Elia Group NV/SA — AGM Information 2011

Apr 8, 2011

Elia System Operator Limited liability company Boulevard de l'Empereur 20 B-1000 Brussels, Belgium Enterprise number n° 0476.388.378 (Brussels)

(the "company")

CONVOCATION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

The shareholders and bondholders are hereby invited to attend the Ordinary General Meeting of Shareholders of the company, which will be held on Tuesday 10 May 2011 at 10.00 a.m. (Belgian time) at the registered office of the company, Boulevard de l'Empereur 20, B-1000 Brussels, Belgium.

The agenda of the Ordinary General Meeting is as follows:

• 1. Appointment of directors.
• 1.1 Confirmation of appointment of an independent director and a non-independent director upon proposal of the holders of class C shares in accordance with article 519 of the Belgian Company Code;
  • a) Confirmation of appointment of an independent director.

Proposed resolution: The Ordinary General Meeting decides in accordance with article 519 of the Belgian Company Code to confirm the appointment of Mrs. Miriam Maes, appointed by cooptation by the Board of Directors on 13 January 2011, as independent director of the company for a term which will end immediately after the present Ordinary General Meeting.

b) Confirmation of appointment of a non-independent director upon proposal of the holders of class C shares.

Proposed resolution: The Ordinary General Meeting decides in accordance with article 519 of the Belgian Company Code to confirm the appointment of Mr. Steve Stevaert, appointed by cooptation by the Board of Directors on 13 January 2011, as non-independent director of the company (upon proposal of the holders of class C shares) for a term which will end immediately after the present Ordinary General Meeting.

1.2 Appointment of seven independent directors.

Proposed resolution: Given the fact that the mandates of the current independent directors of the company expire following the present Ordinary General Meeting, the Ordinary General Meeting decides to reappoint Mr. Luc Van Nevel, Mr. Thierry Willemarck, Mr. Clement De Meersman, Mr. Jacques de Smet, Mr. Jean-Marie Laurent Josi, Mrs. Jane Murphy and Mrs. Miriam Maes as independent directors of the company, for a term of six years. This term starts today and will end immediately after the Ordinary General Meeting of 2017, with respect to the financial year ended 31 December 2016.

The Ordinary General Meeting takes note of the fact that aforementioned directors fulfil the conditions of independence as described in article 526ter of the Belgian Company Code.

The Ordinary General Meeting decides that their mandate will be remunerated on the same basis as before their reappointment.

1.3 Appointment of seven non-independent directors upon proposal of the holders of class C shares.

Proposed resolution: Given the fact that the mandates of the current nonindependent directors of the company expire following the present Ordinary General Meeting, the Ordinary General Meeting decides to reappoint Mr. Francis Vermeiren, Mrs. Jennifer Debatisse, Mr. Johan De Roo, Mr. Claude Grégoire, Mrs. Dominique Offergeld, Mrs. Leen Van den Neste and Mr. Steve Stevaert as non-independent directors of the company (upon proposal of the holders of class C shares), for a term of six years. This term starts today and will end immediately after the Ordinary General Meeting of 2017, with respect to the financial year ended 31 December 2016.

The Ordinary General Meeting decides that their mandate will be remunerated on the same basis as before their reappointment.

1. Appointment of statutory auditors.

Proposed resolution: Given the fact that the mandates of the current statutory auditors of the company expire following the present Ordinary General Meeting, the Ordinary General Meeting decides, upon proposal of the works council of the company, to reappoint Ernst & Young Bedrijfsrevisoren BCV (represented by Mr. Van Dooren) and Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren BCV (represented by Mr. Palm) as statutory auditors of the company, for a term of three years. This term starts today and will end immediately after the Ordinary General Meeting of 2014, with respect to the financial year ended 31 December 2013.

The Ordinary General Meeting decides to determine the annual remuneration of the joint statutory auditors at 90.000 EUR, to be adjusted annually with the cost of living index.

The proposed resolution is made provided that the CREG renders an unanimous opinion.

• 1. Annual report of the Board of Directors on the annual accounts for the financial year ended 31 December 2010.
• 1. Report of the statutory auditors on the annual accounts for the financial year ended 31 December 2010.
• 1. Approval of the annual accounts for the financial year ended 31 December 2010, including the allocation of result.

Proposed resolution: The Ordinary General Meeting decides to approve the annual accounts for the financial year ended 31 December 2010, including the allocation of result.

• 1. Annual report of the Board of Directors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010.
• 1. Report of the statutory auditors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010.
• 1. Discussion of the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010.
• 1. Discharge of the directors and the statutory auditors.

Proposed resolution: The Ordinary General Meeting decides to grant discharge to the directors and to the statutory auditors for the execution of their mandate during the financial year ended 31 December 2010.

1. Miscellaneous.

PRACTICAL PROVISIONS

In accordance with article 536 of the Belgian Company Code and in application of article 27 of the articles of association, the shareholders and bondholders are admitted to the Ordinary General Meeting and can, as the case may be, exercise their voting right (it being understood that, in accordance with article 537 of the Belgian Company Code, the bondholders can only attend the Ordinary General Meeting with consultative voting rights) if the company can determine, based on obtained evidence following the procedure as described hereafter, that, on Monday 2 May 2011 at 12.00 p.m. Belgian time (the "Record Date"), they did hold the number of shares and bonds in respect of which they intend to attend the Ordinary General Meeting.

In order to be able to demonstrate to the company the number of shares and bonds they hold at the Record Date, the shareholders and bondholders must proceed as follows:

For the registered shareholders or bondholders:

They must communicate to the company, at the latest on Thursday 5 May 2011, the number of shares or bonds in respect of which they intend to attend the Ordinary General Meeting and this either by fax to the attention of Mr Bert Maes (+32 2 546 71 30), or by e-mail (bert.maes@elia.be).

Possession of the shares or bonds on the Record Date will be certified by the company by the inscription in the book of recorded shares and bonds.

For holders of bearer shares or bonds:

The holders of printed shares or bonds must physically deposit the number of shares or bonds which they wish to be recorded on the Record Date at a Belgian branch office of ING Belgium NV/SA (centralizing bank), and this at the latest on the Record Date. Possession of the shares and bonds on the Record Date will be established on the basis of the confirmation of the deposit, which will be sent to the company by ING Belgium NV/SA. The deposited shares or bonds are available again for the shareholders and bondholders when the branch offices open on Tuesday 3 May 2011.

For holders of dematerialized shares or bonds:

The holders of shares or bonds held in a securities account must communicate to a Belgian branch office of ING Belgium NV/SA the number of shares or bonds (held by them at the Record Date) in respect of which they wish to attend the Ordinary General Meeting, and this at the latest on Thursday 5 May 2011 at 4.00 p.m. Belgian time. Possession of the number of shares or bonds at the Record Date must be demonstrated by means of a certificate issued by a recognized account holder with the clearing agency for the shares or bonds of the company, or by means of a certificate issued by the clearing agency itself, which confirms the number of shares or bonds registered in the name of the shareholder or the bondholder at the Record Date (i.e. on Monday 2 May 2011 at 12.00 p.m. Belgian time).

Proxy forms:

Shareholders that wish to be represented must, besides the fulfilment of the aforementioned registration formalities, use the proxy forms drawn up by the Board of Directors for the Ordinary General Meeting. These proxy forms are at the shareholders' disposal at the registered office and on the website of the company (www.elia.be).

In accordance with article 24.3 of the articles of association, the signed proxies need to be deposited at the registered office of the company at the latest on Thursday 5 May 2011.

Voting forms:

Shareholders that wish so, can vote by letter on the proposed resolutions which are included in the agenda. The shareholders that wish to vote by letter, must, besides the fulfilment of the aforementioned registration formalities, use the voting forms drawn up by the Board of Directors for the Ordinary General Meeting. These voting forms are at the shareholders' disposal at the registered office and on the website of the company (www.elia.be).

In accordance with article 28.3 of the articles of association, the dated and signed voting forms need to be sent to the company by registered letter or by carrier with acknowledgement of receipt, it being understood that they need to reach the registered office of the company at the latest on Thursday 5 May 2011.

Available documents:

The annual accounts and consolidated annual accounts (IFRS) for the financial year ended on 31 December 2010, as well as the reports of the Board of Directors and the statutory auditors of the company, can be consulted on the company's website (www.elia.be) as from fifteen days before the Ordinary General Meeting and, as from that moment, are available at the company's registered office.

The Board of Directors