Börsiteade

Pealkiri

Results of Operations for the 4th quarter 2012

Teade

MANAGEMENT REPORT

Contractual Highlights

  -- AS Tallinna Vesi tariffs continue to be on the same level based on
     temporary
injunction granted by the Court for the period of court proceedings to
     protect the Company from the unilateral breach of privatization agreement
     by Estonian Authorities (more information available at end of the paper
     from section Contractual tariff debate).
  -- At the end of May the District Court ruled that AS Tallinna Vesi’s Services
     Agreement, that was part of the international privatisation, is a public
     law contract,
overturning the Competition Authority’s claim that the tariff mechanism
     specified in the Services Agreement is allegedly a civil law agreement that
     the company cannot rely on in an administrative court. In June 2012 the
     Competition Authority appealed this decision.
  -- In September the Supreme Court rejected the Competition Authority’s appeal,
     meaning that the District Court’s decision has been upheld. It is now for
     the Administrative Court to determine whether or not the Services Agreement
     is binding on the Competition Authority, however the tariff mechanism has
     been deemed a public law contract.
  -- AS Tallinna Vesi firmly believes that the terms and conditions of the
     international privatisation contract that has been deemed a public law
     contract should not be broken simply by transferring the duties of the
     regulator from one state institution (the City of Tallinn) to a different
     state institution (the Competition Authority).
  -- AS Tallinna Vesi was privatised in 2001 with the full support and knowledge
     of the Estonian national government, with written confirmations from the
     Prime Minister, the Minister of Finance, and the Competition Authority
     itself regarding the key terms of the agreements, and utilising the
     expertise and guidance of the European Bank for Reconstruction and
     Development (EBRD). In addition to approving the framework of the
     privatisation the State of Estonia directly benefited as the sovereign
     guarantee it had been required to provide to EBRD to secure the then
     municipal AS Tallinna Vesi’s loans was passed to the Strategic Investor on
     privatisation.
  -- Discussion of the complaint submitted to the EU Commission is on-going.
  -- Average real return on capital invested at privatization is still 6.2%
     since 2001.

The Company has continuously stated its belief in fully transparent regulation
and its willingness to enter into meaningful and evidence-based dialogue that
takes into account the privatization contract signed in 2001. 



Results for the twelve months of 2012

During the twelve months of 2012 the Company’s total sales increased, year on
year, by 3.3% to 52.9 mln euros. Sales of water and wastewater treatment were
47.9 mln euros, showing 3.0% increase compared to the twelve months of 2011.
These increases in sales are due to higher sales volumes during 2012. 

The operating profit from the Company’s main business activity increased by 1.3
mln euros or 5.2% to 26.7 mln euros during the twelve months of 2012 compared
to the twelve months of 2011. 

The Company’s profit before taxes for the year in 2012 was 27.1 mln euros,
which is a 1.3 mln euros or 5.0% increase compared to the relevant period in
2011. 

The Company’s net profit for 2012 was 22.6 mln euros, which is 1.1 mln euros or
5.0% higher than the net profit of 21.5 mln euros in the equivalent period in
2011. 

Increase in net profit is due to the various impacts from activities not
related to the main business performance: reduced construction profits (-1.4
mln euros year on year), non-repeatable one off debt collection in 2011 (-0.5
mln euros), mainly non-cash increase in financial costs in 2011 (1.4 mln
euros), income tax on dividends (-0.2 mln euros year on year). 



RESULTS OF OPERATIONS - FOR THE 4th QUARTER 2012

Financial highlights of 4th quarter 2012

In the 4th quarter of 2012 the Company’s underlying performance was good and
stable, continuously focused on the improvement of operational performance and
customer service. 

During the 4th quarter of 2012 the sales increased by 4.8% mainly due to
increase from commercial sectors and outside service area. Gross profit
increased in the 4th quarter of 2012 by 16.7% and the operating profit from
main business activities increased by 19.5%. Total operating profit increased
by 6.6% during the same period as a result of completion of considerably
smaller proportion of the construction program than in 4th quarter of 2011. 

mln €            4 Q     4 Q     4 Q    Change     12       12      12    Change
                 2010    2011    2012    12/11   months   months  months   12/11
                                                 2010     2011     2012         
--------------------------------------------------------------------------------
Sales             12,5    13,1    13,7    4,8%     49,7     51,2    52,9    3,3%
Gross profit       6,8     7,2     8,4   16,7%     29,0     30,3    32,6    7,5%
Gross profit      54,8    54,9    61,2   11,3%     58,4     59,2    61,6    4,1%
 margin %                                                                       
Operating          7,1     8,0     8,6    6,6%     27,5     28,9    28,8   -0,4%
 profit                                                                         
Operating          5,4     5,7     6,8   19,5%     24,2     25,4    26,7    5,2%
 profit - main                                                                  
 business                                                                       
Operating         56,9    61,5    62,5    1,7%     55,3     56,4    54,4   -3,6%
 profit margin                                                                  
 %                                                                              
Profit before      7,9     7,7     8,7   12,8%     24,9     25,8    27,1    5,0%
 taxes                                                                          
Net profit         7,9     7,7     8,7   12,8%     16,4     21,5    22,6    5,0%
Net profit        63,6    58,7    63,2    7,6%     33,0     42,0    42,7    1,7%
 margin %                                                                       
ROA %              4,3     4,0     4,3    7,9%      8,9     11,2    11,3    0,5%
Debt to total     60,1    58,9    57,8   -1,9%     60,1     58,9    57,8   -1,9%
 capital                                                                        
 employed                                                                       
--------------------------------------------------------------------------------

Gross profit margin – Gross profit / Net sales

Operating profit margin – Operating profit / Net sales

Net Profit margin – Net Profit / Net sales

ROA – Net profit /Total Assets

Debt to Total capital employed – Total Liabilities / Total capital employed

Main business – water and wastewater activities, excl. connections profit and
government grants 



Profit and Loss Statement

4th quarter 2012

Sales

In the 4th quarter of 2012 the Company’s total sales increased, year on year,
by 4.8% to 13.7 mln euros. 90% of sales comprise of sales of water and
treatment of wastewater to domestic and commercial customers within and outside
of the service area, 7% of sales from fees received from the City of Tallinn
for operating and maintaining the storm water system and 3% from other works
and services. 

Sales of water and wastewater services were 12.4 mln euros, a 4.4% increase
compared to the 4th quarter of 2011, resulting from the rise in sales volumes
as described below. 

Within the service area, sales to residential customers were stable at 6.0 mln
euros with no change year on year. Sales to commercial customers increased by
5.0% to 4.8 mln euros, mainly due to industrial customers. Sales to customers
outside of the main service area increased by 17.0% to 1.3 mln euros in the 4th
quarter of 2012. Over pollution fees received were 0.27 mln euros, a 67.1%
increase compared to the 4th quarter of 2011. 

As result of same tariffs billable in 2012 compared to 2011 the sales volumes
reflect the same variances in main services area as prescribed above 

Outside service area sales volumes were 35.5% higher than in the 4th quarter of
2011. The main factor in this increase was higher storm water volumes
supplemented by some increase in sewerage service due to connection of small
areas in neighbouring municipalities. This resulted in a sales increase year on
year by 16.9%; the sales increase is lower than volumes increase as storm water
tariffs are lower than sewage tariffs. 

The sales from the operation and maintenance of the storm water and
fire-hydrant system increased by 7.2% to 1.0 mln euros in the 4th quarter of
2012 compared to the same period in 2011. This is in accordance with the terms
and conditions of the contract whereby the storm water and fire hydrant costs
are invoiced based on actual costs and volumes treated. This cost pass through
increase has no impact on profits. 



Cost of Goods Sold and Gross profit

The cost of goods sold for the main operating activity was 5.3 mln euros in the
4th quarter of 2012, a decrease of 0.57 mln euros or 9.7% from the equivalent
period in 2011. The cost decrease is mainly the result of savings from
switching from outsourcing to insourcing balanced by increased costs due to
higher staff and electricity costs as explained below. 

Total variable costs decreased by 0.34 mln euros or 16.0% year on year in
combination of increase in regulated prices and tax rates and movements in
treatment volumes that affected the variable costs together with the following
additional factors: 

  -- Water abstraction charges increased only by 0.02 mln euros or 7.8% to 0.24
     mln euros in the 4th quarter of 2012, despite of 10% increase in tax rates
     due to positive impact from reduced leakage ratio.
  -- Total chemical costs decreased by 0.01 mln euros or 3.0% to 0.42 mln euros.
     Chemicals costs decreased despite of an increase in chemicals price worth
     0.03 mln euros (0.02 mln euros coming from methanol price increase by 12%)
     due to lower volume impact worth 0.05 mln euros.
  -- Electricity costs in total increased by 0.15 mln euros or 17.8% in the 4th
     quarter of 2012 compared to the 4th quarter of 2011. Electricity costs were
     the most impacted by considerable increase in electricity prices, which on
     average have increased 7.4% with an adverse effect of 0.07 mln euros, in
     addition the Company was affected by the adverse impact from the increased
     treated storm water volumes.
  -- Pollution tax decreased by 0.49 mln euros or 72.9% in the 4th quarter of
     2012. Significant improvements in nitrogen removal process balance the
     pollution tax increase due to the 15% increase in tax rates and 4% increase
     in volumes.

The improved nitrogen removal is the result of the environmental project that
was implemented to mitigate the nitrogen treatment and tax risks discussed
throughout the 2010 and 2011. The project was completed by the Company in
second half of 2011 when we finished the construction and implemented the
additional stage in sewage treatment process. 

To mitigate the external price risk of maintenance services the Company has
switched from outsourcing to insourcing in various areas in the 3rd quarter of
2012. Total fixed cost of goods sold in the main operating activity decreased
by 0.24 mln euros or 6.2% year on year due to said switch. 

Due to the start-up of services the Company increased its headcount resulting
in 0.13 mln euros or 11.1% increase in salary costs due to overall increase in
headcount, which was offset by cost savings for maintenance services and
transportation, worth 0.24 mln euros. 

As a result of all of the above the Company’s gross profit for the 4th quarter
of 2012 was 8.4 mln euros, which is an increase of 1.2 mln euros, or 16.7%,
compared to the gross profit of 7.2 mln euros for the 4th quarter of 2011. 



Other Operating Costs

Marketing expenses and General administration expenses stayed flat during the
4th quarter of 2012 compared to the corresponding period in 2011. 



Other net income/expenses

Other net income decreased by 0.67 mln euros or 29.6% to a net income of 1.6
mln euros, compared to 2.3 mln euros net income in the 4th quarter of 2011. The
considerable variances are not related to the main operating performance of the
Company. 

In previous years the majority of the income in Other net income/expenses has
been related to constructions and government grants. As the major programs were
almost entirely completed by end of 2011, the revenues from this activity have
considerably dropped. Profits from constructions and government grants recorded
in the 4th quarter of 2012 were 1.8 mln euros compared to a net income of 2.4
mln euros in the 4th quarter of 2011. 

The rest of the other income/expenses totalled an expense of 0.19 mln euros in
the 4th quarter of 2012 compared to an expense of 0.10 mln euros in the 4th
quarter of 2011 that was mainly related to an increase in doubtful debts. 



Operating profit

As a result of above factors the Company’s operating profit from main services
for the 4th quarter of 2012 totalled 6.8 mln euros compared to 5.7 mln euros in
the corresponding quarter in 2011. In total the Company’s operating profit for
all activities for the 4th quarter of 2012 was 8.6 mln euros, which shows an
increase of 0.60 mln euros compared to an operating profit of 8.0 mln euros
achieved in the 4th quarter of 2011. Year on year the operating profit for the
4th quarter has increased by 6.6%. 



Financial expenses

Net Financial expenses/income were 0.09 mln euros in the 4th quarter of 2012,
which is a decrease of 0.45 mln euros in expenses compared to -0.36 mln euros
net expenses in the 4th quarter of 2011. In 2011 the financial costs were
mainly impacted from the non-cash revaluation of the fair value of swap
agreements, in the 4th quarter of 2011 the revaluation impact was negative by
0.67 mln euros and in the relevant quarter of 2012 the revaluation impact was
positive by 0,35 mln euros. 

The standalone swap agreements have been signed to mitigate the majority of the
long term floating interest risk, the interest swap agreements are signed for
75 mln euros and 20 mln euros is thereby still with floating interest rate. At
this point in time the estimated fair value of the swap contracts is negative,
totalling 4.6 mln euros. 

Effective interest rate in the 4th quarter of 2012 was 3.30%, amounting in the
interest costs of 0.80 mln euros, compared respectively to 2.57% and 0.62 mln
euros in the 4th quarter of 2011. This reflects mainly the adverse impact from
swap agreements that became effective only from the 2nd quarter of 2011. 



Profit Before and After Tax

The Company’s profit before taxes for the 4th quarter of 2012 was 8.7 mln
euros, which is 1.0 mln euros higher than the profit before taxes of 7.7 mln
euros for the 4th quarter of 2011, resulting from the movements in fair value
of financial instruments as described above. The Company’s profit after taxes
for the 4th quarter of 2012 was 8.7 mln euros, which is also 1.0 mln euros
higher than the profit after taxes of 7.7 mln euros for the 4th quarter of
2011. 



Balance sheet

In the twelve months of 2012 the Company invested 11.3 mln euros into fixed
assets. As of 31 December 2012 non-current assets amounted to 158.1 mln euros. 

Current assets increased by 7.7 mln euros to 42.6 mln euros in the year mainly
due to increased cash at bank. In the twelve months of 2012, cash at bank
increased by 9.2 mln euros. 

Current liabilities increased by 1.4 mln euros to 9.9 mln euros in the year due
to increased customer prepayments and fair value of financial instruments – the
latter being a technical transaction rather than an increase in current
liabilities. 

The Company has a Total debt/Total assets level as expected of 57.8%, in range
of 55%-65%, reflecting the year-end equity profile. This level is consistent
with the same period in 2011 when the total debt/total assets ratio was 58.9%. 

Long-term liabilities stood at 106.2 mln euros at the end of December 2012,
consisting mainly of the outstanding balance of three long-term bank loans
totalling 95 mln euros. The first repayment of loans or refinancing should take
place at the end of 2013. The weighted average interest margin for the total
loan facility is 0.82%. The rest of long term liabilities reflect mainly the
accounting record of deferred income from connection fees. 

In the 4th quarter of 2011 the Company recorded an exceptional contingent
liability, which could cause an outflow of economic benefits of up to 36.0 mln
euros, as per note 13 to the accounts. Considering that the court proceedings
are continuously on-going, the Management has not changed the evaluation of the
contingent liability. 



Cash flow

During the twelve months of 2012, the Company generated 28.4 mln euros of cash
flows from operating activities, a decrease of 1.8 mln euros compared to the
corresponding period in 2011. 2012 operating cash flows were below 2011 cash
flows mainly due to one-off large payments of overdue debt in 1st half of 2011.
Underlying operating profit still continues to be the main contributor to
operating cash flows. 

In the twelve months of 2012 net cash flows from investing activities resulted
in a cash inflow of 2.0 mln euros, an increase of 10.5 mln euros compared to an
outflow of 8.4 mln euros in the twelve months of 2011. This is mainly due to
lower capex spent on network extensions as this program of investments was
largely completed by the end of 2011. 

In the twelve months of 2012 the cash outflows related to the fixed asset
investments were 10.0 mln euros compared to 18.5 mln euros spent in the same
period of 2011, a decrease of 8.5 mln euros. The compensations received for the
construction of pipelines were 11.2 mln euros in the twelve months of 2012, a
decrease of 0.09 mln euros compared to same period in 2011. In 2012 the Company
also gave the 0.77 mln euros loan to AS Maardu Vesi according to the Operating
agreement signed in 2008. In 2011 the loan granted to AS Maardu Vesi amounted
to 3.2 mln EUR. 

In the twelve months of 2012, cash outflow from financing amounted to 21.3 mln
euros due to dividends paid to shareholders and dividend tax payment, which is
1.1 mln euros more than in the same period of 2011. 

As a result of all of the above factors, the total cash inflow in the twelve
months of 2012 was 9.2 mln euros compared to a cash inflow of 1.5 mln euros in
2011. Cash and cash equivalents stood at 23.9 mln euros as of 31 December 2012,
which is 9.2 mln euros higher than at the corresponding period of 2011. 



Employees

At the end of the 4th quarter of 2012, the total number of employees was 313
compared to 311 at the end of the 4th quarter of 2011. The full time equivalent
(FTE) was respectively 301 in 2012 compared to the 299 in 2011. The increase in
employee numbers is related to the prescribed switch from outsourcing to
insourcing. The management continues to work actively for the efficiencies in
processes to balance the increase in individual salaries and cost pressure from
the market with more productive company structure. 



Corporate structure

At the end of the quarter, 31 December 2012, the Group consisted of 2
companies. The subsidiary Watercom OÜ is wholly owned by AS Tallinna Vesi and
consolidated to the results of the Company. 



Share performance

AS Tallinna Vesi is listed on NASDAQ OMX Main Baltic Market with trading code
TVEAT and ISIN EE3100026436. 

As of 31 December 2012 AS Tallinna Vesi shareholders, with a direct holding
over 5%, were: 

United Utilities (Tallinn) BV  35.3%
------------------------------------
City of Tallinn                34.7%
------------------------------------



Parvus Asset Management owned in total 2.53% of the shares of the Company as
per Company’s best information as of 31 December 2012. As Parvus has reduced
their holding in the Company pension funds have continued to increase their
portfolios during the 4th quarter of 2012, owning 1.98% of the total shares
compared to 0.53% at the end of 4th quarter 2011. 



At the end of the quarter, 31 December 2012, the closing price of the AS
Tallinna Vesi share was 9.20 euros, which is a 7.10% increase compared to the
closing price of 8.59 euros at the beginning of the quarter. During the same
period the OMX Tallinn index rose by 9.88%. In the 4th quarter the Company’s
share price was mainly impacted by the on-going contractual debate and interim
court decisions. 



Operational highlights in the twelve months of 2012

In the twelve months of 2012, the operational and quality indicators of AS
Tallinna Vesi have been stable and indicate continuous improvement. Compared to
twelve months of 2011, the most remarkable improvements have been in removing
pollution from the wastewater discharged into the Baltic Sea and in wastewater,
service quality and customer communication indicators. For example: 

  -- The quality indicators for water quality are still at the high level, from
     taken samples 99.55% were fully in accordance with the norms, outperforming
     considerably the required standard 95% at customers’ taps.
  -- Total number of sewage blockages has decreased by 24% or by 229 blockages.
  -- The leakage level was 15.86%, which is 1.9% less than in 2011.
  -- Compared to the twelve months of 2011, the biofilter has enabled to reduce
     the volume of pollutants discharged to the sea by 37%.
  -- The Company’s environmental performance has been recognized by the European
     Commission, with the company nominated for the
EMAS 2012 award
.



Key contractual events

Contractual tariff debate

Tariffs are still frozen on the 2010 level despite of the fact that on 9
November 2010 the Company submitted its tariff application for a 3.5% tariff
increase from 1 January 2011, which was contractually agreed in the
privatisation contract to the Competition Authority (CA), the new price
checker. The tariff application is fully in accordance with the law and the
best practice regulation for privatized utilities, such as that favoured by
Ofwat in the UK and recommended by the World Bank for privatized utilities. 

On 2nd May 2011 the CA informed the Company about the rejection of the tariff
application. The CA completely ignored the privatization contract and did not
perform any analysis of the contractual and financial performance of the
Company during the period after privatization.  The CA is arguing that the
Company’s profitability is too high using their own recommendatory and
unverified methodology. 

The Company has calculated that the average real return on invested capital
from 2001 till 2012 has been 6.2% and the Company has also had these returns
independently verified by the international economics consulting company,
Oxera. The annual return on capital invested is in accordance with the returns
allowed by Ofwat the UK regulator over this same period[1], and the return
permitted by the Dutch Energy regulator Energiekamer, which allowed a real rate
of return of 6% in its regulatory determination of September 2010. 

The Company and its investors cannot accept such a unilateral breach of the
privatization terms and contract by Estonian Authorities and the Company
submitted an appeal to the court on 2 June 2011. 

Regrettably the CA decided not to wait for the court ruling regarding the
legality of the privatization contract and on 10 October 2011 the CA sent a
prescription to the company asking it to reduce its current tariffs by 29%. The
Company lodged another claim against the prescription and asked for the
temporary injunction from the Estonian court. The court granted the temporary
injunction for the period of court proceedings on 6 February 2012 and this
decision was confirmed by next level court on 2nd of March. The ruling cannot
be appealed any further and due legal process must now take its course. 

On 6th of February the Court joined both the current (2010) tariffs case and
the case regarding the rejection of AS Tallinna Vesi’s 2011 tariff application.
Thus, the prescription has been halted until both disputes have been resolved. 

On 31st May 2012 District Court issued a ruling, deeming the tariffs part of
the Services Agreement signed in 2001 as part of AS Tallinna Vesi’s
privatization package of agreements to be an administrative (public law)
agreement. The District court has thereby ruled in favour of AS Tallinna Vesi,
overturning the Competition Authority’s claim that the tariff mechanism
specified in the Services Agreement is allegedly a civil law agreement that the
company cannot rely on in an administrative court. 

On 13th June 2012 the Competition Authority appealed the Tallinn District
Court’s ruling to the Supreme Court. In their appeal, the Competition Authority
has stated that in its opinion AS Tallinna Vesi’s international privatisation,
tariff criteria and the supporting contracts agreed at privatisation in 2001
were the private business activity of the City of Tallinn, and therefore do not
warrant any protection under Estonian public law. 

On 18th September 2012 the Supreme Court rejected the CA’s appeal, meaning that
the District Court’s decision was upheld and the tariff mechanism is now deemed
to be a public law contract. It is now for the Administrative Court to
determine whether or not this public law contract should be binding on the CA.
AS Tallinna Vesi is firmly of the belief that the terms and conditions of the
international privatisation contract that has been deemed a public law contract
should not be broken simply by transferring the duties of the regulator from
one state institution (the City of Tallinn) to a different state institution
(the Competition Authority). 

AS Tallinna Vesi was privatised in 2001 with the full support and knowledge of
the Estonian national government, with written confirmations from the Prime
Minister, the Minister of Finance, and the Competition Authority itself
regarding the key terms of the agreements, and utilising the expertise and
guidance of the European Bank for Reconstruction and Development (EBRD). In
addition to approving the framework of the privatisation the State of Estonia
directly benefited as the sovereign guarantee it had been required to provide
to EBRD to secure the then municipal AS Tallinna Vesi’s loans was passed to the
Strategic Investor on privatisation. 



Complaint to European Commission

In parallel, on 10th December 2010 AS Tallinna Vesi lodged a complaint to the
European Commission regarding certain measures adopted by the Estonian
authorities. The company believes these measures unilaterally alter the terms
of AS Tallinna Vesi's privatization regime, and without any objective
justification, any form of meaningful prior discussion, or willingness to
engage in dialogue. Therefore they violate EU rules on the freedom of
establishment and the free movement of capital (articles 49 and 63 TFEU). The
process is on-going. 



Disclosure of relevant papers and perspectives

The Company has published its tariff application and all relevant
correspondence with the CA on its website
(http://www.tallinnavesi.ee/?op=body&id=728) and to the Tallinn Stock Exchange
and will keep its investors informed of all future developments regarding the
further key developments regarding the processing of the tariff application. 

In opposite to the Company the CA has requested the Court procedures to be
closed. Based on misleading information submitted by the CA the Court approved
the CA’s request. ASTV has reapplied for open proceedings. 

Still, at this point in time the Company is unable to say what is going to
happen to the tariffs before Court judgments and what would be the next steps
by the European Commission. The outcome and lengths of the Court proceedings is
outside the control of the Company. 



Additional information:

Ian John Alexander Plenderleith

Chairman of the Management Board

+372 6262 201

[email protected]



STATEMENT OF COMPREHENSIVE INCOME   IV quarter  IV quarter  12 months  12 months
(thousand €)                           2012        2011        2012       2011  
                                                                                
Revenue                                 13 709      13 079     52 924     51 240
Costs of goods sold                     -5 325      -5 895    -20 337    -20 927
                                                                                
GROSS PROFIT                             8 384       7 184     32 587     30 313
                                                                                
Marketing expenses                        -196        -190       -772       -748
General administration expenses         -1 202      -1 204     -4 740     -4 294
Other income/ expenses (-)               1 586       2 254      1 696      3 619
                                                                                
OPERATING PROFIT                         8 572       8 044     28 771     28 890
                                                                                
Financial income                           542         910      1 591      1 947
Financial expenses                        -451      -1 272     -3 297     -5 071
                                                                                
PROFIT BEFORE TAXES                      8 663       7 682     27 065     25 766
                                                                                
Income tax on dividends                      0           0     -4 466     -4 253
                                                                                
NET PROFIT FOR THE PERIOD                8 663       7 682     22 599     21 513
COMPREHENSIVE INCOME FOR THE             8 663       7 682     22 599     21 513
 PERIOD                                                                         
Attributable to:                                                                
Equity holders of A-shares               8 662       7 681     22 598     21 512
B-share holder                            0,60        0,60       0,60       0,60
                                                                                
Earnings per A share (in euros)           0,43        0,38       1,13       1,08
Earnings per B share (in euros)            600         600        600        600





STATEMENT OF FINANCIAL POSITION                                               
(thousand €)                                            31.12.2012  31.12.2011
                                                                              
ASSETS                                                                        
CURRENT ASSETS                                                                
Cash and equivalents                                        23 935      14 770
Trade receivables, accrued income and prepaid expenses      18 323      19 845
Inventories                                                    281         248
Non-current assets held for sale                                75          73
TOTAL CURRENT ASSETS                                        42 614      34 936
                                                                              
NON-CURRENT ASSETS                                                            
Other long-term receivables                                  7 560       9 583
Property, plant and equipment                              149 400     145 973
Intangible assets                                            1 154       1 577
TOTAL NON-CURRENT ASSETS                                   158 114     157 133
TOTAL ASSETS                                               200 728     192 069
                                                                              
LIABILITIES                                                                   
                                                                              
CURRENT LIABILITIES                                                           
Current portion of long-term borrowings                         99           0
Trade and other payables                                     5 482       5 789
Derivatives                                                  2 039       1 552
Prepayments                                                  2 252       1 146
TOTAL CURRENT LIABILITIES                                    9 872       8 487
                                                                              
NON-CURRENT LIABILITIES                                                       
Deferred income from connection fees                         7 892       6 824
Borrowings                                                  95 733      94 938
Derivatives                                                  2 538       2 936
Other payables                                                  20           9
TOTAL NON-CURRENT LIABILITIES                              106 183     104 707
TOTAL LIABILITIES                                          116 055     113 194
                                                                              
EQUITY CAPITAL                                                                
Share capital                                               12 000      12 000
Share premium                                               24 734      24 734
Statutory legal reserve                                      1 278       1 278
Retained earnings                                           46 661      40 863
TOTAL EQUITY CAPITAL                                        84 673      78 875
TOTAL LIABILITIES AND EQUITY CAPITAL                       200 728     192 069





CASH FLOW STATEMENT                                                12       12  
                                                                 months   months
(thousand €)                                                     2012     2011  
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Operating profit                                                 28 771   28 890
Adjustment for depreciation/amortisation                          5 879    5 729
Adjustment for profit from government grants and connection      -2 043   -3 484
 fees                                                                           
Other finance income/expenses                                       -56       35
Other non-cash adjustments                                          -97        0
Profit/loss(+) from sale and write off of property, plant and        -6       65
 equipment, and intangible assets                                               
Change in current assets involved in operating activities          -160      720
Change in liabilities involved in operating activities             -568    1 306
Interest paid                                                    -3 272   -3 051
Total cash flow from operating activities                        28 448   30 210
                                                                                
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Loans granted                                                      -765   -3 151
Acquisition of property, plant and equipment, and intangible    -10 011  -18 506
 assets                                                                         
Proceeds from sales of property, plant and equipment                 38       13
Compensations received for construction of pipelines             11 198   11 284
Interest received                                                 1 585    1 939
Total cash flow from investing activities                         2 045   -8 421
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Repayment of finance lease                                          -61        0
Dividends paid                                                  -16 801  -16 001
Income tax on dividends                                          -4 466   -4 253
Total cash flow from financing activities                       -21 328  -20 254
                                                                                
Change in cash and bank accounts                                  9 165    1 535
                                                                                
CASH AND EQUIVALENTS AT THE BEGINNING OF THE PERIOD              14 770   13 235
                                                                                
CASH AND EQUIVALENTS AT THE END OF THE PERIOD                    23 935   14 770




         Ian John Alexander Plenderleith
         Chairman of the Management Board
         +372 6262 201