Elia Group NV/SA — AGM Information 2013

Apr 19, 2013

Elia System Operator Public limited liability company ("société anonyme/naamloze vennootschap") Boulevard de l'Empereur 20 B-1000 Brussels, Belgium Enterprise number no. 0476.388.378 (Brussels)

(the "company")

CONVOCATION OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The shareholders and bondholders are hereby invited to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of the company that will be held on Tuesday, 21 May 2013, at the registered office of the company, Boulevard de l'Empereur 20, 1000 Brussels, Belgium.

The Ordinary General Meeting of Shareholders will be held at 10.00 a.m.

The agenda of the Ordinary General Meeting of Shareholders is as follows:

• 1. Notification of the resignation of Leen Van den Neste as non-independent director;
• 1. Final appointment of Cécile Flandre as non-independent director upon proposal by the holders of class C shares;

Proposed resolution: the Ordinary General Meeting of Shareholders resolves in accordance with section 519 of the Belgian Companies Code to finally appoint Cécile Flandre, who was co-opted by the Board of Directors on 28 February 2013, as a non-independent director of the company (upon proposal by the holders of class C shares) for a term of four years. This term starts today and will end immediately after the Ordinary General Meeting of Shareholders of 2017, with respect to the financial year ended 31 December 2016.

The Ordinary General Meeting of Shareholders resolves that the office of Cécile Flandre will be remunerated on the same basis as those of the other directors.

• 1. Annual report of the Board of Directors on the annual accounts for the financial year ended 31 December 2012;
• 1. Report of the statutory auditors on the annual accounts for the financial year ended 31 December 2012;

• Approval of the annual accounts for the financial year ended 31 December 2012, including allocation of the result;

Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the annual accounts for the financial year ended 31 December 2012, including allocation of the result.

1. Approval of the remuneration report for the financial year ended 31 December 2012;

Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the remuneration report for the financial year ended 31 December 2012.

• 1. Annual report of the Board of Directors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2012;
• 1. Report of the statutory auditors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2012;
• 1. Discussion of the consolidated annual accounts (IFRS) for the financial year ended 31 December 2012;
• 1. Discharge in favour of the directors and the statutory auditors;

Proposed resolution: the Ordinary General Meeting of Shareholders resolves to grant discharge to the directors and to the statutory auditors for the performance of their duties during the financial year ended 31 December 2012.

1. Miscellaneous.

Immediately after the Ordinary General Meeting of Shareholders, an Extraordinary General Meeting of Shareholders will be held.

The Extraordinary General Meeting of Shareholders will be able to validly deliberate and decide only if the attendees represent at least half of the registered capital. Should this condition not be fulfilled, a second Extraordinary General Meeting of Shareholders will be called for Tuesday, 25 June 2013, at 10.00 a.m., which meeting will validly deliberate and decide irrespective of the portion of the capital represented by the shareholders attending the meeting.

The agenda of the Extraordinary General Meeting of Shareholders is as follows:

1. Amendment to the Dutch version of article 3.3 of the articles of association;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves to replace the word "responsibility" in the Dutch version of article 3.3 of the articles of association with the word "control".

1. Insertion of a new article 4.4 in the articles of association and, as a result of this, renumbering of the present articles 4.4, 4.5 and 4.6 of the articles of association;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves (i) to add a new article 4.4 to the articles of association, worded as follows: "4.4 A holder of Shares may not directly or indirectly exercise control or directly, or indirectly through a subsidiary undertaking, exercise any right over the company, and at the same time directly or indirectly exercise control over an undertaking performing any of the functions of generation or supply of electricity and/or natural gas.

A holder of Shares may not directly or indirectly exercise control or directly, or indirectly through a subsidiary undertaking, exercise any right over an undertaking performing any of the functions of generation or supply of electricity and/or natural gas, and at the same time directly or indirectly exercise control over the company.

A holder of Shares that is entitled to appoint members of the board of directors or bodies legally representing the company may not directly or indirectly exercise control or directly, or indirectly through a subsidiary undertaking, exercise any right over an undertaking performing any of the functions of generation or supply of electricity and/or natural gas." and, as a result of this, (ii) to renumber the present articles 4.4, 4.5 and 4.6 as articles 4.5, 4.6 and 4.7 of the articles of association.

1. Amendment to article 4.6 of the articles of association;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves to insert in article 4.6 of the articles of association, which is renumbered as article 4.7, a new fifth point with the following text: "▪ "any right" includes (i) the power to exercise voting rights, (ii) the power to appoint members of the supervisory board, the board of directors or bodies legally representing the undertaking or (iii) the holding of a majority share."

1. Amendment to article 10 of the articles of association;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves to insert in article 10 of the articles of association a second paragraph with the following text: "Together with the notification referred to in the first paragraph, the holder of securities from which the notification emanates confirms in writing to the company that he/she/it observes the unbundling requirements contained in article 4.4."

1. Amendment to article 13.1 of the articles of association;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves (i) to insert the following sentence after the last sentence of the second paragraph of article 13.1 of the articles of association: "Nor may the members of the board of directors carry on any other function or activity, whether remunerated or not, in favour of an undertaking falling under the preceding sentence." and (ii) to insert in article 13.1 of the articles of association a new third paragraph with the following text: "If a member of the board of directors also takes up a new office as a member of the supervisory board, the board of directors or bodies legally representing an undertaking that directly or indirectly exercises control over a producer and/or supplier of electricity, the director concerned gives notice thereof to the corporate governance committee, which examines and reports on this in accordance with article 14.1, 7°."

1. Amendment to article 13.5.1 of the articles of association in replacement of the reference to article 4.5 of the articles of association;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves to replace the reference in article 13.5.1 of the articles of association to "article 4.5", which is renumbered as article 4.6, with a reference to "article 4.6".

1. Amendment to article 14.1 of the articles of association;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves (i) to replace point 5° of article 14.1 of the articles of association with the following text: "without prejudice to the powers of the federal and/or regional regulator(s) for the electricity market to ensure that the provisions of statute, regulation or order with respect to the management of the electricity networks are applied within the company and to evaluate the effectiveness thereof in respect of the requirements of independence and impartiality of the management of said networks and to ensure that articles 4.4 and 13.1, second and third paragraphs, are complied with. A report in this respect is submitted annually to the board of directors and the federal and/or regional regulator(s) for the electricity market;" and (ii) to insert in article 14.1 of the articles of association the new points 7° and 8° with the following text:

"7° after notification from a director, to examine the conformity with article 9(1)(b), (c) and (d) of Directive 2009/72/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in electricity and repealing directive 2003/54/EC of the membership of a director of the supervisory board, the board of directors or bodies legally representing an undertaking that directly or indirectly exercises control over a producer and/or supplier of electricity and to report on this to the board of directors. In carrying out such examination, the corporate governance committee takes into account the role and influence of the director concerned within the relevant undertaking and the degree of control or influence of the relevant undertaking over its subsidiary undertaking. The corporate governance committee also examines whether, in the exercise of the duties of the director in question within the company, a possibility or reason exists to favour certain interests of producers or suppliers concerning the access to and investments in the networks to the detriment of other grid users;

8° prior to any appointment of a director, regardless of whether what is concerned is the appointment of a new director or the re-election of an existing director, to examine whether the candidate director observes the incompatibilities contained in these articles of association. To that end, each candidate director must provide the corporate governance committee with a list of (i) the offices he holds on the board of directors, the supervisory board or any other body of legal persons other than the company and (ii) each other function or activity he carries on, whether remunerated or not, in favour of an undertaking performing any of the following functions: generation or supply of electricity."

1. Renewal of the power, laid down in article 37 of the articles of association, in favour of the Board of Directors concerning the acquisition by the company of own shares in the event of an imminent and serious disadvantage, for a period of three years;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves to replace the words "the extraordinary general meeting held on 26 October 2011" in article 37 of the articles of association with the words "the extraordinary general meeting held on 21 May 2013".

1. Amendments to articles in view of their linguistic correction;

Proposed resolution: the Extraordinary General Meeting of Shareholders resolves to replace (i) the word "subsidiary companies" in the Dutch version of article 3.3 of the articles of association with the word "subsidiary undertakings", (ii) the word "subsidiary company" in the Dutch version of article 4.6, third point, which is renumbered as article 4.7, third point, and article 13.2, eleventh point, of the articles of association with the word "subsidiary undertaking", (iii) the words "any of its subsidiary undertakings" in the Dutch version of article 13.2, first point, of the articles of association with the words "one of its subsidiary undertakings", (iv) the words "except for two (2)" in article 13.1, first and eleventh points, of the articles of association with the words "except for (a maximum of) two (2)", (v) the words "the current or former statutory auditor" in article 13.2, seventh point, of the articles of association with the words "one of the current of former statutory auditors", (vi) the words "any of the subsidiary undertakings" in the Dutch version of article 13.2, tenth point, of the articles of association with the words "one of its subsidiary undertakings", (vii) the words "any of their Affiliated undertakings" in the Dutch version of article 13.2, twelfth point, of the articles of association with the words "one of their Affiliated undertakings", (viii) the word "delay" in the French version of article 14.1, 3°, of the articles of association with the word "report", (ix) the words "of its subsidiary company" in article 17.7 of the articles of association with the words "of one of its subsidiary undertakings" and (x) the words "Each shareholder, bondholder, director, statutory auditor, business manager, liquidator" in article 36 of the articles of association with the words "Each shareholder, bondholder, director, statutory auditor, member of the management committee or liquidator".

1. Miscellaneous.

PRACTICAL PROVISIONS

In accordance with section 536, §2, of the Belgian Companies Code and in application of article 27 of the articles of association, the shareholders and bondholders are admitted to the Ordinary General Meeting of Shareholders and to the Extraordinary General Meeting of Shareholders and can, as the case may be, exercise their voting rights there (it being understood that, in accordance with section 537 of the Belgian Companies Code, bondholders can only attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders with consultative voting rights) if the company can determine, on the basis of the evidence obtained in accordance with the procedure set out below, that, on Tuesday, 7 May 2013, at 12.00 midnight (Belgian time) (the "Record Date"), they held the numbers of shares and bonds in respect of which they intend to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders, irrespective of the number of shares or bonds which they hold on the date of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.

In order to be able to participate and, as the case may be, vote at the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders, the shareholders and bondholders must comply with the following formalities:

- For holders of registered shares and bonds:

Holders of registered shares or bonds must in accordance with article 27 of the articles of association notify the company by letter, fax or e-mail no later than Wednesday, 15 May 2013, the number of shares or bonds in respect of which they intend to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.

Possession of the said shares or bonds by the share- or bondholders concerned on the Record Date will be verified by the company on the basis of their entry in the share register or bond register of the company.

- For holders of bearer shares and bonds:

Holders of printed shares or bonds must physically deposit the number of shares or bonds which they wish to be recorded, and in respect of which they wish to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders, at a Belgian branch office of ING Belgium NV/SA (centralizing bank), no later than the Record Date (i.e. Tuesday, 7 May 2013).

The branch office in question will then issue a certificate confirming the number of shares or bonds that were deposited at the branch office on the Record Date and in respect of which the shareholder or bondholder has indicated its desire to participate at the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.

This certificate must be sent to the company by letter, fax or e-mail, it being understood that, in accordance with article 27 of the articles of association, the certificate must reach the registered office of the company by Wednesday, 15 May 2013.

- For holders of dematerialized shares and bonds:

Holders of shares or bonds held on a securities account must demonstrate possession of the number of dematerialized shares or bonds 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, confirming the number of shares or bonds registered in the name of the shareholder or the bondholder on the Record Date (i.e. on Tuesday, 7 May 2013, at 12.00 midnight (Belgian time)), and in respect of which the shareholder or bondholder has indicated its desire to participate at the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.

The certificate that is issued by the recognized account holder or by the clearing agency must be sent to the company by letter, fax or e-mail, it being understood that, in accordance with article 27 of the articles of association, the certificate must reach the registered office of the company by Wednesday, 15 May 2013.

PROXY FORMS

Shareholders that wish to be represented in accordance with sections 547 and 547bis of the Belgian Companies Code must, besides fulfilling the aforementioned registration formalities, use the proxy forms drawn up for the Ordinary General Meeting of Shareholders and for the Extraordinary General Meeting of Shareholders.

These proxy forms are at shareholders' disposal at the registered office and on the company's website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu).

The dated and signed proxy forms must be sent to the company by registered letter, fax or e-mail, it being understood that, in accordance with article 24.3 of the articles of association, the forms must reach the registered office of the company by Wednesday, 15 May 2013.

If notification is given by fax or e-mail, the original proxy must subsequently be lodged with the Ordinary General Meeting of Shareholders or the Extraordinary General Meeting of Shareholders.

If one or more shareholders holding alone or together three per cent (3%) of the share capital of the company should exercise its/their right in accordance with section 533ter of the Belgian Companies Code to add one or more items to the agenda of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders and to file proposed resolutions relating to items already on or to be added to the agenda, the company will make adjusted proxy forms available on its website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu). More detailed information on this can be found on the company's website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu).

FORMS TO VOTE BY LETTER

Shareholders that so wish may, in accordance with section 550 of the Belgian Companies Code, vote by letter on the proposed resolutions which are included on the agenda of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders. Shareholders wishing to vote by letter, must, in addition to fulfilling the aforementioned registration formalities, use the forms drawn up for the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.

These forms to vote by letter are at shareholders' disposal at the registered office and on the company's website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu).

The dated and signed forms to vote by letter must be sent to the company by registered letter, fax or e-mail, it being understood that, in accordance with article 28.3 of the articles of association, the forms must reach the registered office of the company by Wednesday, 15 May 2013.

If notification is given by fax or e-mail, the original form must subsequently be lodged with the Ordinary General Meeting of Shareholders or the Extraordinary General Meeting of Shareholders.

If one or more shareholders holding alone or together three per cent (3%) of the share capital of the company should exercise its/their right in accordance with section 533ter of the Belgian Companies Code to add one or more items to the agenda of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders and to file proposed resolutions relating to items already on or to be added to the agenda, the company will make forms to vote by letter available on its website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu). More detailed information on this can be found on the company's website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu).

THE RIGHT TO ADD AGENDA ITEMS AND FILE PROPOSED RESOLUTIONS

One or more shareholders holding alone or together three per cent (3%) of the share capital of the company can, in accordance with section 533ter of the Belgian Companies Code and article 26.1, second paragraph, of the articles of association, request the company in writing to add one or more items to the agenda of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders, and to include proposed resolutions relating to items already on or to be added to the agenda.

The company must receive the aforementioned written requests by registered letter or e-mail no later than Monday, 29 April 2013, at 4.00 p.m. (Belgian time).

In any such case, the company will publish the revised agenda of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders by Monday, 6 May 2013.

More detailed information on this can be found on the company's website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu).

THE RIGHT TO ASK QUESTIONS

The shareholders and bondholders may, in accordance with section 540 of the Belgian Companies Code and article 24.1, last paragraph, of the articles of association, before the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders send the company by registered letter or e-mail, their questions with regard to the reports by the Board of Directors and the statutory auditors, as well as with regard to other items on the agenda of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.

The company must receive these written questions by registered letter or e-mail by Wednesday, 15 May 2013.

More detailed information about how to exercise this right to ask written questions can be found on the company's website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu).

AVAILABLE DOCUMENTS

The annual accounts and consolidated annual accounts (IFRS) of the company for the financial year ended 31 December 2012 as well as the reports by the Board of Directors (including the remuneration report for the financial year ended 31 December 2012) and by the statutory auditors on the annual accounts and the consolidated annual accounts (IFRS) can be consulted on the company's website under "Investor Relations" - "Shareholders' meeting" (www.eliagroup.eu) and are available at the company's registered office.

NOTIFICATIONS TO THE COMPANY

All notifications to the company by virtue of this notice must be submitted to the company's postal or e-mail address or fax number, as follows:

• Address: Elia System Operator SA

For the attention of Gregory Pattou General Counsel Boulevard de l'Empereur 20 B-1000 Brussels Belgium

• Fax number: +32 2 546 71 60 for the attention of Gregory Pattou
• E-mail address: gregory.pattou@elia.be

The Board of Directors