Elia Group NV/SA — AGM Information 2011

Apr 8, 2011

PLEASE RETURN A COPY TO THE COMPANY BY REGISTERED LETTER OR BY CARRIER WITH ACKNOWLEDGEMENT OF RECEIPT, IT BEING UNDERSTOOD THAT IT HAS TO REACH THE REGISTERED OFFICE OF THE COMPANY AT THE LATEST ON THURSDAY 5 MAY 2011.

PLEASE NOTE THAT THE REGISTRATION FORMALITIES MENTIONED IN THE CONVOCATION MUST ALSO BE FULFILLED.

Elia System Operator SA/NV

For the attention of Mr. Bert Maes, Investor Relations

Boulevard de l'Empereur 20

B-1000 Brussels, Belgium

Voting Form regarding the Ordinary General Meeting

The undersigned1 :	……………………………………………………………………………………. …… ,
SA/NV (the "company"),	owner of ……………………………… shares in the limited liability company Elia System Operator
	wishes to vote by letter at the Ordinary General Meeting of:
	Elia System Operator SA/NV
to be held on	10 May 2011,
at	10.00 a.m. (Belgian time),
at	Boulevard de l'Empereur 20, B-1000 Brussels, Belgium

(hereafter the "Ordinary General Meeting"),

and declares to vote as follows regarding the proposed resolutions2 , which are included in the agenda of the Ordinary General Meeting:

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;

¹ TO BE COMPLETED:

² Mark where appropriate

^- for natural persons: name and full address;

^- for legal persons: name, legal form and registered office, as well as the names and functions of the natural persons, which validly sign the voting form in the name of the legal person.

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.

FOR	AGAINST	ABSTENTION
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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.

FOR	AGAINST	ABSTENTION
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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.

FOR	AGAINST	ABSTENTION
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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 non-independent 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.

FOR	AGAINST	ABSTENTION
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2. 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.

FOR	AGAINST	ABSTENTION
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1. Annual report of the Board of Directors on the annual accounts for the financial year ended 31 December 2010;

2. Report of the statutory auditors on the annual accounts for the financial year ended 31 December 2010;

3. 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.

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1. Annual report of the Board of Directors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010;

2. Report of the statutory auditors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010;

3. Discussion of the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010;

4. 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.

FOR	AGAINST	ABSTENTION

$10.$ Miscellaneous.

Done at:

On:

(signature)