ACER Opinion 03-2026 on the certification of Gaz-System as a hydrogen transmission network operator

No 03/2026

OPINION

2024/1789 on the draft decision of the Polish Energy Regulatory Authority regarding the certification of OGP GAZ-SYSTEM S.A. as a hydrogen transmission network operator

24 February 2026

A C E R O P I N I O N N O 0 3 / 2 0 2 6

Executive summary

Purpose and scope of the Opinion

The purpose of this Opinion is to assist the European Commission in its assessment of the draft decision notified by the Polish Energy Regulatory Authority (URE) concerning the certification of the hydrogen transmission network operator GAZ-SYSTEM in accordance with Article 68(1) and Article 60 of Directive (EU) 2024/1788 and Article 14(1) of Regulation (EU) 2024/1789.

This Opinion is limited to assessing whether the draft decision complies with the requirements on ownership unbundling laid down in Directive (EU) 2024/1788. The scope of this Opinion does not cover the decision adopted by URE granting GAZ-SYSTEM a derogation from horizontal unbundling pursuant to Article 69(2) of Directive (EU) 2024/1788.

Key remarks by ACER

ACER has the following observations related to the unbundling requirements for hydrogen transmission network operators with regard to GAZ-SYSTEM:

• The Government Plenipotentiary’s reliance on the Ministry for Energy’s administrative and budgetary resources may create a context in which at least indirect influence by the Ministry or Minister for Energy cannot be entirely excluded. However, currently this is unlikely to affect the fulfilment of the requirements under Article 60(5), since, at present, the Minister for Energy does not exercise any rights of the State Treasury with regard to companies trading in, or manufacturing, or generating (producing) gaseous fuels, hydrogen or electricity.

• The Minister of Assets’ special oversight powers over GAZ-SYSTEM could warrant careful attention in terms of GAZ-SYSTEM’s Management Board’s autonomy.

• In addition to GAZ-SYSTEM, the Government Plenipotentiary holds shares in other State-owned entities, including PEJ. PEJ’s potential involvement in the future operation of a nuclear power plant could affect compliance with Articles 68(1) and 60 of Directive 2024/1788.

• ACER supports URE’s intention to request annual declarations of the management board and supervisory board members regarding their compliance with the independence criteria laid down in Article 60(d). This monitoring should, however, also cover compliance with the criteria set out in Article 60(c).

• GAZ-SYSTEM remains subject to the obligation of accounting unbundling pursuant to Articles 70 and 75 of Directive 2024/1788. URE should assess, in its final decision, whether compliance with the corresponding requirements is ensured with regard to hydrogen transport activities.

Overall conclusion

In conclusion, ACER agrees with URE’s assessment that the Government Plenipotentiary and the Minister of Assets constitute two separate and independent public entities that are not under the joint influence of another public authority. ACER nevertheless notes that the points raised above may warrant careful and regular monitoring in practice. Accordingly, based on the information provided, GAZ-SYSTEM appears to meet the requirements of the ownership unbundling model under the Polish legislation transposing Directive 2024/1788 and could therefore be considered eligible for certification.

A C E R O P I N I O N N O 0 3 / 2 0 2 6

1. Background

1. On 17 June 2025, the Polish Energy Regulatory Authority, Urząd Regulacji Energetyki (hereafter ‘URE’), received a request from the Warsaw-based energy undertaking operator Operator Gazociągów Przesyłowych GAZ-SYSTEM Spółka Akcyjna (hereafter ‘GAZ-SYSTEM’) for a certification as hydrogen transmission network operator under the ownership unbundling model for hydrogen pursuant to Article 68(1) and Article 60 of Directive (EU) 2024/1788 (hereafter ‘Directive 2024/1788’). Together with its request for certification as hydrogen transmission network operator, GAZ-SYSTEM requested a derogation from horizontal unbundling pursuant to Article 69(2) of Directive 2024/1788. By decision of 27 October 2025, URE granted the derogation for the period from 5 August 2026 to 30 June 2039 (hereafter ‘the derogation decision’).

2. On 5 November 2025, the European Commission (hereafter ‘the Commission’) received a notification from URE of a draft decision regarding the certification of GAZ-SYSTEM as hydrogen transmission network operator (hereafter ‘the draft decision’).

3. Pursuant to Article 14(1) of Regulation (EU) 2024/1789 (hereafter ‘Regulation 2024/1789’) and Article 71(6) of Directive 2024/1788, the Commission is required to examine the notified decision regarding the certification of hydrogen transmission network operators and to deliver an opinion to the relevant national regulatory authority as to its compatibility with Article 68 of Directive 2024/1788. When preparing its opinion, the Commission may request ACER to provide its opinion on the regulatory authority’s decision.

4. On 18 November 2025, ACER received the Commission's request to provide its opinion on the draft decision.

2. ACER competence

5. In accordance with Article 14(1) second subparagraph of Regulation 2024/1789, ACER is competent to provide its opinion on URE’s draft decision on the certification of the hydrogen transmission network operator GAZ-SYSTEM, following the Commission’s request.

3. Procedure

6. After ACER received the Commission’s request to provide its opinion on 18 November 2025, ACER met with the Commission on 3 December 2025 to discuss the procedure and the relevant deadlines.

7. On 17 December 2025, ACER held a meeting with URE to obtain clarifications on URE’s assessment for the purposes of the procedure.

4. Summary of the draft decision

8. The draft decision provides for granting GAZ-SYSTEM the certification as hydrogen transmission network operator. URE concludes that GAZ-SYSTEM has demonstrated compliance with the ownership unbundling requirements under Polish legislation implementing Directive 2024/1788 and is therefore eligible for certification. This conclusion is essentially based on the following considerations: A C E R O P I N I O N N O 0 3 / 2 0 2 6

4.1. About GAZ-SYSTEM

9. GAZ-SYSTEM is a public limited company. It is designated as a gas transmission system operator in the territory of Poland until 6 December 2068 ; it is the sole operator and owner of the national gas transmission system. GAZ-SYSTEM holds a licence for the transmission of gaseous fuels until 6 December 2068 (hereafter ‘GFT Licence’). The GFT Licence covers the economic activity of the transmission of gaseous fuels through transmission networks within the territory of Poland.

10. GAZ-SYSTEM also holds a licence for liquefaction of natural gas and regasification of liquefied natural gas in liquefied natural gas installations, which expires on 31 December 2030 (hereafter ‘LNG License’). The LNG Licence covers economic activities consisting of the liquefaction of natural gas and the regasification of liquefied natural gas in LNG installations located in Świnoujście. GAZ-SYSTEM is designated as a natural gas liquefaction system operator until 31 December 2030.

11. With its request for certification as hydrogen transmission network operator and request for derogation from horizontal unbundling, GAZ-SYSTEM by the operation of law became the only hydrogen transmission network operator in Poland for the period until 4 August 2026.

4.2. Exercise of shareholder rights within the state

12. 100 % of the shares in GAZ-SYSTEM are owned by the State Treasury. In principle, the rights attached to shares held by the State Treasury are exercised by the Minister for State Assets. The Minister for State Assets exercises the State Treasury’s rights with regard to the largest companies trading in, or manufacturing, or generating (producing) gaseous fuels, hydrogen or electricity (such as: TAURON Polska Energia S.A. and TAURON Wytwarzanie S.A., ORLEN S.A., ENEA S.A. and PGE Polska Grupa Energetyczna S.A).

13. However, for GAZ-SYSTEM, as for certain other companies, the rights attached to shares held by the State Treasury are exercised not by the Minister for State Assets but by the Government Plenipotentiary, as provided for in Article 10(1) of the Polish Cabinet Act (hereafter ‘Cabinet Act’) and specified for GAZ-SYSTEM in Article 12a(2) of the of the Polish Energy Law of 10 April 1997 (hereafter ‘Energy Law’). The function of the Government Plenipotentiary may be performed, in particular, by a secretary of state or an undersecretary of state. It is appointed and dismissed by the Prime Minister and operates within the Ministry of Energy, uses its administrative support and is financed from the budget managed by the Minister for Energy.

14. URE considers that the Government Plenipotentiary and the Minister for State Assets constitute two separate and independent public entities that are not under the joint influence of another public authority. They have independent decision-making powers in the areas for which they are responsible and are independent from other entities in this respect. This assessment is essentially based on the following considerations:

15. The competences of ministers, including the Minister for State Assets, are established by an attribution regulation issued by the Prime Minister under Article 33 of the Cabinet Act. Under Article 34a of the Cabinet Act, ministers may issue binding guidance and instructions only to heads of authorities and organisational units subordinate to or supervised by them. Ministers may not encroach upon the competences of other ministers or undertake actions that breach the statutory division of responsibilities. Each minister is responsible for the implementation of policies within the scope of their assigned government administration department. The Prime Minister’s remit is defined by Article 148 of the Polish Constitution, according to which the Prime Minister shall, inter alia, “coordinate and control the work of members of the Cabinet”.

16. URE emphasizes that the position of the Prime Minister is determined “by competences which enable him or her to shape the works of the Council of Ministers, while at the same time giving independence to both the Council itself and to its specific members with regard to substantive A C E R O P I N I O N N O 0 3 / 2 0 2 6 activity”. URE points out that the control exercised by the Prime Minister is coordinative in nature and is exercised for the sole purpose of guiding the actions of Cabinet members. The Prime Minister has no right to issue binding instructions to ministers regarding actions they are to carry out within the areas of government administration attributed to them. Accordingly, URE concludes that ministers, including the Minister for State Assets, act independently within the competences assigned to them, and that the Prime Minister’s authority is limited to coordinative oversight without the power to issue binding instructions regarding these competences.

17. URE further points out that although the Government Plenipotentiary is positioned within the organizational structure of the Ministry of Energy and may be a secretary or undersecretary of state, the exercise of the rights attached to State Treasury shares under Article 12a Energy Law does not fall within the scope of tasks delegated by the Minister for Energy. Nor does any other provision confer supervisory or instructive powers on the Minister for Energy or the Minister for State Assets in this respect. Accordingly, when exercising State Treasury shareholder rights, including in relation to GAZ-SYSTEM, the Government Plenipotentiary acts autonomously and is not subject to instructions from other ministers.

18. As indicated by URE, the fact that the Minister for State Assets, the Minister for Energy and the Government Plenipotentiary participate in, or are institutionally linked to, the Cabinet does not create any dependencies in the private-law sphere. The Cabinet operates exclusively within the sphere of public authority and has no competence to influence the representation of the State Treasury in private-law relations, which is governed solely by statutory mandates as explained above.

19. Pursuant to the Act of 18 March 2010 on specific powers of the Minister for State Assets and the exercise thereof in certain capital companies or corporate groups active in the electricity, oil and gaseous fuels sectors (hereafter ‘Specific Powers Act’), the Minister for State Assets has special oversight powers over companies operating critical infrastructure, including gas transmission networks and LNG terminals, and may object, by administrative decision, to resolutions or actions of the Management Board that could threaten the functioning, continuity or integrity of such infrastructure, in particular those relating to: • changes in the purpose or decommissioning of assets, • changes in the company’s objectives, sale or lease of the enterprise, • adoption of investment or strategic plans, or • relocation of the registered office abroad.

20. While the Minister for State Assets’s objection is pending, the contested resolution is not enforceable and any legal act by the management board has no legal effect.

21. URE emphasises the special nature of this prerogative. The Minister for State Assets is entitled to lodge an objection only in strictly defined cases, where there is a real threat to the functioning, continuity of operation, or integrity of critical infrastructure, and where such objection is justified by reasons of national energy security and by the special importance of critical infrastructure for that security. Therefore, URE concludes that the limited objection powers of the Minister for State Assets under the Specific Powers Act do not undermine GAZ-SYSTEM’s independence as a transmission system operator and do not constitute the types of influence set out in Article 60(1)(b) to (d) of the Directive 2024/1788, as they do not amount to shareholder rights or decisive influence.

22. Beyond these powers, no public or private entity other than the Government Plenipotentiary exercises decisive influence over GAZ-SYSTEM, and GAZ-SYSTEM itself neither holds nor exercises decisive influence over any energy undertaking active in the production, generation, manufacturing or trade of gaseous fuels, electricity or hydrogen. A C E R O P I N I O N N O 0 3 / 2 0 2 6

4.3. Shareholder rights in other state-owned entities

23. In addition to GAZ-SYSTEM, the Government Plenipotentiary exercises rights attached to shares in other State-owned entities, namely • PSE S.A.: operates as an electricity transmission system operator, responsible for the secure operation, maintenance, development, and balancing of the national electricity transmission system. • PERN S.A. and its subsidiaries, including Naftoport, Naftoserwis, Naftor, Siarkopol, and Sarmatia: operate in oil and liquid fuels logistics, providing transport, storage, transshipment, and technical services, but are not engaged in the production, generation, or trade of gaseous fuels, electricity, or hydrogen. • PEJ: a single-member company created to implement Poland’s nuclear energy program, is primarily engaged in project development and investment activities for nuclear power plants, without undertaking electricity generation or trading.

24. URE considers that the owners’ supervision exercised by the Government Plenipotentiary over these entities does not infringe Article 60 of Directive 2024/1788. Those entities do not engage in the production of gaseous fuels, trade in those fuels or the production of electricity or trade in that energy, or the production of hydrogen or trade in hydrogen.

25. In turn, the rights deriving from the State Treasury’s property rights in relation to energy companies involved in the production, production or trading of gaseous fuels or the generation or trading of electricity are exercised by the Minister for State Assets.

4.4. GAZ-SYSTEM’s governance

26. GAZ-SYSTEM’s governance is regulated by the Polish Commercial Companies Code (CCC), which ensures a strict separation between ownership and management. The Management Board, Supervisory Board, and General Meeting have clearly defined roles, and members of the Management and Supervisory Boards are subject to strict independence requirements, with no involvement or influence in other energy undertakings. The State, acting through the Government Plenipotentiary, exercises shareholder rights only in relation to key corporate decisions. GAZ- SYSTEM is solely active as a transmission system operator, holding licenses only for gas transmission and LNG regasification, and is not engaged in energy or hydrogen production or trading.

5. ACER assessment

27. Pursuant to Article 68(1) of the Directive 2024/1788, Member States shall ensure that from 5 August 2026 hydrogen transmission network operators are unbundled in accordance with the rules for natural gas transmission system operators set out in Article 60 of the same Directive.

28. According to Article 60(1)(a) of Directive 2024/1788 Member States shall ensure that each undertaking which owns a transmission system acts as a transmission system operator (hereafter ‘TSO’). A C E R O P I N I O N N O 0 3 / 2 0 2 6

29. GAZ-SYSTEM is designated as a hydrogen transmission network operator; however, it is not yet the owner of a corresponding transmission network.

30. Given the early stage of development of the European hydrogen market, it is necessary that future hydrogen transmission network operators can already be designated and certified in accordance with Article 14 of Regulation 2024/1789, in order to enable them to plan, finance and construct the relevant infrastructure.

31. On that basis, ACER considers that the absence of a corresponding hydrogen transmission network should not, by itself, preclude the certification of GAZ-SYSTEM as a hydrogen transmission network operator, but URE should include details on GAZ-SYSTEM’s plans for the timely development of such a network in its final decision.

32. Article 60(1)(b)(i) of Directive 2024/1788 prohibits the same person(s) from directly or indirectly exercising control over an undertaking performing any of the functions of production or supply, and directly or indirectly exercising control or exercising any right over a TSO or over a transmission system. Article 60(1)(b)(ii) of the Directive 2024/1788 provides for an equivalent rule for the reverse situation of a person exercising control over a TSO, and exercising control or any right over an undertaking performing any of the functions of production or supply. • the power to exercise voting rights; • the power to appoint members of the supervisory board, the administrative board or bodies legally representing the undertaking; or • the holding of a majority share.

34. According to Article 2(55) of Directive 2024/1788, ‘control’ means any rights, contracts or any other means which, either separately or in combination and having regard to the considerations of fact or law involved, confer the possibility of exercising decisive influence on an undertaking, in particular by: • ownership or the right to use all or part of the assets of an undertaking; • rights or contracts which confer decisive influence on the composition, voting or decisions of the organs of an undertaking.

35. As examined in the Commission’s Interpretative Note ‘The Unbundling Regime’ of 22 January 2010 the key consideration in this regard is the concept of ‘decisive influence’. Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (hereafter ‘the EC Merger Regulation’) clarifies that decisive influence can arise in particular from: • ownership or the right to use all or part of the assets of an undertaking; or • rights or contracts which confer decisive influence on the composition, voting or decisions of the organs of an undertaking. A C E R O P I N I O N N O 0 3 / 2 0 2 6

36. The reference to control encompasses both de iure and de facto control and includes both direct and indirect control. Article 3(3) of the EC Merger Regulation clarifies that control is acquired by persons or undertakings which: • are holders of the rights or entitled to rights under the contracts concerned; or • while not being holders of such rights or entitled to rights under such contracts, have the power to exercise the rights deriving therefrom.

37. In accordance with Article 60(5) of Directive 2024/1788, entities owned by a Member State or another public body can ensure compliance with the unbundling requirement by two separate public bodies exercising control over a TSO or over a transmission system on the one hand, and over an undertaking performing any of the functions of production or supply on the other hand.

38. In the present case, 100 % of the shares in GAZ-SYSTEM (as gas and hydrogen TSO) are owned by the State Treasury. The rights attached to these shares are exercised by the Government Plenipotentiary. At the same time, the Minister of Assets is the State authority that exercises the rights of the State Treasury with regard to the largest companies trading in, or manufacturing, or generating (producing) gaseous fuels, hydrogen or electricity.

39. Regarding the competences of the Prime Minister, ACER agrees with URE’s assessment that these are compatible with the independence requirements for TSOs. Ministers, including the Prime Minister, may issue binding instructions only to subordinate bodies and cannot interfere with the competences of other ministers, ensuring a clear separation of responsibilities. The Prime Minister’s role is strictly coordinative, guiding the work of the Cabinet without issuing binding instructions in individual ministerial domains. In particular, he or she neither exercises any rights of the State Treasury with respect to companies trading in, manufacturing, or generating gaseous fuels, hydrogen, or electricity.

40. Regarding the Government Plenipotentiary’s placement within the Ministry of Energy, ACER generally agrees with URE’s assessment that formal legal independence under Article 60 of Directive 2024/1788 is ensured, as the Government Plenipotentiary exercises State Treasury shareholder rights autonomously and cannot receive binding instructions from the Minister for Energy. Nonetheless, ACER would like to note that reliance on the Ministry’s administrative and budgetary resources may, in practice, create a context in which indirect influence cannot be entirely excluded. However, in ACER’s view, this is unlikely to affect the fulfilment of the requirements under Article 60(5), since, at present, the Minister for Energy – unlike the Minister of Assets – does not exercise any rights of the State Treasury with regard to companies trading in, or manufacturing, or generating (producing) gaseous fuels, hydrogen or electricity.

41. The Minister of Assets holds a narrowly defined objection right over certain Management Board resolutions in companies operating critical infrastructure, including GAZ-SYSTEM. This right applies, for example, in relation to changes in the purpose or decommissioning of assets, changes in the company’s objectives, the sale or lease of the enterprise, adoption of investment or strategic plans, or relocation of the registered office abroad. While this prerogative is narrowly defined – applying only where a resolution could threaten the functioning, continuity, or integrity of such infrastructure – it should be noted that, in exceptional circumstances, the existence of this veto could warrant careful attention in terms of the Management Board’s autonomy. In this context, consideration could be given to entrusting the supervision and exercise of the aforementioned veto rights to a third entity not involved in the State Treasury’s interests in companies trading, producing, or generating gaseous fuels, hydrogen, or electricity.

42. While noting the above, ACER generally agrees with URE’s conclusion that the limited objection powers of the Minister of Assets under the Specific Powers Act do not undermine GAZ- SYSTEM’s independence as a hydrogen transmission network operator and do not constitute the types of influence set out in Article 60(1)(b) of Directive 2024/1788.

43. In addition to GAZ-SYSTEM, the Government Plenipotentiary exercises rights attached to shares in other State-owned entities, inter alia Polskie Elektrownie Jądrowe Sp. z o.o. (hereafter A C E R O P I N I O N N O 0 3 / 2 0 2 6 ‘PEJ’). PEJ is a single-member company created to implement Poland’s nuclear energy program, primarily engaged in project development and investment activities for nuclear power plants, without undertaking electricity generation or trading.

44. Although these activities do not currently conflict with the unbundling requirements, they could, once a nuclear power plant becomes operational, affect compliance with Articles 68(1) and 60 of Directive 2024/1788. ACER therefore notes that it must be ensured that oversight of GAZ- SYSTEM continues to be exercised by a person or entity who does not exercise any control or right over an undertaking performing any of the functions of production or supply.

45. In conclusion, ACER agrees with URE’s assessment that the Government Plenipotentiary and the Minister of Assets constitute two separate and independent public entities that are not under the joint influence of another public authority. ACER nevertheless notes that the points raised above may warrant careful and regular monitoring in practice.

5.1.3. Independence of governance from production and supply companies, Article 60(c)

46. Pursuant to Article 60(c) of Directive 2024/1788, the same person is not entitled to appoint members of the supervisory board, the administrative board or bodies legally representing the undertaking, of a transmission system operator or a transmission system, and directly or indirectly to exercise control or exercise any right over an undertaking performing any of the functions of production or supply.

47. The Government Plenipotentiary is empowered to exercise the functions of the general meeting, and thus to appoint members of the supervisory board. It does not directly or indirectly exercise decisive influence or hold rights in respect of any energy undertaking active in the production, manufacture or trade of gaseous fuels, the generation or trade of electricity, or the production or trade of hydrogen.

48. The same applies to the members of the supervisory board and to the persons empowered to appoint members of the management board. It follows from the supervisory board members’ declarations that none of them exercises decisive influence or rights over such energy undertakings. Furthermore, although members of the management board are empowered to appoint proxies legally representing the company, such appointments require a unanimous resolution, and the management board members have declared that they likewise do not exercise decisive influence or rights over relevant energy undertakings.

49. ACER agrees with URE’s conclusion that neither the persons empowered to appoint members of the supervisory board or management board, nor any other persons legally representing GAZ- SYSTEM, exercise decisive influence over energy undertakings engaged in competitive activities.

5.1.4. Prohibition of dual board memberships, Article 60(d)

50. Article 60(d) of Directive 2024/1788 prohibits the same person from being a member of the supervisory board, the administrative board or bodies legally representing the undertaking, of both an undertaking performing any of the functions of production or supply and a transmission system operator or a transmission system.

51. To demonstrate compliance with the above criterion, GAZ-SYSTEM has submitted declarations from members of its supervisory and management boards, confirming that none of these individuals holds a position as a member of the management board, a member of the supervisory board, a proxy, or any other body legally representing an energy undertaking active in the production, manufacture, or trade of gaseous fuels, in the generation or trade of electricity, or in the production or trade of hydrogen, and that they do not exercise decisive influence or any of the rights in respect of such an energy undertaking. A C E R O P I N I O N N O 0 3 / 2 0 2 6

52. ACER agrees with URE’s conclusion that the independence criteria laid down in Article 60(d) are also complied with. ACER supports URE’s intention to request annual declarations of the management board and supervisory board members regarding their compliance with the independence criteria laid down in Article 60(d). This monitoring should, however, also cover compliance with the criteria set out in Article 60(c).

5.2. Horizontal unbundling of hydrogen transmission operators, Article 69 of Directive 1788/2024

53. As noted at the outset, ACER did not review the legality of URE’s decision regarding the derogation from horizontal unbundling pursuant to Article 69(2) of Directive 2024/1788. ACER merely notes that according to Article 69(4) of Directive 2024/1788, at least every seven years after granting a derogation pursuant to Article 69(2), or upon a reasoned request by the Commission, URE shall publish an assessment of the impact of the derogation on transparency, cross subsidies, network tariffs and cross-border trade.

54. It should also be noted that the derogation, unlike the draft certification decision, is limited in time until 30 June 2039. Upon the expiry of the derogation, an extension thereof may be required. In the absence of such an extension, a reassessment of the certification decision will be necessary in order to determine whether the conditions for GAZ-SYSTEM’s certification continue to be fulfilled.

5.3. Unbundling of accounts for hydrogen network operators, Article 70 of Directive 2024/1788

55. According to Article 70 of Directive 2024/1788, Member States shall ensure that the accounts of hydrogen network operators are kept in accordance with Article 75 of Directive 2024/1788.

56. ACER notes that GAZ-SYSTEM remains subject to the obligation of accounting unbundling pursuant to Articles 70 and 75 of Directive 2024/1788. Incompliance with the requirements of account unbundling may fail to comply with Articles 5 and 17 of Regulation 2024/1789, as it creates risk of cross-subsidisation between the gas and hydrogen transmission networks due to the absence of horizontal unbundling. Separating accounts is necessary to ensure that tariffs reflect the actual costs incurred for the operation of gas and hydrogen networks separately thereby preventing distortions in the pricing of gas and hydrogen, respectively. URE should assess, in its final decision, whether compliance with the corresponding requirements is ensured with regard to hydrogen transport activities.

6. Conclusions

57. The points raised above may warrant careful and regular monitoring in practice. ACER, having regard to these considerations, concludes that GAZ-SYSTEM meets the requirements of the ownership unbundling model under Directive 2024/1788 and is therefore eligible for certification. The considerations set out above, in particular, are summarized as follows:

58. The Government Plenipotentiary’s reliance on the Ministry for Energy’s administrative and budgetary resources may create a context in which at least indirect influence by the Ministry or Minister for Energy cannot be entirely excluded. However, this is unlikely to affect the fulfilment of the requirements under Article 60(5), since, at present, the Minister for Energy does not exercise any rights of the State Treasury with regard to companies trading in, or manufacturing, or generating (producing) gaseous fuels, hydrogen or electricity.

59. The Minister of Assets’ special oversight powers over companies operating critical infrastructure, including GAZ-SYSTEM, could warrant careful attention in terms of GAZ-SYSTEM’s A C E R O P I N I O N N O 0 3 / 2 0 2 6 Management Board’s autonomy. Consideration could be given to entrusting the supervision and exercise of these powers to a third entity not involved in the State Treasury’s interests in companies trading, producing, or generating gaseous fuels, hydrogen, or electricity.

60. While PEJ’s current project development activities do not raise unbundling concerns, the future operation of a nuclear power plant could affect compliance with Articles 68(1) and 60 of Directive 2024/1788. It must be ensured that oversight of GAZ-SYSTEM continues to be exercised by a person or entity who does not exercise any control or right over an undertaking performing any of the functions of production or supply.

61. ACER supports URE’s intention to request annual declarations of the management board and supervisory board members regarding their compliance with the independence criteria laid down in Article 60(d). This monitoring should, however, also cover compliance with the criteria set out in Article 60(c).

62. GAZ-SYSTEM remains subject to the obligation of accounting unbundling pursuant to Articles 70 and 75 of Directive 2024/1788. URE should assess, in its final decision, whether compliance with the corresponding requirements is ensured with regard to hydrogen transport activities. This Opinion is addressed to the European Commission. Done at Ljubljana, on 24 February 2026. — SIGNED — V. ZULEGER, ACER Director ad interim