Annual Report 2017 Enovos Luxembourg S.A.

46 47 Part I Our Mission 6 Part II Our Achievements 14 Part III Annual Accounts 22 Annual Report 2017 Enovos Luxembourg During the year, the Company completed a number of transactions on NPG Group: • On 24 th March 2017, the Company acquired the remaining 49.02% of NPG Energy NV for EUR 1 from the minority shareholder NPG Invest. In this context, the Company provided a shareholder loan of EUR 1,900,000 (of a total of EUR 2,801,655) to NPG Energy NV in order to finance the reimbursement of a shareholder loan of EUR 1,885,714 to NPG Invest CVBA. • In May 2017, an amount of EUR 1,096,588 shareholder loan has been converted in equity. • On 11 th September 2017, the Company sold 1 share of NPG Energy to Encevo S.A. for an amount of EUR 47, leading to an impairment reversal of EUR 5,200 under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. • In September 2017, the Company granted a loan of EUR 1,155,000 to NPG Agro BVBA, and of EUR 600,000 to NPG Groninger NV. • On 20 th December 2017, in the context of the restructuring of the affiliates of NPG Energy NV, the Company subscribed to an equity increase of EUR 8,700,002 in cash and of EUR 2,600,004 through a shareholder loan conversion in NPG Energy NV. As a consequence of the above mentioned transactions, the total capital increase in NPG Energy NV amounting to EUR 12,396,594 has been completely depreciated and posted under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. In addition, reversals of impairments of EUR 5,560,849 and EUR 127,500 recognized in 2016 on the shareholder loans provided respectively to NPG Energy NV and NPG Agro BVBA have been posted under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. Other transactions of the year: • In 2017, Twinerg S.A. reimbursed outstanding loans of EUR 1,040,190. As a consequence an impairment of EUR 913,990 has been reversed and posted under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. • In the context of the annual impairment testing process, the Board of Directors decided to partially depreciate its investments in Energiepark Trelder Berg GmbH by an amount of EUR 11,200,000 regarding its affiliates Biogas Oebisfelde GmbH and Biogas Ohretal GmbH under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. • On 13 th April 2017, the Company converted EUR 3,186,830 of its loan to Enovos Solar Investments II S.r.l. Unipersonale into equity. The previous impairment on the shareholder loan of EUR 1,022,301 has been reversed. The Board of Directors decided to recognize an additional value adjustment on shares of EUR 2,122,301 under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. • On 26 th April 2017, Learning Factory S.A. proceeded to a capital reduction of EUR 95,000. Subsequently Enovos Luxembourg S.A. subscribed to an equity increase of EUR 181,000 and acquired additional shares for EUR 75. The entity has been transferred from the caption “Participating interests” to the caption “Shares in affiliated undertakings” and completely depreciated under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. The entity will be liquidated in 2018. • On 25 th October 2017, the Company subscribed to an equity increase of EUR 650,000 of Windpark Mosberg GmbH & Co. KG. • The windfarms La Benâte Energies S.à r.l. and Ferme Eolienne de la Côte du Gibet S.à r.l. have been sold in January 2018 (see also note 23). Consequently, in December 2017, a reversal of impairment of EUR 1,700,000 was posted under the caption “Value adjustments in respect of financial assets and of investments held as current assets”. • In total, an amount of EUR 10,018,454 of loans was reimbursed by the affiliates other than the NPG group. The aforementioned loans bear interests computed at arm’s-length conditions. The Company owns the following affiliated undertakings and shareholdings (all above 20%, except Vialis S.A.): Company name Head- quaters Propor- tion of capital held Last year-end Share- holders' equity at year-end Of which profit for the year Net book value 31/12/2017 % € € € Enovos Deutschland SE Germany 88.98% 31/12/2017 133,957,112 12,962,676 101,869,245 LuxEnergie S.A. Luxembourg 60.35% 31/12/2017 43,755,991 6,011,326 5,213,935 Windpark Mosberg GmbH & Co. KG (*) Germany 100% 31/12/2017 230,606 (322,685) 1,185,234 Steinergy S.A. Luxembourg 50% 31/12/2017 513,443 128,601 50,000 Soler S.A. Luxembourg 50% 31/12/2017 34,136,028 1,644,919 8,782,500 Cegyco S.A. Luxembourg 50% 31/12/2017 5,020,876 613,864 954,390 Ceduco S.A. (*) Luxembourg 100% 31/12/2017 2,152 (1,802) 0 NordEnergie S.A. Luxembourg 33.33% 31/12/2017 1,605,073 420,111 100,000 Energieagence S.A. (*) Luxembourg 50% 31/12/2016 (**) 707,536 50,819 233,736 Energiepark Trelder Berg GmbH Germany 100% 31/12/2017 10,624,233 (9,770,702) 8,399,954 La Benâte Energies S.à r.l. (*) France 100% 31/12/2017 (337,965) 1,016 2,303,172 Enovos Solar Investments I S.r.l. Unipersonale (*) Italy 100% 31/12/2017 439,208 2,278 0 Enovos Solar Investments II S.r.l. Unipersonale (*) Italy 100% 31/12/2017 (1,845) (751,846) 1,064,529 Aveleos S.A. Luxembourg 59.02% 31/12/2015 (**) (1,941,730) (20,923,065) 0 Leo S.A. Luxembourg 100% 31/12/2017 123,273,244 4,746,948 149,940,712 Ferme Eolienne de la côte du Gibet S.à r.l. (*) France 100% 31/12/2017 (703,682) (288,808) 1,131,333 Biopower Tongeren NV (*) Belgium 3.50% 31/12/2017 597,166 (707,438) 0 Encasol S.A. (*) Luxembourg 50% 31/12/2016 775,617 120,714 320,000 Enovos Real Estate Luxembourg S.A. (*) Luxembourg 100% 31/12/2017 39,502,801 3,430,645 36,000,000 NPG Energy NV (*) Belgium 61.88% 31/12/2017 2,868,910 (15,872,366) 0 Real Estate Enovos Esch S.A. (*) Luxembourg 48.47% 31/12/2017 17,665,983 (382,730) 9,550,000 Learning Factory S.A. (*) Luxembourg 87.24% 31/12/2016 (**) 260,244 (111,256) 0 City Mov' S.à r.l. (*) Luxembourg 100% 31/12/2016 (**) 675,870 34,292 0 Active SmartHome S.A. Luxembourg 50% 31/12/2016 (**) 136,980 (148,807) 150,040 Enovos France, S.A.S. (*) France 100% 31/12/2017 79,654 (147,627) 70,000 (*) unaudited figures (**) last available figures The Board of Directors is of the opinion that no further value adjustements are necessary for these investments.