Obligation Vier Gas Transport AG 1.5% ( XS1882681452 ) en EUR

Vier Gas Transport AG

100 % ▲

Allemagne

XS1882681452 ( en EUR )

1.5% par an ( paiement annuel )

25/09/2028 - Obligation échue

Prospectus brochure de l'obligation Vier Gas Transport GmbH XS1882681452 en EUR 1.5%, échue

100 000 EUR

500 000 000 EUR

Vier Gas Transport GmbH est une entreprise allemande spécialisée dans le transport de gaz naturel, opérant principalement en Europe.

L'Obligation émise par Vier Gas Transport AG ( Allemagne ) , en EUR, avec le code ISIN XS1882681452, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/09/2028

Debt Issuance Programme Prospectus
22 August 2018
This document constitutes the base prospectus of Vier Gas Transport GmbH in respect of non-equity
securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29
April 2004, as amended, with a denomination of at least EUR 100,000 (or the equivalent in any other
currency as at the relevant date of issuance) and a minimum maturity of one year (the "Prospectus").

VIER GAS TRANSPORT GMBH
(incorporated with limited liability in Essen, Federal Republic of Germany)
as Issuer
5,000,000,000
Debt Issuance Programme
(the "Programme")

Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the
"CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC as
amended from time to time (the "Prospectus Directive"), for its approval of this Prospectus. By approving
this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the operation
or the quality or solvency of the Issuer in line with Article 7(7) of the Luxembourg act dated 10 July 2005
relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs
mobilières), as amended (the "Luxembourg Act").
Application has been made to list notes issued under the Programme (the "Notes") on the official list of the
Luxembourg Stock Exchange and to trade Notes on the regulated market "Bourse de Luxembourg". The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Market and
the Financial Instruments Directive 2014/65/EU, as amended (the "Regulated Market"). Notes issued
under the Programme may also be listed on an alternative stock exchange or may not be listed at all.

Arranger
ING

Dealers
BNP PARIBAS
COMMERZBANK
ING
RBC CAPITAL MARKETS
UNICREDIT BANK
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) as well as on the website of Vier Gas Transport GmbH (www.viergas.de). This Prospectus
is valid for a period of twelve months from the date of its approval.

CONTENTS

Page
NOTICE .......................................................................................................................................................... 1
FORWARD-LOOKING STATEMENTS ....................................................................................................... 4
RISK FACTORS ............................................................................................................................................. 5
OVERVIEW OF THE PROGRAMME ........................................................................................................ 17
BUSINESS DESCRIPTION OF THE ISSUER ............................................................................................ 20
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................ 41
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 43
FORM OF FINAL TERMS .......................................................................................................................... 92
USE OF PROCEEDS .................................................................................................................................. 103
TAXATION ................................................................................................................................................ 104
SUBSCRIPTION AND SALE .................................................................................................................... 109
GENERAL INFORMATION ..................................................................................................................... 114
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................. 116
INDEX OF DEFINED TERMS .................................................................................................................. 118

NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other documents incorporated herein by reference and, in relation to any series of Notes, together with the
relevant final terms (the "Final Terms"). Full information on any tranche of Notes is only available on the
basis of the combination of the Prospectus and the relevant Final Terms.
Vier Gas Transport GmbH ("Vier Gas" or the "Issuer", together with all consolidated subsidiaries, the
"Group") with its registered office in Essen, Federal Republic of Germany and in respect of information
on itself only, accept responsibility for the information given in this Prospectus. With regard to information
for which it is responsible has confirmed to the Dealers (as defined herein) that this Prospectus contains all
information with regard to the Issuer and the Notes which is material in the context of the Programme and
the issue and offering of Notes thereunder; that the information contained herein with respect to the Issuer
and the Notes is accurate and complete in all material respects and is not misleading; that any opinions and
intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other
facts with respect to the Issuer or the Notes, the omission of which would make this Prospectus as a whole
or any of such information or the expression of any such opinions or intentions misleading; that the Issuer
has made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
This Prospectus is valid for 12 months following the date of its approval and this Prospectus and any
supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. The
delivery of this Prospectus, any supplement thereto, or any Final Terms and the offering, sale or delivery
of any Notes may not be taken as an implication that the information contained in such documents is
accurate and complete subsequent to their respective dates of issue or that there has been no adverse change
in the financial situation of the Issuer since such date or that any other information supplied in connection
with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The Issuer has undertaken with the Dealers to supplement this Prospectus in accordance with Article 13 of
the Luxembourg Act or publish a new Prospectus in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Prospectus in respect of Notes issued on
the basis of this Prospectus which is capable of affecting the assessment of the Notes and which arises or
is noted between the time when this Prospectus has been approved and the closing of any tranche of Notes
offered to the public or, as the case may be, when trading of any tranche of Notes on a regulated market
begins in respect of Notes issued on the basis of this Prospectus.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied
by the Issuer or any other information in the public domain and, if given or made, such information must
not be relied upon as having been authorised by the Issuer, the Dealers or any of them.
Neither any Arranger nor any Dealer nor the Fiscal Agent nor any Paying Agent nor any other person
mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this
Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by reference,
and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accepts any responsibility for the accuracy and completeness of the information contained in any of these
documents.
The distribution of this Prospectus, any supplement thereto and any Final Terms and the offering, sale and
delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Prospectus or any Final Terms come are required to inform themselves about and observe any such
restrictions. For a description of the restrictions applicable in the United States of America, the United
Kingdom and Japan; see "Selling Restrictions". In particular, the Notes have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and include
Notes in bearer form that are subject to tax law requirements of the United States of America; subject to
certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to
United States persons.
The language of this Prospectus and the Terms and Conditions is English.
This Prospectus may only be used for the purpose for which it has been published.

- 1 -

This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an
invitation to subscribe for or purchase any Notes.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET  The Final Terms in respect of any
Notes will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "Distributor") should take into
consideration the target market assessment; however, a Distributor subject to the Markets in Financial
Instruments Directive 2014/65/EU, as amended ("MiFID II") is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS  If the Final Terms in respect of any Notes
include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a
customer within the meaning of Directive 2002/92/EC (the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS STABILISATION MANAGER(S) IN THE APPLICABLE
FINAL TERMS (OR PERSONS ACTING ON BEHALF OF ANY STABILISATION
MANAGER(S)) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A HIGHER LEVEL THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT
NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE
DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION
OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISATION
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISATION
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAMME THAT IS
TREATED AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE
SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED.
In this Prospectus, all references to "", "EUR" or "Euro" are to the currency introduced at the start of the
third stage of the European economic and monetary union, and defined in Article 2 of Council Regulation
(EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.

- 2 -

Tranches of Notes may be rated or unrated. Where a tranche of Notes is rated, such rating and the respective
rating agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell
or hold Notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market
environment, market developments, growth rates, market trends and competition in the markets in which
the Issuer operates is taken from publicly available sources, including, but not limited to, third- party studies
or the Issuer's estimates that are also primarily based on data or figures from publicly available sources.
The information from third-party sources that is cited here has been reproduced accurately. As far as the
Issuer is aware and able to ascertain from information published by such third-party, no facts have been
omitted which would render the reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that
would not be available from publications issued by market research firms or from any other independent
sources. This information is based on the Issuer's internal estimates and, as such, may differ from the
estimates made by their competitors or from data collected in the future by market research firms or other
independent sources. To the extent the Issuer derived or summarized the market information contained in
this Prospectus from a number of different studies, an individual study is not cited unless the respective
information can be taken from it directly.
The Issuer has not independently verified the market data and other information on which third parties have
based their studies or the external sources on which the Issuer's own estimates are based. Therefore, the
Issuer assumes no responsibility for the accuracy of the information on the market environment, market
developments, growth rates, market trends and competitive situation presented in this Prospectus from
third-party studies or the accuracy of the information on which the Issuer's own estimates are based. Any
statements regarding the market environment, market developments, growth rates, market trends and
competitive situation presented in this Prospectus regarding the Issuer and their operating divisions
contained in this Prospectus are based on their own estimates and/or analysis unless other sources are
specified.
Any websites referred to in this Prospectus are for information purposes only and do not form part of the
Prospectus (except with respect to the documents incorporated by reference into this Prospectus).

- 3 -

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future results
and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are
identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earning capacity, plans and expectations regarding Vier Gas' business and management, its growth and
profitability, and general economic and regulatory conditions and other factors that affect them.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including the Issuer's financial condition
and results of operations, to differ materially from and be worse than results that have expressly or implicitly
been assumed or described in these forward-looking statements. The Issuer's business is also subject to a
number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in
this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following
sections of this Prospectus: "Risk Factors" and "Business Description of the Issuer". These sections include
more detailed descriptions of factors that might have an impact on the Issuer's business and the markets in
which the Issuer operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.

- 4 -

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes
issued under the Programme. All of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme. The Issuer may be unable to pay interest, principal or other amounts
on or in connection with Notes issued under the Programme for other reasons. Prospective investors should
also read the detailed information set out elsewhere in this Prospectus (including any documents
incorporated by reference herein) and reach their own views prior to making any investment decision.
Additional risks and uncertainties, including those currently unknown, or deemed immaterial, could have
the effects set forth above.
Factors that may affect the Issuer's ability to fulfil their obligations under or in connection with Notes
issued under the Programme
The Issuer is a holding company with no material operations and relies on its subsidiaries to provide
itself with funds necessary to meet its financial obligations
The Issuer is a holding company with no material, direct operations. The Issuer's principal asset is the equity
interest it holds in Open Grid Europe GmbH ("OGE"). As a result, the Issuer's ability to pay interest on and
repay principal of the Notes and its other indebtedness is dependent upon the operations of its direct and
indirect subsidiaries and the distributions, transfers and advances or other payments of funds the Issuer
receives. The Issuer cannot provide any assurance that it will receive sufficient funds to make payments on
the Notes when due. The Issuer's subsidiaries are separate and distinct legal entities and they will have no
direct obligation, contingent or otherwise, to pay amounts due under the Notes. Accordingly, all risk factors
that have an impact on OGE (described in more detail below) have an impact on the Issuer.
Factors which are material for the purposes of assessing the regulatory, environmental and legal risks
associated with Notes issued under the Programme
Risks relating to the regulatory framework in Germany concerning the unbundling of gas TSOs and
certification as a TSO
Amendments to the Energy Industry Act (Energiewirtschaftsgesetz - "EnWG") adopted in 2011 and as
amended from time to time to implement the third energy law package of the European Union (Europäische
Union "EU") introduced stricter rules on unbundling for gas transmission system operators ("TSOs")
belonging to a vertically integrated energy undertaking to achieve an effective separation of transmission
system operation and energy production and/or supply. Pursuant to the EnWG, the same person or persons
are not entitled either directly or indirectly to exercise control over an undertaking performing any of the
functions of generation or supply, of gas or electricity, and at the same time directly or indirectly exercise
control or exercise any right over a gas or electricity TSO or over a transmission system, and vice versa.
The less intrusive options for compliance with the amendments to the EnWG, such as, in particular, the
independent transmission operator ("ITO") structure, may only be implemented where the transmission
system belonged to a vertically integrated energy undertaking on 3 September 2009. Where the ITO option
is available, the TSO remains part of the vertically integrated energy undertaking, but has to abide by strict
rules to ensure that the generation/supply and transmission network operations are conducted strictly
independently. The gas TSO needs to be equipped with all physical, human, financial and technical
resources necessary for fulfilling the gas TSO's statutory obligations.
Only TSOs complying with the necessary legal requirements shall be certified and designated as a TSO by
the Federal Network Agency (Bundesnetzagentur "BNetzA") which is required under the EnWG for the
operation of the transmission network. Since 2 December 2013, BNetzA granted OGE the certification as
ITO by a resolution. Thus, OGE has successfully proven that it is organised in accordance with the
requirements under Sections 10 seqs. EnWG.

- 5 -

With press release from 19 July 2018, it became public that the European Commission initiated
infringement proceedings according to Art. 258 TFEU (Vertrag über die Arbeitsweise der Europäischen
Union Treaty on the Functioning of the European Union, "TFEU") against Germany with the European
Court of Justice (the "ECJ"). Subject of these infringement proceedings now initiated is Germany's putative
failure to fully comply with the Third Energy Law Package, in order to ensure a correct implementation of
the Directive 2009/72/EC (the "Electricity Directive") and of the Directive 2009/73/EC (the "Gas
Directive"). Therefore, the European Commission accuses Germany that the BNetzA as national regulatory
authority lacks the required independence and power with respect to the setting of network tariffs and other
terms and conditions for access to networks and balancing services. The European Commission argues that
many factors regarding the setting of network tariffs are laid down in detailed regulations adopted by the
Federal government and therefore are not dominated by the BNetzA. Moreover, according to the European
Commission, several requirements concerning the ITO unbundling model have been transformed
incorrectly into national German law.
The initiation of infringement proceedings against Germany by the European Commission with the ECJ
has no direct legal consequences regarding the status of already certified ITOs such as OGE as long as
the ECJ has not yet pronounced a verdict in this matter. As the European Commission's writs, accusing
Germany to violate the mentioned provisions of the Third Energy Package are not yet published, it
cannot be fully assessed at this point, what verdict in this matter could be rendered by the ECJ.
The regulatory framework in Germany governing the tariffs of OGE includes certain factors which may
negatively impact the Issuer's ability to meet its debt service obligations
The tariffs charged as well as the total revenue generated by transport services by OGE as a TSO are subject
to a revenue cap regulation by the BNetzA.
Decisions made and actions taken by the BNetzA under the current regulatory framework may have a
negative impact on OGE. In particular, such decisions or actions may be based on false assumptions,
defective research or unreasonable efficiency goals and may fail to approve costs which OGE cannot avoid
incurring.
The primary source of revenue for OGE is network tariffs for access to its network. The revenue is capped
largely based on a cost assessment of the business in the calendar year three years prior to the start of the
relevant regulatory period (the "Base Year"), which is used in the calculation of an annual revenue cap for
each year of the regulatory period. The current regulatory period lasts from 2018 to 2022 (the "Third
Regulatory Period") and its revenue cap is based on the costs of the Base Year 2015.
The total costs approved by BNetzA in a Base Year as the starting point for the revenue cap are either
classified as permanently non-influenceable costs or as influenceable costs. As a second step, an individual
efficiency factor is determined by the BNetzA for each TSO based on an efficiency benchmarking (currently
of 16 German gas TSOs) in which the TSOs are compared to each other based on their individual ratio
between influenceable costs (input parameters) and structural parameters of the individual grids (output
parameters). The efficiency factor may range from 60 to 100 per cent, and describes the share of costs that
is determined as inefficient compared to the most efficient TSO (100 per cent, displays the full efficiency).
In 2017, OGE completed the cost approval procedure of the BNetzA, determining the cost base level of the
Base Year 2015 upon which the stipulation of the revenue cap is based. This cost base level (including
volatile costs such as fuel energy costs and the costs of flow commitments) formed the basis for the
subsequent efficiency benchmarking process which was finalized in Q1 2018 resulting in a 100 per cent,
efficiency factor for OGE.
Furthermore, BNetzA determined two key parameters to be applied for the revenue cap of the Third
Regulatory Period:
· On 12 October 2016, the return on imputed equity (the "RoE")1 was set at 6.91 per cent, (nominal)
by BNetzA. This decision was appealed by OGE amongst other network operators. In March 2018,
the Higher Regional Court of Düsseldorf decided that BNetzA used a methodically incorrect
procedure to determine the rates for the return on equity for the Third Regulatory Period. The court
held the opinion that the determined rates do not reflect the market risks correctly and are

1 According to § 7 GasNEV the applicable return on imputed equity ("RoE") for OGE's revenue cap 2018-2022 is determined by
BNetzA and calculated before corporate tax and after trade tax.

- 6 -

determined at a level which is not sufficient. BNetzA has appealed the decision of the Higher
Regional Court of Düsseldorf at the Federal Court of Justice, which means that the
abovementioned decision of BNetzA is still enforceable and, thus, applicable, until the Federal
Court of Justice delivers its judgement.
· The sectoral productivity factor ("Xgen") for the Third Regulatory Period has been settled by
BNetzA at a level of 0.49 per cent. per annum. This factor displays an additional efficiency target
that obliges network operators to reduce their revenue cap by the respective percentage value
during the course of the regulatory period. Although the current stipulation is below the historic
values of 1.25 per cent. and 1.5 per cent. for the first and second regulatory period many operators
including OGE appealed the current decision as BNetzA calculations are not perceived as robust
and valid. A decision of the Higher Regional Court of Düsseldorf is outstanding and will be
expected in 2019.
OGE received the final decision regarding the revenue cap for the years 2018-2022 on 15 June 2018. As
OGE refrained from appealing against the decision, it has become legally binding on 16 July 2018.
However, the determination contains an adjustment clause regarding the RoE and the Xgen as a result of
the pending legal disputes as mentioned in the business description (the "Regulatory Proceedings").
BNetzA decided to approve the balance of the regulatory account from previous years in a separate
procedure. This applies to the regulatory account of the years 2012-2017.
Furthermore, OGE is allowed to adjust the annual revenue cap based on the approved costs of so called
Investment Measures ("IMA") pursuant to Section 23 of the Ordinance on Incentive Regulation
(Anreizregulierungsverordnung the "ARegV"). This provision implies that the operator can reimburse
costs caused by significant investment projects that are not yet fully reflected in the last Base Year on an
annual basis in the course of the regulatory period. As a consequence, the costs are included in the revenue
cap based on planned costs without time lag. Deviations between planned and actual costs are balanced via
the regulatory account mechanism. The IMA reimbursement requires a project-specific application in which
the operator has to prove that the project fulfils the criteria of being either a grid enhancement project or a
significant grid restructuring. The project-specific approval potentially incorporates a deduction for a
replacement share in case the investment partially or fully replaces existing grid assets. The approval
practice of BNetzA has been published in a self-binding guideline that covers all relevant aspects and
criterias (e.g. approval requirements, duration, calculation principles). Thus, BNetzA has generally the right
to change the approval criteria. Following the project approval by BNetzA the operator is allowed to
reimburse costs of capital (inter alia depreciation, financing costs incl. RoE) as well as a lump sum for
operating expenditure ("OPEX") of the specific project. Generally, the BNetzA has the legal force to
determine and adjust the OPEX lump sum factor for specific assets. Potential changes to the IMA approval
practice as well as OPEX lump sum adjustments may have a negative impact on OGE's IMA
reimbursement.
Future changes to the regulatory framework may have a negative impact on OGE
The regulatory framework governing the activities of OGE is subject to extensive European and national
legislation. New EU-directives and -regulations or the amendment of existing legislation, the transposition
into German law of such legislation and the interpretation by the German regulatory authorities might have
a negative impact on several aspects of the regulatory framework and hence the profitability of OGE.
Furthermore, amendments of national acts and ordinances might affect the business, results of operations
and the financial condition of OGE.
Since 1 January 2010, OGE has been subject to the incentive regulation regime and several legislative
processes have been initiated to adjust the Ordinance on Gas Network Tariffs (Gasnetzentgeltverordnung
the "GasNEV") and the Ordinance on Incentive Regulation (Anreizregulierungsverordnung the
"ARegV").
Consequently, the revenues and financial conditions of OGE are sensitive to the regulatory framework,
regulatory system changes as well as decisions and determinations by BNetzA.
In 2016, significant amendments of ARegV were implemented mainly for distribution grid operators
("DSO's").

- 7 -

The regular procedure for the evaluation of the ARegV regime is scheduled for the end of the Third
Regulatory Period. In this context, BNetzA is obliged to provide an evaluation report in December 2023 to
the legislator. Currently, the Issuer is not aware of any specific legal procedures for ARegV amendments.
As being noticeable in the past, BNetzA permanently analyses potential changes of the regulatory
framework that might trigger legislative changes. Nevertheless, it is unlikely that such changes come into
force within the ongoing regulatory period.
An amendment of the Gasnetzzugangsverordnung (the "GasNZV") from August 2017 obliges all German
TSOs commonly to work for a higher liquidity of the gas market. Therefore, the two German market areas
GASPOOL and NetConnect Germany have to be merged until 1 April 2022.
In 2017, the network code on capacity allocation mechanisms in gas transmission systems and repealing
Regulation (EU) No 984/2013 (Commission Regulation (EU) 2017/459 "NC CAM") and the network
code on harmonised transmission tariff structures for gas (Commission Regulation (EU) 2017/460 the
"NC TAR") entered into force. As Regulations under European law these network codes are directly
applicable and contain detailed rules on capacity allocation and tariff calculation. Based on the network
codes the BNetzA in 2018 started the public consultation in relation to its determination of a tariff
methodology for gas TSOs (BK9-18/610-NCG, BK9-18/611-GP, BK9-18-607) and in relation to
amendments of specific parts of the tariff calculation and allocation methods (BK9-18-608 and BK9-18-
612). Should OGE not be able to implement mandatory changes in national and European regulation in the
required timeframe and/or quality, OGE may be subject to fines and/or claims of the respective regulatory
authorities and/or customers.
Dependence on licences and authorisations
OGE and its subsidiaries, participations and joint ventures are dependent on licences, authorisations,
exemptions and/or dispensations in order to operate their business. These licences, authorisations,
exemptions and/or dispensations may be subject to amendments and/or additional conditions being imposed
on OGE and its subsidiaries, participations and joint ventures. The imposing of additional conditions and/or
revoking of licences, etc. may cause operational problems and delays in ongoing projects and operations
which could, in turn, have a material adverse effect on the business operations, the results and the financial
position of OGE.
OGE may incur significant costs to manage potential environmental and public health risks and to
accommodate city planning constraints
OGE's operations and assets are subject to European, national and regional regulations dealing with, inter
alia, environmental matters, city planning and zoning, building and environmental permits and rights of
way. These regulations are often complex and subject to continual changes (resulting in a potentially stricter
regulatory framework or enforcement policy). OGE's operations may be potentially hazardous and subject
to the risk of liability arising from environmental damage or pollution. The most significant environmental
issues faced by OGE are those related to the environmental impact of pipeline construction, the storage and
management of certain hazardous materials required for the pipeline operations and plant maintenance, the
management of hazardous waste and the reduction of natural gas and other emissions released into the
atmosphere as a result of daily operations. Compliance with such regulations may impose significant
additional costs on OGE, including expenses related to the implementation of preventative or remedial
measures or the adoption of additional preventative measures to comply with the future changes in laws or
regulations. Additional costs may also be incurred by OGE in respect of, inter alia, compensation for the
impact of the infrastructure on the environment, actual or potential liability claims, and the defence of OGE
in legal or administrative procedures or settlement of third party claims. Opposition to actions or
programmes in connection with environmental, city planning or zoning matter may require OGE to incur
additional costs for enquiries or publicity measures. The handling of existing remediation projects might
also lead to additional costs for OGE due, for example, to possible obligations to carry out extensive
research measures. Such risks may have a material adverse effect on the business operations, the results
and the financial position of OGE.

- 8 -