2019 ANNUAL REPORT aaventronventron AN 2019NUA ANNUALL REPORT REPORT2019
aventron ANNUAL REPORT 2019 2019 FIGURES 2019 FIGURES
Wind power plants Solar power plants Hydro power plants Number of Number of Number of Wind power plants Solar power plants Hydro power plants
Number of 2019 Number of 2019 Number of 2019
2019 2019 2019 21 114 41 221018 1120418 421018
2018 2018 2018 20 109 38 20 109 38
Net revenue EBIT Profit in CHF million in CHF million in CHF million Net revenue EBIT Profit
in CHF million 2019 in CHF million 2019 in CHF million 2019
2019 2019 2019 102,5 32,4 13,0 102,25018 32,24018 13,2018
2018 2018 2018 91,8 28,2 10,2 91,8 28,2 10,2
Balance sheet Equity ratio Electricity production total in CHF million in % of total capital in kWh million Balance sheet Equity ratio Electricity production
total in CHF million 2019 in % of total capital 2019 in kWh million 2019
2019 2019 2019 744 30 903,6 7424018 32018 903,26018
2018 2018 2018 749 31 785,8 749 31 785,8
Cash flow from investment Number of Number of fully consolidated activities in CHF million employees companies Cash flow from investment Number of Number of fully consolidated
activities in CHF million 2019 employees 2019 companies 2019
2019 2019 2019 -50,2 27 88 2018 220718 828018 -50,2 2018 2018 2018 -14,7 24 85 -14,7 24 85
Titel image: 1-MW hydro power plant, Laskbekken, Norway
Titel image: 1-MW hydro power plant, Laskbekken, Norway 2 2
2 FROM THE POLAR CIRCLE TO SICILY
INSTALLED CAPACITY (As at 31 December 2019, 100% basis)
SWIT ERLAND 4.0 MW
36.8 MW
GERMANY 75.8 MW
ITALY 1.7 MW
36.3 MW
18.0 MW
NORWAY 63.4 MW
6.4 MW
FRANCE 46.5 MW
27.9 MW
60.3 MW
SPAIN 56.8 MW
112.0 MW
Total . MW
Hydro power plants Solar power plants Wind power stations 3 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT
ABOUT AVENTRON
aventron AG, based in Basel-Münchenstein, Switzerland, is a and balanced portfolio of renewable energies with a total producer of electricity from renewable energy sources. It owns installed capacity of 600 MW (as at 31 December 2019: hydro, wind and solar power plants in six European countries. 546 MW). aventron offers an attractive opportunity for The company acquires majority interests in power plants that investment in the European energy infrastructure for investors are ready for development or construction, or which are already with a long-term orientation. aventron shareholders participate in place, and operates these. Extensive industry experience and in the growth in enterprise value through annual dividend a network of strategic partners guarantee the project pipeline. payments (2011: CHF 0.05 to 2019: CHF 0.25 per share) Typical acquisition projects involve power plants with a capacity which are largely secured by cash flows from feed-in tariffs. of 200 kW to 50 MW. The company plans to develop a diversified
Investor relations contact Antoine Millioud, CEO Email: [email protected] Tel.: +41 61 415 40 10 www.aventron.com
Head office aventron AG, Weidenstrasse 27, CH-4142 Münchenstein 1, Switzerland Tel.: +41 61 415 40 10, Fax +41 61 415 46 46 Email: [email protected]
Basic share information Type of share: Registered share with a nominal value of CHF 1 ISIN CH0023777235 Share capital (CHF): 43‘728‘575,00 Number of shares: 43‘728‘575
Financial calendar 25 Mar. 2020 Publication of the 2019 annual results 16 Apr. 2020 General meeting for the 2019 financial year
German version prevails. Engish translation provided for convenience.
4 4
CONTENTS
2019 figures 2 2019 figures 2 From the polar circle to Sicily 3 From the polar circle to Sicily 3 About aventron 4 About aventron 4
Management report Management report Foreword by the Chairman of the Board an the CEO 6 Foreword by the Chairman of the Board an the CEO 6 Vision, mission, strategy 7 Vision, mission, strategy 7 Key events in 2019 8 Key events in 2019 8 Business trends/production 2019 9 Business trends/production 2019 9 Financial overview 10 Financial overview 10 Asset management 2019 11 Asset management 2019 11 National organisations and key subsidiaries 12 National organisations and key subsidiaries 12 Sustainability 13 Sustainability 13 Foundation and shareholder base 14 Foundation and shareholder base 14
Corporate governance and compensation reports Corporate governance and compensation reports Corporate governance 15-18 Corporate governance 15-18 Compensation report 19-20 Compensation report 19-20 Auditor’s report on the compensation report 21 Auditor’s report on the compensation report 21
Financial report Financial report Financial review 22 Financial review 22
Consolidated annual financial statements of aventron Consolidated annual financial statements of aventron Consolidated income statement 23 Consolidated income statement 23 Consolidated balance sheet 24 Consolidated balance sheet 24 Cash flow statement 25 Cash flow statement 25 Statement of changes in equity 26 Statement of changes in equity 26 Notes to the consolidated annual financial statements Notes to the consolidated annual financial statements Consolidation and measurement principles 27-29 Consolidation and measurement principles 27-29 Consolidated income statement 30-33 Consolidated income statement 30-33 Consolidated balance sheet 34-40 Consolidated balance sheet 34-40 Additional information 41-42 Additional information 41-42 Equity interests 43-45 Equity interests 43-45 Auditor’s report on the consolidated financial statements 46-50 Auditor’s report on the consolidated financial statements 46-50
Annual financial statements of aventron Annual financial statements of aventron Income statement 51 Income statement 51 Balance sheet 52 Balance sheet 52 Notes and additional information 53-54 Notes and additional information 53-54 Appropriation of profits 55 Appropriation of profits 55 Auditor’s report on the annual financial statements 56-60 Auditor’s report on the annual financial statements 56-60
5 5 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
Management report FOREWORD BY THE CHAIRMAN OF THE BOARD AND THE CEO
Dear shareholders, valued employees, business partners and friends of aventron, aventron has achieved many milestones in the past year. For To improve the attractiveness of aventron AG for institutional the first time, the Group has realised net revenue from the sale investors, aventron has decided to delist shares. From mid- of energy of over CHF 100 million and this is also with a higher February 2020, the aventron shares will be retraded on the small operating EBIT margin of 31.6 percent. The earnings per share cap platform OTC-X of the Berner Kantonalbank. increased to 29.9 centimes per share, a record high. The portfolio of power plants in operation or in construction achieved the The market is in transition. Large energy suppliers and marker of 500 MW one year earlier than planned. With the infrastructure funds secure rapid development projects and Bargas solar power plant near Toledo, which has a capacity of future power plant sites. aventron is also adjusting to this change 50 MW and is currently under construction, aventron is adding a and is working intensively to develop its own solar and hydro power plant to its portfolio which can be operated competitively power projects. Our team is being increased continuously to without any government subsidies. With these milestones, adequately monitor our growing portfolio. At the start of 2020, aventron reinforces its position as an established, profitable and, 27 people worked directly for aventron AG, all designated experts at the same time, dynamic player in the fast-growing segment in our industry. of renewable electricity production in Europe. In the name of the Executive Board and the Board of Directors, In the past year, our portfolio produced 904 million kilowatt we would like to thank you for your loyalty. We are particularly hours (GWh) of renewable electricity. With an average CO2 proud of our employees. They are the ones who contribute to intensity of 300 tonnes per GWh for the existing Western these good results through the high level of commitment that European power plant park, this means a saving of 270,000 they demonstrate every day. We would therefore like to sincerely tonnes of CO2. This is an important contribution to the thank you all for your valuable work during 2019. decarbonisation of electricity production in Europe.
By the end of 2020, aventron will further expand its portfolio of renewable energies to achieve a capacity of 600 MW. It will continue to have a balanced diversification between the three resources of wind, solar, and hydropower in the Dr. Conrad Ammann Antoine Millioud Chairman of the Board of Directors CEO six target countries. aventron would like to continue to grow and envisages an interim goal of 750 MW by 2023. To achieve this, additional financial resources will be invested.
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Management report Management report VISION, MISSION, STRATEGY
aventron AG is a European green power producer with hydro, It is our express objective to generate no more than 40 percent windaventron and AGsolar is apower European plants green in six pow Europeaner producer countries. with Ahydro, targeted ofIt isthe our revenue express in objective any individual to generate country, no whilemore stillthan achieving 40 percent windfocussed and andsolar balanced power plants growth in six strategy European is the countries. foundation A targeted for ofthe the necessary revenue critical in any sizeindividual overall. country, We aim while to generate still achieving around thefocussed company’s and balanced solid financial growth figu strategyres. The is concrete the foundation milestone for of 10the percent necessary of thecritical revenue size overall. in Switzerland. We aim to generate around thedeveloping company’s a power solid plantfinancial portfolio figures. with The an concrete installed milestone capacity of of 10 percent of the revenue in Switzerland. atdeveloping least 600 a MW power should plant be portfolio achieved with by 2020.an installed Economies capacity of scale of In the long term, aventron seeks to maintain its strong position atenable least aventron 600 MW shouldto take beadvantage achieved of by synergy 2020. Economies potentials inof assetscale asIn the longthird-largest term, aventron producer seeks of new to maintain renewable its energiesstrong position (solar, managementenable aventron and to plant take operation.advantage of synergy potentials in asset windas the and third-largest small hydropower) producer inof Swnewitzerland, renewable while energies also joining (solar, management and plant operation. thewind ranks and smallof the hydropower)leading independent in Switzerland, green powerwhile alsoproducers joining aventron engages in focussed geographical and technological onthe a ranks European of the level. leading aventron independent aims for green a portfolio power of producers around diversificationaventron engages of its in plant focussed portfo geographicallio under a risk-limiting and technological invest- 1,000on a European MW with level.a production aventron potent aims ialfor of a portfolioover 2 TWh of aroundp.a. mentdiversification approach. of Thisits plant involves portfo diversifyinglio under aand risk-limiting stabilising invest- both 1,000 MW with a production potential of over 2 TWh p.a. revenuement approach. and profitability. This involves In a ccordancediversifying with and our stabilising corporate both In principle, aventron is pursuing outside credit of around revenuestrategy, and electricity profitability. production In accordance from wind with power our should corporate account 65In principle,percent of aventron the company’s is pursuing value outside on a project credit oflevel around and forstrategy, a maximum electricity of 50 production percent of from revenue, wind whilepower solar should power account and on65 non-recoursepercent of the basis. company’s Debt is value raised on in a the project local level currency. and hydropowerfor a maximum should of 50 contribute percent of around revenue, 25 percentwhile solar each. power At the and Financingon non-recourse is typically basis. structured Debt is ra suchised inthat the it localis fully currency. amortised endhydropower of the reporting should contribute period, our around portfolio 25 comprised percent each. 272 AtMW the overFinancing two-thirds is typically of the structured asset lifetime. such that it is fully amortised windend of power, the reporting 158 MW period, solar power our portfolio and 116 comprised hydro power. 272 MWWith its over two-thirds of the asset lifetime. portfoliowind power, development 158 MW solar activities, power aventron and 116 willhydro continue power. to With focus its onportfolio the Swiss, development French, German, activities, Italian, aventron Spanish will continueand Norwegian to focus onmarkets the Swiss, in the French, coming German, years. Italian, Spanish and Norwegian markets in the coming years.
Installed capacity (fully consolidated) InstalledMW (in the capacityscope of consolidation) (fully consolidated) MW (in the scope of consolidation)
7 7 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT Management report Management report KEY EVENTS 2019
2019 was a year for portfolio expansion with marketable solar are currently in the final stage of construction. Furthermore, power2019 was plants. a year In June,for portfolio aventron expansion started constructionwith marketable of the solar arein Italy, currently the Vigatto in the finalhydro stage power of plantconstruction. was completed. Furthermore, Overall, Bargaspower plants.solar plant In June, near aventron Toledo (Spain), started which construction sets new of standards the : inthe Italy, installed the Vigatto capacity hydro increased power by plant 70 MWwas during completed. the reporting Overall, firstly,Bargas with solar 50 plant MW near and Toledoan area (Spain), of 135 whichfootball sets pitches, new standards it will : theperiod installed and with capacity this, aventron increased implicitly by 70 MW produces during theover reporting 1 TWh of befirstly, the withlargest 50 plantMW and in the an portfolio.area of 135 Secondly, football it pitches, is the first it will periodelectricity and per with year this, (actual aventron 2019 implicitly with plants produces under over construction: 1 TWh of developmentbe the largest projectplant in by the aventron portfolio. that Secondly, can be executedit is the first after electricity904 GWh). per year (actual 2019 with plants under construction: threedevelopment intensive project years. byAnd aventron thirdly, thisthat project can be provesexecuted that after large 904 GWh). solarthree plantsintensive can years. already And be thirdly, operated this competitively project proves entirely that large The operation of the plants is becoming increasingly important. subsidy-freesolar plants can and already without be feed-in operated tariffs. competitively entirely TheWith operation the appointment of the plants of Daniel is becoming Moll as COO,increasingly the organisation important. subsidy-free and without feed-in tariffs. Withis suitably the appointment ready to recognise of Daniel the Moll overall as COO, optimisation the organisation potential. In Switzerland too, various photovoltaic projects have been isaventron suitably continued ready to recognise to develop the the overall digital optimisation possibilities; potential. most implemented.In Switzerland Attoo, the various foreground photovoltaic there is projects the construction have been of aventronplants are continued connected to using develop a real-time the digital data possibilities; management most theimplemented. second-largest At the plant foreground in Switzerland there is at the Perlen construction (LU): a 6.5 of MW plantssystem. are connected using a real-time data management plantthe second-largest was constructed plant with in Swita roofzerland area ofat sixPerlen football (LU): pitches, a 6.5 MW system. whichplant was will constructedsupply electricity with foa roof around area 2,000of six footballhouseholds. pitches, With In November, the Board of Directors sought a delisting which thewhich implementation will supply electricity of these fo projr aroundects, aventron2,000 households. is consolidating With Inwill November, facilitate investments the Board of from Directors institutional sought ainvestors delisting in which itsthe position implementation as a leading of these operator proj ects,of solar aventron plants inis consolidatingSwitzerland willinfrastructure facilitate investments plants. The short-termfrom institutional volatility investors of the share in itsand position is complementing as a leading the operator existing of wind solar and plants hydro in Switzerland power infrastructuremarket is in contrast plants. toThe long short-term-term infrastructure volatility of investment.the share portfolio.and is complementing the existing wind and hydro power marketThe task is of in quotation contrast to on long the-term BX Sw infrastructureiss is thus meeting investment. wishes of portfolio. Thethose task investors of quotation with a on long-term the BX Sw focus.iss is Thethus Board meeting of Directors wishes of In Norway, two power plants were successfully commissioned thosewill continue investors to withreport a long-termregularly on focus. the business The Board trend. of Directors withIn Norway, a total twoof 10.1 power MW plants and further were successfully projects for commissioned16.2. MW will continue to report regularly on the business trend. with a total of 10.1 MW and further projects for 16.2. MW
6.5 MW Perlen solar power plant, Switzerland 6.5 MW Perlen solar power plant, Switzerland
6.5 MW Perlen solar power plant, Switzerland
98 9
Management report ManagementLagebericht report Management report BUSINESSGESCHÄFTSGANG/PRODUKTION TREND/PRODUCTION 20192019
The production year 2019 is characterised by below-average power plants were able to exceed the expected energy precipitationThe production in continentalyear 2019 is Europe. characterised The solar by productionbelow-average production.power plants The were hydropower able to exceed plants the produced expected 207.3 energy GWh, precipitationDas Produktionsjahr in continental 2019 zeichnet Europe. sichThe solardurch production unterdurchschnitt- production.kraftwerke produziertenThe hydropower entsprechend plants produced 207,3 GWh,207.3 wasGWh, trotz des requirementsprecipitation in were continental thus above Europe. statistical The solar expectations. production onlyproduction. around The the hydropowerprevious year plants’s figure produced of 200.5 207.3 GWh, GWh, requirementsliche Niederschläge were thus in Kontinental above statisticaleuropa expectations. aus. Dafür waren die onlyerfolgten around Kraftwerksausbaus the previous year nur’s figure etwa of dem 200.5 Vorjahreswert GWh, von Inrequirements conjunction were with thusaverage above wind statistical levels, theseexpectations. factors were inonly spite around of the the development previous year’s of the figure power of 200.5plants. GWh, Insolaren conjunction Produktionsvoraussetzungen with average wind levels, über these den factorsstatistischen were in200,5 spite GWh of the entspricht. development of the power plants. decisiveIn conjunction for aventron’s with average overall wind result. levels, these factors were in spite of the development of the power plants. decisiveErwartungswerten. for aventron’s In Verbindungoverall result. mit einem durchschnittlichen decisive for aventron’s overall result. The solar energy plants contributed a total of 120.3 GWh to the Windaufkommen waren diese Faktoren massgeblich für das TheDie Sonnenkraftwerkesolar energy plants haben contributed insgesamt a total 120,3 of 120.3 GWh GWhzur Produk- to the Significant differences in wind volumes in the five wind countries productionThe solar energy statistics, plants thus contribut produciedng a in total excess of 120.3 of the GWh previous to the SignificantGesamtergebnis differences von aventron in wind vo verantwortlich.lumes in the five wind countries productiontionsstatistik statistics, beigetragen thus undproduci prongduzieren in excess damit of the über previous dem Vor- Significantalso confirm differences the diversificat in windion vo strategylumes in within the five one wind energy countries years’production output statistics, of 110.3 thus GWh. produci The differenceng in excess is the of thesuccessful previous also confirm the diversification strategy within one energy years’jahresniveau output vonof 110.3 110,3 GWh. GWh. The Die difference Differenz erklärtis the successful sich mit dem source.also confirm Generally the diversificat speaking, ionSouthern strategy and within Western one Europeenergy saw developmentyears’ output of 110.3the portfolio, GWh. The but difference also the above is the averagesuccessful solar source.Beträchtliche Generally Unterschiede speaking, Southernim Windaufkommen and Western über Europe die fünf saw developmentAusbau des Portfolios, of the portfolio, aber auch but durchalso the die above überdurchschnittliche average solar greatersource. Generallywind levels speaking, than Germany Southern and and Norway. Western The Europe total wind saw radiation.development of the portfolio, but also the above average solar greaterWindländer wind bestätigen levels than die Germany Diversifikationsstrategie and Norway. The auchtotal windinner- radiation.Sonneneinstrahlung. powergreater production wind levels is than 576.0 Germany GWh. and Norway. The total wind radiation. powerhalb eines production Energieträgers. is 576.0 GWh.Tendenziell hatten Süd- und Westeu- power production is 576.0 GWh. Diversification across six countries with the three energy sources ropa stärkere Windaufkommen als Deutschland und Norwegen. DiversificationDie Diversifikation across über six sechs countries Länder with mittels the three der dreienergy Energieträ- sources In terms of hydrological conditions, the entire year saw ofDiversification wind, water .across six countries with the three energy sources InDie terms Gesamtproduktion of hydrological mittels conditions, Windkraft the entire beträgt year 576,0 saw GWh. ofger wind, Wind, water Wasser. und Sonne macht sich positiv bemerkbar und Inextremely terms of low hydrological precipitation. conditions, Only two the of entire a total year of 38 saw hydro of wind, water and sun is having a positive impact and stabilises extremely low precipitation. Only two of a total of 38 hydro stabilisiert die Ergebnisse. extremely low precipitation. Only two of a total of 38 hydro the results. Hydrologisch war das Gesamtjahr äusserst niederschlagsarm.
Nur zwei von insgesamt 38 Wasserkraftwerken konnten den
Erwartungswert an Energieproduktion übertreffen. Die Wasser-
Switzerland France Germany Italy Norway Spain aventron Switzerland France Germany Italy Norway Spain aventron Hydro S wi15,0tzer lGWhand F 111,1ra GWhnce Germany I 1,0 GWhtaly N 80,2or GWhway Spain a 207,3ven tGWhron Hydro 15,0 GWh 111,1 GWh 1,0 GWh 80,2 GWh 207,3 GWh WindHydro 15,0 GWh 147,8111,1 GWh 148,7 GWh 34,4 1,0 GWh 80,220,8 GWh 221,3 GWh 576,0207,3 GWh Wind Schweiz F 147,8rankr GWheich Deu 148,7tsch GWhland I 34,4t aGWhlien N 20,8orw eGWhgen S 221,3pa GWhnien a 576,0ven GWhtron SolarWind 28,6 GWh 147,8 33,5 GWh 148,7 GWh 34,447,6 GWh 20,8 GWh 221,3 10,6 GWh 576,0120,3 GWh SolarWasser 28,615,0 GWhGWh 111,1 33,5 GWhGWh 47, 1,60 GWhGWh 80,2 GWh 10,6 GWh 120,3 207,3 GWhGWh TotalSolar 43,628,6 GWh 292,4 33,5 GWh 148,7 GWh 86,0 47,6 GWh 101,0 GWh 231,9 10,6 GWh 90 120,33,6 GGWhWh TotalWind 43,6 GWh 292,4 147,8 GWhGWh 148,7 148,7 GWGWhh 86,0 34,4 GWhGWh 101,0 20,8 GWhGWh 231,9 221,3 GWhGWh 90 576,03,6 G GWhWh Total 43,6 GWh 292,4 GWh 148,7 GWh 86,0 GWh 101,0 GWh 231,9 GWh 903,6 GWh Sonne 28,6 GWh 33,5 GWh 47,6 GWh 10,6 GWh 120,3 GWh
Total 43,6 GWh 292,4 GWh 148,7 GWh 86,0 GWh 101,0 GWh 231,9 GWh 903,6 GWh
Entwicklung Gesamtproduktion TOTALTOTAL PRODUCTIONPRODUCTION Hydro, Solar, Wind Total Hydro,TOTALWasser,Hydro, Solar, Solar, Sonne, PRODUCTION Wind Wind Wind TotalTotal GWh GWh GWhGWhGWhHydro, Solar, Wind GWhGWhTotal GWh GWh 100100100 110001000 000 100 1 000 100 1 000 909090 900900900 90 900 90 900 808080 800800800 80 800 80 800 707070 700700700 70 700 70 700 606060 600600600 60 600 60 600 505050 500500500 50 500 50 500 404040 400400400 40 400 40 400 303030 300300300 30 300 30 300 202020 200200200 20 200 20 200 101010 100100100 10 100 10 100 0 00 00 0 0 0 JanuaryJanuar FebruaryFebruary Februar March März April AprilApril MayMay Mai JuneJune Juni July Juli August August September September OctoberOktober November November December DezemberDecember 0 January February March April May June July August September October November December 0 January February March April May June July August September October November December HydroWasserHydro SolarSolarSonne WindWind TotalTotal Hydro Solar Wind Total Hydro Solar Wind Total
9 9 9 9 9 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventronaventron 2019 2019 ANNUAL ANNUAL REPORT REPORT Management report ManagementManagement report report FINANCIALFINANCIAL OVERVIEWOVERVIEW
2019 was a year for expected net revenue: revenue increased to As is typical in this business, results were primarily determined CHF20192019 102.5 was was a milliona year year for for(previous expected expected year: net net CHF revenue: revenue: 91.8 million), revenue revenue representing increased increased to to AsbyAs generalis is typical typical meteorological in in this this business, business, c onditions.results results were were On primarily theprimarily one hand, determined determined the aCHFCHF 12 102.5 percent102.5 million million improvement (previous (previous asyear: year: compared CHF CHF 91.8 91.8 to million), million),the previous representing representing year. byproductionby general general meteorological yearmeteorological 2019 was ccharacterised conditions.onditions. On On by the the extremely one one hand, hand, low the the Theaa 12 12 threshold percent percent improvement improvementof CHF 100 million as as compared compared was thus to to reached the the previous previous for the year. year. first productionprecipitationproduction year year throughout 2019 2019 was was Europe, characterised characterised on the other by by extremely extremely hand, solar low low timeTheThe threshold thresholdalthough of theof CHF CHF EUR/CHF 100 100 million million rate sl was wasowed thus thus significantly. reached reached for for The the the growth first first precipitationradiationprecipitation was throughout throughoutabove average. Europe, Europe, The on onwind the the powerother other hand, plants,hand, solar solar as the intimetime revenue although although is attributable the the EUR/CHF EUR/CHF to ratethe rate further sl slowedowed expansion significantly. significantly. of the The The portfolio. growth growth radiationthirdradiation production was was above above segment, average. average. were The The able wind wind to reappower power above-average plants, plants, as as the the Theinin revenue revenue EBITDA is isincreased attributable attributable by to12 to the percentthe further further to expansionCHF expansion 72.1 million of of the the year-portfolio. portfolio. thirdwindthird productionlevels. production In terms segment, segment, of revenue, were were able ableaventron to to reap reap was above-average above-average able to profit on-yearTheThe EBITDA EBITDA (previous increased increased year: by by CHF 12 12 64.percent percent5 million) to to CHF CHF and 72.1 72.1 EBIT million million increased year- year- windfromwind controlledlevels. levels. In In terms termsenergy of of pricesrevenue, revenue, throughout aventron aventron Europe. was was able able to to profit profit byon-yearon-year 15 percent (previous (previous to CHF year: year: 32.4 CHF CHF million 64. 64.55 million)year-on-yearmillion) and and EBIT EBIT (previous increased increased year: fromfrom controlled controlled energy energy prices prices throughout throughout Europe. Europe. CHFbyby 15 15 28.2 percent percent million). to to CHF CHFOperational 32.4 32.4 million million profitability year-on-year year-on-year was maintained(previous (previous year: year: at The net profit increased to CHF 13.0 million, which represents theCHFCHF previous28.2 28.2 million). million). year’s Operational Operational level. pr profitabilityofitability was was maintained maintained at at TheanThe increase net net profit profit of increased27increased percent to to (previous CHF CHF 13.0 13.0 year: million, million, CHF which which 10.2 millionrepresents represents after thethe previous previous year’s year’s level. level. anminorityan increase increase interests). of of 27 27 percent percent Earnings (previous (previous per share year: year: of CHF29.9 CHF 10.2 centimes10.2 million million therefore after after At the end of the year, the balance sheet was slightly lower minorityincreasedminority interests). interests).substantially. Earnings Earnings per per share share of of 29.9 29.9 centimes centimes therefore therefore atAtAt CHFthe the end 744end of millionof the the year, year,(previous the the balance balance year: CHF sheet sheet 749 was wasmillion) slightly slightly in spite lower lower increasedincreased substantially. substantially. ofatat theCHF CHF acquisitions744 744 million million (previousmade. (previous This year: year: was CHF CHFdue 749 749to the million) million) EUR/CHF in in spite spite price These results confirm our diversified investment approach across development.ofof the the acquisitions acquisitions The equitymade. made. ratioThis This was iswas 30 due duepercent to to the the (previous EUR/CHF EUR/CHF year: price price ThesethreeThese technologies results results confirm confirm in sixour our countries diver diversifiedsified, which investment investment is focused approach approach on carefully across across 31development.development. percent). The The equity equity ratio ratio is is 30 30 percent percent (previous (previous year: year: threeselectedthree technologies technologies projects and in in six minimisesix countries countriess time, ,which which differences is is focused focused between on on carefully carefully the 3131 percent). percent). selectedtimeselected of investment projects projects and and and minimise minimise incomingss time timereturns, differences differences thereby between betweenenhancing the the timethetime stability of of investment investment of the result and and incoming incomingin technical returns, returns, as well thereby thereby as financial enhancing enhancing terms. thethe stability stability of of the the result result in in te technicalchnical as as well well as as financial financial terms. terms.
Development of key figures DEVELOPMENTDevelopmentDevelopment of ofOF keykey KEY figuresfigures FIGURES Revenue/EBITDA Balance sheet total Revenue/EBITDACHF million BalanceCHF sheet millio totaln CHFRevenue/EBITDARevenue/EBITDA million BalanceBalance sheet sheetCHF totamillion totall CHFCHF million million CHFCHF millio millionn 120 1200
100 1000
80 800
60 600
40 400
20 200
0 0 2014 2015 2016 2017 2018 2019 Net revenue EBITDA Balance sheet total
10 10 1010
Management report Management report
ASSET MANAGEMENT 2019
The number of technical and commercial managers could be A further focus is equipping all power plants with an extremely reducedThe number to 20 of and technical thus further and commercial streamlined. managers In France, could the be safeA further communication focus is equipping system all for power the collection plants with of allan operatingextremely internalreduced teamto 20 hasand completely thus further taken streamlined. over the Inmanagement France, the datasafe communicationon aventron’s own system cloud. for Th theis data collection is evaluated of all operating and ofinternal the French team smallhas completely hydropower taken segment, over the bringing management with it analyseddata on aventron’s in real time own using cloud. specialised This data analysis is evaluated software. and valuableof the French operating small experience.hydropower segment, bringing with it Thisanalysed detects in real plant time downtim using esspecialised and performance analysis software. problems valuable operating experience. andThis introducesdetects plant corresponding downtimes andcorrective performance measures. problems In two small hydro power plants in Norway, we successfully and introduces corresponding corrective measures. completedIn two small a hydropilot project power on plants reservoir in Norway, management we successfully and normal Within the scope of HSE activities (Health, Safety, Environment), operationscompleted havea pilot been project resumed. on reservoir As a result management of the optimised and normal theWithin accident the scope prevention of HSE activitiesplans and (Health, ICS documents Safety, Environment), have been production,operations have income been has resumed. increased As by a resultapproximately of the optimised 10 percent. updatedthe accident or rewritten prevention in all plans countries. and ICS A documentssafety concept have has been also production, income has increased by approximately 10 percent. beenupdated created or rewritten for aventron in all countries.AG. A positive A safety observation concept is has that, also In the area of Preventive & Predictive Maintenance, the first againbeen created this year, for no aventron serious accidentsAG. A positive were observation recorded. is that, attemptsIn the area have of Preventive been made & toPredictive identify Maintenance,negative trends the early first again this year, no serious accidents were recorded. byattempts systematically have been evaluating made to relevant identify operatingnegative trends data using early intelligentby systematically learning evaluating algorithms, relevant and to operatingreplace defective data using parts beforeintelligent they learning cause downtime. algorithms, This and should to replace decrease defective repair parts costs beforeand reduce they downtimes.cause downtime. This should decrease repair costs and reduce downtimes.
7.3 MW hydro7.3 MW power hydro plant, power Steindal, plant, Steindal, Norway Norway 7.3 MW hydro power plant, Steindal, Norway
11 11 aventron 2019 ANNUAL REPORT aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT Management reportre ort Management report NATIONAL ORGANISATIONS,ORGANISATIONS AND NATIONALKEY SUBSIDIARIES ORGANISATIONS AND KEY SUBSIDIARIES
AS AT 31/12/2019
aventron AG
SWITZERLAND FRANCE GERMANY ITALY NORWAY SPAIN
aventron Birseck Birseck aventron aventron aventron Deutschland Hydro AG Hydro SAS Italia Srl Norway AS España S.L. GmbH
Generación Birseck Birseck fotovoltaica de Solar AG Solaire SAS bargas S.L.U.
aventron Birseck Parque Eólico solar AG Eole SAS Bandelera S.L.
leading swiss Parque Eólico renewables AG Rodera Alta S.L.
Parque Eólico Puerto Real I S.L.
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Management report Management report SUSTAINABILITY
aventron is committed to environmental and social sustainability. aventron thus decided to outsource the management of the aventron is committed to environmental and social sustainability. aventron thus decided to outsource the management of the Environmental sustainability is anchored in the business purpose greenhouses at the Porto Tolle solar project to a cooperative Environmental sustainability is anchored in the business purpose greenhouses at the Porto Tolle solar project to a cooperative itself: aventron is a green power producer and therefore part for the reintegration of unemployed persons. itself: aventron is a green power producer and therefore part of the solution for a sustainable energy future. By financing for the reintegration of unemployed persons. of the solution for a sustainable energy future. By financing and realising projects ready for construction, aventron directly aventron also sponsors selected projects that are linked and realising projects ready for construction, aventron directly aventron also sponsors selected projects that are linked contributes to the development of renewable energy generation to sustainability. For example, aventron finances the contributes to the development of renewable energy generation to sustainability. For example, aventron finances the in Europe. photovoltaic system for the traditional fishing hut owned by in Europe. photovoltaic system for the traditional fishing hut owned by the Galgenfischerverein [traditional fishing association] in Basel. aventron’s small hydropower plants in Switzerland and Norway the Galgenfischerverein [traditional fishing association] in Basel. aventron’s small hydropower plants in Switzerland and Norway are certified by naturemade. The funds for the naturemade aventron places great importance on monitoring health, safety are certified by naturemade. The funds for the naturemade aventron places great importance on monitoring health, safety star-certified power plants once again financed projects and environmental issues. aventron respects the applicable star-certified power plants once again financed projects for ecological upgrading this year. For example, the requirementsand environmental in each issues. country, aventron and actively respects implements the applicable measures for ecological upgrading this year. For example, the requirements in each country, and actively implements measures Toggessenmatten pond in Ettingen. to optimise health and safety at work. Toggessenmatten pond in Ettingen. to optimise health and safety at work. Social and societal sustainability begins in our own working aventron is strongly committed to being a fair and reliable Social and societal sustainability begins in our own working aventron is strongly committed to being a fair and reliable environment, radiating through business relationships and the employer and business partner. environment, radiating through business relationships and the employer and business partner. wider circle of stakeholders surrounding the numerous aventron wider circle of stakeholders surrounding the numerous aventron plants. aventron engages with the local stakeholders of its plants. aventron engages with the local stakeholders of its decentralised power plants, and takes their concerns seriously. decentralised power plants, and takes their concerns seriously.
Traditional fishing hut with boom on the Rhine near Basel, Switzerland Traditional fishing hut with boom on the Rhine near Basel, Switzerland
Traditional fishing hut with boom on the Rhine near Basel, Switzerland
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13 13 13 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT Management report Management report
FOUNDATION AND SHAREHOLDER BASE
aventron was founded in November 2005 by Primeo Energie Reliable financial and private investors looking for active (previouslyaventron was EBM) founded under inthe November company 2005 name by Kleinkraftwerk Primeo Energie participationReliable financial in the and part private of the inve energystors infrastructure looking for active boasting Birseck(previously AG. EBM) under the company name Kleinkraftwerk continuousparticipation growth, in the part increasing of the energyenterprise infrastructure value and stableboasting Birseck AG. dividends,continuous stand growth, alongside increasing the enterpriseenergy-supplying value and shareholders. stable With Energie Wasser Bern (ewb) and the City of Winterthur, dividends, stand alongside the energy-supplying shareholders. representedWith Energie by Wasser Winterthur Bern (ewb) public and utilities the City(SWW), of Winterthur, two further Since 2016, renowned institutional investors (pension funds and Swissrepresented energy by suppliers Winterthur invested public in utilities aventron (SWW), in 2010 two and further 2013. infrastructureSince 2016, renowned funds) invested institutional in aventron, investors which (pension significantly funds and TheSwiss objective energy suppliersof the strategic invested investors in aventron is to complementin 2010 and 2013. increasedinfrastructure the volumefunds) invested of the shar in aventron,eholder structure. which significantly Many of theirThe objective portfolio ofwith the decentralised strategic investors electricity is to productioncomplement from theincreased external the financial volume investorsof the shar confirmedeholder structure. their commitment Many of renewabletheir portfolio energy with sources,decentralised while benefitingelectricity productionfrom the lowest from tothe the external aventron financial Group investors during the confirmed capital increase their commitment in 2018. generationrenewable energycosts possible. sources, while benefiting from the lowest Newto the institutional aventron Group investors during were the also capital acquired. increase in 2018. generation costs possible. New institutional investors were also acquired. In April 2018, the two largest shareholders of the Group, This is a vote of confidence for the existing shareholders, as well InPrimeo April Energie2018, the and two ewb, largest founded shareholders a holding of company. the Group, In asThis the is aaventron vote of confidencebusiness model. for the It isexisting also an shareholders, incentive to continueas well NovemberPrimeo Energie 2019, and the ewb, Stadtwerk founded Winterthur a holding also company. deposited In its operatingas the aventron successfully. business We model. would It like is also to thank an incentive our shareholders to continue aventronNovember shares 2019, inthe the Stadtwerk holding company. Winterthur Today, also deposited this holding its foroperating their confidence, successfully. especially We would our like new to investors, thank our but shareholders also the companyaventron sharesowns around in the holding 70 percent company. of the sharesToday, inthis aventron holding AG. initialfor their partners confidence, who have especially remained our new loyal investors, to aventron but since also theits Primeocompany Energie owns inaround turn, owns70 percent close toof the64 percent shares inof aventronthis holding AG. formationinitial partners in 2005. who have remained loyal to aventron since its companyPrimeo Energie which in is turn, why ownsaventron close is tobeing 64 percentfully consolidated of this holding in formation in 2005. itscompany consolidated which financialis why aventron statements is being as an fully investment consolidated by the in Primeoits consolidated Energie Group. financial statements as an investment by the Primeo Energie Group.
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Corporate Governance and compensation reports Corporate Governance and compensation reports CORPORATE GOVERNANCE
aventron is committed to professional and transparent company GROUP STRUCTURE AND SHAREHOLDERS aventron is committed to professional and transparent company management and strives for a balance between leadership TheGROUP group STRUCTURE structure asAND at 31SHAREHOLDERS December 2019 is illustrated on management and strives for a balance between leadership The group structure as at 31 December 2019 is illustrated on and control. It places great importance on the accepted page 12 of the annual report. aventron holds major equity and control. It places great importance on the accepted page 12 of the annual report. aventron holds major equity recommendations for corporate supervision, and therefore interests in Switzerland, Germany, Spain, Italy, Norway and recommendations for corporate supervision, and therefore interests in Switzerland, Germany, Spain, Italy, Norway and corporate governance. In doing so, it follows the stipulations France. All equity interests are shown in detail from page 43. corporate governance. In doing so, it follows the stipulations of the Swiss Code of Best Practice for Corporate Governance. France. All equity interests are shown in detail from page 43. of the Swiss Code of Best Practice for Corporate Governance. The following explanations follow the corporate governance The largest shareholder, aventron Holding AG, holds 69.7 percent The following explanations follow the corporate governance The largest shareholder, aventron Holding AG, holds 69.7 percent recommendations of the Berne Stock Exchange Association, (previous year: 62.0) of the voting rights in aventron as at the recommendations of the Berne Stock Exchange Association, (previous year: 62.0) of the voting rights in aventron as at the which operates the BX Berne eXchange. end of the year. Shareholders of aventron Holding AG are Primeo which operates the BX Berne eXchange. end of the year. Shareholders of aventron Holding AG are Primeo Greenpower AG, ewb Natur Energie AG and, from 6 November Greenpower AG, ewb Natur Energie AG and, from 6 November GENERAL PRINCIPLES 2019, Stadtwerk Winterthur. These three shareholders deposited 2019, Stadtwerk Winterthur. These three shareholders deposited AsGENERAL decision PRINCIPLES makers, the Board of Directors and the Executive all of their shares in aventron AG in aventron Holding AG. As decision makers, the Board of Directors and the Executive all of their shares in aventron AG in aventron Holding AG. Board strive to meet the expectations of all interest groups The Primeo Energie Group holds the majority share in aventron Board strive to meet the expectations of all interest groups The Primeo Energie Group holds the majority share in aventron (shareholders, employees, customers and business partners) Holding AG. Primeo Greenpower AG, ewb Natur Energie AG and (shareholders, employees, customers and business partners) Holding AG. Primeo Greenpower AG, ewb Natur Energie AG and and to find the right balance between them. To this end, Stadtwerk Winterthur are bound by a shareholder agreement. and to find the right balance between them. To this end, aventron’s corporate governance system and business Stadtwerk Winterthur are bound by a shareholder agreement. aventron’s corporate governance system and business activities are geared towards an accepted form of corporate As at 31 December 2019, other major shareholders in aventron activities are geared towards an accepted form of corporate As at 31 December 2019, other major shareholders in aventron management, sustainable value creation, innovation and AG with a share of more than 3 percent were: UBS Clean Energy management, sustainable value creation, innovation and AG with a share of more than 3 percent were: UBS Clean Energy a transparent information policy. Infrastructure Fund II with 6.7 percent (previous year: 6.3 a transparent information policy. Infrastructure Fund II with 6.7 percent (previous year: 6.3 percent), Reichmuth Infrastruktur Schweiz with 6.1 percent percent), Reichmuth Infrastruktur Schweiz with 6.1 percent ARTICLES OF ASSOCIATION AND CAPITAL STRUCTURE (unchanged) and Gebäudeversicherung Bern with 3.4 percent (unchanged) and Gebäudeversicherung Bern with 3.4 percent TheARTICLES applicable OF ASSOCIATION articles of associ ANDation CAPITAL for the STRUCTUREcompany are dated (unchanged). All relevant equity interests have been disclosed The applicable articles of association for the company are dated (unchanged). All relevant equity interests have been disclosed 17 April 2018. The share capital is CHF 43,728,575.00, fully in accordance with the statutory provisions. 17 April 2018. The share capital is CHF 43,728,575.00, fully in accordance with the statutory provisions. paid-up and divided into 43,728,575 registered shares at a The company may refuse to recognise an investor as a paid-up and divided into 43,728,575 registered shares at a The company may refuse to recognise an investor as a nominal value of CHF 1. There are no voting right restrictions for shareholder with voting rights if the formal buyer of the shares nominal value of CHF 1. There are no voting right restrictions for shareholder with voting rights if the formal buyer of the shares these shares. There is no conditional or authorised share capital. fails to confirm that it is the beneficial owner of the shares by these shares. There is no conditional or authorised share capital. fails to confirm that it is the beneficial owner of the shares by The aventron shares were listed on the BX Berne eXchange under expressly declaring that it has acquired the shares in its own The aventron shares were listed on the BX Berne eXchange under expressly declaring that it has acquired the shares in its own ISIN CH0023777235 (AVEN AVENTRON AG) until 14 February name and for its own account. Pursuant to Art. 135 and 163 ISIN CH0023777235 (AVEN AVENTRON AG) until 14 February name and for its own account. Pursuant to Art. 135 and 163 2020. of the Federal Act on Financial Market Infrastructure and Market 2020. of the Federal Act on Financial Market Infrastructure and Market Conduct in Securities and Derivatives Trading (Financial Market Conduct in Securities and Derivatives Trading (Financial Market On 6 November 2019, the Board of Directors decided to abandon Infrastructure Act, FMIA) of 19 June 2015 (previously pursuant On 6 November 2019, the Board of Directors decided to abandon Infrastructure Act, FMIA) of 19 June 2015 (previously pursuant the listing on the BX Swiss and to guarantee trade of the company to Art. 32 and 52 of the Federal Act on Stock Exchanges and the listing on the BX Swiss and to guarantee trade of the company to Art. 32 and 52 of the Federal Act on Stock Exchanges and shares over-the-counter using the platform provided by the Securities Trading, BEHG, of 24 March 1995), buyers of shares shares over-the-counter using the platform provided by the Securities Trading, BEHG, of 24 March 1995), buyers of shares Berner Kantonalbank (www.otc-x.ch). The main reasons were in the company are exempt from the duty to make a public Berner Kantonalbank (www.otc-x.ch). The main reasons were in the company are exempt from the duty to make a public considerations relating to the future capital requirement for offer. General Meetings are convened by the Board of Directors considerations relating to the future capital requirement for offer. General Meetings are convened by the Board of Directors financing the intended growth. For institutional investors looking (if necessary, by the auditors) with a minimum notice period financing the intended growth. For institutional investors looking (if necessary, by the auditors) with a minimum notice period for an investment in the infrastructure sector, it is not necessary of 20 days. Shareholders are invited through publication for an investment in the infrastructure sector, it is not necessary of 20 days. Shareholders are invited through publication for the title to be listed on a stock exchange – in fact, the in the Swiss Official Gazette of Commerce. Representation for the title to be listed on a stock exchange – in fact, the in the Swiss Official Gazette of Commerce. Representation opposite is true: The short-term volatility of the share market by another shareholder is permissible with a written proxy. opposite is true: The short-term volatility of the share market by another shareholder is permissible with a written proxy. is in contrast to typical long-term infrastructure investments Legal representatives require no proxy. is in contrast to typical long-term infrastructure investments which usually take place separately from general market activity. Legal representatives require no proxy. which usually take place separately from general market activity. Furthermore the trading volume on the BX Swiss was very low BOARD OF DIRECTORS Furthermore the trading volume on the BX Swiss was very low due to the predominantly long-term invested shareholder base. TheBOARD Board OF of DIRECTORS Directors is responsible for the ultimate direction due to the predominantly long-term invested shareholder base. The Board of Directors is responsible for the ultimate direction Only 5 percent of the shares are held by small shareholders. and strategic orientation of the aventron Group, and for Only 5 percent of the shares are held by small shareholders. and strategic orientation of the aventron Group, and for Since the delisting, private investors still have a comparable supervision of the Executive Board. The Board of Directors can Since the delisting, private investors still have a comparable supervision of the Executive Board. The Board of Directors can liquidity platform at their disposal with the OTC trading. pass resolutions on all matters not allocated to another body. liquidity platform at their disposal with the OTC trading. pass resolutions on all matters not allocated to another body. In accordance with the articles of association. it comprises a In accordance with the articles of association. it comprises a Market capitalisation stood at CHF 426.354 million minimum of three members. The Board of Directors is typically Market capitalisation stood at CHF 426.354 million minimum of three members. The Board of Directors is typically (43.783 million shares at a closing rate of CHF 9.75). elected at the Ordinary Annual General meeting for a term (43.783 million shares at a closing rate of CHF 9.75). elected at the Ordinary Annual General meeting for a term of one year (until the conclusion of the next Ordinary Annual of one year (until the conclusion of the next Ordinary Annual General Meeting). Re-election is permissible; there is no General Meeting). Re-election is permissible; there is no restriction of office term. restriction of office term.
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COMPOSITION OF THE BOARD OF DIRECTORS
Dr. Conrad Ammann, Martin Schaub, born in Beat Huber, born in born in 1959, from 1966, from Switzerland, 1973, from Switzerland, Switzerland, serves as has been Vice Chairman has served as Member Chairman of aventron of the Board of Directors of the Board of Directors AG. He is the CEO of of aventron AG since of aventron since the Primeo Energie and a 2017. He manages 2016 General Meeting. member of the Board of energy trading and He is founder and part- Directors of Alpiq. For more than 30 years, he energy management for Energie Wasser Bern ner of the consultancy firm EVU Partners, and has held leading positions in the Swiss energy (ewb). Energy management includes the a partner in the asset management company sector, including many years as the Director strategic positioning of all domestic and foreign Fontavis. At Fontavis, he is responsible for the of the power plant for the City of Zurich, on production plants owned by ebw, as well as its asset management of all holding companies. the Boards of Directors of large power plant holdings. Before taking up this position, Martin In addition to his directorship at aventron, Beat companies, founding member and member of Schaub had been responsible for key account Huber is a member of various other boards of the Board of Directors of Swissgrid, and was a management at ewb since 2004. Prior to this, directors of Swiss electricity production and founding member and Co-Chair of the Verein he held various management positions in supply companies. Prior to this, he held line für umweltgerechte Energie [Association marketing and sales in the telecommunications management roles in the energy sector for for Environmentally Sound Energy (VUE)] sector. He is a qualified telecommunications several years, including five years as CFO of for many years. He studied, graduated and engineer, and holds a Swiss Federal Certificate Industrielle Werke Basel. He studied Economics completed a post-graduate degree in Industrial in Marketing Planning. at the University of Basel. Management at the ETH Zurich.
Michael Stalder, born in Priscilla Leimgruber, Daniel von Moltke, 1977, from Switzerland, born in 1970, from born in 1968, from was appointed Chairman Switzerland, was elected Switzerland, member of the Board of Directors on to the Board of of the Board of Directors of aventron at the 2017 Directors of aventron of aventron since the General Meeting, and at the 2018 General 2019 AGM and member is also a Member of the Meeting. Since 2015, she of the Audit Committee Audit Committee. He is the Deputy Director of is responsible for equity investment and risk and Compensation Committee. Currently the public utilities Stadtwerk Wintherthur, where management at Primeo Energie and represents Managing Partner at Quadia, a Swiss specialist he is responsible for corporate development. the Primeo Energie Group on various boards of in impact investing, which invests in the fields of He previously held a business development directors of subsidiaries. Before Primeo Energie, clean energy, sustainable food and the circular position with Axpo Holding AG. As a long- she worked as CFO/COO of an international economy. Daniel von Moltke has over 20 years term employee of the Swiss Federal Finance banking federation for five years and as CFO/ of experience in sustainable finance and his Administration, he also contributes extensive COO of the Glarner Kantonalbank for seven employers included the Ethos Foundation and experience in the fields of administration and years. In 2017, the joined the bank council of Symbiotics in Geneva and the Triodos Bank politics. He studied Economics at the University Basler Kantonalbank. She is an attorney and from the Netherlands, for which he developed of Basel, and holds advanced postgraduate holds an MBA from the University of St. Gallen sustainable investment funds and was certificates (CAS) in Public Affairs management as well as a Masters in Banking. responsible for financing in the field of wind and as Certified Strategic Professional. energy. He has a BA from the University of Pennsylvania, a MALD from the Fletcher School Nicolas Wyss, born in Dominik Baier, born in of Law and Diplomacy and a CAS in Corporate 1978, from Switzerland, 1971, from Switzerland, Finance from the University of Zurich. He is has been a member has served as Secretary a member of the Board of Directors of Opes of the Board of Directors to the aventron AG Board Solutions Ltd and of the foundation board of aventron since the of Directors since its of the Kreisau Foundation for European 2019 AGM. He has over establishment in 2005, Understanding in Poland. 15 years of experience and was also a member in the field of corporate finance with an industry of the Board of Directors. Since 2000, he has focus on energy. Nicolas Wyss works as an been a member of Primeo Energie, where he Investment Manager at Reichmuth & Co heads the Corporate Services Division (Corporate Investment Management AG (RIMAG) and is on Communications, Human Resources, Legal, IT, the Executive Board for several infrastructure Corporate Development). He is a lawyer, has funds managed by RIMAG. In addition to his a CAS in Finance and Accounting, and is also directorship at aventron, Nicolas Wyss also Secretary to the Board of Directors of Primeo holds various other Board of Director mandates Energie and other holding companies of Primeo at energy production and supply companies. Energie. He also holds various other Board of Before Nicolas Wyss joined RIMAG in 2014, Director mandates and is Chair of the EBM he had worked as a Corporate Finance Pension Fund. Consultant at PwC for almost six years and as a Sell-Side Analyst at Kepler Equities (now Kepler Cheuvreux) for three years. He studied economics and business administration at the University of Bern and is a CFA charterholder.
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The Board of Directors can create ad-hoc or standing committees. INDEPENDENT PROXY It has set up an Audit Committee and a Compensation Committee At the 2019 General Meeting, burckhardt AG, Basel, was elected as standing committees. The. Audit Committee is tasked with independent proxy until the close of the 2020 Ordinary Annual supporting the Board of Directors in the performance of its General Meeting. supervisory duties; in particular with regards to monitoring and assessing the activities and independence of the external INFORMATION ABOUT RISK ASSESSMENT auditors, the internal control system, accounting and risk aventron has implemented a risk management programme. management. The Compensation Committee supports the Based on a periodic risk identification process, aventron’s key Board of Directors in its tasks related to compensation; risks are assessed for the probability of occurrence and impact. in particular, defining and reviewing the compensation policy Relevant measures are employed to avoid, minimise or transfer and compensation guidelines, as well as preparing agenda items these risks. Risks borne by the company are monitored. relating to compensation issues to be discussed at the General The last risk assessment in accordance with the explanations Meeting. Details of the rights and obligations of the Members above was carried out by the Board of Directors of aventron in of the Board of Directors and the committees are defined in law, December 2019. Using this risk assessment as a basis, no special the articles of association and the organisational and business provisions and value adjustments are required in these annual regulations. Resolutions are passed unanimously by the Board financial statements. of Directors based on written applications, stating reasons. All Member of the Board of Directors represent the company INFORMATION POLICY as joint signatories and are non-executive. In the year under aventron communicates in due time, truthfully and objectively, review, the Board of Directors convened seven meetings and ensuring awareness and acknowledgement. The Annual Report is one training event available on the internet under www.aventron.com. In addition, By special invitation, the CEO, CIO, COO and CFO participate in quarterly reports are available for download from the website. Board of Directors meetings in an advisory capacity and with Key information is disclosed to the public with press releases. a right to make motions, and execute Board mandates. They The latest publications and information are available online at provide the Board with a written quarterly report on current www.aventron.com. business trends, and inform it periodically and in a timely Until its delisting on 14 February 2020, aventron was subject manner of any significant business events. Extraordinary events to ad-hoc disclosures by BX Berne eXchange, and informed the are reported immediately. market about price-sensitive facts unknown to the public that occur in connection with its business activities in accordance AUDITOR with the applicable regulations. The General Meeting confirmed PricewaterhouseCoopers AG, Basel, as auditors of aventron for another year. In 2019, aventron paid PwC CHF 137,830 for the audit of the annual financial statements of the major group companies (2018 financial year).
INTERNAL CONTROL SYSTEM (ICS) aventron is required to maintain an internal control system (ICS). The independent auditors verify compliance with this legal requirement. While the ICS is primarily geared towards financial risks, a risk management system for strategic, operational and compliance risks was set up some time ago.
18 17 aventron 2019 ANNUAL REPORT
EXECUTIVE BOARD
The executive management of aventron was delegated to the CEO under the organisational and business regulations. The CEO manages the ongoing business and represents aventron internally and externally in accordance with the law, articles of association, regulations, mission statement and instructions of the Board of Directors. He further prepares all transactions to be examined by the Board of Directors with application stating reason. For expenditures and investments, this takes the form of credit requests. The CEO defines the mandates to the companies of the aventron Group aligned with the strategy and objectives of aventron. The CEO manages the company’s internal organisation and defines the tasks, competences and responsibilities of all employees.
The CEO, CFO, CIO and COO together form the Executive Board of aventron:
Antoine Millioud, 1969, from Switzerland, has Bernhard Furrer, born in 1971, from Switzerland, 15 years of transaction experience in the field CFO, in office since 2016. After completing his of infrastructure investments. Prior to becoming degree in economics (lic. rer. pol.) at the University CEO of aventron in 2013, he served as Head of of Basel, Bernhard Furrer served as an analyst Corporate Investment Management at IWB. in asset allocation and bonds research at In this role, he was responsible for the acquisition Bank Sarasin from 1997 to 2000. He worked at of more than 200 MW in solar and wind projects, F. Hoffmann- La Roche from 2001, first as a and for monitoring IWB holdings in the Swiss large-scale hydro power controller and later as Head Group Treasury Middle and Back Office. In sector. He worked in international private equity transactions in the late 2006, he switched to EBM as Group Treasurer (until September 2013). energy and real estate sector at Family Office Transfield Holdings in From 2010, he simultaneously held the position of Managing Director at Australia for several years. Positions as a management consultant at AT EBM Greenpower AG, which successfully expanded the EBM portfolio in Kearney in Sydney and as a project manager at Alstom Power (now GE) the New Renewables sector to 160 MW. Bernhard Furrer is also a certified in Baden, Switzerland, round off his experience. Antoine Millioud holds accounting and controlling expert, and a graduate of AZEK/CEFA. a degree in mechanical engineering (Dipl. Masch.-Ing. ETH) and an MBA from INSEAD.
Eric Wagner, born in 1966, from France, CIO. Eric Daniel Moll, born in 1962, from Switzerland, COO. Wagner started his career as an engineer at EDF Daniel Moll has many years of experience in the and GDF (now ENGIE) in France and Germany in construction and energy sector, specifically in 1990. In order to explore other business areas, he the field of renewable energies. At aventron he then worked as a project manager for a consulting has been responsible for the construction and firm in Paris. He returned to the energy sector in operation of hydro and wind power plants in 2006 to assist with EBM’s development in France. Norway since 2014. He is also CEO of aventron There, he was responsible for developing the electricity supply partnership Norway AS. Prior to his employment at aventron, Daniel Moll worked between EBM and Direct Energie, including the management of EBM’s at ERNE AG Holzbau, as Chairman of the Executive Board, and at IWB, network activities in Alsace. In 2010, Eric laid the first cornerstone outside most recently as a member of the Executive Board, Director of Systems of Switzerland for what would later become aventron, and developed and Networks. He currently serves on various Boards of Directors in a portfolio of wind, solar and hydro power plants in France. In 2014, Norway. Daniel Moll graduated in Engineering from the ETH Zurich. Eric Wagner was appointed COO of aventron. Eric holds a degree from the School of Physics from Grenoble Institute of Technology.
70 MW Bandalera-Rodera wind farm in Spain
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Corporate governance and compensation reports
Corporate governance and compensation reports COMPENSATIONCorporate governance and compensation reports REPORT COMPENSATION REPORT
This compensation report contains the information required in Members of the Executive Board receive fixed remuneration accordance with Paragraph 7 of the Ordinance Against Excessive (including any benefits in kind), a fixed expenses allowance and This compensation report contains the information required in Members of the Executive Board receive fixed remuneration Compensation at Listed Companies (VegüV), which replaces the additional performance-related compensation, which is capped accordance with Paragraph 7 of the Ordinance Against Excessive (including any benefits in kind), a fixed expenses allowance and information in the notes to the consolidated annual financial at 50 percent of the fixed remuneration. Compensation at Listed Companies (VegüV), which replaces the additional performance-related compensation, which is capped statements pursuant to Art. 663bbis of the Swiss Code of information in the notes to the consolidated annual financial at 50 percent of the fixed remuneration. bis Obligations (OR). bis The performance-based remuneration could be granted as share statements pursuant to Art. 663b of the Swiss Code of options in full or in part. These options could only be exercised Obligations (OR). The performance-based remuneration could be granted as share after a vesting period of at least two years from their time of COMPENSATION PRINCIPLES options in full or in part. These options could only be exercised Compensation for the members of the Board of Directors and issue. This was repealed in 2018. The targets required to qualify COMPENSATION PRINCIPLES after a vesting period of at least two years from their time of the Executive Board is reviewed annually by the Compensation for performance-based compensation are set annually by the Compensation for the members of the Board of Directors and issue. This was repealed in 2018. The targets required to qualify Committee. In its review of compensation for the Board of Compensation Committee for each member of the Executive the Executive Board is reviewed annually by the Compensation for performance-based compensation are set annually by the Directors, the Committee also considers compensation models Board depending on their position, responsibilities, and tasks Committee. In its review of compensation for the Board of Compensation Committee for each member of the Executive from other companies that are comparable in terms of size and the market conditions during the performance period. Directors, the Committee also considers compensation models Board depending on their position, responsibilities, and tasks and/or business model. In its review of compensation for the If objective grounds such as unforeseen events exist, targets from other companies that are comparable in terms of size and the market conditions during the performance period. Executive Board, the Committee takes the relevant board can be amended or adjusted throughout the year. Expenses and/or business model. In its review of compensation for the If objective grounds such as unforeseen events exist, targets member’s professional experience and scope of responsibilities not covered by the fixed expenses allowance in accordance Executive Board, the Committee takes the relevant board can be amended or adjusted throughout the year. Expenses into account. In 2016, the system of compensation for the with the company’s expenses regulations are reimbursed member’s professional experience and scope of responsibilities not covered by the fixed expenses allowance in accordance Board of Directors and the Executive Board was analysed by against submission of the relevant supporting documents. Such into account. In 2016, the system of compensation for the with the company’s expenses regulations are reimbursed Klingler Consultants AG, and adjusted slightly on the basis of additional payments for actual expenses incurred need not be Board of Directors and the Executive Board was analysed by against submission of the relevant supporting documents. Such the findings with effect from 2017. At the same time, the system approved by the General Meeting. No additional compensation Klingler Consultants AG, and adjusted slightly on the basis of additional payments for actual expenses incurred need not be was simplified. According to the Klinger Consultants study, is paid for activities in other companies directly or indirectly the findings with effect from 2017. At the same time, the system approved by the General Meeting. No additional compensation compensation has been in line with the relevant part of the controlled by the company. The company must not grant was simplified. According to the Klinger Consultants study, is paid for activities in other companies directly or indirectly reference market since then. The members of the Board of the members of the Board of Directors and the Executive Board compensation has been in line with the relevant part of the controlled by the company. The company must not grant Directors receive fixed compensation for their activities, which any loans, credits or pension benefits outside of an occupational reference market since then. The members of the Board of the members of the Board of Directors and the Executive Board is independent from the company’s financial performance pension or benefits specified in Clause 44 of the Articles of Directors receive fixed compensation for their activities, which any loans, credits or pension benefits outside of an occupational (if applicable, plus social insurance costs), and they are also Association, nor provide any collateral. No compensation, is independent from the company’s financial performance pension or benefits specified in Clause 44 of the Articles of entitled to reimbursement of their expenditures. There is no loans or credits were paid or granted to related parties. (if applicable, plus social insurance costs), and they are also Association, nor provide any collateral. No compensation, participation plan for the members of the Board of Directors. entitled to reimbursement of their expenditures. There is no loans or credits were paid or granted to related parties. participation plan for the members of the Board of Directors.
COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS In the 2019 financial year, the members of the Board of Directors were compensated in accordance with the following audited table: COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS In the 2019 financial year, the members of the Board of Directors were compensated in accordance with the following audited table: Fixed Social compensationFixed insuranceSocial Total FixedCHF SocialCHF CHF compensation insurance Total Cédric Christmann Chairman until 2019 AGM 8 250CHF CHF0 8 250CHF CédricDr. Conrad Christmann Ammann CharimanChairman untilfrom 20192019 AGMAGM 248 250750 0 248 250750 Dr.Martin Conrad Schaub Ammann CharimanVice Chairman from 2019 AGM 2413 750200 7470 2413 750947 MartinBeat Huber Schaub ViceChairman Chairman of the Audit Committee and Compensation 1913 800200 1 121747 2013 921947 Committee from 2019 AGM Beat Huber Chairman of the Audit Committee and Compensation 19 800 1 121 20 921 Priscilla Leimgruber Committee Member from 2019 AGM 13 200 0 13 200 PriscillaDaniel von Leimgruber Moltke AuditMember Commi ttee and Compensation Committee 13 200 0 13 200 Member from 2019 AGM Daniel von Moltke Audit Committee and Compensation Committee 13 200 0 13 200 Michael Stalder AuditMember Committ from 2019ee and AGM Compensation Committee 17 600 996 18 596 Member Michael Stalder Audit Committee and Compensation Committee 17 600 996 18 596 Werner Ulmer ChairmanMember of the Audit Committee and Compensation 5 500 311 5 811 Committee until 2019 AGM Werner Ulmer Chairman of the Audit Committee and Compensation 5 500 311 5 811 Nicolas Wyss CommitteeMember from until 2019 2019 AGM AGM 9 900 0 9 900 NicolasTotal Wyss Member from 2019 AGM 1259 400900 3 1750 1289 575900 Total 125 400 3 175 128 575
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20 19 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
In the 2018 financial year, the members of the Board of Directors were compensated as follows:
Fixed Social compensation insurance Total CHF CHF CHF Cédric Christmann Chairman until 2019 AGM 33 000 1 121 34 121 Martin Schaub Vice Chairman 13 200 747 13 947 George Coelho Audit Committee and Compensation Committee 10 266 0 10 266 Member until 6.8.2018 Beat Huber Member 13 200 0 13 200 Michael Stalder Audit Committee and Compensation Committee 17 600 996 18 596 Member Priscilla Leimgruber Member 8 800 498 9 298 Werner Ulmer Chairman of the Audit Committee and Compensation 22 000 1 245 23 245 Committee Total 118 066 4 607 122 673
With the exception of contributions to state social insurance schemes, no contributions are generally paid to pension funds or other provident institutions for the Members of the Board of Directors.
COMPENSATION FOR MEMBERS OF THE EXECUTIVE BOARD In the 2019 financial year, the members of the Board of Directors were compensated in accordance with the following audited table:
Performance- Employer Gross related contributions to social Total remuneration comp. / insurance Fixed expense Compensation CHF cash CHF* CHF CHF CHF Total compensation 696 082 115 359 134 261 18 000 963 702 Highest individual compensation 255 008 45 965 48 708 6 000 355 681 to CEO Antoine Millioud
*Performance-related compensation accrued in 2019 to be paid out in 2020.
No options were issued to the members of the Executive Board in 2019. The members of the Executive Board are provided with a company car which may be used privately.
In the 2018 financial year, the members of the Executive Board were compensated as follows:
Performance- Employer Gross related contributions to social Total remuneration comp. / insurance Fixed expense Compensation CHF cash CHF* CHF CHF CHF Total compensation 625 079 93 364 115 652 18 000 852 095 Compensation to 255 008 33 564 47 300 6 000 341 872 CEO Antoine Millioud
*Performance-related compensation actually paid out for 2018 and reported in 2019.
No options were issued to the members of the Executive Board in 2018. The members of the Executive Board are provided with a company car which may be used privately.
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Corporate governance and compensation reports COMPENSATION REPORT Report of the statutory auditor to the General Meeting of aventron AG This compensation report contains the information required in Members of the Executive Board receive fixed remuneration accordanceMünchenstein with Paragraph 7 of the Ordinance Against Excessive (including any benefits in kind), a fixed expenses allowance and Compensation at Listed Companies (VegüV), which replaces the additional performance-related compensation, which is capped information in the notes to the consolidated annual financial at 50 percent of the fixed remuneration. statements pursuant to Art. 663bbis of the Swiss Code of Obligations (OR). The performance-based remuneration could be granted as share We have audited the remuneration report (pages 19 to 20) of aventron AG for the year ended 31 December 2019. [The audit was limited to the information according to articles 14–16 of the Ordinanceoptions against in full Excessive or in part. CompensationThese options couldin Stock only Ex- be exercised COMPENSATIONchange Listed Companies PRINCIPLES (Ordinance) contained in the tables labeledafter 'audited' a vestingof the period remuneration of at leas report.t two years from their time of Compensation for the members of the Board of Directors and issue. This was repealed in 2018. The targets required to qualify the Executive Board is reviewed annually by the Compensation for performance-based compensation are set annually by the Committee.Board of Directors’ In its review responsibility of compensation for the Board of Compensation Committee for each member of the Executive Directors,The Board the of DirectorsCommittee is responsiblealso considers for compensationthe preparation models and overall fairBoard presentation depending of onthe their remuneration position, responsibilities, report in accord- and tasks fromance otherwith Swiss companies law and that the are Ordinance comparable against in terms Excessive of size Compensation and inthe Stock market Exchange conditions Listed duri Companiesng the performance (Ordi- period. and/ornance). business The Board model. of Directors In its re isview also of responsible compensation for designingfor the the remunerationIf objective groundssystem andsuch defining as unforeseen individual events remunera- exist, targets Executivetion packages. Board, the Committee takes the relevant board can be amended or adjusted throughout the year. Expenses member’s professional experience and scope of responsibilities not covered by the fixed expenses allowance in accordance intoAudito account.r’s responsibility In 2016, the system of compensation for the with the company’s expenses regulations are reimbursed Board of Directors and the Executive Board was analysed by against submission of the relevant supporting documents. Such Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance Klingler Consultants AG, and adjusted slightly on the basis of additional payments for actual expenses incurred need not be with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the the findings with effect from 2017. At the same time, the system approved by the General Meeting. No additional compensation audit to obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14–16 of wasthe Ordinance. simplified. According to the Klinger Consultants study, is paid for activities in other companies directly or indirectly compensation has been in line with the relevant part of the controlled by the company. The company must not grant referenceAn audit involves market performingsince then. proceduresThe members to obtainof the auditBoard evidence of on thethe disclosures members ofmade the Boardin the ofremuneration Directors and repor thet Executivewith Board Directorsregard to receivecompensation, fixed compensati loans andon credits for their in accordance activities, which with articles any14– 16loans, of the credits Ordinance. or pension The benefproceduresits outside selected of an occupational isdepend independent on the auditor’sfrom the judgment,company’s including financial the performance assessment of the riskspension of material or benefits misstatements specified in theClause remuneration 44 of the Articles re- of (ifport, applicable, whether dueplus tosocial fraud insu or ranceerror. Thiscosts), audit and also they includes are also evaluating Association,the reasonableness nor provide of the any methods collateral. applied No compensation, to value entitledcomponents to reimbursement of remuneration, of thaseir well expenditures. as assessing There the overallis no presentationloans ofor thecredits remuneration were paid report.or granted to related parties. participation plan for the members of the Board of Directors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
COMPENSATIONOpinion FOR MEMBERS OF THE BOARD OF DIRECTORS In ourthe opinion,2019 financial the remuneration year, the members report of ofaventron the Board AG of for Directors the year we endedre compensated 31 December in 2019accordance complies with with the Swiss following law and audited table: articles 14–16 of the Ordinance. Fixed Social PricewaterhouseCoopers AG compensation insurance Total CHF CHF CHF Cédric Christmann Chairman until 2019 AGM 8 250 0 8 250 Dr. Conrad Ammann Chariman from 2019 AGM 24 750 0 24 750 Martin Schaub Vice Chairman 13 200 747 13 947 Beat Huber Chairman of the Audit Committee and Compensation 19 800 1 121 20 921 Committee from 2019 AGM PriscillaThomas Leimgruber Brüderlin Member Arsim Arslani 13 200 0 13 200 DanielAudit expert von Moltke Audit Committee and CompensationAudit expert Committee 13 200 0 13 200 Auditor in charge Member from 2019 AGM Michael Stalder Audit Committee and Compensation Committee 17 600 996 18 596 Basel, 11 March 2020 Member Werner Ulmer Chairman of the Audit Committee and Compensation 5 500 311 5 811 Committee until 2019 AGM Nicolas Wyss Member from 2019 AGM 9 900 0 9 900
TotalPricewaterhouseCoopers AG, St. Jakobs-Strasse 25, Postfach, CH-4002 Basel, Switzerland125 400 3 175 128 575 Telefon: +41 58 792 51 00, Telefax: +41 58 792 51 10, www.pwc.ch
PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
20 21 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT Financial report Financial report FINANCIAL REVIEW
INCOME STATEMENT In 2019, aventron generated net revenue BALANCE SHEET The major increases are the result of the IofN CHFCOM 102.5E STA millionTEME N(previousT In 2019, year: aventron CHF 91.8 generated million). net This revenue growth acquisitionsBALANCE S ofHE theET windThe major farm sincreases in Germany are and the hydropowerresult of the inof revenueCHF 102.5 of million12 percent (previous is attributable year: CHF primarily 91.8 million). to acquisitions This growth plantsacquisitions in Norway of the as wind well farm as thes in photovoltaic Germany and plants hydropower in Spain and in revenuethe solar of sector 12 percent and the is coattributablemmissioning primarily of hydropower to acquisitions plants Switzerland.plants in Norway In 2019, as well aventron as the increasedphotovoltaic property, plants plantin Spain and and infrom the construction solar sector andprojects. the co Atmmissioning the same time, of hydropower aventron profited plants equipmentSwitzerland. by In a 2019, total ofaventron CHF 54.9 increased million (previous property, year: plant CHF and from steadyconstruction electricity projects. prices At th theroughout same time, Europe aventron despite profited slightly 118.5equipment million) by througha total of changes CHF 54.9 in million the scope (previous of consolidation year: CHF and belowfrom steady average electricity production prices conditi throughoutons. The Europe segment despite report slightly on ongoing118.5 million) investments. through External changes financial in the scope liabilities of consolidation were reduced and pagebelow 30 average shows productionthe distribution conditi of ons.revenue The segmentacross the report three on byongoing CHF 1.0 investments. million (previous External year: financial increase liabilities of CHF were9.9 million). reduced segmentspage 30 shows of the the aventron distribution Group: of CHFrevenue 14.6 acrossmillion, the or three14 percent, Theby CHF balance 1.0 million sheets (previous of the forei year:gn increasesubsidiaries of CHF and 9.9 intragroup million). weresegments generated of the inaventron the hydropower Group: CHF segment, 14.6 million, CHF 58.7 or 14 million, percent, loansThe balance were included sheets of at the an foreiexchangegn subsidiaries rate of 1.0870 and intragroup CHF/EUR orwere 57 generatedpercent, in inthe the wind hydropower segment, segment, and CHF 28.5CHF 58.7million, million, or (previousloans were year: included 1.1269 at CHF/EUR).an exchange This rate resulted of 1.0870 in a measurement CHF/EUR 28or 57percent, percent, in thein the solar wind segment. segment, and CHF 28.5 million, or (previousdifference year: of CHF 1.1269 -7.8 million, CHF/EUR). which This is resulted recognised in a in measurement equity. 28 percent, in the solar segment. difference of CHF -7.8 million, which is recognised in equity. With CHF 33.1 million, the operating expenses are CHF 3.4 million, Equity amounted to CHF 225.6 million (previous year: orWith 11 CHFpercent, 33.1 highermillion, in the 2019 operating than in expenses the previous are year.CHF 3.4 The million, higher CHFEquity 235.2 amounted million), to which CHF 225. repr6esents million an (previous equity ratio year: of expenditureor 11 percent, is higherpartially in attribut2019 thanable in to the the previous newly acquired year. The power higher aroundCHF 235.2 30 million),percent. whichAs at therepr reportingesents an date, equity cash ratio and of plants,expenditure on the is onepartially hand, attribut and anable increase to the in newly human acquired resources power casharound equivalents 30 percent. were As atCHF the 69.1 reporting million. date, cash and inplants, line with on the the one organisational hand, and an development increase in humanof aventron, resources cash equivalents were CHF 69.1 million. onin line the withother the hand. organisational This is also developmentreflected in the of CHF aventron, 0.8 million OUTLOOK The results of the existing plants are dependent increaseon the other of personnel hand. This expenses; is also reflected at the end in the of 2019,CHF 0.8 aventron million OonU theTLO meteorologicalOK The results conditionsof the existing and plantswill also are partially dependent be hadincrease 27 employees. of personnel The expenses; CHF 3.4 millionat the endyear-on-year of 2019, aventron increase in determinedon the meteorological by the wholesale conditions price and trend. will Thealso diversification partially be depreciationhad 27 employees. and amortisation The CHF 3.4 to million CHF 39.8 year-on-year million is attributableincrease in characteristicsdetermined by acrossthe wholesale six count priceries andtrend. three The technologies diversification depreciationto the investments and amortisation made in the to reporting CHF 39.8 year million and is the attributable previous willcharacteristics have a positive across impact six count on theries result. and three The growthtechnologies from year.to the investments made in the reporting year and the previous recentwill have years a positive facilitates impact economies on the result. of scale, The especially growth from in year. therecent cost years structure. facilitates Future economies acquisitions of scale, made especially to achieve in the The operating profit (EBIT) stands at CHF 32.4 million (previous 2020the cost milestone structure. of 600Future MW ac andquisitions the final made goal to of achieve 1,000 MW the year:The operating CHF 28.2 profitmillion) (EBIT) with stands an EBIT at margin CHF 32.4 of million32 percent, (previous which by2020 2030 milestone will continue of 600 to MW have and a materialthe final impactgoal of on1,000 the MW result. isyear: higher CHF than 28.2 the million) previous with year’s an EBIT figure margin of 31 of percent. 32 percent, Whereas which by 2030 will continue to have a material impact on the result. theis higher EBIT marginthan the for previous the hydro year’s segment figure decreasedof 31 percent. to 28 Whereas percent (previousthe EBIT margin year: 29 for percent) the hydro due segment to the very decreased dry year to with 28 percentlittle precipitation(previous year: across 29 percent) Europe, due the toEBIT the margin very dry for year the withsolar little segmentprecipitation increased across toEurope, 37 percent the EBIT (previous margin year: for the 35 solarpercent) segmentas a result increased of above-average to 37 percent solar (previous radiation. year: With 35 an percent) EBIT margin ofas 33a result percent of above-average(previous year: solar33 per radiation.cent), a figure With anon EBITpar with margin the previousof 33 percent year’s (previous figure could year: be 33 achieved. percent), a figure on par with the previous year’s figure could be achieved. With net expenses of CHF 14.8 million, the financial result is lowerWith net than expenses the CHF of 15.6 CHF million 14.8 million, achieved the in financial the previous result year. is aventronlower than closed the CHF the 15.6 year million 2019 with achieved a profit in theafter previous taxes and year. minorityaventron interests closed the of yearCHF 14.02019 million with a (previous profit after year: taxes CHF and 11.2 million).minority Thusinterests aventron of CHF raised 14.0 millionits annual (previous result byyear: CHF CHF 2.8 11.2 million tomillion). CHF 13.0 Thus million, aventron which raised repres its entsannual earnings result perby CHF share 2.8 of million 29.9 centimes.to CHF 13.0 million, which represents earnings per share of 29.9 centimes.
22 23 23
Financial Report | Consolidated annual financial statements of the aventron Group Financial Report | Consolidated annual financial statements of the aventron Group CONSOLIDATED INCOME STATEMENT
Note 2019 2018 NoteNo. 2019kCHF 2018kCHF No. kCHF kCHF Net revenue from goods and services 1 102 521 91 792 Net revenue from goods and services 1 102 521 91 792 Own work capitalised 627 257 Own work capitalised 627 257 Other operating income 2 2 052 2 156 Other operating income 2 2 052 2 156 Total operating revenue 105 200 94 205 Total operating revenue 105 200 94 205
Expenses for energy, material and services 3 -17 213 -15 146 Expenses for energy, material and services 3 -17 213 -15 146 Personnel expenses 4 -3 682 -2 886 Personnel expenses 4 -3 682 -2 886 Other operating expenses 5 -12 162 -11 651 Other operating expenses 5 -12 162 -11 651 Operating expenses -33 057 -29 683 Operating expenses -33 057 -29 683
Earnings before financial result, taxes, depreciation and other result (EBITDA) 72 143 64 522 Earnings before financial result, taxes, depreciation and other result (EBITDA) 72 143 64 522
Depreciation on property, plant and equipment 12 -39 273 -35 789 Depreciation on property, plant and equipment 12 -39 273 -35 789 Amortisation on intangible assets 14 -485 -553 Amortisation on intangible assets 14 -485 -553
Earnings before financial result, taxes and other result (EBIT) 32 385 28 180 Earnings before financial result, taxes and other result (EBIT) 32 385 28 180
Results of associated organisations -10 -21 Results of associated organisations -10 -21 Financial result 6 -14 770 -15 622 Financial result 6 -14 770 -15 622
Ordinary result 17 605 12 537 Ordinary result 17 605 12 537
Other extraordinary and non-operating result 7 -63 442 Other extraordinary and non-operating result 7 -63 442
Earnings before taxes (EBT) 17 542 12 979 Earnings before taxes (EBT) 17 542 12 979
Income taxes 8 -3 559 -1 813 Income taxes 8 -3 559 -1 813
Annual result incl. minority interests 13 983 11 166 Annual result incl. minority interests 13 983 11 166
Minority share in result -942 -919 Minority share in result -942 -919 Annual result excl. minority interests 13 041 10 247 Annual result excl. minority interests 13 041 10 247
EARNINGS PER SHARE – IN CENTIME PER SHARE EARNINGS PER SHARE – IN CENTIME PER SHARE 2019 2018 2019 2018 Non-diluted earnings per share 29,9 26,5 Non-diluted earnings per share 29,9 26,5 Diluted earnings per share 29,9 26,5 Diluted earnings per share 29,9 26,5 Average number of shares outstanding 43 553 891 38 637 066 Average number of shares outstanding 43 553 891 38 637 066
24 24 23 24 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT Financial Report | Consolidated annual financial statements of the aventron Group Financial Report | Consolidated annual financial statements of the aventron Group CONSOLIDATED BALANCE SHEET
Note 31/12/2019 31/12/2018 NoteNo. 31/12/2019kCHF 31/12/2018kCHF Assets No. kCHF kCHF AssetsCash and cash equivalents 69 129 66 829 CashSecurities and cash equivalents 69 129376 66 829446 SecuritiesTrade accounts receivable 9 12 049376 11 982446 TradeOther currentaccounts receivables receivable 109 129 049495 11 982622 OtherInventories current receivables 10 9 49596 11 62278 InventoriesAccrued income and prepaid expenses 11 12 29896 10 87078 AccruedCurrent assetsincome and prepaid expenses 11 10312 443298 10110 827870 Current assets 103 443 101 827 Property, plant and equipment 12 601 309 605 816 Property,Financial assetsplant and equipment 1213 60130 309381 60531 816786 FinancialIntangible assets assets 1314 308 381669 319 786439 IntangibleNon-current assets assets 14 6408 359669 6479 041439 Non-current assets 640 359 647 041 Total assets 743 802 748 868 Total assets 743 802 748 868 Equity and liabilities EquityCurrent and financial liabilities liabilities 15 42 760 31 193 CurrentTrade accounts financial payable liabilities 1517 4213 760406 319 193076 TradeOther currentaccounts liabilities payable 1718 139 406159 9 076466 OtherAccrued current expenses liabilities and deferred income 1819 95 159422 95 466980 AccruedCurrent liabilitiesexpenses and deferred income 19 705 747422 555 715980 Current liabilities 70 747 55 715 Non-current financial liabilities 16 428 620 441 169 OtherNon-current non-current financial liabilities liabilities 16 4285 282620 4415 341169 Non-currentOther non-current provisions liabilities 20 135 282598 115 341425 Non-current provisionsliabilities 20 44713 500598 45711 935425 Non-current liabilities 447 500 457 935 Share capital 43 729 43 729 ShareCapital capital reserves 28643 729333 28643 729277 CapitalRetained reserves earnings -124286 333652 -110286 277662 RetainedOwn shares earnings 21 -124-1 428652 -110-2 122662 OwnAnnual shares result 21 13-1 428041 10-2 122247 AnnualEquity beforeresult minoritiy interests 21713 023041 22710 469247 EquityMinority before interests minoritiy interests 2178 023532 2277 469749 MinorityTotal equity interests 2258 532555 2357 749218 Total equity 225 555 235 218 Total equity and liabilities 743 802 748 868 Total equity and liabilities 743 802 748 868
24 25 25
Financial Report | Consolidated annual financial statements of the aventron Group Financial Report | Consolidated annual financial statements of the aventron Group CASH FLOW STATEMENT
2019 2018 2019kCHF 2018kCHF kCHF kCHF Annual result incl. minority interests 13 983 11 166 Annual result incl. minority interests 13 983 11 166 Depreciation of non-current assets 39 505 36 342 Depreciation of non-current assets 39 505 36 342 Impairments of non-current assets 253 0 Impairments of non-current assets 253 0 Results of associated organisations 10 21 Results of associated organisations 10 21 Changes in provisions and deferred taxes 2 142 1 232 Changes in provisions and deferred taxes 2 142 1 232 Interest expense 16 180 16 389 Interest expense 16 180 16 389 Results on disposal of fixed assets 77 -19 Results on disposal of fixed assets 77 -19 Results on disposal of financial assets and group companies -1 418 901 Results on disposal of financial assets and group companies -1 418 901 Other non-cash items -679 -2 449 Other non-cash items -679 -2 449 Cash flow from business activities before changes in net current assets 70 053 63 583 Cash flow from business activities before changes in net current assets 70 053 63 583 Increase (–) decrease (+) in receivables and inventories 1 575 8 031 Increase (–) decrease (+) in receivables and inventories 1 575 8 031 Increase (–) decrease (+) in accrued income and prepaid expenses -1 692 1 218 Increase (–) decrease (+) in accrued income and prepaid expenses -1 692 1 218 Increase (+) decrease (–) in liabilities 5 015 -4 609 Increase (+) decrease (–) in liabilities 5 015 -4 609 Increase (+) decrease (–) in accured expenses and deferred income -669 -378 Increase (+) decrease (–) in accured expenses and deferred income -669 -378 Cash flow from operating activities 74 282 67 845 Cash flow from operating activities 74 282 67 845
Investments in property, plant and equipment -46 173 -43 081 Investments in property, plant and equipment -46 173 -43 081 Investments in financial assets -616 -1 116 Investments in financial assets -616 -1 116 Investments in intangible assets -31 -155 Investments in intangible assets -31 -155 Divestment of property, plant and equipment 275 111 Divestment of property, plant and equipment 275 111 Divestment of financial assets 1 127 20 254 Divestment of financial assets 1 127 20 254 Divestment of intangible assets 10 0 Divestment of intangible assets 10 0 Acquisition of consolidated companies -7 297 -16 119 Acquisition of consolidated companies -7 297 -16 119 Cash and cash equivalents received from acquisitions and non-cash contributions 554 25 438 Cash and cash equivalents received from acquisitions and non-cash contributions 554 25 438 Divestment of group companies 1 917 0 Divestment of group companies 1 917 0 Cash flow from investing activities -50 234 -14 668 Cash flow from investing activities -50 234 -14 668
Capital increase less transaction costs* 0 34 590 Capital increase less transaction costs* 0 34 590 Issuance/repayment of current financial liabilites 11 605 -13 757 Issuance/repayment of current financial liabilites 11 605 -13 757 Issuance/repayment of non-current financial liabilites -5 310 -19 035 Issuance/repayment of non-current financial liabilites -5 310 -19 035 Acquisition/disposal of own shares 750 -1 500 Acquisition/disposal of own shares 750 -1 500 Distribution of profits to shareholders -10 877 -7 827 Distribution of profits to shareholders -10 877 -7 827 Dividend payments to minority shareholders -114 -105 Dividend payments to minority shareholders -114 -105 Interest paid -15 954 -16 293 Interest paid -15 954 -16 293 Cash flow from financing activities -19 900 -23 927 Cash flow from financing activities -19 900 -23 927
Cash flow balance 4 148 29 250 Cash flow balance 4 148 29 250
Cash and cash equivalents as at 01 Jan. 66 829 39 433 Cash and cash equivalents as at 01 Jan. 66 829 39 433 Currency impact -1 848 -1 854 Currency impact -1 848 -1 854 Cash flow balance 4 148 29 250 Cash flow balance 4 148 29 250 Cash and cash equivalents as at 31 Dec. 69 129 66 829 Cash and cash equivalents as at 31 Dec. 69 129 66 829
* The capital increase in the previous year was achieved through cash funds of kCHF 35 420 and non-cash contributions of kCHF 58 888. The costs of the capital increase were kCHF 830. * The capital increase in the previous year was achieved through cash funds of kCHF 35 420 and non-cash contributions of kCHF 58 888. The costs of the capital increase were kCHF 830. * The capital increase in the previous year was achieved through cash funds of kCHF 35 420 and non-cash contributions of kCHF 58 888. The costs of the capital increase were kCHF 830.
26 26 25 26 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT Financial report | Consolidated annual financial statements of the aventron Group Financial report | Consolidated annual financial statements of the aventron Group STATEMENT OF CHANGES IN EQUITY
Share Capital Retained Goodwill Own Total, excl. Minority Total, incl. CapitalShare ReservesCapital Retainedearnings Goodwilloffset sharesOwn Total,minority excl. interestsMinority Total,minority incl. Capital Reserves earnings offset shares interestsminority interests interestsminority kCHF kCHF TCHF TCHF kCHF interestskCHF kCHF interestskCHF Equity as at 01/01/2019 43kCHF 729 286kCHF 277 32TCHF 015 -132TCHF 430 -2kCHF 122 227kCHF 469 7kCHF 749 235kCHF 218 DividendEquity as distribution at 01/01/2019 2019 43 7290 286 277 0 -10 32 015877 -132 430 0 -2 122 0 227 -10 469877 7 -114749 235 -10 218991 AnnualDividend result distribution 2019 2019 0 0 -10 13 041877 0 0 -10 13 041877 -114 942 -10 13 983991 AcquiredAnnual result goodwill 2019 offset 0 0 13 041 0 -5 568 0 0 13 -5 041568 942 -60 13 -5 983628 InclusionAcquired goodwillof minority offset interests in the 0 0 0 -5 568 0 0 -5 568 0 -60 42 -5 628 42 scopeInclusion of consolidation of minority interests in the 0 0 0 0 0 0 42 42 Acquisitionscope of consolidation of own shares 0 0 0 0 -129 -129 0 -129 DisposalAcquisition of ownof own shares shares 0 56 0 0 0 -129 823 -129 879 0 -129 879 CurrencyDisposal of impact own shares 0 56 0 -11 854 0 4 062 0 823 0 -7 792 879 -27 0 -7 819 879 EquityCurrency as impact at 31/12/2019 43 7290 286 333 0 -11 22 325854 -133 4 936062 -1 428 0 217 -7 023792 8 532 -27 225 -7 555819 Equity as at 31/12/2019 43 729 286 333 22 325 -133 936 -1 428 217 023 8 532 225 555
Equity as at 01/01/2018 34 105 216 912 34 649 -128 747 -622 156 297 29 671 185 968 EquityDividend as distribution at 01/01/2018 2018 34 1050 216 -7 912827 34 649 0 -128 747 0 -622 0 156 -7 297827 29 -105671 185 -7 968932 DividendAnnual result distribution 2018 2018 0 -7 827 0 10 247 0 0 0 10 -7 247827 -105 919 11 -7 166932 AnnualCapital increaseresult 2018 9 6240 83 854 0 10 247 0 0 0 9310 478247 919 0 1193 166478 CapitalInclusion increase of minority interests in the 9 6240 83 854 0 0 0 0 93 478 0 520 0 93 478 520 Inclusionscope of consolidation of minority interests in the 0 0 0 0 0 0 520 520 scopeAcquired of consolidationgoodwill offset 0 0 0 -8 366 0 -8 366 -26 -8 392 AcquiredAcquisition goodwill of minority offset interests 0 -6 662 0 0 -8 366 0 0 -8-6 366662 -21 238 -26 -27 -8 392900 AcquisitionOther changes of minority in minority interests interests 0 -6 662 0 1 463 0 162 0 0 -6 1 625662 -21 -1 625238 -27 900 0 OtherAcquisition changes of own in minority shares interests 0 0 1 463 0 162 0 -1 598 0 -1 1 598625 -1 625 0 -1 598 0 AcquisitionDisposal of ownof own shares shares 0 0 0 0 -1 598 98 -1 598 98 0 -1 598 98 DisposalCurrency of impact own shares 0 0 -14 344 0 4 521 0 98 0 -9 823 98 -367 0 -10 190 98 CurrencyEquity as impact at 31/12/2018 43 7290 286 277 0 -14 32 015344 -132 4 430521 -2 122 0 227 -9 469823 7 -367749 235 -10 218190 Equity as at 31/12/2018 43 729 286 277 32 015 -132 430 -2 122 227 469 7 749 235 218
T he share capital of aventron AG, Münchenstein, is divided as follows: 43 728 575 (previous year: 43 728 575) registered shares at a nominal value of CHF 1. The share capital of aventron AG, Münchenstein, is divided as follows: 43 728 575 (previous year: 43 728 575) registered shares at a nominal value of CHF 1.
31/12/2019 31/12/2018 31/12/2019kCHF 31/12/2018kCHF As at the balance sheet date, the aventron Group had non-distributable reserves of 24 kCHF030 25 kCHF071 As at the balance sheet date, the aventron Group had non-distributable reserves of 24 030 25 071
26 27 27
Financial report | Consolidated annual financial statements of the aventron Group Financial report | Consolidated annual financial statements of the aventron Group NOTES ON THE CONSOLIDATION AND MEASUREMENT PRINCIPLES GENERAL PRINCIPLES In December 2018, aventron Italia S.r.l. acquired 100 percent TheGENERAL principles PRINCIPLES governing the consolidation, measurement, ofIn theDecember shares 2018,in Fosso aventron dell’Oro Italia S.r.l. andS.r.l. aventronacquired Norway100 percent AS Thestructure principles and presentationgoverning the of c onsolidation,the financial statementsmeasurement, of the acquiredof the shares 100 inpercent Fosso ofdell’Oro the shares S.r.l. andin Sirdal aventron Kraft NorwayAS. In the AS aventronstructure Groupand presentation are based on of Swtheiss financial Accounting statements and Reporting of the fourthacquired quarter, 100 percent Strandjordselva of the shares Minikraftverk in Sirdal Kraft AS was AS. alsoIn the merged Recommendationsaventron Group are (Swissbased GAAPon Sw FER).iss Accounting They must and be usedReporting by all withfourth Stoforskei quarter, StrandjordselvaNaturkraft AS and Mi nikraftverkBe Hydro SAS AS withwas Birseckalso merged companiesRecommendations within the (Swiss scope GAAP of consolidation. FER). They must be used by all Hydrowith Stoforskei SAS. Pyrénées Naturkraft Hydro AS SAS, and in Be which Hydro the SAS aventron with Birseck Group companies within the scope of consolidation. holdsHydro aSAS. share Pyrénées of 50 percent, Hydro SAS, was in newly which consolidated the aventron on Group a SCOPE OF CONSOLIDATION pro-rataholds a share basis ofas 50 from percent, 1 January was newly2018 due consolidated to its economic on a TheseSCOPE consolidated OF CONSOLIDATION financial statements include all equity importance.pro-rata basis as from 1 January 2018 due to its economic interestsThese consolidated of aventron, financial Münchenstein, statements in which include aventron all equity holds importance. moreinterests than of 50 aventron, percent, Münchenstein, either directly inor whichindirectly, aventron or over holds CURRENCY TRANSLATION morewhich than it can 50 exercise percent, control either underdirectly the or contractual indirectly, or agreement over TheCURRENCY balance TRANSLATION sheets of companies which account in foreign inwhich place. it canEquity exercise interests control of 50 under percent the heldcontractual by the Group agreement were currenciesThe balance were sheets translated of companies using the which year-end account rate in onforeign 31 consolidatedin place. Equity on interests a pro-rata of basis.50 percent Equity held interests by the of Group more were than December;currencies weretheir translatedincome statem usingents the andyear-end cash flowrate statementson 31 20consolidated percent are on measured a pro-rata and basis. recognised Equity interests using the of equitymore than wereDecember; translated their usingincome the statem averageents annual and cash rate. flow Differences statements method.20 percent Equity are measured interests of and less re thancognised 20 percent using the are equity measured fromwere thetranslated translation using of the the average opening annual and closing rate. Differencesbalance sheets, atmethod. acquisition Equity cost. interests Impairment of less chargesthan 20 percentwere booked are measured for asfrom well the as translation differences of resulting the openi fromng and the closingapplication balance of different sheets, impairmentsat acquisition incurred. cost. Impairment An overview charges of the were consolidated booked for translationas well as differences rates in the resulting balance from sheet the and application income statement, of different companiesimpairments and incurred. their treatment An overview in the of theconsolidated consolidated financial weretranslation posted rates directly in the in equity.balance Currency sheet and effects income associated statement, with statementscompanies and can theirbe found treatment in the innotes the consolidatedto the consolidated financial annual long-termwere posted intragroup directly in loans equity. with Currency equity charactereffects associated were posted with financialstatements statements. can be found in the notes to the consolidated annual directlylong-term to equity.intragroup When loans a group with companyequity character is sold orwere a loan posted financial statements. withdirectly equity to equity. character When is repaid,a group the company associated is sold currency or a loan effects CHANGES IN THE SCOPE OF CONSOLIDATION IN 2019 recognisedwith equity incharacter equity are is repaid,transferred the associated to the income currency statement. effects AsCHANGES of 1 January IN THE 2019, SCOPE a 100 OF percent CONSOLIDATION share of the IN company 2019 CH recognised in equity are transferred to the income statement. CavallinoAs of 1 January Sàrl was 2019, purchased. a 100 percent After the share purchase, of the company the company CH EXCHANGE RATES mergedCavallino with Sàrl Birseck was purchased. Solar AG onAfter 1 January the purchase, 2019. Inthe Switzerland, company Year-endEXCHANGE rates RATES 100merged percent with of Birseck the shares Solar ofAG the on company1 January Emerging 2019. In Switzerland, Power EURYear-end 1 = CHF rates 1.0870 (previous year: CHF 1.1269) Developers100 percent SA of werethe shares acquired. of the As companya result, its Emerging 51 percent Power NOKEUR 1100 = CHF = CHF 1.0870 11.0201 (previous (previous year: year: CHF CHF1.1269) 11.3842) subsidiaryDevelopers Energy SA were Renouvable acquired. AsVouv a result,ry SA (hydropower its 51 percent plant) NOK 100 = CHF 11.0201 (previous year: CHF 11.3842) nowsubsidiary belongs Energy to the Renouvable scope of cons Vouvolidation.ry SA (hydropower In Germany plant) during Annual average rates nowthe second belongs quarter to the ofscope 2019, of 100cons percentolidation. of Inthe Germany shares of during the EURAnnual 1 = averageCHF 1.1125 rates (previous year: CHF 1.1549) companythe second Winpark quarter Nindorf of 2019, GmbH 100 percent & Co. KG of were the shares purchased. of the NOKEUR 1100 = CHF = CHF 1.1125 11.2953 (previous (previous year: year: CHF CHF1.1549) 12.0295) companyOn 31 May Winpark 2019, the Nindorf solar GmbHpower &plant Co. GeneraciónKG were purchased. fotovoltaica NOK 100 = CHF 11.2953 (previous year: CHF 12.0295) loOn borrego 31 May was2019, sold. the In solar Norway, power the plant portfolio Generación of aventron fotovoltaica Norway CONSOLIDATION OF ASSETS AND LIABILITIES AND waslo borrego expanded was withsold. theIn Norway, acquisition the of portfolio 100 percent of aventron of the sharesNorway INTRAGROUPCONSOLIDATION REVENUES OF ASSETS AND LIABILITIES AND inwas Markåni expanded Kraftverk with theAS. acquisition of 100 percent of the shares AllINTRAGROUP intragroup assetsREVENUES and liabilities were netted and eliminated in Markåni Kraftverk AS. asAll partintragroup of the consolidation.assets and liabilities All intragroup were netted supplies and and eliminated services CHANGES IN THE SCOPE OF CONSOLIDATION IN 2018 wereas part equally of the netted consolidation. and eliminated All intragroup during supplies the consolidation. and services TheCHANGES acquired IN companyTHE SCOPE Romrod OF CONSOLIDATION Windparkbetriebsgesellschaft IN 2018 were equally netted and eliminated during the consolidation. mbHThe acquired was fully company consolidated Romrod as from Windparkbetriebsgesellschaft 1 January 2018. In Norway, CONSOLIDATION OF CAPITAL allmbH of wasthe shares fully consolidated in the Storøy as Vindpark from 1 January AS wind 2018. farm andIn Norway, the CapitalCONSOLIDATION consolidation OF isCAPITAL based on the purchase method. This Kjerringnesall of the shares Kraft in AS the hydropower Storøy Vindpark plant companyAS wind farm were and acquired. the methodCapital consolidation nets the company’s is based capital on the on purchase the acquisition method. date This TheKjerringnes companies Kraft Centrale AS hydropower Solaire Batineo plant company 1 SAS and were Centrale acquired. withmethod the netspurchase the company’s price and therebycapital on adds the the acquisition acquisition date costs TheSolaire companies L’Alcazar Centrale were merged Solair ewith Batineo Solaire 1 SAS Prime and SAS Centrale with effect towith the the purchase purchase price. price Goodwill and thereby or negative adds the goodwill acquisition is netted costs fromSolaire 27 L’Alcazar June 2018. were On merged 30 June with 2018, Solaire aventron Prime Deutschland SAS with effect withto the Group purchase equity. price. The Goodwill effects of or theoretical negative goodwill capitalisation is netted GmbHfrom 27 acquired June 2018. 100 Onpercent 30 June of the 2018, shares aventron in the Deutschland company (acquisitionwith Group equity. cost, residual The effects value, of useful theoretical life, amortisation) capitalisation and WindkraftanlagenGmbH acquired 100 Hochstätten percent of theGmbH shares & Co. in KG.the Within company the scope any(acquisition impairments cost, residualare disclosed value, in useful the notes life, amortisation)to the consolidated and ofWindkraftanlagen the capital increase, Hochstätten aventron GmbH took over & Co. 100 KG. percent Within theof the scope financialany impairments statements. are disclosedIf acquisitions in the involve notes toany the earn-out consolidated sharesof the capital in the companiesincrease, aventron Parque Eólicotook over Puerto 100 Real percent I S.L. of and the payments,financial statements. these are reported If acquisitions through involve the holding any earn-out as a reserve sharesEBM Solaire in the Srl companies as well as Parquethe rema Eólicoining Puerto 35 percent Real I of S.L. the and shares orpayments, liability, providedthese are these reported payments through are the likely holding to occur as a and reserve their inEBM leading Solaire swiss Srl as renewables well as the AG. rema In iningthe fourth 35 percent quarter, of the shares valueor liability, can be provided reliably these determined. payments Du ringare likelythe first to occurtwo years and theirafter incompanies leading swiss aventron renewables España AG. S.L. In (100 the percent fourth quarter, share), Kraftwerkthe closing,value can reappraisals be reliably ofdetermined. earn-out provisions During the are first consequently two years after Palanggenbachcompanies aventron AG (60 España percent S.L. shar (100e) percentand Parc share), Solaire Kraftwerk Amélie recognisedclosing, reappraisals directly in of equity earn- asout an provisions adjustment are ofconsequently the associated SARLPalanggenbach (100 percent AG share) (60 percent were founded.share) and Parc Solaire Amélie goodwill.recognised directly in equity as an adjustment of the associated SARL (100 percent share) were founded. goodwill.
28 28 27 28 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
After the expiry of the two-year period, such adjustments must DERIVATIVE FINANCIAL INSTRUMENTS be recognised in the income statement under Other extra- Cash flow hedges are used to hedge risks on contractually ordinary income. Upon disposal, the acquired goodwill previously agreed future cash flows that have no impact on the accounts netted with equity must be accounted for at the original cost in as yet, and which have a high probability of occurring; they order to determine the profit or loss. are disclosed in the notes to the consolidated annual financial statements and are not recognised. Payments in connection REVENUE RECOGNITION with interest hedges and third-party financing are capitalised Revenues from the hydropower, wind and solar energy segments if aventron will benefit from them over a period of several years. are deemed to be realised and are recognised as revenues as These carrying amounts are amortised over the term of the soon as the energy has been supplied. Supplies at the end of the corresponding agreements. financial year are measured based on the quantity fed into the grid according to meter readings. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is measured at cost, net of CASH AND CASH EQUIVALENTS any commercially necessary depreciation and permanent Cash and cash equivalents include cash balances, postal accounts impairment. Depreciation is charged on a straight-line basis and bank accounts, as well as fixed-term deposits and money over the course of the useful life. No scheduled depreciation market receivables maturing in less than 90 days, which have is charged to land and plants under construction. been measured at their nominal value. USEFUL LIFE OF PROPERTY, PLANT AND EQUIPMENT SECURITIES Buildings 40–50 years Securities are marketable instruments. They are recognised Hydropower plants at their market value as at 31 December. Structures close to water 50 years Mechanical installations 20–40 years RECEIVABLES Water catchment installations 15–50 years Receivables were recorded at their nominal value. Recognisable Electrical installations 10–25 years and realised losses are charged to the income statement in the Photovoltaic plants 15–25 years year in which they were incurred. Specific valuation allowances Wind turbines 20–30 years are calculated using a maturity analysis. The total valuation IT and telecommunication systems 3–5 years allowance is shown in the notes to the consolidated annual Other property, plant and equipment 5–20 years financial statements. LEASING INVENTORIES Leasing transactions are divided into finance leases Inventories are measured on the principle of average cost prices. and operating leases. Finance leases are leases where An impairment loss is charged in the event of any impairment. substantially all the risks and rewards of ownership of Storage risks are recognised insofar as identifiable. an asset are transferred. Assets and liabilities from finance leases are recognised. Lease obligations from operating CASH DISCOUNTS leases that cannot be terminated within a year are stated Supplier discounts are reported as financial income. in the notes.
FINANCIAL ASSETS INTANGIBLE ASSETS Financial assets comprise equity interests in associates as well Intangible assets include plant usage rights and other intangible as equity interests where aventron holds a share of less than assets for projects. Depreciation is charged on a straight-line 20 percent, deferred tax assets and loans. Loans are measured basis over the course of the useful life. at their nominal value, equity interests in associates are measured using the equity method, and equity interests of USEFUL LIFE OF INTANGIBLE ASSETS less than 20 percent are measured at cost (see also Scope Plant usage rights According to contract of consolidation). Deferred tax assets are recognised on loss Other intangible assets 5 years carry-forwards considered tax-deductible. Any impairments have been taken into account.
28 29
IMPAIRMENTS EQUITY Fixed assets are impairment tested on each balance sheet date. Changes in capital from currency translation were netted with If indications of an impairment exist, the recoverable amount retained earnings. is recalculated. If the carrying amount is higher than the recoverable amount, an adjustment is made in the income OWN SHARES statement through additional depreciation. Own shares in the capital of aventron AG are recognised at cost and reported as a negative item under equity. LIABILITIES Liabilities are recognised at their nominal value. DISCOUNTS AND REIMBURSEMENTS These are deducted directly in the relevant asset class, which PROVISIONS reduces the cost figures accordingly. Provisions are formed in accordance with objective and commercial principles based on obligating events in the past. ADVANCE PAYMENTS Their measurement takes a high probability of occurrence Advance payments to suppliers are allocated to the relevant into account, as well as a reliable estimation of the future cash asset class. outflow. The provisions formed give due account to identifiable risks. They are re-evaluated annually. RELATED PARTIES Related parties are companies consolidated according to the DISMANTLING OBLIGATION equity method, major shareholders and natural persons, such Some production plants in the wind and photovoltaic segments as members of the Executive Board or the Board of Directors. are built on land owned by third parties under building laws. Payables to or receivables from related organisations are shown Any contractually agreed restoration obligation is discounted in the notes to the consolidated annual financial statements. as of the balance sheet date, and recognised under provisions. CASH FLOW STATEMENT BENEFIT OBLIGATIONS Cash and cash equivalents without securities are used as funds. At the end of the year, staff employed by the aventron Group in Funds thus comprise cash balances, post and bank balances Switzerland were insured with the collective occupational benefit payable on demand, as well as fixed-term deposits and money plan (BVG) foundation Swiss Life. Staff employed by Birseck market receivables with a maturity of less than 90 days. Hydro SAS are insured by the collective foundation REUNICA. The other foreign aventron companies have no employees. The economic impacts of benefit obligations on aventron are presented in accordance with FER 16. Their benefits and economic obligations are derived directly from contractual and statutory bases. An economic benefit arises if aventron realises positive effects on future cash flows (e.g. excess coverage, employer contribution reserves). Economic obligations arise from negative future effects on cash flow (e.g. insufficient coverage, restructuring obligations).
DEFERRED TAXES Deferred tax assets are recognised on the basis of loss carry-forwards that aventron considers tax-deductible (see financial assets). Deferred tax liabilities are formed by applying the liability method to any differences between FER values and any carrying amounts relevant for tax purposes. A tax rate of 20 percent before taxes was applied for Swiss companies without holding privilege, and for those with holding privilege this was taken into account accordingly for the tax rate. A tax rate of 28 percent was applied for companies in France. In Norway, the tax rate is 22 percent, in Germany between nine and 30 percent, in Spain 25 percent and in Italy 24 to 28 percent.
30 29 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT Financial report | Consolidated annual financial statements of the aventron Group Financial report | Consolidated annual financial statements of the aventron Group NOTES TO THE CONSOLIDATED INCOME STATEMENT 1. SEGMENTATION OF NET REVENUE FROM GOODS AND SERVICES 1. SEGMENTATION OF NET REVENUE FROM GOODS AND SERVICES Consolidation aventron Hydro Wind Solar Corporate Consolidationeffects aventronGroup 2019 HydrokCHF WindkCHF SolarkCHF CorporatekCHF effectskCHF GroupkCHF 2019Net revenue 14kCHF 648 58kCHF 742 28kCHF 526 3kCHF 393 -2kCHF 788 102kCHF 521 OtherNet revenue operating income 14 648564 58 742871 28 526738 3 393506 -2 7880 102 2 521679 OtherTotal operating incomerevenue 15 212564 59 613871 29 264738 3 899506 -2 7880 105 2 200679 TotalOperating operating expenses revenue 15-7 212254 -16 59 613295 29 -6 264718 -5 3 899578 -2 2 788 105 -33 200057 OperatingEarnings before expenses financial result, taxes, deprecia- -77 958254 -16 43 318295 22 -6 546718 -1-5 679578 2 7880 -33 72 143057 Earningstion and otherbefore result financial (EBITDA) result, taxes, deprecia- 7 958 43 318 22 546 -1 679 0 72 143 tionDepreciation and other of resultnon-current (EBITDA) assets -3 835 -23 985 -11 923 -15 0 -39 758 DepreciationEarnings before of non-current financial result, assets taxes and -34 123835 -23 19 333985 -11 10 623923 -1 694-15 0 -39 32 385758 Earningsother result before (EBIT) financial result, taxes and 4 123 19 333 10 623 -1 694 0 32 385 other result (EBIT)
Consolidation aventron Hydro Wind Solar Corporate Consolidationeffects aventronGroup 2018 HydrokCHF WindkCHF SolarkCHF CorporatekCHF effectskCHF GroupkCHF 2018Net revenue 13kCHF 282 52kCHF 277 26kCHF 014 2kCHF 857 -2kCHF 638 91kCHF 792 OtherNet revenue operating income 13 282194 52 277773 26 1 014358 2 85788 -2 6380 91 2 792413 OtherTotal operating incomerevenue 13 476194 53 050773 27 1 372358 2 94588 -2 6380 94 2 205413 TotalOperating operating expenses revenue 13-6 476773 -14 53 050268 27 -6 372661 -4 2 945619 -2 2 638 -29 94 205683 OperatingEarnings before expenses financial result, taxes, deprecia- -66 703773 -14 38 782268 20 -6 711661 -1-4 674619 2 6380 -29 64 522683 Earningstion and otherbefore result financial (EBITDA) result, taxes, deprecia- 6 703 38 782 20 711 -1 674 0 64 522 tionDepreciation and other of resultnon-current (EBITDA) assets -2 892 -21 786 -11 650 -14 0 -36 342 DepreciationEarnings before of non-current financial result, assets taxes and -23 811892 -21 16 996786 -11 9 061650 -1 688-14 0 -36 28 180342 Earningsother result before (EBIT) financial result, taxes and 3 811 16 996 9 061 -1 688 0 28 180 other result (EBIT)
2019 2018 2019kCHF 2018kCHF Revenue from third parties 99kCHF 716 86kCHF 750 Revenue from relatedthird parties parties 992 805716 865 042750 TotalRevenue net from revenue related parties 1022 521805 915 792042 Total net revenue 102 521 91 792 Revenue in Switzerland 8 086 5 490 Revenue in FranceSwitzerland 288 765086 285 046490 Revenue in GermanyFrance 1628 736765 1328 820046 Revenue in ItalyGermany 1916 099736 1713 082820 Revenue in ItalyNorway 194 099890 174 290082 Revenue in NorwaySpain 244 890945 234 290064 RevenueTotal net in revenue Spain 10224 521945 9123 792064 Total net revenue 102 521 91 792
30 31 31
2. OTHER OPERATING INCOME 2019 2018 kCHF kCHF Cost reimbursements 628 1 223 Other income 1 424 933 Total other operating income 2 052 2 156
3. EXPENSES FOR ENERGY, MATERIAL AND SERVICES 2019 2018 kCHF kCHF External services -13 847 -13 603 Electricity -1 900 -427 Maintenance and repairs -1 316 -1 008 Material -150 -108 Total expenses for energy, material and services* -17 213 -15 146
* Thereof kCHF 896 to related parties (previous year: kCHF 514).
4. PERSONNEL EXPENSES 2019 2018 kCHF kCHF Salaries and bonuses -2 886 -2 169 Social insurance -754 -607 Other personnel expenses -42 -110 Total personnel expenses -3 682 -2 886
5. OTHER OPERATING EXPENSES 2019 2018 kCHF kCHF Capital tax and other taxes -4 578 -4 870 Rent and usage fees -3 800 -3 179 Insurance -1 488 -1 467 Administration costs -287 -260 Other operating expenses -2 009 -1 875 Total other operating expenses -12 162 -11 651
31
aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
6. FINANCIAL RESULT 2019 2018 kCHF kCHF Dividend income 0 138 Interest income from third parties 35 85 Interest income from related parties 2 78 Gain from disposal of group company 1 418 0 Foreign currency gain 303 1 545 Other financial income 14 521 Total financial income 1 772 2 367
2019 2018 TCHF TCHF Loss on disposal of other participations 0 -901 Interest expense to third parties -16 061 -16 039 Interest expense to related parties -119 -350 Other financial expense -362 -699 Total financial expense -16 542 -17 989
Total financial result -14 770 -15 622
7. OTHER EXTRAORDINARY AND NON-OPERATING RESULT 2019 2018 kCHF kCHF Gains from disposals of property, plant and equipment 75 19 Loss from disposals of property, plant and equipment -152 0 Non-operating result -77 19
Other extraordinary income* 27 626 Other extraordinary expense** -13 -203 Other extraordinary result 14 423
Total extraordinary and non-operating result -63 442
* In the previous period, an insurance payment was received for a claim made in 2013. ** In 2018, one-off extraordinary costs were the result of tax payments for previous years for companies acquired in 2017.
32 33
8. INCOME TAXES 2019 2018 kCHF kCHF Current income taxes -3 455 -1 873 Deferred income taxes -104 60 Total income taxes -3 559 -1 813
2019 2018 Details of changes in tax claims on loss carryforwards kCHF kCHF Capitalised tax claims on loss carryforwards as at 01 Jan. 8 973 9 552 Changes in the scope of consolidation 40 305 Capitalisation 993 1 563 Usage -1 498 -1 345 Remeasurement/correction of previous years -123 -709 Change in tax rate -205 -57 Currency effect -269 -336 Capitalised tax claims on loss carryforwards as at 31 Dec. 7 911 8 973
The expected tax rate in 2019 is 18.2 percent (previous year: 15.7 percent) and corresponds to the weighted average tax rate based on the earnings before tax of all Group companies.
In 2019, the effective tax rate of 20.3 percent (previous year: 14.0 percent) is above the expected tax rate. This difference is attributable to the impact of non tax deductible expenses, changes in tax rates and adjustment to deferred taxes of previous years.
33 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT aventron 2019 ANNUAL REPORT
Financial report | Consolidated annual financial statements of the aventron Group NOTESNOTESNOTES TOTOTO THETHETHE CONSOLIDATEDCONSOLIDATEDCONSOLIDATED BALANCEBALANCEINCOME SHEETSHEETSTATEMENT
1. SEGMENTATION OF NET REVENUE FROM GOODS AND SERVICES 9. TRADE ACCOUNTS RECEIVABLE Consolidation aventron 9. TRADE ACCOUNTS RECEIVABLE Hydro Wind Solar Corporate 31/12/2019effects 31/12/2018Group 2019 kCHF kCHF kCHF kCHF 31/12/2019kCHF 31/12/2018kCHF kCHF kCHF FromNet revenue third parties 14 648 58 742 28 526 3 39312 -2 788049 10211 521982 From third parties 12 049 11 982 FromOther relatedoperating parties income 564 871 738 506 0 2 6790 From related parties 0 0 Total tradeoperating accounts revenue receivable 15 212 59 613 29 264 3 89912 -2 788049 10511 200982 Total trade accounts receivable 12 049 11 982 Operating expenses -7 254 -16 295 -6 718 -5 578 2 788 -33 057
AsEarnings at the balance before sheet financial date, there result,are no impairments. taxes, deprecia- 7 958 43 318 22 546 -1 679 0 72 143 As at the balance sheet date, there are no impairments. tion and other result (EBITDA) 10. OTHER CURRENT RECEIVABLES Depreciation10. OTHER CURRENTof non-current RECEIVABLES assets -3 835 -23 985 -11 923 -15 0 -39 758 Earnings before financial result, taxes and 4 123 19 333 10 623 -1 694 31/12/2019031/12/2018 32 385 31/12/2019kCHF 31/12/2018kCHF other result (EBIT) kCHF kCHF Other receivables from third parties 9 404 11 504 Other receivables from third parties 9 404 11 504 Other receivables from related parties 91 118 Other receivables from related parties 91 118 Total other receivables 9 495 11 622 Total other receivables 9 495 11 622
Consolidation aventron Hydro Wind Solar Corporate effects Group 11. ACCRUED INCOME AND PREPAID EXPENSES 201811. ACCRUED INCOME AND PREPAID EXPENSES kCHF kCHF kCHF kCHF kCHF kCHF 31/12/2019 31/12/2018 Net revenue 13 282 52 277 26 014 2 857 -2 638 91 792 31/12/2019kCHF 31/12/2018kCHF Other operating income 194 773 1 358 88 kCHF0 2 kCHF413 Prepaid expenditures 6 849 6 877 Prepaid expenditures 6 849 6 877 Total operating revenue 13 476 53 050 27 372 2 945 -2 638 94 205 Accrued income energy sales to third parties 4 176 2 633 OperatingAccrued income expenses energy sales to third parties -6 773 -14 268 -6 661 -4 619 24 638 176 -292 683 633 Accrued income insurance 542 908 Accrued income insurance 542 908 Earnings before financial result, taxes, deprecia- 6 703 38 782 20 711 -1 674 0 64 522 Accrued income operating taxes 548 323 tionAccrued and otherincome result operating (EBITDA) taxes 548 323 Accrued income credits to related parties 183 98 DepreciationAccrued income of non-current credits to related assets parties -2 892 -21 786 -11 650 -14 1830 -36 34298 Accrued income compensation 0 31 EarningsAccrued incomebefore financialcompensation result, taxes and 3 811 16 996 9 061 -1 688 00 28 18031 Totalother accruedresult (EBIT) income and prepaid expenses 12 298 10 870 Total accrued income and prepaid expenses 12 298 10 870
2019 2018 kCHF kCHF Revenue from third parties 99 716 86 750 Revenue from related parties 2 805 5 042 Total net revenue 102 521 91 792
Revenue in Switzerland 8 086 5 490 Revenue in France 28 765 28 046 Revenue in Germany 16 736 13 820 Revenue in Italy 19 099 17 082 Revenue in Norway 4 890 4 290 Revenue in Spain 24 945 23 064 Total net revenue 102 521 91 792
34 3531 35
12. PROPERTY, PLANT AND EQUIPMENT (in kCHF) Total Plants Other property, plant Plants* and Land and under con- property, plant and facilities buildings struction and equipment equipment Construction value 01/01/2019 681 905 27 174 22 698 333 732 110 Changes in the scope of consolidation 8 290 0 425 0 8 715 Additions*** 17 244 384 28 495 51 46 174 Disposals -1 552 -56 0 -22 -1 630 Reclassifications 10 865 235 -11 100 0 0 Currency effect -22 175 -975 -1 100 -7 -24 257 Construction value 31/12/2019 694 577 26 762 39 418 355 761 112
Cumulative depreciation 01/01/2019 -118 643 -7 544 0 -107 -126 294 Scheduled depreciation -38 067 -923 0 -30 -39 020 Impairment**** -253 0 0 0 -253 Disposals 1 236 37 0 4 1 277 Reclassifications 232 -232 0 0 0 Currency effect 4 191 294 0 3 4 488 Cumulative depreciation 31/12/2019 -151 304 -8 368 0 -130 -159 802
Carrying value 01/01/2019 563 262 19 630 22 698 226 605 816 Carrying value 31/12/2019 543 272 18 394 39 418 225 601 309
Construction value 01/01/2018 582 527 45 588 11 880 256 640 251 Changes in the scope of consolidation** 59 955 2 899 12 593 0 75 447 Additions*** 6 645 340 35 986 110 43 081 Disposals -1 592 -42 -27 -27 -1 688 Reclassifications 57 043 -20 340 -36 704 1 0 Currency effect -22 673 -1 271 -1 030 -7 -24 981 Construction value 31/12/2018 681 905 27 174 22 698 333 732 110
Cumulative depreciation 01/01/2018 -84 159 -11 449 0 -105 -95 713 Scheduled depreciation -34 881 -881 0 -27 -35 789 Impairment 0 0 0 0 0 Disposals 1 591 0 0 5 1 596 Reclassifications -4 466 4 449 0 17 0 Currency effect 3 272 337 0 3 3 612 Cumulative depreciation 31/12/2018 -118 643 -7 544 0 -107 -126 294
Carrying value 01/01/2018 498 368 34 139 11 880 151 544 538 Carrying value 31/12/2018 563 262 19 630 22 698 226 605 816
* Of which leased plants of kCHF 21 061 (previous year: kCHF 23 615). ** The change in the scope of consolidation in 2018 contains the acquired property, plant and equipment as well as the assets of Pyrénées Hydro SAS, which is consolidated on a pro-rata basis as from 1 January 2018. *** In the reporting period, investments contain one-off compensation for additions in previous years of kCHF 3832 (previous year: kCHF 278), which reduce current investments. **** The systematic impairment tests carried out during the reporting period gave an impairment of kCHF 253 for a photovoltaic plant in France.
36 35 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
31/12/2019 31/12/2018 The net carrying values of property, plant and equipment are made up as follows: kCHF kCHF Hydropower plants 113 169 91 232 Photovoltaic systems 174 980 168 840 Wind farms 313 160 345 744 Total property, plant and equipment 601 309 605 816
13. FINANCIAL ASSETS 31/12/2019 31/12/2018 kCHF kCHF Loans to related parties 153 282 Loans to third parties 247 253 Investments in associated organisations* 98 114 Other participations** 104 108 Deferred tax assets*** 15 705 15 809 Other non-current financial assets**** 14 074 15 220 Total financial assets 30 381 31 786
* Pyrénées Hydro SAS, in which the aventron Group holds a share of 50 percent, was newly consolidated on a pro-rata basis as from 1 January 2018 due to its economic importance. On grounds of materiality, the previous year’s figures have not been adjusted. ** Other equity interests primarily comprise the acquisition cost of the interest in UNITe SA. This equity interest was sold in the reporting period. The resulting loss was recognised in the financial result. *** This item includes deferred tax assets from measurement differences and loss carry-forwards. Further information on tax claims on loss carry-forwards is shown in Note no. 8. **** Other non-current financial assets are deposits into blocked accounts that the company cannot dispose of at short notice.
14. INTANGIBLE ASSETS (in kCHF) Plant Other Total usage intangible intangible rights assets assets Acquisition cost 01/01/2019 10 203 730 10 933 Changes in the scope of consolidation 000 Additions 31 0 31 Disposals 000 Reclassifications 0 -218 -218 Currency effect -190 -21 -211 Acquisition cost 31/12/2019 10 044 491 10 535
Cumulative amortisation 01/01/2019 -1 326 -168 -1 494 Systematic amortisation -457 -29 -485 Disposals -10 0 -10 Reclassifications 0 84 84 Currency effect 35 5 40 Cumulative amortisation 31/12/2019 -1 758 -108 -1 866
Carrying value 01/01/2019 8 877 562 9 439 Carrying value 31/12/2019 8 285 384 8 669
36 37
Plant Other Total usage intangible intangible rights assets assets Acquisition cost 01/01/2018 10 253 745 10 998 Changes in the scope of consolidation 0 13 13 Additions 155 0 155 Disposals 000 Reclassifications 000 Currency effect -205 -28 -233 Acquisition value 31/12/2018 10 203 730 10 933
Cumulative amortisation 01/01/2018 -864 -110 -974 Systematic amortisation -489 -64 -553 Disposals 000 Reclassifications 000 Currency effect 27 6 33 Cumulative amortisation 31/12/2018 -1 326 -168 -1 494
Carrying value 01/01/2018 9 389 635 10 024 Carrying value 31/12/2018 8 877 562 9 439
EFFECTS OF THEORETICAL GOODWILL CAPITALISATION
2019 2018
kCHF kCHF Acquisition cost 01 Jan. 134 163 130 292 Changes in the scope of consolidation 5 628 8 392 Currency effect -4 062 -4 521 Acquisition cost 31 Dec 135 729 134 163
Cumulative amortisation 01 Jan. -95 054 -82 746 Systematic amortisation -2 325 -15 609 Currency effect 3 104 3 301 Cumulative amortisation 31 Dec. -94 275 -95 054
Carrying value 01 Jan. 39 109 47 546 Carrying value 31 Dec. 41 454 39 109
In the reporting period, the depreciation duration of goodwill for infrastructure plans was adjusted from 5 to 20 years. The long-term plants exhibit a useful life of 20 to 60 years. Depreciation over 20 years is thus in agreement with the lifetime and is a more accurate reflection of the economic facts. For the remaining goodwill, the depreciation is still over 5 years. This is a change in an estimation, which was implemented prospectively on 1 January 2019.
With activation and depreciation of the goodwill, there was a goodwill balance of kCHF 41,454 (previous year: kCHF 39,109) at the end of the year. The mathematical depreciation would reduce the earnings and the annual profit/loss by kCHF 2,325 (previous year: kCHF 15,609). The acquisition cost as at 31 December 2019 includes goodwill to the value of kCHF 1,776 (previous year: kCHF 1,733) which is assigned to minority interests. As a result of the change in depreciation period, the scheduled depreciation in 2019 fell by kCHF 13,492.
37
38 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
15. CURRENT FINANCIAL LIABILITIES 31/12/2019 31/12/2018 kCHF kCHF To third parties 42 487 30 920 To related parties 273 273 Total current financial liabilities 42 760 31 193
Total in of which 2019 kCHF CHF EUR NOK Nominal amount 42 760 13 605 29 155 0 Interest rate in % 2,22 1,93 2,36 0,00
Total in of which 2018 kCHF CHF EUR NOK Nominal amount 31 193 3 198 27 995 0 Interest rate in % 2,64 2,66 2,64 0,00
16. NON-CURRENT FINANCIAL LIABILITIES 31/12/2019 31/12/2018 kCHF kCHF To third parties* 421 418 433 695 To related parties 7 202 7 474 Total non-current financial liabilities 428 620 441 169
* This includes lease obligations of kCHF 15 650 (previous year: kCHF 17 894).
2019 of which kCHF 1 - 5 years >5 years CHF EUR NOK Third-party loans, nominal amount 165 870 255 548 29 301 365 096 27 021 Interest rate in % 2,35 2,38 1,81 2,36 3,10 Related-party loans, nominal amount 7 202 0 7 202 0 0 Interest rate in % 3,72 0,00 3,72 0,00 0,00
2018 of which kCHF 1 - 5 years >5 years CHF EUR NOK Third-party loans, nominal amount 143 785 289 910 24 065 386 357 23 273 Interest rate in % 2,64 2,68 2,40 2,67 3,10 Related-party loans, nominal amount 683 6 791 7 474 0 0 Interest rate in % 3,00 3,78 3,70 0,00 0
38 39
17. TRADE ACCOUNTS PAYABLE 31/12/2019 31/12/2018 kCHF kCHF To third parties 13 406 9 004 To related parties 0 72 Total trade accounts payable 13 406 9 076
18. OTHER CURRENT LIABILITIES 31/12/2019 31/12/2018 kCHF kCHF To third parties 4 819 4 378 To related parties 4 340 5 088 Total other current liabilities 9 159 9 466
19. ACCRUED EXPENSES AND DEFERRED INCOME 31/12/2019 31/12/2018 kCHF kCHF Income and capital tax 1 154 676 Interest on loans 1 158 935 Third-party services 1 160 1 092 Other accruals and deferrals 1 950 3 277 Total accrued expenses and deferred income 5 422 5 980
20. NON-CURRENT PROVISIONS Additions to As at the scope of Reclassifi- Currency As at kCHF 01/01/2019 consolidation Formation Utilisation Reversal cation effect 31/12/2019 Deferred tax provision 4 252 0 729 0 -219 9 -126 4 645 Dismantling obligation 4 572 41 221 0 -546 0 -156 4 132 Other provisions 2 601 0 2 386 0 -23 0 -143 4 821 Total provisions 11 425 41 3 336 0 -788 9 -425 13 598
Additions to As at the scope of Reclassifi- Currency As at kCHF 01/01/2018 consolidation Formation Utilisation Reversal cation effect 31/12/2018 Deferred tax provision 3 525 158 816 0 -119 -18 -110 4 252 Dismantling obligation 3 101 1 506 115 0 0 0 -150 4 572 Other provisions 1 510 0 1 249 0 -71 0 -87 2 601 Total provisions 8 136 1 664 2 180 0 -190 -18 -347 11 425
39 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
21. DETAILS OWN SHARES Average share Average share price price Number of registered shares CHF 2019 CHF 2018 Shareholding as at 01 Jan. 9,44 224 772 8,66 71 786 Purchases 9,14 14 160 9,73 164 248 Disposals 9,54 92 191 9,69 11 262 Shareholding as at 31 Dec. 9,73 146 741 9,44 224 772
22. DERIVATIVE FINANCIAL INSTRUMENTS Nominal value Nominal value Value Value 31/12/2019 31/12/2018 31/12/2019 31/12/2018 Financial instruments Purpose kCHF kCHF kCHF kCHF Interest rate swap Interest hedge 139 191 137 218 -11 675 -12 776 Interest cap Interest hedge 8 815 1 977 51 11 Total assets not recognised 148 006 139 195 -11 624 -12 765
23. EMPLOYEE BENEFITS Change from Ex- previous year cess/insufficient Economic recognised as Economic benefit/ coverage share income/expense Pension expense obligation and pension expense as at of the in current under personnel in kCHF 31/12/2019 organisation fin. Year expenses 2019 2018 2019 2018 Pension plans without 0 0 0 0 299 247 excess/insufficient coverage Total 0 0 0 0 299 247 aventron has insured its Swiss employees with the collective occupational benefit plan (BVG) foundation Swiss Life, which takes out collective life insurance policy with Swiss Life AG on behalf of aventron. 100 percent of all insurance and investment risks of the collective occupational benefit plan (BVG) foundation Swiss Life is covered at all times by Swiss Life AG. In accordance with the pension fund regulations, restructuring measures for the collective occupational benefit plan (BVG) foundation Swiss Life are excluded. Staff employed in France are insured by the collective foundation REUNICA.
40 41
Financial report | Consolidated annual financial statements of the aventron Group Financial report | Consolidated annual financial statements of the aventron Group NOTES – ADDITIONAL INFORMATION NOTES – ADDITIONAL INFORMATION
POST BALANCE SHEET DATE EVENTS TRANSACTIONS WITH RELATED PARTIES OnPOST 6 November BALANCE 2019,SHEET the DATE Board EVENTS of Directors decided to abandon TheTRANSACTIONS Board of Directors WITH delegat RELATEDed thePARTIES financial management On 6 November 2019, the Board of Directors decided to abandon The Board of Directors delegated the financial management the listing on the BX Swiss and to secure future trading of the of aventron AG and its Swiss subsidiaries to the Primeo Energie the listing on the BX Swiss and to secure future trading of the company shares over-the-counter using the platform provided Groupof aventron under AG management and its Swiss agreemen subsidiariests. Companies to the Primeo of the Energie Primeo company shares over-the-counter using the platform provided Group under management agreements. Companies of the Primeo by the Berner Kantonalbank (www.otc-x.ch). The last trading day Energie Group support Birseck Hydro AG in the construction, by the Berner Kantonalbank (www.otc-x.ch). The last trading day Energie Group support Birseck Hydro AG in the construction, on the BX Swiss was 14 February 2020. The Board of Directors maintenance and development of production plants under on the BX Swiss was 14 February 2020. The Board of Directors maintenance and development of production plants under will continue to report regularly on the business trend. third-party contracts. Payables to or receivables from as well as third-party contracts. Payables to or receivables from as well as will continue to report regularly on the business trend. transactions with related organisations are shown in the notes transactions with related organisations are shown in the notes The Board of Directors of aventron AG, Münchenstein, approved to the consolidated annual financial statements. The Board of Directors of aventron AG, Münchenstein, approved to the consolidated annual financial statements. the consolidated financial statements on 11 March 2020. the consolidated financial statements on 11 March 2020.
RECOGNISED ASSET OWNERSHIP RESTRICTIONS AS SECURITY FOR OWN LIABILITIES RECOGNISED ASSET OWNERSHIP RESTRICTIONS AS SECURITY FOR OWN LIABILITIES 31/12/2019 31/12/2018 31/12/2019kCHF 31/12/2018kCHF kCHF kCHF Carrying amount of pledged assets 358 194 343 166 Carrying amount of pledged assets 358 194 343 166 Claims 219 930 237 082 Claims 219 930 237 082
UNRECOGNISED LIABILITIES FROM CONTRACTS UNRECOGNISED LIABILITIES FROM CONTRACTS 31/12/2019 31/12/2018 31/12/2019kCHF 31/12/2018kCHF kCHF kCHF Roof utilisation contracts 6 217 7 299 Roof utilisation contracts 6 217 7 299 Joint security and open contingent liabilities from acquisitions 13 721 14 312 Joint security and open contingent liabilities from acquisitions 13 721 14 312 Rental and lease agreements 28 920 30 985 Rental and lease agreements 28 920 30 985
42 41 42 aventron 2019 2019 ANNUAL ANNUAL REPORT REPORT
BALANCE SHEET FIGURES AS AT THE ACQUISITION AND DISPOSAL DATES
Total Type of Fixed Current Total equity Date Liabilities Equity 2019 balance sheet figures acquisition assets assets assets and as at the acquisition date in kCHF liabilities CH Cavallino Sàrl 01.01.2019 A 318 29 347 229 118 347 Emerging Power Developers Group 31.03.2019 A 6 313 591 6 904 6 761 143 6 904 Windpark Nindorf GmbH & Co. KG 01.04.2019 A 2 821 313 3 134 2 991 143 3 134 Markåni Kraftverk AS 31.10.2019 A 196 31 227 224 3 227 Total 9 648 964 10 612 10 205 407 10 612
Total Type of Fixed Current Total equity Date Liabilities Equity 2018 balance sheet figures acquisition assets assets assets and as at the acquisition date in kCHF liabilities Romrod Windparkbetriebsgesellschaft mbH 01.01.2018 A 23 103 13 437 36 540 36 585 -45 36 540 Storøy Vindpark AS 01.06.2018 A 541 96 637 634 3 637 Kjerringnes Kraft AS 30.06.2018 A 934 407 1 341 1 195 146 1 341 Windkraftanlagen Hochstätten GmbH & Co. KG 30.06.2018 A 6 433 1 696 8 129 5 719 2 410 8 129 Parque Eolico Puerto Real I S.L. 01.07.2018 N 35 930 13 000 48 930 32 895 16 035 48 930 EBM Solaire Srl 01.07.2018 N 3 594 657 4 251 3 906 345 4 251 Sirdal Kraft AS 31.12.2018 A 301 42 343 339 4 343 Fosso dell'Oro S.r.l. 31.12.2018 A 2 976 532 3 508 3 455 53 3 508 Total 73 812 29 867 103 679 84 728 18 951 103 679
Total Non- Current Total equity Date current Liabilities Equity 2019 balance sheet figures assets assets and assets as at the disposal date in kCHF liabilities Generación fotovoltaica lo borrego 31.05.2019 1 110 65 1 175 648 527 1 175 Total 1 110 65 1 175 648 527 1 175
A = Acquisition N = Addition to non-cash contribution
42 43
FinancialFinancial reportreport || ConsolidatedConsolidated annualannual financialfinancial statementsstatements forfor thethe aventronaventron GroupGroup
NOTESNOTES ONON EQUITYEQUITY INTERESTSINTERESTS
ShareShare andand votingvoting capitalcapital Consoli-Consoli- registeredregistered shareshare shareshare dationdation SwitzerlandSwitzerland capitalcapital inin %% inin %% methodmethod aventronaventron AG,AG, Münchenstein,Münchenstein, SwitzerlandSwitzerland CHFCHFCHF 43 43 728728 575575 100 100 100 100 F F aventronaventron solarsolar AG,AG, Münchenstein,Münchenstein, SwitzerlandSwitzerland CHFCHFCHF 600 600 000000 100 100 100 100 F F BirseckBirseck HydroHydro AG,AG, Münchenstein,Münchenstein, SwitzerlandSwitzerland CHFCHFCHF 2 2 100100 000000 100 100 100 100 F F BirseckBirseck SolarSolar AG,AG, Münchenstein,Münchenstein, SwitzerlandSwitzerland CHFCHFCHF 4 4 000000 000000 51 51 51 51 F F BLTBLT SonnenenergieSonnenenergie AG,AG, Münchenstein,Münchenstein, SwitzerlandSwitzerland CHFCHFCHF 2 2 020020 000000 60 60 30,6 30,6 F F ChasseralChasseral SolarSolar AG,AG, Münchenstein,Münchenstein, SwitzerlandSwitzerland CHFCHFCHF 2 2 500500 000000 80 80 40,8 40,8 F F EmergingEmerging PowerPower DevelopersDevelopers SA,SA, CH-PullyCH-Pully CHFCHFCHF 100 100 000000 100 100 100 100 F F EnergyEnergy RenouvelableRenouvelable VouvryVouvry SA,SA, CH-VouvryCH-Vouvry CHFCHFCHF 100100 000000 51 51 51 51 F F leadingleading swissswiss renewablesrenewables AG,AG, MünchensteMünchenstein,in, SwitzerlandSwitzerland CHFCHFCHF 12 12 000000 000000 100 100 100 100 F F KraftwerkKraftwerk PalanggenbachPalanggenbach AG,AG, Altdorf,Altdorf, SwitzerlandSwitzerland CHFCHFCHF 650650 000000 60 60 60 60 F F
GermanyGermany ArdinArdin ManagementManagement GmbH,GmbH, Waldbronn,Waldbronn, GermanyGermany EUREUREUR 775 775 000000 100 100 100 100 F F aventronaventron DeutschlandDeutschland GmbH,GmbH, Waldbronn,Waldbronn, GermanyGermany EUREUREUR 100 100 000000 100 100 100 100 F F aventronaventron VerwaltungsVerwaltungs GmbH,GmbH, Waldbronn,Waldbronn, GermanyGermany EUREUREUR 25 25 000000 100 100 100 100 F F InfrastrukturgesellschaftInfrastrukturgesellschaft Eimsheim-WiEimsheim-WiEimsheim-Wintersheimntersheimntersheim GmbHGmbH && Co.Co. KG,KG, Zossen,Zossen, Germany EUR 1 000100 100 100 100 F EUREUR 11 000000 FF GermanyGermany Romrod Windparkbetriebsgesellschaft mbH, Romrod, Germany EUR 25 000 100 100 F RomrodRomrod WindparkbetriebsgesellschaftWindparkbetriebsgesellschaft mbH,mbH, Romrod,Romrod, GermanyGermany EUREUR 2525 000000 100 100 100 100 F F St. Gildas Management GmbH, Waldbronn, Germany EUR 925 000 100 100 F St.St. GildasGildas ManagementManagement GmbH,GmbH, WaWaldbronn,ldbronn, GermanyGermany EUREUR 925925 000000 100 100 100 100 F F Windkraftanlagen Hochstätten GmbH & Co. KG, Martinsheim, Germany EUR 2 000 100 100 F WindkraftanlagenWindkraftanlagen HochstättenHochstätten GmbHGmbH && Co.Co. KGKG,, Martinsheim,Martinsheim, GermanyGermany EUREUR 22 000000 100 100 100 100 F F Windpark Eimsheim-Wintersheim GmbH & Co. KG, Zossen, Germany EUR 1 401 000 100 100 F WindparkWindpark Eimsheim-WinterEimsheim-Wintersheimsheim GmbHGmbH && Co.Co. KG,KG, Zossen,Zossen, GermanyGermany EUREUR 1 1 401401 000000 100 100 100 100 F F Windpark Frehne I GmbH & Co. KG, Edemissen, Germany EUR 2 059 000 100 100 F WindparkWindpark FrehneFrehne II GmbHGmbH && Co.Co. KG,KG, EdemiEdemissen,ssen, GermanyGermany EUREUR 2 2 059059 000000 100 100 100 100 F F Windpark Halenbeck II GmbH & Co. Infrastruktur KG, Edemissen, Germany EUR 2 630 23,95 23,95 E WindparkWindpark HalenbeckHalenbeck IIII GmbHGmbH && Co.Co. InfrastrukturInfrastruktur KG,KG, Edemissen,Edemissen, GermanyGermany EUR EUR 22 630630 23,95 23,95 23,95 23,95 E E Windpark Hellberge III GmbH & Co. KG, Zossen, Germany EUR 801 000 100 100 F WindparkWindpark HellbergeHellberge IIIIII GmbHGmbH && Co.Co. KG,KG, Zossen,Zossen, GermanyGermany EUREUR 801801 000000 100 100 100 100 F F Winpark Nindorf GmbH & Co. KG, Germany EUR 298 000 100 100 F WinparkWinpark NindorfNindorf GmbHGmbH && Co.Co. KG,KG, GermanyGermany EUREUR 298298 000000 100 100 100 100 F F Windpark Pölzig GmbH & Co. KG, Dresden, Germany EUR 1 000 100 100 F WindparkWindpark PölzigPölzig GmbHGmbH && Co.Co. KG,KG, DrDresden,esden, GermanyGermany EUREUR 11 000000 100 100 100 100 F F Windpark Selmsdorf III GmbH & Co. KG, Grünwald, Germany EUR 1 500 100 100 100 F WindparkWindpark SelmsdorfSelmsdorf IIIIII GmbHGmbH && Co.Co. KG,KG, Grünwald,Grünwald, GermanyGermany EUREUR 1 1 500500 100100 100 100 100 100 F F Windpark Wölkisch GmbH & Co. KG, Dresden, Germany EUR 1 000 100 100 F WindparkWindpark WölkischWölkisch GmbHGmbH && Co.Co. KG,KG, Dresden,Dresden, GermanyGermany EUREUR 11 000000 100 100 100 100 F F WP SDF Infrastruktur GmbH & Co. KG, Grünwald, Germany EUR 100 75 75 E WPWP SDFSDF InfrastrukturInfrastruktur GmbHGmbH && Co.Co. KG,KG, Grünwald,Grünwald, GermanyGermany EUREUR 100100 75 75 75 75 E E WSB Infrastruktur Pölzig GmbH & Co. KG, Dresden, Germany EUR 1 000 100 100 F WSBWSB InfrastrukturInfrastruktur PölzigPölzig GmbHGmbH && Co.Co. KG,KG, Dresden,Dresden, GermanyGermany EUREUR 11 000000 100 100 100 100 F F
Spain SpainSpain aventron España S.L., Madrid, Spain EUR 3 000 100 100 F aventronaventron EspañaEspaña S.L.,S.L., Madrid,Madrid, SpainSpain EUREUR 33 000000 100 100 100 100 F F C2C Inverpark S.L., Sevilla, Spain EUR 3 010 100 100 F C2CC2C InverparkInverpark S.L.,S.L., Sevilla,Sevilla, SpainSpain EUREUR 33 010010 100 100 100 100 F F Desarrollos Fotovoltaicos Mos Del Bou S.L., Sevilla, Spain EUR 3 010 100 100 F DesarrollosDesarrollos FotovoltaicosFotovoltaicos MosMos DelDel BouBou S.L.,S.L., Sevilla,Sevilla, SpainSpain EUREUR 33 010010 100 100 100 100 F F Generacion fotovoltaica bargas, Murcia, Spain EUR 3 000 100 100 F GeneracionGeneracion fotovoltaicafotovoltaica bargas,bargas, Murcia,Murcia, SpainSpain EUREUR 33 000000 100 100 100 100 F F Parque Eólico Bandelera S.L., Madrid, Spain EUR 4 806 360 100 100 F ParqueParque EólicoEólico BandeleraBandelera S.L.,S.L., Madrid,Madrid, SpainSpain EUREUR 4 4 806806 360360 100 100 100 100 F F Parque Eolico Puerto Real I S.L., Sevilla, Spain EUR 100 000 100 100 F ParqueParque EolicoEolico PuertoPuerto RealReal II S.L.,S.L., Sevilla,Sevilla, SpainSpain EUREUR 100100 000000 100 100 100 100 F F Parque Eólico Rodera Alta S.L., Madrid, Spain EUR 4 244 812 100 100 F ParqueParque EólicoEólico RoderaRodera AltaAlta S.L.,S.L., Madrid,Madrid, SpainSpain EUREUR 4 4 244244 812812 100 100 100 100 F F Saja Renovables S.L., Sevilla, Spain EUR 215 000 100 100 F SajaSaja RenovablesRenovables S.L.,S.L., Sevilla,Sevilla, SpainSpain EUREUR 215215 000000 100 100 100 100 F F
44 44 43 aventron 2019 ANNUAL REPORT aventron 2019 ANNUAL REPORT
Share and voting capital Consoli- registered share share dation Italy capital in % in % method aventron Italia S.r.l., Merano, Italy EUR 10 000 100 100 F aventron sviluppo S.r.l., Merano, Italy EUR 10 000 100 100 F Casalmaggiore Solar 1 S.r.l., Casalmaggiore, Italy EUR 10 000 100 100 F Donnadolce Service S.r.l., Ragusa, Italy EUR 12 000 100 100 F Energia S.r.l., Merano, Italy EUR 10 000 100 100 F EWE European Wind Energy S.r.l, Melfi, Italy EUR 10 000 100 100 F Fosso dell'Oro S.r.l., Macerata, Italy EUR 10 000 100 100 F HF2 S.r.l., Bari, Italy EUR 10 000 100 100 F Hydrovi S.r.l., Cuneo, Italy EUR 10 000 100 100 F Rovigo Solar S.r.l., Merano, Italy EUR 10 000 100 100 F Solar One S.r.l., Merano, Italy EUR 10 000 100 100 F Solar Power Plant Goito S.r.l., Salò, Italy EUR 10 000 100 100 F Solar Power Plant Porto Tolle S.r.l., Salò, Italy EUR 10 000 100 100 F Solar Prezza 3 S.r.l., Tolmezzo, Italy EUR 10 000 100 100 F Solar Sulmona 1 S.r.l., Tolmezzo, Italy EUR 10 000 100 100 F Solare Quattro S.r.l., Merano, Italy EUR 10 000 100 100 F Solared S.r.l., Merano, Italy EUR 10 000 100 100 F Sulmona Energy S.r.l., Merano, Italy EUR 20 000 100 100 F Sunenergy 2 S.r.l., Tolmezzo, Italy EUR 10 000 100 100 F
Norway aventron Norway AS, Oslo, Norway NOK 20 407 800 100 100 F Boge Kraft AS, Eidfjord, Norway NOK 700 000 100 100 F Botnen Kraftverk AS, Røldal, Norway NOK 100 000 38 38 E Geitåni Kraftverk AS, Bolstadøyri, Norway NOK 601 000 90 90 F Kjerringnes Kraft AS, Oslo, Norway NOK 1 030 000 100 100 F Kupe Kraftverk AS, Oslo, Norway NOK 1 100 000 100 100 F Madland Kraft AS, Forsand, Norway NOK 2 650 000 100 100 F Markåni Kraftverk AS, N-Vaksdal NOK 30 000 100 100 F Sevre Kraftverk AS, Nes, Norway NOK 600 000 100 100 F Sirdal Kraft AS, Oslo, Norway NOK 30 000 100 100 F Skolten Kraft AS, Flora, Norway NOK 100 000 53,33 53,33 F Skorga Kraftverk AS, Møre og Romsdal, Norway NOK 1 005 000 100 100 F Snefjellåkraft AS, Mo i Rana, Norway NOK 7 959 000 76 76 F Steindal Kraftverk AS, Sogn og Fjordane, Norway NOK 2 030 100 100 100 F Storforshei Naturkraft AS, Stoforshei, Norway NOK 400 000 100 100 F Storøy Vindpark AS, Stavanger, Norway NOK 2 530 020 100 100 F Syversætre Foss Kraftverk AS, Flisa, Norway NOK 4 335 000 100 100 F Todøla Kraftverk AS, Buskerud, Norway NOK 1 330 000 100 100 F Ytre Oppedal Kraftverk AS, Gulen, Norway NOK 100 000 100 100 F
44 45
Share and voting capital Consoli- registered share share dation France capital in % in % method Birseck Eole SAS, Saint-Louis, France EUR 100 000 100 100 F Birseck Hydro SAS, Saint-Louis, France EUR 45 000 000 100 100 F Birseck Solaire SAS, Saint-Louis, France EUR 1 000 000 100 100 F Centrale Éolienne Ardin-Deux-Sèvres SARL, Vern-sur-Seiche, France EUR 752 000 100 100 F Centrale Solaire Constantin 16 SAS, Paris, France EUR 2 500 100 48 F Centrale Solaire Constantin 17 SAS, Paris, France EUR 2 500 100 48 F Centrale Solaire Duo SAS, Paris, France EUR 7 500 100 60 F Cogéco Washington SAS, Saint-Louis, France EUR 188 545 100 100 F EBM Solaire Srl, Saint-Louis, France EUR 1 400 000 100 100 F Éoliennes GER SNC, Nantes, France EUR 1 831 000 100 100 F Ferme Éolienne de Tassillé, Saint Louis, France EUR 5 000 100 100 F Groupement Solaire Cestas 5 SAS, Paris, France EUR 6 389 80 48 F IEL Exploitation 19, Saint-Brieuc, France EUR 1 000 100 100 F IEL Exploitation 25, Saint-Brieuc, France EUR 500 100 100 F Parc de Beaumont SAS, Saint-Louis, France EUR 3 000 100 100 F Parc Éolien Kerdrouallan SAS, Vern-sur-Seiche, France EUR 937 000 100 100 F Parc Solaire Amélie SARL, Saint-Louis, France EUR 1 000 100 100 F Pyrénées Hydro SAS, Lyon, France EUR 37 000 50 50 P Société des Chutes de l’Ain SA, Saint-Louis, France EUR 384 000 90 90 F Solaire Prime SAS, Saint-Louis, France EUR 382 429 60 60 F
F = Fully consolidated P = Pro-rata consolidation E = Equity measurement A = Acquisition value
46
45 aventron 2019 ANNUAL REPORT
Financial report | Consolidated annual financial statements for the aventron Group
NOTES ON EQUITY INTERESTS Report of the statutory auditor to the General Meeting of aventron AG Share and voting capital Consoli- Münchenstein registered share share dation Switzerland capital in % in % method aventron AG, Münchenstein, Switzerland CHF 43 728 575 100 100 F Report on the audit of the consolidated financial statements aventron solar AG, Münchenstein, Switzerland CHF 600 000 100 100 F Birseck Hydro AG, Münchenstein, Switzerland CHF 2 100 000 100 100 F Opinion BirseckWe have Solar audited AG, Münchenstein,the consolidated Switzerland financial statements of aventron AG and its subsidiariesCHF (the Group), 4 000 which000 comprise 51 51 F BLTthe consolidatedSonnenenergie income AG, Münchenstein, statement for theSwitzerland year ended 31 December 2019, the consolidatedCHF balance 2 020 sheet 000 as at 31 De- 60 30,6 F Chasseralcember 2019, Solar the AG, cash Münchenstein, flow statement Switzerland and the statement of changes in equity for theCHF year then ended, 2 500 and 000the notes to 80 40,8 F the consolidated financial statements, including a summary of significant accounting policies. Emerging Power Developers SA, CH-Pully CHF 100 000 100 100 F EnergyIn our opinion, Renouvelable the consolidated Vouvry SA, financial CH-Vouvry statements (pages 23 to 45) give a true andCHF fair view of the100 consolidated 000 finan- 51 51 F leadingcial position swiss of renewables the Group asAG, at Münchenste 31 Decemberin, Switzerland2019 and its consolidated financial performanceCHF and 12 its 000 consolidated 000 cash 100 100 F flows for the year then ended in accordance with Swiss GAAP FER and comply with Swiss law. Kraftwerk Palanggenbach AG, Altdorf, Switzerland CHF 650 000 60 60 F
Basis for opinion We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our responsibilities under those Germanyprovisions and standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” section of our report. Ardin Management GmbH, Waldbronn, Germany EUR 775 000 100 100 F aventronWe are independent Deutschland of GmbH,the Group Waldbronn, in accordance Germany with the provisions of Swiss law andEUR the requirements100 of 000 the Swiss au- 100 100 F aventrondit profession Verwaltungs and we have GmbH, fulfilled Waldbronn, our other Germany ethical responsibilities in accordance withEUR these requirements.25 000 We believe 100 100 F Infrastrukturgesellschaftthat the audit evidence we Eimsheim-Wi have obtainedntersheim is sufficient GmbH and & appropriate Co. KG, Zossen, to provide a basis for our opinion. 100 100 EUR 1 000 F Germany RomrodOur audit Windparkbetriebsgesellschaft approach mbH, Romrod, Germany EUR 25 000 100 100 F St. Gildas Management GmbH, Waldbronn, Germany EUR 925 000 100 100 F Overview Overall Group materiality: CHF 6'000'000 Windkraftanlagen Hochstätten GmbH & Co. KG, Martinsheim, Germany EUR 2 000 100 100 F Windpark Eimsheim-Wintersheim GmbH & Co.We KG,concluded Zossen, fullGermany scope audit work at twelveEUR Group companies 1 401 000 in four coun- 100 100 F Windpark Frehne I GmbH & Co. KG, Edemissen,tries. Germany These companies represented 44%EURrevenues and 2 30593% 000 of property, 100plant 100 F and equipment of the Group. Windpark Halenbeck II GmbH & Co. Infrastruktur KG, Edemissen, Germany EUR 2 630 23,95 23,95 E The Group audit team performed centralised audit procedures on revenues Windpark Hellberge III GmbH & Co. KG, Zossen, Germany EUR 801 000 100 100 F and plant, property and equipment of a further 14 Group companies, which Winpark Nindorf GmbH & Co. KG, Germany contributed a further 25% of revenues andEUR 25% of property,298 plant000 and equip- 100 100 F Windpark Pölzig GmbH & Co. KG, Dresden, Germanyment of the Group. EUR 1 000 100 100 F
Windpark Selmsdorf III GmbH & Co. KG, Grünwald,The timing Germany of the statutory audits of five companiesEUR was 1 500adjusted 100 to suit the 100 100 F Windpark Wölkisch GmbH & Co. KG, Dresden,timing Germany of the year-end audit of the consolidatedEUR financial statements.1 000 For 100these 100 F companies, which contribute a further 8% of revenues and 7% of property, WP SDF Infrastruktur GmbH & Co. KG, Grünwald, Germany EUR 100 75 75 E plant and equipment of the Group, the conversion to Swiss GAAP FER of the WSB Infrastruktur Pölzig GmbH & Co. KG, Dresden,financial Germany information included in the consolidatedEUR financial statements1 000 was 100 au- 100 F dited.
As key audit matter the following area of focus has been identified:
Spain Impairment of property, plant and equipment (PPE) aventron España S.L., Madrid, Spain EUR 3 000 100 100 F C2C Inverpark S.L., Sevilla, Spain EUR 3 010 100 100 F Desarrollos Fotovoltaicos Mos Del Bou S.L., Sevilla, Spain EUR 3 010 100 100 F Generacion fotovoltaica bargas, Murcia, Spain EUR 3 000 100 100 F Parque Eólico Bandelera S.L., Madrid, Spain EUR 4 806 360 100 100 F ParquePricewaterhouseCoopers Eolico Puerto Real I S.L., AG, Sevilla, St. Jakobs Spain- Strasse 25, Postfach, CH-4002 Basel,EUR Switzerland 100 000 100 100 F Telefon: +41 58 792 51 00, Telefax: +41 58 792 51 10, www.pwc.ch Parque Eólico Rodera Alta S.L., Madrid, Spain EUR 4 244 812 100 100 F SajaPricewaterhouseCoopers Renovables S.L., AG Sevilla, is a member Spain of the global PricewaterhouseCoopers network of firms, each of which is aEUR separate and independent215 legal 000 entity. 100 100 F
4446 Materiality The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable assurance that the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influ- ence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.
Overall Group materiality CHF 6'000'000
How we determined it 1% of total assets
Rationale for the materiality bench- We chose total assets as the benchmark for Group materiality because this mark applied properly takes into account the capital-intensive nature of the aventron Group.
We agreed with the Audit Committee that we would report to them misstatements above CHF 300'000 identified during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.
Audit scope We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consoli- dated financial statements as a whole, taking into account the structure of the Group, the accounting processes and con- trols, and the industry in which the Group operates.
The consolidated financial statements include 88 fully consolidated companies in the consolidation group, mostly repre- senting individual hydropower plants, solar power plants or wind power plants. None of these entities, taken individually, is classified as a substantial component in terms of its size or its risk profile. In order to achieve adequate audit cover- age, the most important entities were selected to define the audit scope.
Entities subject to a statutory audit were mandated to the local auditor with instructions to check whether the financial information of each entity was in accordance with the finance manual of aventron AG. The local auditors were PwC Net- work firms and third parties.
For entities not subject to a statutory audit, the Group auditor performed a centralised review of their revenues and prop- erty, plant and equipment. We gained additional coverage at entities whose statutory audits were completed at the time of the audit of the consolidated financial statements. We reviewed the reconciliations of financial information included in the statutory financial statements and relevant to the consolidated financial statements.
The assessment of whether indicators of impairment might exist for individual assets was performed centrally by us as the Group auditor.
None of the entities that were not included in the audit scope contributes more than 3% of revenues and property, plant and equipment of the Group. At Group level, analytical audit procedures were performed that focussed on revenues and property, plant and equipment in order to exclude the possibility that the financial information of these entities included in the consolidated financial statements contained material misstatements.
Report on key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
aventron AG | Report of the statutory auditor to the General Meeting
47 aventron 2019 ANNUAL REPORT
Impairment of property, plant and equipment (PPE)
Key audit matter How our audit addressed the key audit matter
In accordance with Swiss GAAP FER 20, Management as- We focused our audit on the identification of indicators of sesses annually as at the balance sheet date whether impairment of PPE. We performed our audit as follows: there are indicators of impairment of PPE of the aventron Group. If impairment indicators are identified, the recovera- • Through interviews with Management and the local ble amount of the assets concerned has to be determined auditors, we enhanced our understanding of the regu- and, if necessary, impairment charges booked against latory environment and the current conditions at- these assets. tached to local subsidies in the markets and countries in which the aventron Group is active. Assessing PPE for impairment and identifying indicators of impairment of PPE was considered a key audit matter for • We analysed the extent to which matters had arisen the following reasons: that could indicate the PPE were impaired. This was done, for example, by inspecting the minutes of the • PPE represent a significant part of total assets on the meetings of the Board of Directors and of Manage- balance sheet as at 31 December 2019 (CHF 601 mil- ment and by assessing the developments in the regu- lion). latory environment and in the markets and countries in which the aventron Group is active. To identify such • The economic viability of these assets depends, in developments, we also interviewed members of Man- particular, on state subsidies. The conditions attached agement and the local auditors. to these subsidies differ from country to country. Changes in the regulatory and market environment • The Management of the aventron Group prepared a could have a significant impact on the valuation of detailed analysis (discounted cash flow valuation) in these assets. order to identify indicators of impairment of PPE. We tested this analysis by assessing the methods used • There is a risk that the impairment of PPE could have and by challenging the key assumptions. a significant impact on the consolidated financial statements. The results of our audit procedures support Management's assessment that no further impairment of PPE was neces- Please refer to the ‘Notes to the consolidation and valua- sary in the consolidated financial statements as at 31 De- tion principles’ and note 12 ‘Property, plant and equipment’. cember 2019.
Responsibilities of the Board of Directors for the consolidated financial statements The Board of Directors is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with Swiss GAAP FER and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from mate- rial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’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 Group or to cease operations, or has no realistic alternative but to do so.
aventron AG | Report of the statutory auditor to the General Meeting
48 Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated 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 Swiss Auditing Standards 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 ex- pected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Swiss law and Swiss Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrep- resentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropri- ate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and re- lated disclosures made.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty ex- ists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evi- dence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclo- sures, and whether the consolidated financial statements represent the underlying transactions and events in a man- ner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors or its relevant committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
aventron AG | Report of the statutory auditor to the General Meeting
49 AVENTRONaventron 2019 GESCHÄFTSBERICHT ANNUAL REPORT 2019
Report on other legal and regulatory requirements
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
PricewaterhouseCoopers AG
Thomas Brüderlin Arsim Arslani Audit expert Audit expert Auditor in charge
Basel, 11 March 2020
aventron AG | Report of the statutory auditor to the General Meeting
50
Financial report | Annual financial statements for aventron AG, Münchenstein Financial report | Annual financial statements for aventron AG, Münchenstein INCOME STATEMENT
2019 2018 2019kCHF 2018kCHF kCHF kCHF Investment income 11 911 8 219 Investment income 11 911 8 219 Interest income from loans to Group companies 8 287 7 915 Interest income from loans to Group companies 8 287 7 915 Reversal of impairments on investments in Group companies 1 930 0 Reversal of impairments on investments in Group companies 1 930 0 Gain from disposal of Group companies 1 713 0 Gain from disposal of Group companies 1 713 0 Net revenue from management services to Group companies 2 641 2 690 Net revenue from management services to Group companies 2 641 2 690 Cost reimbursements 571 598 Cost reimbursements 571 598 Other operating income 304 2 Other operating income 304 2 Total revenue 27 357 19 424 Total revenue 27 357 19 424
Personnel expenses -2 470 -2 030 Personnel expenses -2 470 -2 030 External services -1 344 -1 918 External services -1 344 -1 918 Impairment on investments in Group companies -392 0 Impairment on investments in Group companies -392 0 Interest expense for Group companies -151 -166 Interest expense for Group companies -151 -166 Interest expense -986 -1 027 Interest expense -986 -1 027 Other operating expenses for Group companies -563 -110 Other operating expenses for Group companies -563 -110 Other operating expenses -716 -747 Other operating expenses -716 -747 Total expenses -6 622 -5 998 Total expenses -6 622 -5 998
Operating result 20 735 13 426 Operating result 20 735 13 426
Foreign currency result -4658 -3286 Foreign currency result -4658 -3286
Annual result before income taxes 16 077 10 140 Annual result before income taxes 16 077 10 140
Income taxes -256 -205 Income taxes -256 -205
Annual result 15 821 9 935 Annual result 15 821 9 935
53 5351 53 aventron 2018 2019 ANNUAL ANNUAL REPORT REPORT aventron 2018 ANNUAL REPORT Financial report | Annual financial statements for aventron AG, Münchenstein Financial report | Annual financial statements for aventron AG, Münchenstein BALANCE SHEET
31/12/2019 31/12/2018 31/12/2019kCHF 31/12/2018kCHF Cash and cash equivalents 14kCHF 545 6kCHF 905 CashOther and current cash receivables equivalents from Group companies 146 545991 67 905279 Other current receivables from thirdGroup parties companies 6 991140 7 27979 OtherAccrued current income receivables and prepaid from expenses third parties 140273 7946 AccruedCurrent assetsincome and prepaid expenses 21 949273 14 30946 Current assets 21 949 14 309 Loans to Group companies 202 395 194 418 LoansInvestments to Group in subsidiariescompanies and associates 202247 395758 194249 418276 InvestmentsProperty, plant in andsubsidiaries equipment and associates 247 758107 249 27698 Property,Non-current plant assets and equipment 450 260107 443 79298 Non-current assets 450 260 443 792 ASSETS 472 209 458 101 ASSETS 472 209 458 101 Trade accounts payable to related parties 0 39 Trade accounts payable to relatedthird parties parties 210 10439 TradeCurrent accounts interest-bearing payable toliabilities third parties to Group companies 5 83321 2 586104 Current interest-bearing liabilities to thirdGroup parties companies 59 833000 2 5860 CurrentOther current interest-bearing liabilites to liabilities Group companies to third parties 9 000209 0 Other current liabilites to thirdGroup parties companies 20961 380 OtherAccrued current expenses liabilites to and to thirddeferred parties income from third parties 60261 53738 AccruedCurrent liabilitiesexpenses to and deferred income from third parties 15 726602 3 304537 Current liabilities 15 726 3 304 Non-current interest-bearing liabilities to Group companies 5 609 6 650 Non-current interest-bearing liabilities to thirdGroup parties companies 655 609220 676 614650 Non-current interest-bearingprovisions liabilities to third parties 65 220183 67 614700 Non-current provisionsliabilities 71 012183 74 964700 Non-current liabilities 71 012 74 964 Share capital 43 728 43 728 ShareStatutory capital capital reserves 31943 728284 31943 728284 StatutoryOther retained capital reserves reserves 319 284300 319 284300 OtherRetained retained earnings, reserves statutory and by resolution 1 000300 1 000300 RetainedOwn shares earnings, statutory and by resolution -11 000330 -21 000024 Own-Result shares carried forward -16 330668 -27 024610 -Result-Annual carried result forward 156 668821 79 610935 Accumulated-Annual result gains and losses 1522 821489 179 935545 AccumulatedEquity gains and losses 38522 471489 37917 833545 Equity 385 471 379 833 EQUITY AND LIABILITIES 472 209 458 101 EQUITY AND LIABILITIES 472 209 458 101
5452 54
Financial report | Annual financial statements for aventron AG, Münchenstein Financial report | Annual financial statements for aventron AG, Münchenstein NOTES AND ADDITIONAL INFORMATION
INFORMATION ON THE PRINCIPLES APPLIED IN THESE ANNUAL FINANCIAL STATEMENTS TheseINFORMATION annual financial ON THE statements PRINCIPLES were APPLIED prepared IN inTHESE accordance ANNUAL with FINANCIAL the provisions STATEMENTS of Swiss law, in particular, the articles These annual financial statements were prepared in accordance with the provisions of Swiss law, in particular, the articles on commercial bookkeeping and accounting (OR 957 to 962). The principles applied are in compliance with the law. on commercial bookkeeping and accounting (OR 957 to 962). The principles applied are in compliance with the law. COMPENSATION InformationCOMPENSATION about compensation for the members of the Board of Directors and the Executive Board as well as information Information about compensation for the members of the Board of Directors and the Executive Board as well as information regarding the employee option scheme is provided in the Compensation Report. regarding the employee option scheme is provided in the Compensation Report. OWN SHARES InformationOWN SHARES on own shares is disclosed on page 42 of the consolidated annual financial statements of the aventron Group. Information on own shares is disclosed on page 40 of the consolidated annual financial statements of the aventron Group. All own shares are held by aventron AG. All own shares are held by aventron AG. EQUITY INTERESTS AND LOANS EquityEQUITY interests INTERESTS and loansAND LOANSare recognised at cost, taking into account any impairments. Each year, the equity interests are tested Equity interests and loans are recognised at cost, taking into account any impairments. Each year, the equity interests are tested for impairment on the basis of individual measurements. The carrying amount was compared with the planned discounted cash flows for impairment on the basis of individual measurements. The carrying amount was compared with the planned discounted cash flows for this purpose. for this purpose.
Direct investments 31/12/2019 31/12/2018 Direct investments 31/12/2019 31/12/2018 Share of capital Share of Share of capital Share of Share of capitalin % votingShare rights of Share of capitalin % votingShare rights of in % voting rightsin % in % voting rightsin % in % in % aventron España S.L., Madrid, Spain 100 100 100 100 aventron España S.L., Madrid, Spain 100 100 100 100 aventron Deutschland GmbH, Waldbronn, Germany 100 100 100 100 aventron Deutschland GmbH, Waldbronn, Germany 100 100 100 100 aventron Italia S.r.l., Merano, Italy 100 100 100 100 aventron Italia S.r.l., Merano, Italy 100 100 100 100 aventron Norway AS, Oslo, Norway 100 100 100 100 aventron Norway AS, Oslo, Norway 100 100 100 100 aventron solar AG, Münchenstein, Switzerland 100 100 100 100 aventron solar AG, Münchenstein, Switzerland 100 100 100 100 aventron Verwaltungs GmbH, Waldbronn, Germany 100 100 100 100 aventron Verwaltungs GmbH, Waldbronn, Germany 100 100 100 100 Birseck Eole SAS, Saint-Louis, France 100 100 100 100 Birseck Eole SAS, Saint-Louis, France 100 100 100 100 Birseck Hydro AG, Münchenstein, Switzerland 100 100 100 100 Birseck Hydro AG, Münchenstein, Switzerland 100 100 100 100 Birseck Hydro SAS, Saint-Louis, France 100 100 100 100 Birseck Hydro SAS, Saint-Louis, France 100 100 100 100 Birseck Solaire SAS, Saint-Louis, France 100 100 100 100 Birseck Solaire SAS, Saint-Louis, France 100 100 100 100 Birseck Solar AG, Münchenstein, Swizerland 51 51 51 51 Birseck Solar AG, Münchenstein, Swizerland 51 51 51 51 C2C Inverpark S.L., Sevilla, Spain 100 100 100 100 C2C Inverpark S.L., Sevilla, Spain 100 100 100 100 Desarrollos Fotovoltaicos Mos Del Bou S.L., Sevilla, Spain 100 100 100 100 Desarrollos Fotovoltaicos Mos Del Bou S.L., Sevilla, Spain 100 100 100 100 Donnadolce Service S.r.l., Ragusa, Italy 0 0 100 100 Donnadolce Service S.r.l., Ragusa, Italy 0 0 100 100 EBM Solaire Srl, Saint-Louis, France 100 100 100 100 EBM Solaire Srl, Saint-Louis, France 100 100 100 100 Emerging Power Developers SA, Vouvry, Switzerland 100 100 0 0 Emerging Power Developers SA, Vouvry, Switzerland 100 100 0 0 HF2 S.r.l., Bari, Italy 0 0 100 100 HF2 S.r.l., Bari, Italy 0 0 100 100 Kraftwerk Palanggenbach AG, Altdorf, Switzerland 60 60 60 60 Kraftwerk Palanggenbach AG, Altdorf, Switzerland 60 60 60 60 leading swiss renewables AG, Münchenstein, Switzerland 100 100 100 100 leading swiss renewables AG, Münchenstein, Switzerland 100 100 100 100 Parque Eolico Puerto Real I S.L., Sevilla, Spain 100 100 100 100 Parque Eolico Puerto Real I S.L., Sevilla, Spain 100 100 100 100 Saja Renovables S.L., Sevilla, Spain 100 100 100 100 Saja Renovables S.L., Sevilla, Spain 100 100 100 100 Solar Power Plant Goito S.r.l., Salò, Italy 0 0 100 100 Solar Power Plant Goito S.r.l., Salò, Italy 0 0 100 100 Solar Power Plant Porto Tolle S.r.l., Salò, Italy 100 100 100 100 Solar Power Plant Porto Tolle S.r.l., Salò, Italy 100 100 100 100
The indirect equity interests of aventron AG are shown in the Schedule of Interests on page 43 of the consolidated financial The indirect equity interests of aventron AG are shown in the Schedule of Interests on page 43 of the consolidated financial statements. statements.
55 5553 55 aventron 2019 ANNUAL REPORT
MAJOR SHAREHOLDERS As at 31 December 2019, major shareholders in aventron AG with a share of more than 3 percent were: aventron Holding AG (69.71 percent; previous year: 61.95 percent), Stadtwerk Winterthur (0 percent; previous year: 7.76 percent), UBS Clean Energy Infrastructure (6.67 percent; previous year: 6.35 percent), Reichmuth Infrastruktur Schweiz (6.12 percent; previous year: 6.12 percent), Gebäude- versicherung Bern (3.36 percent; previous year: 3.38 percent).
SHAREHOLDINGS OF THE BOARD OF DIRECTORS AND MANAGING DIRECTORS The members of the Board of Directors and the managing directors of the operating subsidiaries of the aventron Group hold the following number of registered shares in aventron AG:
31/12/2019 31/12/2018 Ammann Conrad Chairman of the Board of Directors (since 2019 AGM) 0 0 Huber Beat Member of the Board of Directors 0 0 Leimgruber Priscilla Member of the Board of Directors 0 0 Schaub Martin Member of the Board of Directors 0 0 Stalder Michael Member of the Board of Directors 0 0 von Moltke Daniel Member of the Board of Directors (since 2019 AGM) 0 0 Wyss Nicolas Member of the Board of Directors (since 2019 AGM) 0 0 Christmann Cédric Chairman of the Board of Directors (until 2019 AGM) 0 0 Ulmer Werner Member of the Board of Directors (until 2019 AGM) 0 7 500 Millioud Antoine CEO 0 350 Wagner Eric CIO 7 000 7 000 Furrer Bernhard CFO 1 970 1 970 Moll Daniel COO (since 2019) 0 0
OPTION PLAN FOR MANAGING DIRECTORS In 2019, no new options were allocated. As at the end of 2019, 112 775 options with an issue value of CHF 91 334 were being held.
Number of employees 2019 2018 Full-time equivalents, annual average 12 10
Joint and several guarantee 2019 2018 TCHF TCHF Joint and several guarantee for associates for the benefit of third parties 3 127 4 127 Loans with equity character receivable from Group companies 202 395 194 418
54 56
Financial report | Annual financial statements for aventron AG, Münchenstein Financial report | Annual financial statements for aventron AG, Münchenstein APPROPRIATION OF PROFITS
kCHF kCHF The 2018 annual financial statements of aventron AG close with an annual profit of 15 821 The 2018 annual financial statements of aventron AG close with an annual profit of 15 821 Carry-forwards from the previous year amount to 6 668 Carry-forwards from the previous year amount to 6 668 The General Meeting can dispose of 22 489 The General Meeting can dispose of 22 489 The Board of Directors proposes the following distribution to the General Meeting: 11 369 The(CHF Board 0.26 per of Directors share) proposes the following distribution to the General Meeting: 11 369 (CHF 0.26 per share) Balance carried forward 11 120 Balance carried forward 11 120
Münchenstein, 11 March 2020 aventron AG Münchenstein, 11 March 2020 aventron AG The Board of Directors The Board of Directors
57 5755 57 aventron 2019 ANNUAL REPORT
Financial report | Annual financial statements for aventron AG, Münchenstein APPROPRIATION OF PROFITS Report of the statutory auditor to the General Meeting of aventron AG kCHF The 2018 annual financial statements of aventron AG close with an annual profit of 15 821 Carry-forwardsMünchenstein from the previous year amount to 6 668 The General Meeting can dispose of 22 489 TheReport Board ofon Directors the audit proposes of the the following financial distribution statements to the General Meeting: 11 369 (CHF 0.26 per share) BalanceOpinion carried forward 11 120 We have audited the financial statements of aventron AG, which comprise the income statement for the year ended 31 December 2019, the balance sheet as at 31 December 2019 and notes for the year then ended, including a summary of significant accounting policies.
Münchenstein, 11 March 2020 aventron AG In our opinion, the financial statements (pages 51 to 55) as at 31 December 2019 comply with Swiss law and the com- pany’s articles of incorporation. The Board of Directors
Basis for opinion We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. 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 entity 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.
Our audit approach
Overview Overall materiality: CHF 4'500'000
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into ac- count the structure of the entity, the accounting processes and controls, and the industry in which the entity operates.
As key audit matter the following area of focus has been identified:
Impairment of holdings in and loans to Group companies
PricewaterhouseCoopers AG, St. Jakobs-Strasse 25, Postfach, CH-4002 Basel, Switzerland Telefon: +41 58 792 51 00, Telefax: +41 58 792 51 10, www.pwc.ch
PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
56 57
Materiality The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable assurance that the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative consider- ations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.
Overall materiality CHF 4'500'000
How we determined it 1% of total assets
Rationale for the materiality bench- We chose total assets as the benchmark because this properly takes into ac- mark applied count the capital-intensive nature of aventron AG.
We agreed with the Audit Committee that we would report to them misstatements above CHF 225'000 identified during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.
Audit scope We designed our audit by determining materiality and assessing the risks of material misstatement in the financial state- ments. In particular, we considered where subjective judgements were made; for example, in respect of significant ac- counting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Report on key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the fi- nancial statements of the current period. These matters were addressed in the context of our audit of the financial state- ments as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
aventron AG | Report of the statutory auditor to the General Meeting
57 aventron 2019 ANNUAL REPORT
Impairment of holdings in and loans to Group companies
Key audit matter How our audit addressed the key audit matter
Impairment of holdings in and loans to Group companies As the holdings are largely investments in individual hydro- was deemed a key audit matter for the following reasons: power plants, solar power plants or wind power plants, our audit approach for the audit of the standalone financial • Holdings in (CHF 248 million) and loans to Group statements of aventron AG coincides with the audit ap- companies (CHF 202 million) represent a significant proach for the audit of the consolidated financial state- part of total assets on the balance sheet as at 31 De- ments of aventron AG. cember 2019. We focused our audit on the identification of indicators of • The holdings mostly represent individual hydropower impairment of holdings. We performed our audit as follows: plants, solar power plants or wind power plants. The economic viability of these assets depends, in particu- • Through interviews with Management and the local lar, on state subsidies. The conditions attached to auditors, we enhanced our understanding of the regu- these subsidies differ from country to country. latory environment and the current conditions at- Changes in the regulatory and market environment tached to local subsidies in the markets and countries could have a significant impact on the valuation of in which aventron AG is active. these as-sets and, thus, on the holdings. • We analysed the extent to which matters had arisen • There is a risk that the impairment of holdings in and that could indicate the holdings were impaired. the related loans to Group companies could have a significant impact on the financial statements. • The Management of the aventron Group prepared a detailed analysis in order to identify impairment indi- cators relating to holdings in and loans to Group com- panies. We tested this analysis by assessing the methods used and by challenging the key assump- tions.
Our audit results support the assumptions used by Man- agement in assessing impairment of the holdings in and the loans to Group companies.
Responsibilities of the Board of Directors 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 entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of ac- counting unless the Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic al- ternative but to do so.
aventron AG | Report of the statutory auditor to the General Meeting
58 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 ma- terial 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 Swiss Auditing Standards 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.
As part of an audit in accordance with Swiss law and Swiss Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, de- sign and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropri- ate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropri- ate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and re- lated disclosures made.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty ex- ists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the entity to cease to continue as a going concern.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors or its relevant committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Report on other legal and regulatory requirements
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.
We further 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.
PricewaterhouseCoopers AG
Thomas Brüderlin Arsim Arslani Audit expert Audit expert Auditor in charge
Basel, 11 March 2020
aventron AG | Report of the statutory auditor to the General Meeting
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34 MW Windpark Parque Eólico Rodera Alta S.L., Spain
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PUBLISHER AVENTRON AG
EDITORIAL TEXTS/REALISATION AVENTRON AG
PHOTO CREDITS AVENTRON AG
PRINTING DRUCKEREI DÜRRENBERGER AG, ARLESHEIM
PAPER LESSEBO ROUGH BRIGHT, FISCHER
KLEINKRAFTWERK BIRSECK AG 61 aventron AG Weidenstrasse 27 CH-4142 Münchenstein 1, Switzerland Tel.: + 41 61 415 40 10 E-Mail: [email protected] www.aventron.com