Financial policy

In principle, our financial policy is designed to allow us to maintain a solid A rating. This means that we are able to continue to invest in our networks and grow the business thanks to our financial position. It enables us to pursue our strategy.

Alliander’s financial policy is designed to achieve a balance between protecting bond holders and other providers of borrowed capital, and maintaining an adequate shareholders’ return, while preserving the necessary flexibility to enable the company to grow and invest. The general principles of the financial policy are to ensure a balanced repayment schedule and to have access to committed credit facilities and sufficient cash and cash equivalents. By operating within the financial framework and in accordance with the general principles, we target a solid A rating profile as a minimum.

The financial framework within which Alliander operates is based on the following credentials:

• FFO/net debt: minimum of 11%.

• Compliance with regulatory requirements for network operators.

The FFO/net debt ratio at year-end 2025 amounted to 15.0% (year-end 2024: 17.9%). The decrease is mainly due to an increase in net debt of almost €1 billion. The solvency ratio at year-end 2025 was 49.3%, compared to 48.1% at the end of 2024. In 2025, a new subordinated perpetual bond with a nominal value of €500 million was issued.

Dividend policy

As part of the financial policy, the dividend policy provides for distributions of up to 45% of the profit after tax, adjusted for fair value movements, periodic payments relating to loans that are recognised in equity and exceptional items that did not lead to a cash flow, unless investments or financial criteria demand a higher profit retention percentage and/or unless the solvency ratio falls below 30% after payment of dividend. Dividend is capped at €100 million per year. From the 2026 financial year, the amount of the capped absolute dividend distribution will be indexed annually based on the actual Consumer Price Index (CPI), as published by CBS Statistics Netherlands.

After three years, the dividend policy will be evaluated. This includes assessing the impact of any new method decision on Alliander's expected financial results and, more specifically, on the expected dividend distribution and on the FFO/net debt ratio. The results of this evaluation, which will be initiated by the company, will be discussed by Alliander and the shareholders – each adopting a position based on their own responsibilities – and this may, in due course, constitute grounds for adjusting the dividend policy (i.e. tightening or broadening it).

Financial framework agreed with the Dutch State

Alliander has made agreements with the Dutch State regarding possible capital support. Based on the agreed framework, accession of the State as a new shareholder will be possible under certain conditions. This guarantees a minimum credit rating of A- (A minus) in the long term.

Investment policy

The investment policy is consistent with the financial policy and is part of Alliander’s strategy. Elements of investment policy include compliance with regulatory requirements relating to investments in the regulated domain, such as safety and reliability, and the generation of an adequate return on investment. Ordinary investment proposals are tested against minimum return requirements and criteria as set out in the financial policy. Innovative schemes require specific Management Board approval. As well as quantitative standards, investment proposals must satisfy qualitative requirements. It should also be noted that, in principle, investments in the regulated domain arise from a network operator’s statutory duties.

Green financing

Alliander sees that, alongside a sound financial policy, shareholders and other investors are increasingly focusing on sustainability. Alliander endorses the importance of sustainability and so the company’s sustainability targets play a prominent role in the management of the business and external financing. Alliander exercises its ability to issue both bonds and ECP loans as a way of raising capital that is used exclusively to finance assets that are defined in detail in the Green Finance Framework. This concerns green financing. At the end of 2025, only green bonds had been issued.

Our sustainability efforts have earned us a sustainability class B rating from ISS ESG, a Medium Risk classification from Sustainalytics, an AA ESG rating from MSCI and a ‘leading versus peers’ ESG score from Bloomberg. In January 2026, the score was changed to 'above median versus peers'. Despite this change, Alliander is still among the higher performing companies in our sector in terms of sustainability performance, according to these rating agencies. These ratings allow Alliander to take advantage of the demand for green debt instruments and, as a result, achieve favourable financing conditions.

Our financial stakeholders

Alliander pursues an active policy of maintaining an open and constructive dialogue with shareholders, bondholders, financial institutions, credit rating agencies, sustainability rating agencies, analysts, and the media. We provide all stakeholders with timely and accurate relevant information on finances, strategy, risks, sustainability and other matters, in reports, in press releases, and in meetings, as well as by other means.

Shareholders

All of Alliander’s shares are held directly by Dutch provincial and municipal authorities. A complete overview of all shareholders can be found at www.alliander.com. The majority of the shareholders are participants in the subordinated convertible bond loan with a nominal value of €600 million issued by Alliander in 2021. Contact with shareholders primarily takes place during the shareholders’ meetings. The company and its shareholders also meet outside of the shareholders’ meetings. A summary of the various shareholder dialogue structures can be found on the Alliander website.

Institutional investors

Institutional investors in bonds such as asset managers, insurers and pension funds provide a significant portion of Alliander's debt financing in the form of bond loans and ECP loans. These are mostly Europe-based professional institutional investors on the international financial markets. Existing and potential bondholders are kept informed of Alliander’s financial position and results, as well as developments in the industry. To provide that information, Alliander actively engages in Investor Relations activities in addition to complying with normal publication requirements. In this context, a Non-Deal Roadshow is held every other year. We arranged the last one in October 2025.

Banks

Alliander has access to a back-up syndicated credit facility of €900 million, committed by seven banks, which matures in December 2028. The fee paid for this facility depends in part on Alliander’s performance in relation to a number of sustainability KPIs. As in previous years, no use was made of the credit facility during the past year. A €300 million loan arranged with the European Investment Bank was drawn down in 2017 and 2018. The loan becomes repayable in full in 2031.

In addition to this syndicated credit facility with a group of banks, Alliander has five bilateral credit facilities with individual banks. These facilities may be used as a back-up in situations where Alliander is unable to access the market for ECP loan issues. In 2025, these committed back-up credit facilities increased from €1 billion to €1.5 billion to continue to meet the liquidity coverage requirements of the credit rating agencies. They mature at the end of 2026, with the option to extend by one year until the end of 2027. No funds were drawn down from these facilities during 2025.

Rating agencies

Alliander has credit ratings from S&P, Moody’s and Scope. These ratings consist of a long-term rating with an outlook and a short-term rating. The outlook is an indication of the expected change to the long-term rating over the next few years. On 5 March 2025, S&P downgraded Alliander’s credit rating by one notch to A with a stable outlook. On 10 March 2025, Moody's downgraded Alliander's credit rating by one notch to A1 with a stable outlook. On 19 December 2025, Alliander obtained a credit rating from Scope: A+ with a stable outlook. Scope also assigned the same credit rating to Liander. This means that Liander complies with the provision of the Energy Act that came into force on 1 January 2026, which requires large network operators to apply for and maintain their own credit rating. At year-end 2025, Alliander’s credit ratings were as follows:

During the reporting period, Alliander was in contact with the rating agencies on several occasions. Among other things, these discussions focused on changes in the coming regulatory period, the updated financial policy and developments in the sector. The recent financial performance figures and forecasts that Alliander provided on these occasions were taken into account by S&P, Moody’s and Scope when assessing Alliander’s creditworthiness.