Enexis Holding N.V.

Governance roles

Reference: pages 86-88.

Enexis Holding N.V. has a two-tier board structure: an Executive Board (EB) and a Supervisory Board (SB). "As our shares are not listed, we are not required to adhere to the Corporate Governance Code. Nevertheless, we do so according to the principle of 'comply or explain'" (p.86). The EB "defines the strategy, ensures the preconditions for its implementation, and sets the operational and financial objectives" and "also ensures compliance with all relevant laws and regulations, risk management, and the company's financing" (p.86), reporting to the General Meeting of Shareholders annually. At year-end 2025 the EB comprised three men and one woman (target: at least 40% of each gender by 2030); on 1 June 2025 Marjanne van Ittersum succeeded Mariëlle Vogt as CFO (p.86).

The SB "has two permanent committees: the Audit Committee and the HR Committee" (p.87) and is responsible for "supervising the policies of the EB, providing solicited and unsolicited advice, and acting as the employer of the EB" (p.87). At year-end 2025 the SB comprised two men and three women, in line with its own 40%/40% gender target (p.87).

Information provided to and sustainability matters addressed

Reference: pages 88-89.

"As a collegial body, the entire EB is responsible for overseeing the process of managing material impacts, risks, and opportunities related to ESG issues. Among other things, the EB takes joint decisions on sustainability aspects of strategy, policy, and targets" (p.88). The double materiality analysis and the sustainability report are prepared by the External Reporting department and "submitted to the EB for review and approval"; the EB "discusses progress against the business plan on a quarterly basis," and "from the 2025 financial year onwards, sustainability topics are also included in this report" (p.88). The SB "monitors internal systems for risk management and control, and non-financial reporting," and is periodically informed of stakeholder views; in 2025 "sustainability topics were discussed on four occasions" (pp.88-89).

For the 2024 DMA, "both the EB and the SB were involved in this process and were periodically informed through written updates on progress, milestones, and decisions," with the EB "regularly briefed by the chair of the CSRD Steering Group, who has a direct reporting line to the CFO" (p.89).

Integration of sustainability-related performance in incentive schemes

Reference: page 96 (Remuneration report).

Enexis's Executive Board remuneration policy, adopted by the AGM in 2012, sets EB pay "in accordance with the WNT" (Dutch Standards for Remuneration Act), consisting of "a gross annual salary, pension provision, and other terms of employment." Critically: "the remuneration policy does not include a variable remuneration component" (p.96). Because there is no variable or incentive pay for the EB, there is no bonus or LTI plan into which sustainability-related performance conditions could be built, and the report identifies none. Pay is set at "the maximum level permitted by the WNT," a fixed monthly salary (p.96).

Statement on due diligence

Reference: page 124.

"Enexis recognises the importance of due diligence on environmental and human rights. Due diligence is embedded in our codes of conduct, policies, and operational processes. In 2024, we began mapping risks in several of our most significant value chains, in collaboration with sector partners and external experts. Based on this mapping, the most significant risks were identified and prioritised for each value chain, and appropriate mitigation measures were implemented" (p.124). Enexis applies "a socially responsible procurement policy with a strong focus on health and safety throughout the supply chain," requires suppliers to comply with its Supplier Code of Conduct (covering human rights, working conditions and environmental protection), maintains "an external complaints mechanism... for reporting concerns," and supports employees "through a code of conduct and e-learning programmes that help them recognise and report risks" (p.124). Topic-specific due diligence detail is cross-referenced to the DMA/stakeholder-dialogue sections and each material chapter.

Risk management and internal controls over sustainability reporting

Reference: pages 123-124.

Enexis identifies risk of "material misstatement due to human error or incomplete data" and "a greater risk regarding the accuracy and/or completeness of the information due to estimation results and reliance on available data in the upstream and/or downstream value chain," notably for Scope 1-3 GHG data (p.123). Controls are "primarily manual," built on the TOP Risk Analysis (TRA, formerly SRA) and Operational Risk Analysis (ORA), with risks entered into a strategic risk register and an Internal Control Framework (ICF) (p.123). "In 2024, sustainability information had not yet been explicitly incorporated into the TRA and ORAs. In 2025, we took important steps to structurally embed sustainability into our risk management processes" (p.123), including linking DMA-identified risks to TOP risks and discussing sustainability risk with directors during the TRA. Key controls are assessed twice yearly through Control Self-Assessments reported to the EB, and reporting manuals standardise definitions and calculation methods across departments (p.124). The consolidated sustainability statement received limited assurance from EY Accountants B.V.

Strategy, business model and value chain

Reference: pages 25-27, 32-34.

Enexis is a regional electricity and gas grid operator in the Netherlands. Its value creation model "uses our energy networks, people, and financial resources to drive social progress," with upstream parties including "national grid operators, energy producers, and suppliers" and downstream parties including "business customers and consumers connected to our grids" (pp.25-27). "A total of 8,065 employees contribute to these activities, 6,602 of whom are employed by Enexis" (p.34).

The 2022 strategy rests on three strategic objectives -- "Optimal choices for society," "Access to energy for all" and "Clarity and predictability for customers" -- delivered through four pillars: Future-proof energy system, Dynamic system management, Energy for all customers, and Build, build, build, underpinned by supporting objectives of safety, people, sustainability and financial soundness (pp.32-33). Alongside the business strategy, five ESG themes are tracked: "CO2 reduction, climate adaptation, circularity, creating an attractive workplace, and fair business practices" (p.34).

Interests and views of stakeholders

Reference: page 28.

"Enexis engages in regular dialogue with stakeholders who are affected by, or can influence, its activities... We distinguish between 10 stakeholder groups" (p.28), covering the interaction methods used with each in 2025. "When developing our strategy, we discussed social developments and our contribution to them with stakeholders. Together, we identified key topics and areas where Enexis can have an impact. The most important of these were: a reliable and accessible energy network; a safe energy network; a sustainable energy supply; an affordable energy supply; and customer-oriented services" (p.28). Topic-specific stakeholder engagement (own workforce, value chain workers, affected communities, consumers) is described in the S1-S4 chapters.

Material impacts, risks and opportunities and their interaction with strategy and business model

Reference: pages 121-122.

Following its 2024 DMA (validated, unchanged, in 2025), Enexis reports material impacts, risks and opportunities under E1 (Climate change), E5 (Resource use and circular economy), S1 (Own workforce), S2 (Workers in the value chain), S3 (Affected communities), S4 (Consumers and end-users) and G1 (Business conduct); E2, E3 and E4 do not appear in the sustainability statement and are treated as not material. "In addition to the material topics directly linked to the ESRS, Enexis has identified several entity-specific topics," including information security within the G1 chapter (p.121). Material IROs per topic are set out in a table at the start of each topical chapter and "are further explained, including their financial implications" (p.121). The resilience of the strategy and business model is addressed separately: "the resilience of our strategy and business model is underpinned by our essential role in the energy system and by the regulated market structure," and Enexis "has not carried out a quantitative analysis of the resilience of its strategy and business model" (p.35).

Description of the process to identify and assess material impacts, risks and opportunities

Reference: pages 119-122.

Enexis performed its first double materiality analysis (DMA) in 2024 and "has chosen to perform a comprehensive DMA every two years, with a validation of the identified IROs in the intervening year"; for FY2025 it "carried out a validation of the 2024 DMA," which "confirmed that the 2024 DMA remains fully applicable for 2025, with no additions to or changes in the material sustainability topics" (p.120), covering peer benchmarking, a trigger analysis, and validation by the CSRD Steering Group and EB. The 2024 methodology built a long list of topics from ESRS 1 AR16, narrowed it, analysed IROs using internal/external documentation (including a climate risk analysis, a circularity study, an OECD-based value-chain risk scan, and the TNFD electric-utilities sector guide), ran expert work sessions, and validated a shortlist with the EB and SB (p.121). Materiality is scored on a 5-point scale for negative impacts (threshold >=8) and a 3-point scale for financial materiality (threshold >=1.5) (p.121). One IRO wording (G1, political influence and lobbying) was refined during the 2025 validation (p.123).

Disclosure requirements in ESRS covered by the undertaking's sustainability statement

Reference: pages 125, 195-200 (Reference table).

"For each disclosure requirement, consideration has been given to the information relevant to the topic and the related material impacts, risks, or opportunities" (p.125). Enexis publishes a "Reference table" (pp.195-200) listing, disclosure-by-disclosure, "the following reporting requirements [that] have been considered in preparing the sustainability statement," with explanatory notes flagging items assessed as "Not material under DMA" (E1-7, E1-8) or deferred under "the Phased-in growth option... in accordance with the Quick Fix Regulation" (E1-9, and within S1: social protection and persons with disabilities). "The minimum reporting requirements (MDR) for policies (MDR-P), actions and resources (MDR-A), metrics (MDR-M), and targets (MDR-T) are detailed for the material sustainability topics in the relevant chapters... and specifically mentioned in the 'Reference table'" (p.125). For 2025, Enexis states it "has decided to use several deferral options under the Quick Fix," covering "the postponement of the 'intended financial impact' reporting requirements, as well as the deferral option available for certain disclosure requirements under ESRS S1," while explicitly not using deferral options for S2, S3 or S4 (p.119).

Transition plan for climate change mitigation

Reference: pages 129-133.

"In March 2025, we presented our climate mitigation transition plan, which was approved by the Executive Board... This Annual Report is the first to report on progress against our climate mitigation transition plan" (p.129). "Our strategic plan serves as the foundation for our ESG strategy and the transition plan for climate change mitigation. The measures included in the transition plan are part of the ESG strategy. Financial planning for the measures is included in the business plan and investment plan" (p.129). "The organization is not excluded from EU Paris-Aligned Benchmarks" (p.196, reference table).

The plan targets a 25% reduction in Scope 1 and 2 GHG emissions by 2030 versus a 2024 baseline, on a linear pathway to 2050, via four named decarbonisation levers -- gas-leak detection, replacement of fragile pipes, electrification, and SF6-free switchgear from 1 January 2026 -- each quantified against CapEx/OpEx 2025-2030 (e.g. gas-leak measures: CapEx EUR258m, OpEx EUR18m) (p.133). "Our achieved greenhouse gas emission reduction... shows that we are on track... The measures planned for 2025 have been carried out as intended" (p.133); realised CO2-eq reduction Scope 1&2 was 9.8% against a >=9% target (p.135). A Scope 3 target is expected H1 2026; no 2050 target is set given "significant uncertainty regarding a gas-free energy system in 2050" (p.135).

Identification of climate-related risks and scenario analysis

Back-filled from ESRS 2 IRO-1, where this content is disclosed within the FY2025 report's E1 "Climate risk analysis" (pages 130-131). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

Enexis identified physical risk ("flooding/extreme rainfall can cause damage to (above-ground) assets") and transition risk ("reducing GHG emissions requires investment in measures that put pressure on... the 'affordable energy grid' target") (p.130). "In 2025, we conducted a climate scenario analysis with expert input... We used the Intergovernmental Panel on Climate Change scenarios, also known as Representative Concentration Pathways. We based our analysis on two updated scenarios: a global temperature increase of 1.7°C (optimistic) and 4.0°C (pessimistic) by 2100. To determine the impact on our service area, we follow the KNMI scenarios" (p.130). The analysis "considered both the chronic and acute effects of heat, drought, and flooding," covers own operations and upstream/downstream value chains, and extends through 2050 for the 2026 investment plan (pp.130-131). Short-to-medium term, Enexis "do[es] not expect an increase in climate-related physical risk" (p.130); the report names the 1.7°C/4.0°C temperature projections but not a specific named scenario family (e.g. SSP/RCP code) beyond "IPCC... RCP" and KNMI.

Resilience in relation to climate change

Back-filled from ESRS 2 SBM-3, where this content is disclosed in the FY2025 report (page 35). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

"The resilience of our strategy and business model is underpinned by our essential role in the energy system and by the regulated market structure in which we operate. By law, Enexis shares must be held by public authorities, and Enexis has a monopoly within its designated service area. The Authority for Consumers and Markets (ACM) supervises Enexis and annually sets the maximum tariffs that may be charged to customers" (p.35). "Even in the event of lower-than-expected supply or demand, Enexis is able to continue its operations and generate income from its existing assets. These assets are critical to the infrastructure in the Netherlands and cannot easily be provided by other parties" (p.35). Enexis states plainly: "At present, Enexis has not carried out a quantitative analysis of the resilience of its strategy and business model" (p.35). Climate-specific adaptation resilience is separately addressed under E1's climate-adaptation policy (p.136): infrastructure is designed to withstand flooding, with historically "the probability of a (minor) flood in our service area... less than once in 10 years."

Policies related to climate change mitigation and adaptation

Reference: pages 131-132, 136.

Mitigation policy covers five named areas (p.131-132): electricity grid-loss policy (offsetting via green electricity purchase, rising to 55% Dutch-sourced by 2030); gas leak-loss policy (more frequent leak checks from 2025, replacement of asbestos/grey cast-iron pipes); mobility policy ("since November 2025, employees have only been able to lease 100% electric cars"); electric grid-expansion policy; and SF6 policy ("we only intend to install new SF6-free switchgear from 1 January 2026").

Adaptation policy (p.136) covers flood protection for substations: "High-voltage substations (HVS) at risk of flooding are built in partnership with TenneT on elevated sites, behind our own dykes, and/or equipped with manually installable barriers"; medium/low-voltage substations "are resistant to fresh water; they remain operational even when submerged," with saltwater flooding triggering precautionary shutdowns. The policy "applies both to our own operations and to (part of) the value chain."

Actions and resources in relation to climate change policies

Reference: pages 133-137.

Mitigation actions (p.133-134): more frequent gas-leak inspections since 1 January 2025 (whole network re-inspected every three years) -- "in 2025, we achieved the Gold Standard for methane emission reduction for the fifth consecutive year"; 100%-electric-only car leasing since November 2025 plus a 55-vehicle electric company-bus pilot; green electricity purchase for lease/service vehicles from 2025; and no acceleration of SF6 replacement ("the CO2 impact is minimal, the costs are high"). None of the measures involve nature-based solutions or require new technologies; financing is "partly with equity but mainly through external financing" (p.133).

Adaptation actions (p.136): "no additional policy measures are required... The likelihood of flooding in our service area is low," managed through the Risk and Opportunity Based Asset Management system, with an annual climate risk analysis feeding "updated policies, design criteria, or investment frameworks" within 12 months of significant new insight.

Energy-efficiency/renewable actions (p.137): Location Policy 2030 (all larger buildings to energy label A by 2030 -- 18 of 20 already achieved); biomethane network investment; feasibility studies on hydrogen distribution.

Targets related to climate change mitigation and adaptation

Reference: pages 135-137.

Mitigation target: "Our greenhouse gas emissions will be 25% lower in 2030 than in the 2024 base year... based on a linear reduction pathway towards zero greenhouse gas emissions by 2050," carbon-neutrality via 100% green electricity purchase (55% Dutch-sourced by 2030) plus credible CO2-eq-reduction projects for residual emissions (p.135). "We began the process of setting a 2030 target for scope 3 emissions... in 2025, but we have not completed it yet. We expect to set a target for scope 3 in the first half of 2026" (p.135). Tracked KPI: CO2-eq reduction Scope 1&2, 2025 realisation 9.8% against a >=9% target, 2026 target >=13% (p.135).

Adaptation target: Annual Outage Time (AOT) <=23 minutes for 2025 (realised 18.8 minutes), 2026 target <=25 minutes (p.136).

Energy target: from 2026, biomethane feed-in (2025 realisation: 139 Mm3, 2026 target >=170 Mm3) and heat-network connection growth KPIs (p.137).

Energy consumption and mix

Reference: pages 138-139.

Total energy consumption in 2025 was 1,322,646 MWh (2024: 1,295,066 MWh), of which 38,684 MWh from fossil sources (3% of total; 2024: 45,650 MWh, 4%) and 1,283,962 MWh from renewable sources (97%; 2024: 1,249,416 MWh, 96%) (p.138). Fossil consumption breaks down as fuel from petroleum products (33,325 MWh), natural gas (5,089 MWh), and purchased fossil electricity/heat (270 MWh); renewable consumption is dominated by purchased renewable electricity/heat (1,275,710 MWh) plus renewable-source fuel (7,386 MWh) (p.138). "In 2024, the biogas used in our buildings was inaccurately labelled 'renewable'. This has now been corrected to 'fossil'... The impact of this adjustment is 1,551 MWh" (p.139).

Energy intensity: 447 MWh per EUR million net revenue in 2025 (2024: 499), the decrease "caused by the fact that net revenue increased more (14%) than our energy consumption (2%)" (p.139). Enexis operates in a sector with significant climate impact under NACE codes D35.1, D35.2 and F42.2 (p.139).

Gross Scopes 1, 2, 3 and Total GHG emissions

Reference: pages 140-141, 145.

Gross Scope 1 GHG emissions were 103,808 tCO2eq in 2025 (2024: 113,635; -9%), dominated by gas grid leakages (93,995 tCO2eq, 91% of Scope 1). Gross location-based Scope 2 was 280,672 tCO2eq (2024: 336,967; -17%); gross market-based Scope 2 was ~0 tCO2eq (2024: 1,427), reflecting Guarantee-of-Origin purchases (p.140). Total gross Scope 3 was 701,165 tCO2eq (2024: 549,039; +28%), led by Category 2 Capital goods (490,662 tCO2eq) and Category 1 Purchased goods and services (112,273 tCO2eq) (p.141). Total GHG emissions (location-based) were 1,085,645 tCO2eq (2024: 999,641, restated; +9%); total (market-based) were 804,973 tCO2eq (2024: 664,100; +21%) (p.141). GHG intensity (market-based, total) was 272 tCO2eq/EUR million net revenue (2024: 256) (p.145). Calculation follows the GHG Protocol Corporate Standard; ~30% of Scope 3 is spend-based, 70% uses supplier-specific or component-specific data (p.142).

Policies related to resource use and circular economy

Reference: pages 152-153.

"To enable the energy transition, we are significantly expanding our grid, which requires a large number of components and, consequently, substantial raw materials. As a result, reducing overall material demand is not feasible. Instead, we focus on using components that require fewer new raw materials," applying the 10-step R-ladder (Refuse through Recover) and "committed to reducing the use of primary raw materials and increasing the use of recycled or bio-based materials" in procurement decisions (p.153). Direct upstream suppliers are primarily European, with some in Turkey, the US and Canada (p.153).

Outflow (reuse) policy: "we use valuable materials in our operations and take measures to reuse them for as long as possible... After thorough testing and refurbishment, materials from decommissioned products are redeployed" (p.156). Outflow (waste) policy: "our objective is to achieve the highest possible position on the R-ladder for each outgoing resource stream, thereby preventing waste wherever possible," and to "process [products] to the highest possible standard," recycling where reuse is not feasible and minimising landfill (pp.156-157).

Actions and resources related to resource use and circular economy

Reference: pages 153, 156-157.

Inflow actions (p.153): sustainability weighted at 18% (13% circularity-specific) in the distribution-transformer tender; removal of the cable inner sheath following an industry standards decision (refuse); contracts concluded in 2025 for cables with higher recycled/bio-attributed plastic and metal content; joint raw-materials-passport development with Stedin and Alliander, certified with Kiwa (three cable suppliers, two transformer suppliers certified by 2025); participation in the Groene Netten sector coalition.

Reuse actions (p.156): opening of an enhanced reuse facility in 2025; relocation of reuse activities to a new site in Best, with the Reuse team growing by seven FTE.

Waste actions (pp.156-157): permanent implementation (2025) of reel covers to prevent cable discolouration/cracks, estimated to "prevent at least 50 tonnes of cable waste in 2025"; launch of the "Reuse Unless" project prioritising previously used components; 107 waste streams mapped to improve separation rate; a waste coach deployed at sites.

Targets related to resource use and circular economy

Reference: pages 154, 156-157.

Inflow target: 50% reduction by 2030 (vs. 2014 baseline) in kg of primary material per unit of product across four key components. 2025 realisation vs. 2014 baseline: transformer -16.6% (target -50%), LV-cable +4.3%, MV-cable -2.1%, gas pipe +80.4% (p.154). Enexis states it is "currently behind schedule" on this target overall (p.118) and plans to "deepen/revise" the KPI in 2026 (p.154).

Reuse target: "Until 2025, there was a KPI, but no formal target. This will be introduced for the first time in 2026" (p.156).

Waste target: "It is our ambition to reduce the total amount of residual waste within our organisation to less than 5% and to increase our waste separation rate to at least 85%," with 107 waste streams mapped to support this (p.157).

Resource inflows

Reference: pages 153, 155.

Main raw-material groups by component: LV/MV cables (copper, rubber, PVC, aluminium, PE/XLPE), gas pipes (PE, copper, PVC), and distribution transformers (steel, oil, transformer steel), including EU Critical Raw Materials such as aluminium, copper, silicon and tin (p.153). "In 2025, we purchased a total of 32,454,489 kg of material" (2024: 24,662,371 kg), an increase "explained by the growth in our investment programme... In addition, the components themselves are becoming larger and heavier" (p.155).

By material type (2025 kg, % primary/secondary): aluminium 12,083,130 kg (97.1%/2.9%), PE 4,867,797 kg (98.7%/1.3%), PVC 4,168,518 kg (97.1%/2.9%), copper 4,374,031 kg (84.4%/15.6%), XLPE 1,841,692 kg (99.2%/0.8%), transformer steel 2,160,535 kg (83.4%/16.6%), steel 648,805 kg (69.8%/30.2%), rubber 1,579,822 kg (100%/0%), oil 730,159 kg (100%/0%) (p.155).

Resource outflows

Reference: page 156.

Reuse: Enexis measures reuse impact via "avoided purchase value... the difference between the cost of purchasing a new component or part and the cost of making an existing product reusable." In 2025 "the avoided purchase value increased by more than EUR2 million, rising from EUR15.4 million in 2024 to EUR17.5 million. We were able to repair more components, which allowed us to avoid additional procurement" (p.156). Reuse operations were expanded in 2025 to include gas stations, and a new dedicated site opened in Best to support scaling (p.156). Component and materials outflows from decommissioning are redeployed after "thorough testing and refurbishment... we refer to this as reuse" (p.156). Waste-specific outflow metrics are reported separately (see Waste).

Waste

Reference: pages 157-158.

"In 2025, total waste amounted to 34,553,058 kg. This waste was delivered to the waste processor across 107 waste streams, of which 93% could be recycled" (p.157). By category (2025 kg): waste diverted for recovery totalled 22,133,085 kg regular + 12,798,828 kg hazardous, of which recycling accounted for 19,619,744 kg regular + 12,529,133 kg hazardous; total non-recycled waste was 2,134,486 kg regular + 269,695 kg hazardous, including 226,765 kg to landfill (regular) (p.158). "Total waste volumes increased significantly in 2025 compared to 2024... we saw particularly strong growth in soil, rubble, stone, and concrete, as well as cable waste. Residual waste also increased, by 56.2%" (p.158). Waste streams specific to Enexis include cables (copper, aluminium, PVC, rubber, PE), gas pipes (PE, copper, PVC, steel) and transformers (steel, oil, copper, transformer steel); "we occasionally dispose of radioactive waste, for example when decommissioning power transformers and medium-voltage installations" (p.158).

Policies related to own workforce

Reference: pages 160-164.

Health and safety policy: "Our health and safety policy aims to provide the safest and healthiest work environment possible," applying "to all activities and employees of Enexis Groep, as well as contractors, subcontractors, and visitors to Enexis sites," aligned to Netbeheer Nederland's BEI/VIAG standards, the GVE code, NTA 8120 and ISO 55001; Enexis holds "Safety Culture Ladder Level 4 certification" and complies with VCA** (p.160).

Training and development policy: "continuous learning" is a core value; Enexis "invest[s] in our people's sustainable employability and personal development," applying "to all Enexis employees" (p.162).

Diversity and non-discrimination policy: "Our policy focuses on preventing discrimination and harassment and promoting equal opportunities, diversity, and inclusiveness," adopted by the EB in October 2022 under the banner "An Enexis for everyone," with five target groups: age, gender, cultural diversity, employability and LGBTIQ+ (p.163).

Processes for engaging with own workforce and workers' representatives about impacts

Reference: pages 160, 162-163, 106.

Health and safety: consultation runs through "the VGWM (Safety, Health, Welfare, and Environment) Committee and safety councils at our sites and departments," meeting every six weeks, plus regular consultation with the works councils; non-managerial employees "must be consulted on many activities, from health and safety policies and targets to incident investigations, audit programmes" (p.160).

Training: "Each year, every employee has one or more Energy Dialogues with their manager," covering training needs, objectives and well-being, recorded in the HR system (p.162).

Diversity: the quarterly Enexis Employee Survey (EES) measures e-NPS, cooperation and engagement; results are discussed by the EB, Works Council, management and HR business partners (p.163).

Structural employee participation runs through a Central Works Council (11 members) and three underlying Works Councils, which in 2025 advised on two departmental reorganisations and discussed the 2027-2032 strategy with the EB and SB (p.106).

Processes to remediate negative impacts and channels for own workforce to raise concerns

Reference: page 161.

"If an employee experiences health-related harm as a result of their work, a range of support measures is available. Employees can report concerns or suggestions for improvement via the Safety Compass. They can also voice their concerns or grievances to the employee participation body or confidential advisers. If a complaint is not satisfactorily resolved, employees may submit an objection under the company's scheme or file a claim through our insurance arrangements. All available procedures are accessible on our intranet" (p.161). Enexis "periodically assess[es] employee confidence in our health and safety policies and processes through the Enexis Employee Survey," and "employees who raise concerns are protected by company regulations" (p.161).

Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

Reference: pages 160-165.

Health and safety actions: workplace visits, team meetings, workshops, incident-learning, the annual HSE Award, and voltage-free/gas-free working to reduce risk; safety policy is VCA and ISO 45001 certified (p.160).

Training actions: "Enexis Learning" digital platform, the external Archipel platform, job-related training reimbursement, a EUR500/year (up to EUR1,500 over three years) Sustainable Employability Budget, and a 2025 leadership programme for the top 100 managers (p.162).

Diversity actions: the Code of Conduct's discrimination provisions, the Sexual Harassment Complaints Procedure, pay-transparency preparatory steps, the Energy Skills programme for status holders (four participants in 2025, run with Alliander, TenneT and the Refugee Talent Hub), and the Objective Recruitment and Selection training, delivered five times in 2025 (pp.163-164). "Attracting Talent is included in the section Technical Staff under Recruiting and Retaining Colleagues" (reference table, p.197).

Targets related to own workforce

Reference: pages 161-165.

Health and safety: LTIF (employees) target consistently below 1; 2025 realisation was 2.4 (2024: 1.1), against a <1 target, "mainly due to an increase in incidents involving minor injuries" (p.161). TRIFR reported for the first time in 2025 at 3.9, with a 2026 target of <3.16 (p.161).

Training: e-NPS target of +30 for 2025 (realised +29, 2024: +32), rising to +35 for 2026 (p.163).

Diversity: female share on the Executive Board target 40% by 2030 (2025: 25%); leadership positions filled by women target >=30% for 2025 (2025 realised: 30%, 2026 target >=32%); no target set for female share in senior management, only the ESRS-prescribed metric is tracked (p.165).

Characteristics of the undertaking's employees

Reference: pages 165-167.

Total employees: 6,602 at year-end 2025 (2024: 5,981), of which 5,078 male and 1,524 female (2024: 4,635/1,346) (p.166). By country: Netherlands 6,477, Belgium 91, Germany 34 (p.166). By contract type: permanent 5,717, temporary 885; full-time 5,295, part-time 1,307; no non-guaranteed-hours employees (p.166). Employee turnover was 6% in 2025 (2024: 7%), with 394 employees leaving (2024: 417) against an average headcount of 6,319 (p.168). Age distribution: under 30 years 14%, 30-50 years 52%, over 50 years 34% (p.168).

Characteristics of non-employees in the undertaking's own workforce

Reference: page 166.

Non-employee own-workforce headcount, year-end 2025: contractors 1,463 (2024: 1,605); temporary workers 72 (2024: 69); consultants 792 (2024: 806); on-call specialists 390 (2024: 477); fixed-price workers 209 (2024: 253) (p.166). By gender for 2025: contractors 1,141 male / 317 female / 5 not reported; consultants 618 male / 172 female / 2 not reported; on-call specialists 329 male / 58 female / 3 not reported (p.166).

Collective bargaining coverage and social dialogue

Reference: pages 97, 106, 168.

"The Collective Bargaining Agreement for Energy Network Companies (CBA NWb) and the Enexis Company CBA apply to all employees as defined in the CBA. This remuneration framework ensures consistent employment conditions across the organisation" (p.168). "As a starting point, members of the EB are not covered by the collective bargaining agreement (CBA) for grid operators and the Enexis Company CBA... However, the relevant terms and conditions of employment arising from these CBAs apply to the extent they are compatible with the WNT" (p.97) -- i.e., coverage is effectively organisation-wide, with only the four EB members formally outside the CBA.

Social dialogue runs through the Central Works Council (11 members) and three underlying Works Councils (Operations, Transition, Staff), which in 2025 "advised on two important reorganisations" and "discussed the strategic explorations for Enexis' 2027-2032 strategy" with the EB and SB in two formal Article 24 meetings (p.106).

Diversity metrics

Reference: page 165.

Senior management (N-1 level) gender split, year-end 2025: 14 male (61%), 9 female (39%), 0 other/not reported, of 23 total (2024: 13 male/54%, 11 female/46%, of 24 total) (p.165). Targeted cultural-diversity metric: "at present, however, we do not have the tools to measure this target directly... In 2025, we therefore requested origin classification data from the CBS Cultural Diversity Barometer. The figures received relate to 2024... By 2024, this share had increased to 12%," up from 11% (4% Europe, 7% outside Europe) in 2022 (p.165). Executive Board and Supervisory Board gender diversity is reported under GOV-1: EB 25% female (target 40% by 2030), SB 60% female (p.86-87).

Training and skills development metrics

Reference: page 163.

Average training hours per employee, 2025: male 33 hours (2024: 20), female 14 hours (2024: 9) (p.163). "In 2025, the average number of training hours increased for both men and women compared to 2024. This was partly due to more training courses (41% increase) and partly to an increase in the study load per course. The difference between the average number of training hours for men and women is mainly explained by the job and training mix; men are relatively more often employed in technically oriented roles that require more mandatory safety and certification training" (p.163).

Health and safety metrics

Reference: pages 161-162.

"All employees (100%) are therefore covered by the safety management system" (p.161). LTIF (employees): 2.4 in 2025 (2024: 1.1; 2023: 0.6; 2022: 1.9; 2021: 1.2), against a target consistently below 1; accidents resulting in absence: 28 in 2025 (2024: 12); no fatal accidents (p.161). TRIFR, reported for the first time in 2025: 3.9 (2024, retrospective: 2.9), from 46 recorded accidents (2024: 32) (p.162). "In 2025, five cases of occupational illness or related absenteeism were reported. The total number of absenteeism days related to work-related accidents was 697" (p.162).

Remuneration metrics (pay gap and total remuneration)

Reference: page 168.

"In 2025, the pay gap was 0.2%, in favour of men... women account for 23% of our workforce and men for 77%" (p.168); the gap narrowed from 0.6% in 2024. "With such a limited difference, we have effectively achieved our objective of equal pay. At the same time, we remain committed to further reducing this gap and to embedding gender equality in remuneration on a lasting basis" (p.168). The ratio between the highest-paid individual's annual pay and the median annual pay was 3.1 in 2025 (2024: 3.2) (p.168). Pay equality analysis uses "objective pay structures" with a reference date of 1 July 2025 (p.168).

Incidents, complaints and severe human rights impacts

Reference: page 169.

Reported discrimination incidents (including harassment): 5 in 2025 (2024: 2); other incidents (incl. intimidation): 53 (2024: 47); formal complaints: 0 (2024: 4); fines/penalties/compensation paid: EUR0 (2024: EUR0) (p.169). "In 2025, there were no established cases of forced labour, human trafficking or child labour, nor any related fines or sanctions (2024: same)" (p.169). "Reporting an experience of discrimination to a confidential advisor does not automatically mean that discrimination has been legally established" (p.169).

Policies related to value chain workers

Reference: pages 170, 188.

"Our procurement policy addresses the health and safety of workers in the supply chain. Our socially responsible procurement (SRP) policy and the Supplier Code of Conduct are part of our procurement policy," monitoring health and safety and, in European tenders, applying specific health and safety requirements or award criteria; responsibility rests with the Director of Procurement (p.170). "The Supplier Code of Conduct is incorporated into our general purchasing conditions... In 2025, we strengthened the Supplier Code of Conduct further. It now explicitly prohibits child labour, human trafficking, and forced labour, and includes additional provisions addressing environmental aspects" (p.170). Both the SRP policy and the Code "align with the UN Guiding Principles on Business and Human Rights, the ILO Declaration, and the OECD Guidelines for Multinational Enterprises" (p.170).

Processes for engaging with value chain workers about impacts

Reference: page 170.

"We recognise the importance of consulting with workers in our value chain about the impact of our operations, but we do not currently have direct contact in this regard." Interaction instead occurs through tendering processes; drafting/renewing contracts (every 4-8 years on average); "regular structural consultations (ongoing)... [that] may also address safety and working conditions"; periodic compliance/safety reviews; and ad hoc communication after safety incidents (p.170). "We do not yet have an overall formalised process for consulting with workers in the value chain and gaining specific insights into vulnerable workers. As part of the CSDDD, we aim to develop a method to assess and improve the effectiveness of interactions" (p.170).

Processes to remediate negative impacts and channels for value chain workers to raise concerns

Reference: page 171.

"Our HSEQ department is informed about incidents and accidents involving employees of contractors and is involved in their resolution. Joint investigations are sometimes carried out" (p.171). "In 2025, we launched the Misconduct Complaints Desk (klachtenindeketen@enexis.nl), which allows suppliers and their employees to report concerns about potential violations of human, labour, and/or environmental rights. No complaints were received through this channel in 2025" (p.171). "We do not have specific remediation processes for employees of grid component suppliers beyond regular structural discussions. This is expected to change with the introduction and further implementation of the CSDDD" (p.171). A whistleblowing policy applies, and "the Dutch Whistleblower Protection Act... applies in the Netherlands" (p.171).

Taking action on material impacts on value chain workers

Reference: pages 170-172.

"This study found that the extraction of raw materials such as copper and aluminium carries a risk of negative impacts on workers, including human rights violations (including child, forced, and bonded labour). We continue to monitor the potential effects and dependencies as part of our risk management and (sustainability) strategy" (p.170). For contractors: safety-certification checks before hiring, with automatic expiry alerts; a minimum requirement of "at least level 3 on the NEN Safety Culture Ladder"; promotion of voltage-free/gas-free working; and a maintenance/replacement policy to reduce hazards for contractor workers (p.171). Enexis "achieved level 4 on the safety ladder" at end-2024, maintained in 2025 (p.171). "For employees of component suppliers, there are currently no measures in place to prevent adverse impacts other than general health and safety requirements" (p.171).

Targets related to value chain workers

Reference: page 171.

Contractor LTIF target: "Enexis aims for an LTIF consistently below two for contractors," i.e. under two absence-causing accidents per million hours worked (p.171). "We set this target independently, without consulting contractors" (p.171). 2025 realisation was 2.7 (2024: 2.2; 2023: 1.7; 2022: 3.0; 2021: 1.2) against this <2 target: "In 2025, we did not meet this target, and the LTIF for contractors increased compared to 2024. This was mainly due to a rise in incidents involving minor injuries, such as falls and caught-in injuries" (p.171).

Policies related to affected communities

Reference: pages 173-174.

"Safety is our top priority when carrying out our work. We take standard precautions to ensure the safety of bystanders. These are part of our operational policy" (p.173). During the operational phase, work is separated from public areas via "the proper use of barriers, the safe covering of work sites and potholes on the road, and the installation of signage" (p.173). During the management phase, Enexis takes "further measures to prevent the public from coming into direct contact with electricity and gas transmission risks. These include physical security measures, such as locks, fences and enclosures, and maintaining a minimum burial depth or covering cables and pipes" (p.174). "The policy covers all identified affected communities" (p.174), split between HSE/Operations (operational phase) and Asset Management (management phase) responsibility.

Processes for engaging with affected communities about impacts

Reference: page 174.

"We recognise the importance of consulting with residents and bystanders near our assets. Still, we do not maintain regular contact with these stakeholders about actual and potential impacts or the measures to mitigate them" (p.174). Enexis does "communicate with nearby households before and during planned work" to inform them of upcoming activity, with residents able to contact customer service or the project's community engagement manager "for complaints, disruptions, or incidents" via the letter sent ahead of works (p.174).

Processes to remediate negative impacts and channels for affected communities to raise concerns

Reference: page 175.

"If a bystander suffers damage or injury due to our activities, they can submit a claim through our customer service department. In the case of personal injury and extensive and/or complex material damage, Enexis' liability and the amount of possible compensation will be determined together with a claims expert. Our Complaints & Claims department maintains contact with the affected person and coordinates further processing" (p.175). In 2025 Enexis "launched a campaign... to raise awareness among our technicians" on appropriate incident response, including first aid and informing bystanders how to report injury or damage, plus a toolkit for customer communication in incident and non-incident situations (p.175).

Taking action on material impacts on affected communities

Reference: pages 174-175.

Public-safety incidents are tracked via the Public Safety Gas and Public Safety Electricity KPIs, drawn from an incident register covering incidents "originating from our own assets or grid that affect the public"; gas incidents are additionally reported nationally to the regulator SodM under an agreed process (p.174). "Since 2018, there have been no incidents with a severe or very severe impact. There were two incidents in 2025 with a moderate or considerable impact" (one gas, one electricity; 2024: one electricity) (p.174). "Enexis monitors incidents and any trends that emerge from them. When incidents or significant near-incidents occur, we evaluate whether an adjustment to the safety policy is necessary... In 2025, there was no reason to amend either the measures or the associated policy" (p.175).

Targets related to affected communities

Reference: page 174.

"We are committed to achieving zero accidents. However, accidents cannot always be prevented, and therefore we apply a target value for certain categories. First and foremost, for fatal accidents or accidents with very severe consequences, this target value is zero. For accidents with a severe impact, our target value is a maximum of two. For incidents with a moderate or considerable impact, our target value is a maximum of four" (p.174). "These are annual targets and therefore have no base year or baseline... The targets apply separately to gas and electricity (not the sum of both)" (p.174). 2025 realisation against these thresholds: 0 very-severe, 0 severe, 2 moderate-or-considerable (1 gas, 1 electricity) (p.174).

Policies related to consumers and end-users

Reference: pages 177-178, 185.

Access to the grid: "Enexis applies its policy on waiting lists, the prioritisation of customers on those waiting lists, and grid expansions. This policy aligns with the legal framework and the guidelines of the ACM" (p.178); Enexis is "legally obliged to ensure grid reliability" and "obliged to provide a connection to anyone who requests one within the time limits set by" the ACM (p.177).

Reliability policy: "Enexis implements a robust maintenance and replacement policy," maintaining replacement-equipment stock and a strategic contingency stock, with tightened rules "when LV grids are overloaded by feed-in from generators" (p.183).

Affordability policy: "In everything we do, we are mindful of the need to spend our money wisely. This is part of our public duty and helps to keep energy affordable for everyone" (p.185), operating within ACM-regulated maximum tariffs.

Processes for engaging with consumers and end-users about impacts

Reference: pages 179, 182.

Enexis communicates via "campaigns, media reports, and our website," a monthly congestion newsletter for high-volume customers, and quarterly newsletters for subscribed business customers; in 2025 it "also held special customer days, enabling high-volume consumers to ask questions and talk with our specialists" (p.179). "We measure the effectiveness of our communications and any solutions provided through various customer surveys," including structural customer-satisfaction surveys covering Customer Service and Production processes, and website/portal surveys (p.182). A "customer transparency score" tool, still being rolled out, will give "first insights... in 2026" (p.179).

Processes to remediate negative impacts and channels for consumers and end-users to raise concerns

Reference: page 182.

"Customers with questions, complaints, or concerns can contact our customer service team. This can be done through several channels: telephone, email, mail, chat, or social media. Some of our high-volume customers with a connection can also contact the relationship manager. However, these customers should also contact our customer service department for formal complaints or claims" (p.182). "The customer satisfaction survey also assesses whether customers trust our complaints mechanism to effectively communicate their concerns or needs and find solutions. We do not evaluate the extent to which our customers are aware of our complaint procedures" (p.182).

Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions

Reference: pages 178-186.

Access to the grid: EUR4 billion+ planned electricity-grid investment 2025-2028, plus ~EUR2.5 billion over 10 years for HV/MV substations; congestion management contracts with flexible capacity; new products (block electricity, group transmission agreements); use of reserve/"escape lane" capacity (pp.178-181). "In 2025, we added 1,260 MVA of grid capacity" and realised 542 MW via Flexible Utilization of the Grid (p.180-181).

Reliability: grid maintenance/replacement programmes, with EUR1,906 million total 2025 investment ("This confirms that our action plans are on track. (ESRS 2 MDR-A 68e)") (p.183).

Affordability: cost-control via the CCR KPI, with "controllable costs came to EUR849 million, which is EUR22 million below our target" (p.185-186).

Targets related to consumers and end-users

Reference: pages 179-186.

Access: satisfaction with execution date (low-volume) target >=65%, 2025 realised 72%; connection lead times (high-volume) target 65%, realised 65%; technical realised grid capacity target >=1,200 MVA, realised 1,260 MVA; FUN capacity target >=500 MW, realised 542 MW (pp.179-181).

Reliability: Annual Outage Time target <=23 minutes, realised 18.8 minutes (p.184).

Affordability: Controllable Costs and Revenue (CCR) target <=EUR871 million, realised EUR849 million (p.186). "No baseline or base year applies" to the CCR target, which is set annually (p.186).

Business conduct policies and corporate culture

Reference: pages 187-188.

"Our policy for business conduct and corporate culture focuses on transparency, ethical behaviour, accountability, and collaboration. The corporate culture is anchored in the Code of Conduct and core values such as clarity, inclusiveness, and continuous learning" (p.188). "We voluntarily apply the Corporate Governance Code according to the 'apply or explain' principle" (p.188). Enexis "has a complaints procedure, confidential advisors, and procedures for reporting alleged misconduct and irregularities (whistleblower policy)" (p.188), with regular workshops, team days and annual employee-satisfaction assessment used to adjust policy where needed.

Management of relationships with suppliers

Reference: pages 188-189.

"We purchase the mayority [sic] of our goods and services from suppliers in the Netherlands. Beyond our borders, it primarily concerns suppliers in Germany, Poland, Turkey, and Belgium... We are bound by the Procurement Act 2012 and the Proportionality Guide" (p.188). Suppliers commit to the Supplier Code of Conduct and grant Enexis "the right to conduct an audit (or have one conducted)... We did not conduct any audits in 2025" (p.188). "In anticipation of the Corporate Sustainability Due Diligence Directive (CSDDD), we revised our Supplier Code of Conduct in 2025" (p.188). Payment practices: "we pay our suppliers within 30 calendar days of receiving an invoice... In 2025, we paid supplier invoices (including SMEs) after an average of 30 days (2024: 31 days)" with 86% of payments made within 30 days (2024: 88%) (p.189).

Prevention and detection of corruption and bribery

Reference: pages 189-190.

"Enexis does not accept any form of corruption or bribery. Our policy to prevent corruption and bribery of employees and/or suppliers is set out in the Code of Conduct for employees, the General Terms and Conditions of Purchase, and the Supplier Code of Conduct" (p.189). Since 1 August 2025 policy implementation sits with Corporate & Legal Affairs. Pre-employment screening (basic/intermediate/extensive) applies to sensitive roles including EB members, N-1 positions, branch managers, the DPO and CISO (p.189). "An internal Integrity Committee discusses signals of integrity violations... The CFO chairs the Integrity Committee," with incident numbers reported quarterly to the EB and Committee (p.190). "The mandatory annual e-learning course was completed by 82% (2024: 95%) of all employees in 2025... This exceeded the 2025 target of at least 80%" (p.190).

Targets related to business conduct

Reference: page 190 (part of MDR-T/GDR-T disclosures).

Integrity e-learning target: "The mandatory annual e-learning course was completed by 82% (2024: 95%) of all employees in 2025, including members of the Executive Board and senior management. This exceeded the 2025 target of at least 80%; nevertheless, the target for 2026 has been raised to at least 95%, and we launched the e-learning already in January" (p.190). This is a stated, tracked target for business-conduct effectiveness (integrity awareness), reported under the 2023 ESRS via MDR-T rather than as a standalone G1-3 requirement.

Incidents of corruption or bribery

Reference: page 191.

"In 2025, there were no incidents or public court cases against Enexis or its employees regarding corruption or bribery. Therefore, we did not have to take any action, and there were no fines. Nor were there any court decisions on cases from previous years" (p.191). "With rising grid congestion and the resulting waiting lists, as well as geopolitical tensions, we expect to face an increased risk of corruption and bribery. We anticipate this by raising awareness among employees and helping them to see integrity as a core value in their daily work" (p.191).

Political influence and lobbying activities

Reference: pages 191-192.

Enexis engages with "all levels of government: municipalities, provinces, the national government, and European authorities," is a member of Netbeheer Nederland (NBNL) and the Dutch Association for Sustainable Energy (NVDE), and cooperates on EU matters through the Alliander-Enexis-Stedin (AES) structure, active in "the EU DSO Entity, E.DSO, GD4S, and Eurogas" (pp.191-192). Oversight sits with the Public Affairs Committee, comprising the CEO, CTO and senior directors, meeting every six weeks (p.192). "None of the Executive Board members has held a similar position in a government department (including regulators) two years before the start of the 2025 reporting period" (p.192). "Enexis made no direct or indirect political contributions (financial or in-kind) in 2025 (2024: same)" (p.191). "Enexis Groep has been registered in the EU Transparency Register under the identification number 436152649102-96 since early 2023" (p.192).

Payment practices

Reference: page 189.

"We want to build long-term relationships with all our suppliers. Therefore, we pay our suppliers within 30 calendar days of receiving an invoice, provided that the invoice is accurate, complies with our invoice acceptance policy, and the order has been fully and correctly carried out. In 2025, we paid supplier invoices (including SMEs) after an average of 30 days (2024: 31 days)... In the financial year 2025, 86% (2024: 88%) of payments to suppliers were made within 30 calendar days of receipt of the invoice in accordance with the invoice acceptance policy" (p.189). "On 31 December 2025, no legal proceedings were pending against Enexis for late payment, including from suppliers that we classify as small and medium-sized enterprises" (p.189).