Elia Group NV/SA — AGM Information 2019

Oct 8, 2019

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

THIS CONVOCATION MEMORANDUM IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

Elia System Operator SA/NV

incorporated with limited liability (naamloze vennootschap/société anonyme) in the Kingdom of Belgium Enterprise number 0476.388.378 – RPR Brussels

(the Existing Issuer or Elia Group)

CONVOCATION MEMORANDUM TO SEPARATE GENERAL MEETINGS OF NOTEHOLDERS

The board of directors of the Existing Issuer has the honour to invite the holders of each Series of the Notes listed below (each a Series and together the Notes) to attend separate general meetings of such Noteholders to be held on 30 October 2019 at the offices of the Existing Issuer at Keizerslaan 20, Brussels 1000, Belgium (each a Meeting and together the Meetings) in order to deliberate and decide on the resolution (in respect of each Series, the Extraordinary Resolution) described in paragraph 3 below in the context of the proposed substitution of Elia Transmission Belgium SA/NV (the New Issuer or Elia Transmission Belgium) on the Issuer Substitution Date (as defined herein) in place of the Existing Issuer as issuer and principal debtor in respect of the relevant Series (with the Existing Issuer initially becoming a guarantor of the Notes of each relevant Series in the circumstances and on the terms described herein).

The initial Meeting (in respect of the 2024 Notes (as defined below)) will commence at 11.00 a.m. (Central European Time) with subsequent Meetings in respect of each other Series (in the order each Series is listed below) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later). In this Convocation Memorandum, unless a contrary indication appears, terms used in the terms and conditions of the Notes of each Series (in respect of each Series, the Conditions) or the relevant Extraordinary Resolution, as applicable, have the same meaning and construction.

Description of the Notes	ISIN / Common Code	Outstanding nominal amount
€500,000,000 1.375 per cent. Fixed Rate Notes due 27 May 2024 (the 2024 Notes)	BE0002239086 / 1321648905	€500,000,000
€500,000,000 1.375 per cent. Fixed Rate Notes due 14 January 2026 (the 2026 Notes)	BE0002629104 / 193513832	€500,000,000
€250,000,000 1.375 per cent. Fixed Rate Notes due 7 April 2027 (the 2027 Notes)	BE0002276450 / 159337642	€250,000,000
€550,000,000 3.25 per cent. Fixed Rate Notes due 4 April 2028 (the 2028 Notes)	BE0002432079 / 091170175	€550,000,000
€350,000,000 3 per cent. Fixed Rate Notes due 7 April 2029 (the 2029 Notes)	BE0002466416 / 105416385	€350,000,000
€200,000,000 3.5 per cent. Fixed Rate Notes due 4 April 2033 (the 2033 Notes)	BE0002433085 / 091205793	€200,000,000

1. BACKGROUND TO THE PROPOSALS

The Existing Issuer has convened the Meetings for the purpose of Noteholders considering and, if thought fit, passing the relevant Extraordinary Resolution proposed by the Existing Issuer in relation to the Notes of the relevant Series (each a Proposal and together the Proposals), with any implementation of that Extraordinary Resolution being subject to satisfaction of the conditions (together the Consent Conditions) described in paragraph 5 of that Extraordinary Resolution.

1 Background information

1.1 Objectives of the internal reorganisation

Elia Group has decided to implement an internal reorganisation aimed at ring-fencing its regulated activities in Belgium, namely the ownership and operation of the high and very high voltage electricity transmission system in Belgium (including its stake in Nemo Link¹ ), including the indebtedness raised for this purpose (the Belgian regulated activities) from its unregulated activities and its regulated activities carried out outside Belgium (the unregulated activities and regulated activities carried out abroad), including the related underlying fund flows and indebtedness (see Section 2.2.2).

The Reorganisation will allow the Group to further implement its investment strategy, in particular following the application of the new tariff methodology as of 2020.

The new tariff methodology for 2020-2023 provides, amongst others things, that the financing of unregulated activities² of Elia Group is valued at conditions equivalent to financing that would be fully covered by equity capital. By achieving a ring-fencing of the Belgian regulated activities from the unregulated activities and regulated activities carried out abroad, the Reorganisation will avoid the risk of cross-subsidy between, on the one hand, Belgian regulated activities and, on the other hand, unregulated activities and regulated activities carried out abroad and, as a result, prevent any adverse financial impact of the new tariff methodology on investments in unregulated activities and regulated activities carried out abroad as of 2020.

Hence, the Reorganisation will provide the Group with a suitable framework for future investments in both Belgian regulated activities as well as unregulated activities and regulated activities carried out abroad, in line with its strategy.

As part of its Belgian regulated activities, the Group plans to invest EUR 2.2 billion in the Belgian regulated entity over the next five years. In Belgium, organic growth will come from the development of the 30kV to 380kV transmission systems, with a view mainly to accommodate the growth of renewable energies (e. g. the Modular Offshore Grid project), to increase interconnections and to carry out a renewal of part of the existing infrastructure at the end of its technical life.

The Nemo Link interconnection, linking the Belgian and British transmission systems and the Alegro interconnection, linking Belgium to Germany for the first time, are crucial for the integration of the European power system and the development of the Group.

As part of its regulated activities outside Belgium, the Group plans to invest EUR 3.4 billion in Germany over the next five years. In Germany, the ongoing energy transition (Energiewende), also supported by the increase in the renewable energy production targets (from 55% to 65%) set by the new German government by 2030, will encourage additional investments by 50 Hertz.

These investment plans of the two transmission system operators of the Group will enable the Group to achieve its objective of successfully integrating the national electricity systems in Europe, so as to integrate ever-increasing volumes of renewable energy production and to further develop European interconnections.

The Group's ambition is to become the leader in the energy sector in the countries where it operates and the leading transmission system operator in Europe.

The development of the Group through the possible acquisition of other transmission system operator activities in Europe, if this should occur, will also be facilitated by the implementation of the Reorganisation.

1.2 Implications of internal reorganisation

The Reorganisation involves transforming Elia Group, the current transmission system operator (TSO), into a holding company listed on the stock exchange. This holding company will hold stakes in various subsidiaries, including a new subsidiary that will take over the Belgian regulated activities, Elia Transmission Belgium, but also in other subsidiaries such as Eurogrid International (comprising the activities of 50Hertz, the German

¹ Under Article 9bis of the Law of 29 April 1999 on the organisation of the electricity market, the system operator must own, directly or indirectly, at least half of the capital and voting rights attached to the securities issued by a subsidiary responsible for developing, maintaining and owning the infrastructure and equipment forming part of an offshore interconnection (i e. Nemo Link Ltd.).

² The tariff methodology defines unregulated activities as unregulated if they are regulated abroad or if they are not regulated.

TSO) or Elia Grid International (EGI), the Group's consultancy branch. Elia Transmission Belgium, the entity taking over the Belgian regulated activities, will then be designated as the Belgian TSO at federal and regional level.

Elia Group is working towards carrying out this Reorganisation, including obtaining the effective designations of Elia Transmission Belgium as TSO at federal and regional level, by 31 December 2019. The Reorganisation is scheduled to take effect as from 31 December 2019 just prior to midnight (see Section 2.2.2). If the formal decisions by the competent authorities to designate Elia Transmission Belgium as the national TSO and regional (local) TSO in each of the Regions would not have been obtained and would not have been effective on that date, a temporary contractual framework could be put in place between Elia Group and Elia Transmission Belgium to enable the latter to operate the national and regional (local) transmission systems as a subcontractor³ , as soon as the regulated activities have been transferred to it (see Sections 2.2.3 and 4.3, pending such designation).

The following organisational charts represent the structure of the Group before and after the Reorganisation:

- Structure before the Reorganisation

³ It could be envisaged that such subcontracting, based on Article 9bis, §1, 1st paragraph, 1° of the law of 29 April 1999 on the organisation of the electricity market (the Electricity Law), be structured as a "tripartite" silent partnership between ESO, Elia Transmission Belgium and Elia Asset, the three entities acting as one economic unit (as ESO and Elia Asset already do today).

- Structure after the Reorganisation⁴

This Convocation Memorandum contains a general description of the Reorganisation and the conditions for its implementation.

2 Description of the Reorganisation

2.1 Elia Transmission Belgium

Elia Transmission Belgium, the wholly-owned subsidiary of Elia Group to which all Belgian regulated activities will be transferred as part of the Reorganisation and which will be designated as the new TSO at federal and regional level has been incorporated on 31 July 2019 by Elia Group and Publi-T SCRL, in the form of a limited liability company (société anonyme / naamloze vennootschap).

Elia Transmission Belgium's seat is located at Boulevard de l'Empereur 20, 1000 Brussels.

Elia Transmission Belgium will not be listed on the stock exchange, unlike Elia Group.

2.2 Legal steps

2.2.1 Elia Group shareholder approval

The approval by the shareholders' meeting of Elia Group of the transfer by Elia Group of its shares in Elia Asset SA/NV (Elia Asset) to Elia Transmission Belgium, in accordance with Article 17.2 of Elia Group's articles of association, after receiving the opinion of the CREG on the proposed transfer, in accordance with Article 28.2.3 of Elia Group's articles of association. A shareholders' meeting has been convened to that effect to take place on 8 November 2019.

2.2.2 Reorganisation

(a) The transfer by Elia Group of all its shares in Elia Asset to Elia Transmission Belgium through:

⁴ Assuming that Elia Transmission Belgium has obtained all designations as TSO by 31 December 2019. Otherwise, Elia Group will continue to be the TSO during an interim period (see Section 4.3).

(i) on the one hand, a sale by Elia Group of part of its shares in Elia Asset to Elia Transmission Belgium for an amount of EUR 2.092 billion against a vendor loan on the part of Elia Group; and

• (ii) on the other hand, a contribution of the remainder of the shares in Elia Asset to the capital of Elia Transmission Belgium in exchange for shares newly issued by Elia Transmission Belgium for an amount of EUR 1.212 billion.
• (b) The payment by Elia Transmission Belgium of the vendor loan resulting from the purchase of the shares in Elia Asset (step (b)(i)) by taking over the debt related to Elia Group's Belgian regulated activities for an amount equivalent to the sale price of the Elia Asset shares (i.e. EUR 2.092 billion); and
• (c) The contribution by Elia Group of its business division (branche d'activité / bedrijfstak) to Elia Transmission Belgium's capital, which consists of all the assets and liabilities dedicated to its Belgian regulated activities⁵ , excluding the Elia Asset shares which are the subject of a separate transfer (step (b)) and excluding the debt related to the Belgian regulated activities of Elia Group which has been the subject of a separate transfer (see step (b) above). This operation will result in an increase in the capital of Elia Transmission Belgium and the issue of new shares of Elia Transmission Belgium to Elia Group.

Steps (a) to (c) included constitute the "Reorganisation" and are scheduled to be implemented on or about 27 December 2019 and to take effect as from 31 December 2019 just prior to midnight.

2.2.3 TSO designation

The designation of Elia Transmission Belgium as national TSO and regional (local) TSO in each of the Regions, replacing Elia Group.

In the event that one or more of the designations referred to in Section 2.2.3 above would become effective after the Issuer Substitution Date, Elia Group will subcontract the operation of the transmission system to Elia Transmission Belgium as part of a "tripartite" silent partnership with Elia Group and Elia Asset, pursuant to Article 9bis, §1, 1st paragraph, 1° of the Electricity Law, during the period between the Issuer Substitution Date (currently expected to be 31 December 2019, just prior to midnight) and the TSO Designation Date⁶ (the Transitional Period). Consequently, the regulated activities would, in such case, be carried out by Elia Transmission Belgium as from the Issuer Substitution Date, either as the designated TSO in its own right or as a subcontractor of the designated TSO during the Transitional Period (and as the designated TSO in its own right as soon as all designations are obtained).

The contemplated timeline is as follows:

⁵ This contribution includes in particular all employees, commercial contracts relating to access to the electricity system, receivables and debts directly related to the said activity. This contribution is fully remunerated in shares newly issued by Elia Transmission Belgium. This contribution constitutes a contribution of a business division (branche d'activité/ bedrijfstak) within the meaning of Article 679 of the Belgian Company Code. ⁶ Assuming that the designations as regional (local) TSO in each of the three Regions will be obtained at the latest and will become effective at the time of designation as national TSO.

2.3 Conditions to the Reorganisation

The Reorganisation will only be carried out if:

• (a) an advance favourable ruling has been obtained from the Office for Advance Tax Rulings⁷ ;
• (b) Elia Transmission Belgium may be eligible for the designation as the TSO at federal level;
• (c) the shareholders' meeting of Elia Group approves the transfer of the Elia Asset shares, in accordance with Articles 17.2 and 28.2.3 of Elia Group's articles of association scheduled for 8 November 2019; and

(d) certain creditors of Elia Group's financing give their consent.

It is currently expected that all these conditions will be met on 31 December 2019 Elia Group may in its sole discretion waive any of these conditions.

However, the completion of the Reorganisation will not be subject to the formal decisions of the competent authorities to designate Elia Transmission Belgium as national TSO and regional (local) TSO in each of the Regions. If, by 31 December 2019, Elia Transmission Belgium has not been formally and effectively designated as national TSO and regional (local) TSO in each of the Regions, the operation of the electricity transmission system could be carried out by Elia Transmission Belgium as a subcontractor within the framework of a "tripartite" silent partnership with Elia Group and Elia Asset, pursuant to Article 9bis, §1,1st paragraph, 1° of the Electricity Law, during the Transitional Period as set out below (see Section 4.3).

3 Financial consequences of the Reorganisation

The transfer of Elia Group's Belgian regulated activities to Elia Transmission Belgium is scheduled to become effective on 31 December 2019 just prior to midnight (see Section 2.2.3).

The section "Unaudited Pro Forma Financial Information" in this Convocation Memorandum gives an unaudited pro forma presentation of the condensed consolidated statement of the financial position of Elia Group and Elia Transmission Belgium as at 30 June 2019, assuming the Reorganisation had been completed on 30 June 2019.

After the Reorganisation, the consolidated financial statements of Elia Group and Elia Transmission Belgium will be prepared in accordance with IFRS accounting standards.

4 Regulatory treatment

4.1 Absence of certification of Elia Transmission Belgium

The CREG confirmed, after notification of the transaction by Elia, that no formal certification procedure as system operator with respect to Elia Transmission Belgium should be initiated as part of the Reorganisation.

4.2 Designation

At federal level, the designation of Elia Transmission Belgium as a TSO will be decided by the Federal Minister of Energy, after consulting with the CREG and deliberating in the Council of Ministers.

⁷ A ruling request has been submitted by ESO to the Belgian Ruling Commission to obtain certain confirmations concerning the tax treatment of the Reorganisation. A favourable ruling was obtained on 18 June 2019. Certain other aspects of the Reorganisation (i.e. the impact on the qualification as a business division due to ESO remaining designated as the national TSO and regional (local) TSO in each of the Regions during the Transitional Period, if applicable (see above), and the tax effectiveness of the accounting retroactivity) will be covered by a separate ruling request, which was submitted on 9 September 2019 to the Ruling Commission. The decision is expected by 31 December 2019.

At regional level, the designation of Elia Transmission Belgium as regional (local) TSO will automatically be obtained in the Walloon Region following the designation as TSO at federal level⁸ ; it will be decided by the VREG⁹ for the Flemish Region and by the Brussels Government for the Brussels Capital Region.

The request for designation has been made, if necessary, to the competent authorities. Since the law does not provide for any specific time limit for obtaining formal designation decisions neither at federal nor at regional level, the moment at which they will be obtained cannot be determined in advance.

In the event that the designation as national TSO¹⁰ would not become effective by 31 December 2019 at midnight, Elia Transmission Belgium could temporarily operate the transmission system as a subcontractor within the framework of a "tripartite" silent partnership with Elia Group and Elia Asset, pursuant to Article 9bis, §1, 1st paragraph, 1° of the Electricity Law, during the Transitional Period, so that it can start operating the transmission system, acting as one economic unit with Elia Asset and Elia Group, the latter remaining the national TSO and regional (local) TSO in each of the Regions during the Transitional Period as defined above (see Section 2.20).

While the Electricity Law provides an explicit legal basis for subcontracting as described in the previous paragraph, the financial arrangements between the three entities during the Transitional Period will have to be detailed in a "tripartite" silent partnership agreement as set out below (see Section 4.3). The tariff methodology provides for the consolidation of the balance sheets of the entities operating the system (currently Elia Group and Elia Asset) for the purpose of calculating the tariffs. Assuming that the CREG accepts the consolidation of the balance sheets of Elia Group and Elia Transmission Belgium for the calculation of the tariffs as from 1 January 2020, any fund flows between Elia Group, Elia Asset and Elia Transmission Belgium during the Transitional Period, in accordance with the "tripartite" silent partnership agreement, would be neutral from a tariff perspective.

When Elia Transmission Belgium's designations as national TSO and regional (local) TSO in each of the Regions become effective, Elia Group will lose its existing designations as national TSO and regional (local) TSO respectively¹¹ and the subcontracting of the system operation will be terminated.

4.3 Subcontracting – "tripartite" silent partnership

As indicated above, if the formal decision to designate Elia Transmission Belgium as national TSO does not become effective before the Issuer Substitution Date, Elia Transmission Belgium could operate the transmission system as a subcontractor within the framework of a "tripartite" silent partnership with Elia Group and Elia Asset, pursuant to Article 9bis, §1, 1st paragraph, 1° of the Electricity Law, during the Transitional Period. Elia Transmission Belgium would then hold, from the moment of the implementation of the Reorganisation, the Belgian regulated activities excluding the formal designations, until the date at which all decisions of the competent authorities designating Elia Transmission Belgium as national TSO and (local) regional TSO in each of the Regions have been obtained and have become effective.

The notion of "subcontracting" in this context refers to the situation in which Elia Transmission Belgium would carry out its operations as a subsidiary of Elia Group, operating as one single economic unit in coordination with the designated TSO (and the asset owner), on the basis of a temporary contractual framework. To this end, it is envisaged that Elia Group, Elia Transmission Belgium and Elia Asset would enter into a "tripartite" silent partnership agreement detailing the financial and contractual arrangements required among them during the Transitional Period. Amongst other things, this agreement would set out an allocation of resources contributed by each entity to the partnership and a division of tasks and legal representation powers between the three entities¹² (in the same way as the simple silent partnership agreement currently in place between Elia Group and Elia Asset). The purpose of the partnership would be to allow Elia

⁸ The national TSO will automatically be designated as local TSO in Wallonia, without the need for a formal decision by the CWaPE (the "Commission wallonne pour l'Energie", the official regulatory body for the Walloon electricity and gas markets). However, a notification will have to be made.

⁹ The "Vlaamse Regulator van de Elektriciteits- en Gasmarkt", the Flemish regulator of the electricity and gas market.

¹⁰ See footnote 6.

¹¹ Assuming that each decision to designate Elia Transmission Belgium will also stipulate that the current corresponding designation of ESO will end at the time the designation of Elia Transmission Belgium becomes effective.

¹² Which for Elia Transmission Belgium will include entering into all relevant agreements with network users and invoicing them for the network services provided by it, and for which it will act in its own name and for the account of the partnership.

Transmission Belgium as the company holding (together with Elia Asset) all the regulated assets and resources following completion of the Reorganisation, to utilise those assets and resources in order to perform the operation of the transmission system during the Transitional Period, and to allocate the resulting profits and losses among the partners in a way that reflects the economic reality.

Once Elia Transmission Belgium has obtained the formal decisions of designation as TSO at each level, Elia Group would withdraw from the "tripartite" silent partnership agreement, which would then continue to exist as a simple silent partnership between Elia Transmission Belgium and Elia Asset (see Section 5.3).

5 Shareholding and Governance

5.1 Governance of Elia Transmission Belgium

Elia Transmission Belgium's governance structure is a replica of the governance currently in place within Elia Group. As a result, the governance structure of Elia Transmission Belgium complies with the requirements of the Electricity Law and all applicable regional legislation.

The Electricity Law provides for specific governance conditions that will apply to Elia Transmission Belgium at the latest as from its designation as national TSO and will cease to apply to Elia Group as from the same date, including:

• only non-executive directors may be appointed;
• at least half of the directors must be independent and must be appointed partly for their financial management knowledge and partly for their useful technical knowledge;
• the CREG must give a uniform opinion on the independence of the independent directors;
• an audit committee, a remuneration committee and a governance committee must be constituted, all of which must consist of a majority of independent directors;
• an executive committee within the meaning of Article 524bis of the Belgian Company Code must be created;
• the board of directors must consist of at least one-third members of the opposite sex; and
• a linguistic balance must be achieved within the members of the board of directors and within the members of the executive committee.

In addition, pursuant to Article 9bis of the Electricity Law, the board of directors and the executive committee of the TSO must consist of the same members as the board of directors and the executive committee of the subsidiary of the TSO that owns the infrastructure and equipment constituting the transmission system (i.e. Elia Asset).

5.2 Elia Group Governance

As a result of the Reorganisation, Elia Group will become a "standard" company, i.e. not subject to the Electricity Law, and will be officially renamed "Elia Group". Elia Group will remain listed on the stock exchange and therefore subject to the obligations of listed companies, in particular with regard to governance¹³ .

New articles of association of Elia Group will enter into force on the TSO Designation Date.

The main principles that are proposed by the board of directors to the shareholders' meeting of 8 November 2019 are as follows:

¹³ Elia Group will also have to continue to comply with the requirements relating to the certification of the candidate TSO as a fully ownership unbundled (FOU) TSO, as controlling shareholder of Elia Transmission Belgium in Belgium and 50 Hertz Transmission in Germany.

• the board of directors of Elia Group will consist of a minimum of 10 and a maximum of 14 directors, including (i) seven non-independent directors appointed on the proposal of the holders of A and C shares, insofar as the classes A and C shares of the future holding company represent more than 30% of its capital and (ii) a maximum of seven other directors, including at least three independent directors who will be appointed by the shareholders' meeting on the recommendation of the board of directors, after consulting the nomination committee;

• decisions of the board of directors will be taken by a simple majority;
• Elia Group will opt for a one-tier structure. The board of directors will set up a college in charge of day-to-day management;
• the board of directors will set up three advisory committees, namely the audit committee, the remuneration committee and the nomination committee, and may also set up a strategy committee as an additional advisory committee; the (additional) requirements of the Electricity Law concerning advisory committees will therefore not be included in the articles of association. Notwithstanding the Corporate Governance Code, the nomination committee will consist of a majority of nonindependent directors and at least one third of independent directors.

5.3 Silent partnership

A silent partnership agreement currently exists between Elia Group and Elia Asset concerning the operation of Belgian regulated activities. As part of the Reorganisation, a new (simple) silent partnership agreement (stille maatschap / société simple interne) will be concluded between Elia Transmission Belgium and Elia Asset, to ensure compliance with the certification requirements in terms of the ownership of the transmission system held by the TSO.

In addition, if the designation of Elia Transmission Belgium as the national TSO and/or regional (local) TSO in each of the Regions would not have been obtained and become effective by 31 December 2019 at midnight, a "tripartite" silent partnership agreement will be concluded during the Transitional Period. Once Elia Transmission Belgium has been designated as TSO at each level, Elia Group will withdraw from the "tripartite" silent partnership agreement, which will continue to exist as a simple silent partnership between Elia Transmission Belgium and Elia Asset (see Section 4.3 above).

6 Status of funding raised by Elia Group

The indebtedness allocated to the Belgian regulated activities (including the Notes, the regulated bank debt and shareholder loans) for a total nominal amount of EUR 3.155 billion will be transferred to Elia Transmission Belgium, together with the assets related to these activities.

The EUR 300 million 1.50 per cent. senior bonds due 5 September 2028 (the senior bonds) and the EUR 700 million hybrid bonds (the hybrid bonds) (which were issued to acquire an additional 20% stake in Eurogrid International) constitute a debt allocated to unregulated activities and regulated activities carried out abroad and will therefore remain at Elia Group's level.

For the purposes of the Reorganisation, the terms of the various financial arrangements, both Belgian regulated and unregulated, other than hybrid bonds, will have to be modified. For outstanding bonds, a formal process for the solicitation of the bondholders' consent will be organised, with the holding of bondholders' meetings and the obtaining of certain predefined quorums and majorities. Please refer to the relevant Extraordinary Resolution below for an overview of the proposed amendments and waivers to the Notes. The holders of the senior bonds will be requested to waive any rights they would otherwise have as a result of an event of default under 10(f) (Winding-up) and 10(g) (Transmission System Operator) of the terms and conditions of the senior bonds in respect of the Reorganisation. For bank loans and shareholder loans, bilateral negotiations will be initiated with the various creditors.

7 Separate consent exercise announced by the Existing Issuer on or around the date of this Convocation Memorandum in respect of the senior bonds

In connection with the Reorganisation, Elia Group also announced on or about the date of this Convocation Memorandum a separate consent exercise in relation to the senior bonds (as described above) to consent to, among other things, the waiver of certain potential events of default under the terms and conditions of the senior bonds in connection with the Reorganisation. That consent exercise is not the subject of this Convocation Memorandum.

8 Rating

The Existing Issuer expects S&P to affirm the Existing Issuer's issuer credit rating at BBB+ following the implementation of the Reorganisation.

The Existing Issuer expects S&P to affirm the issue ratings on each Series of Notes at BBB+ where the relevant Proposals have been approved and implemented.

The Existing Issuer expects S&P to affirm the current BBB- issue ratings on the hybrid bonds following the implementation of the Reorganisation.

The Existing Issuer does not expect the current BBB+ issuer credit rating assigned by S&P on its subsidiary Eurogrid GmbH to change as a result of the Reorganisation.

There are, however, no assurances that such ratings will remain the same for any given period or that either rating will not be lowered by S&P if, in its judgment, circumstances in the future so warrant. A decision by any rating agency to downgrade or withdraw its rating of the Notes, the Existing Issuer and/or the New Issuer, could impact the Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the rating agency. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.

9 Unaudited Pro Forma Financial Information

The unaudited pro forma financial information consisting of the statement of the financial position (pro forma financial information) and accompanying notes has been prepared as if the restructuring had occurred on 30 June 2019 and is based on the "condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019". The pro forma financial information only relates to the statement of the financial position. A profit and loss statement as at 30 June 2019 has not been included in the pro forma financial information, as the pro forma financial information has the goal of reflecting the impact on the balance sheet of the transfer of the assets and liabilities related to the regulated business to the new entity Elia Transmission Belgium.

The pro forma financial information is presented for illustrative purposes only. Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent Elia Group or Elia Transmission Belgium's actual financial situation.

The pro forma financial information should be read in conjunction with the historical condensed consolidated interim financial statements of the Elia Group (i.e. Elia System Operator SA/NV) as at and for the six months ended 30 June 2019.

The historical condensed consolidated interim financial statements of the Elia Group as at and for the six months ended 30 June 2019 were prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and as adopted by the European Union.

Pro Forma Financial Information – Condensed consolidated statement of financial position

• (A) Historical condensed consolidated interim financial statements of the Elia Group as at and for the six months ended 30 June 2019.
  • (1) Reversal of segment '50Hertz Transmission (Germany)', as per 30 June 2019
  • (2) Reversal of segment 'Non-regulated activities (incl. Nemo Link)' as per 30 June 2019
  • (3) Intercompany eliminations
  • (4) Adjustment related to the Nemo Link activities and the split of working capital items related to the regulated business
• (B) Pro Forma Financial Information

	Elia Group (consolidated)	50Hertz Transmission (Germany)	Non-regulated activities (incl. Nemo Link)	Elimination of intercompany balances / transactions	Adjustments to include Nemo Link	Elia Transmission Belgium (Consolidated)
	Historical financial
EUR million	information (A)	(1)	(2)	(3)	(4)	(B)
	June 30, 2019	June 30, 2019	June 30, 2019	June 30, 2019
ASSETS
NON CURRENT ASSETS	11.708,1	(4.982,7)	(1.585,6)	553,4	327,1	6.020,3
Property, plant and equipment	8.768,9	(4.895,7)	(6,3)	0,0	6,1	3.873,0
Intangible assets and goodwill	2.501,6	(56,3)	(0,0)	(703,3)	0,0	1.742,0
Non-current tax receivables	0,0	0,0	0,0	0,0	0,0	0,0
Trade and other receivables	3,6	(0,0)	(0,0)	0,0	(0,0)	3,6
Investments in subsidiaries	0,0	0,0	(1.256,7)	1.256,7	0,0	0,0
Equity-accounted investees	340,8	0,0	(322,1)	0,0	321,2	339,9
Other financial assets (including derivatives)	86,9	(27,5)	0,0	0,0	(0,0)	59,4
Deferred tax assets	6,3	(3,2)	(0,5)	0,0	(0,1)	2,4
CURRENT ASSETS	2.420,2	(1.695,9)	(153,6)	15,4	(62,9)	523,2
Inventories	19,5	(5,1)	(0,3)	0,0	0,0	14,1
Trade and other receivables	457,3	(171,1)	(16,1)	3,7	1,0	274,7
Current tax assets	3,6	(0,1)	(12,2)	11,8	0,0	3,1
Cash and cash equivalents	1.922,2	(1.512,8)	(124,8)	0,0	(64,1)	220,5
Deferred charges and accrued
revenues	17,6	(6,8)	(0,3)	0,0	0,2	10,8
Total assets EQUITY AND LIABILITIES	14.128,3	(6.678,6)	(1.739,3)	568,9	264,3	6.543,5 0
EQUITY	4.183,5	(1.454,1)	(1.184,4)	553,4	52,7	2.151,1
Equity attributable to owners of
the Company	3.176,5	(1.454,1)	(494,6)	870,7	52,7	2.151,1
Hybrid securities	715,8	0,0	(715,8)	0,0	0,0	0,0
Non-controlling interest	291,2	0,0	26,0	(317,2)	0,0	0,0
NON CURRENT LIABILITIES	6.883,1	(3.171,6)	(517,0)	0,0	218,6	3.413,1
Loans and borrowings	6.351,4	(2.877,6)	(513,0)	0,0	215,2	3.175,9
Employee benefits	122,6	(21,0)	(0,6)	0,0	0,0	101,1
Derivatives	6,0	0,0	0,0	0,0	0,0	6,0
Provisions	91,3	(74,9)	0,0	0,0	0,0	16,4
Deferred tax liabilities	95,4	(74,0)	(3,4)	0,0	3,4	21,5
Other liabilities	216,3	(124,1)	0,0	0,0	0,0	92,3
CURRENT LIABILITIES	3.061,7	(2.053,0)	(37,8)	15,4	(7,1)	979,3
Loans and borrowings	56,8	(30,8)	(0,3)	0,0	(0,3)	25,4
Provisions	16,7	(13,5)	0,0	0,0	0,0	3,2
Trade and other payables	1.918,6	(1.500,0)	(37,1)	3,7	3,2	388,5
Current tax liabilities	44,0	(34,4)	(0,3)	11,8	(3,5)	17,5
Accruals and deferred income Total equity and liabilities	1.025,4 14.128,3	(474,3) (6.678,6)	(0,1) (1.739,3)	0,0 568,9	(6,5) 264,3	544,5 6.543,5

Notes to Pro Forma Financial Information

Note 1. Basis of preparation

(a) General information

The 30 June 2019 pro forma financial information is based on the assumption that the Reorganisation was completed on 30 June 2019.

The pro forma financial information is presented for illustrative purposes only. Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent Elia Group's or Elia Transmission Belgium's actual financial position.

The pro forma financial information has been prepared by Elia Group in a manner consistent with the accounting policies adopted by Elia Group in its last historical financial statements. The pro forma financial information has not been subject to any audit, review or other procedures by Elia Group's auditors.

(b) Base of the Pro Forma Financial Information

The historical condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019 (approved by the Board of Directors of Elia Group on 25 July 2019) are the basis for the preparation of the pro forma financial information (see column A).

These historical condensed consolidated interim financial statements consist of three segments.

• Segment "Elia Transmission (Belgium)", which comprises the activities based on the Belgian regulatory framework: the regulated activities of Elia Group, Elia Asset NV/SA, Elia Engineering NV/SA, Elia Re SA, HGRT SAS, Coreso NV/SA, Ampacimon SA and Enervalis NV, whose activities are directly linked to the role of Belgian transmission system operator.
• Segment "50Hertz Transmission (Germany)", which comprises the activities based on the German regulatory framework: Eurogrid GmbH, 50Hertz Transmission GmbH and 50Hertz Offshore GmbH, whose activities are directly linked to the role of transmission system operator in Germany
• Segment "Non-regulated activities (incl. Nemo Link)", comprising:
  • o Eurogrid International CVBA;
  • o The non-regulated activities of Elia Group, Elia Asset NV/SA and Elia Engineering NV/SA. 'Non-regulated activities' refers to activities which are not directly related to the role of TSO;
  • o The most substantial of these are:
    • the holding activities in the "50Hertz Transmission (Germany)" segment; and
    • the holding activities in Nemo Link Ltd. This company comprises and manages the Nemo project, which connects the UK and Belgium using high-voltage electricity cables, enabling power to be exchanged between the two countries.
    • EGI (Elia Grid International NV/SA, Elia Grid International GmbH and Elia Grid International LLC), companies supplying specialists in consulting, services, engineering and procurement, creating value by delivering solutions based on international best practice while fully complying with regulated business environments.

Post Reorganisation, the condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019 will remain unchanged. Elia Transmission Belgium will set up separate consolidated financial statements taking into account the scope of consolidation set out below.

The table below provides an overview of subsidiaries, joint ventures, associated companies and other shareholdings held across Elia Group as reported in the condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019, and the new scope of consolidation for Elia Group and Elia Transmission Belgium post reorganisation.

		As reported 30 June 2019	pro forma post Reorganisation
Name	Country of	Elia Group Shareholding (%)	Elia Group	Elia transmission Belgium
	establishment	2019	2019	2019
Elia Transmission Belgium SA	Belgium	N/A	99,99	N/A
Elia Asset SA	Belgium	99.99	99.99	99.99
Elia Engineering SA	Belgium	100.00	100.00	100.00
Elia Re SA	Luxembourg	100.00	100.00	100.00
Elia Grid International SA	Belgium	90.00	90.00	N/A
Elia Grid International GmbH	Germany	90.00	90.00	N/A
Elia Grid International LLC	Qatar	90.00	90.00	N/A
Elia Grid International PTE. LTD.	Singapore	90.00	90.00	N/A
Eurogrid International SA	Belgium	100.00	100.00	N/A
Eurogrid GmbH	Germany	80.00	80.00	N/A
50Hertz Transmission GmbH	Germany	80.00	80.00	N/A
50Hertz Offshore GmbH	Germany	80.00	80.00	N/A
Joint ventures
Nemo Link Ltd	United Kingdom	50.00	50.00	50.00
Associated companies accounted for using the equity method
H.G.R.T S.A.S.	France	17.00	17.00	17.00
Coreso NV/SA	Belgium	22.16	22.16	15.84
Ampacimon SA	Belgium	20.54	20.54	20.54
Enervalis NV	Belgium	12.47	12.47	12.47
Other shareholdings
JAO SA	Luxembourg	8.28	8.28	4.6

Note 2. Pro forma adjustments

The Reorganisation contains the contribution of the regulated business in Belgium from Elia Group to Elia Transmission Belgium. Starting from the historical condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019, reversing the segments not related to the regulated business in Belgium, and finally adjusting for Nemo Link and some working capital elements, will result in the pro forma financial consolidated statements for Elia Transmission Belgium.

(a) Detailed pro forma adjustments

The following pro forma adjustments are included in the pro forma financial information:

1. Reversal of segment "50Hertz Transmission (Germany)", as per 30 June 2019

As described above, this segment covers the regulated activity in Germany in which Elia Group stake remains unchanged post reorganisation.

Elia Transmission Belgium will not benefit from the financial performance of this segment post transaction. By excluding this segment from the reported figures contained in the total historical condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019 reported figures, this segment will not be transferred to Elia Transmission Belgium.

2. Reversal of segment "Non-regulated activities (incl. Nemo Link)" as per 30 June 2019

As described above, this segment covers the non-regulated activities related to the holding activities in 50Hertz, EGI and Eurogrid International which remains at the level of Elia Group, except for the stake in Nemo Link. The segment has been completely reversed, as the Nemo Link stake will be allocated to Elia Transmission Belgium pursuant to adjustment (4) set out below.

Elia Transmission Belgium will not benefit from the financial performance of this segment post transaction (except for Nemo Link). By excluding this segment from the reported figures contained in the total historical condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019, this segment will not be transferred to Elia Transmission Belgium. Nemo Link will be adjusted pursuant to adjustment (4) set out below.

3. Elimination of intercompany balances and transactions (continuing impact)

Some intragroup balance sheet positions, mainly related to the segment "50Hertz Transmission (Germany)" have been eliminated.

4. Adjustment related to the Nemo Link activities and the split of working capital items related to the regulated business

The balance sheet items related to Nemo Link are (i) the participation in Nemo Link – Equity accounted investee (EUR 321.2 million), (ii) Long term Borrowings for (EUR 215.2 million). The other elements are related to the intragroup current account which has been settled in cash, resulting in an adjustment in net working capital of EUR 55.8 million.

(b) Overview of Interest-bearing loans and borrowings as reported in the historical condensed consolidated interim financial statements of Elia Group as at and for the six months ended 30 June 2019 compared to the situation post Reorganisation for Elia Group and Elia Transmission Belgium

			30 June 2019	Pro forma Post Reorganisation
		Elia Group		Elia Group		Elia Transmission Belgium
(in EUR million)	Maturity	Amount	Nominal Amount	Amount	Nominal Amount	Amount	Nominal Amount
Eurobond issues 2013/15 years	2028	547.7	550	547.7	550	547.7	550
Eurobond issues 2013/20 years	2033	199.4	200	199.4	200	199.4	200
Eurobond issues 2014/15 years	2029	347.0	350	347.0	350	347.0	350
Eurobond issues 2015/8.5 years	2024	498.8	500	498.8	500	498.8	500
Eurobond issues 2017/10 years	2027	247.8	250	247.8	250	247.8	250
Eurobond issues 2019/7 years	2026	498.7	500	498.7	500	498.7	500
Senior bond 2018/10 years	2028	297.5	300	297.5	300	n/a	n/a
Shareholders' loan	2022	42.1	42.1	42.1	42.1	42.1	42.1
Other loans	2022	453.7	453.7	453.7	453.7	453.7	453.7
Amortized term loan	2033	209.7	210	209.7	210	209.7	210
European Investment Bank	2025	100.0	100	100.0	100	100.0	100
Bond as part of Euro Medium Term Note program 2010 / 10 years	2020	499.4	500	499.4	500	n/a	n/a
Bond as part of Debt Issuance Programme 2015 / 10 years	2025	497.7	500	497.7	500	n/a	n/a
Bond as part of Debt Issuance Programme 2015 / 8 years	2023	748.6	750	748.6	750	n/a	n/a
Bond as part of Debt Issuance Programme 2015 / 15 years	2030	139.1	150	139.1	150	n/a	n/a
Bond as part of Debt Issuance Programme 2016 / 12 years	2028	746.9	750	746.9	750	n/a	n/a
Registered bond 2014 / 30 years	2044	50.0	50	50.0	50	n/a	n/a
Unsecured bank loan	2026	150.0	150	150.0	150	n/a	n/a
Total		6,274.0	6305,8	6,274.0	6305,8	3,144.9	3,155.8

2. AGENDA

The Existing Issuer requests that holders of each Series consent, by a separate Extraordinary Resolution in respect of that Series only, to:

(i) the substitution of the New Issuer on the Issuer Substitution Date (as defined below) in place of the Existing Issuer as issuer and principal debtor in respect of such Series and (save as set out at (ii) below) the release of the Existing Issuer from all its obligations under such Series;

• (ii) if the TSO Designation Date (as defined below) does not occur on or prior to the Issuer Substitution Date, the giving of a temporary guarantee by the Existing Issuer in respect of the New Issuer's obligations under the Notes of such Series from the Issuer Substitution Date until the TSO Designation Date;
• (iii) a consequential change to the event of default in Condition 9(g);
• (iv) the approval of the Reorganisation (as defined below) for the sole purpose of clarifying that the Reorganisation, should it take place, would not constitute an event of default under Condition 9(f) of such Series, and the waiver of any rights Noteholders of such Series may otherwise have in respect of the Reorganisation under Condition 9(f) of such Series, such approval and waiver pursuant to this sub-paragraph (iii) to take effect on the Issuer Substitution Date; and
• (v) certain consequential amendments to the relevant Agency Agreement (as defined below),

in each case subject to satisfaction of the conditions set out in paragraph 5 of such Extraordinary Resolution, and all as further described in this Convocation Memorandum.

3. PROPOSED EXTRAORDINARY RESOLUTIONS

Proposed separate Extraordinary Resolution of the holders of each Series:

"THAT this Meeting of the holders of the Notes:

• 1. (subject to paragraph 5 of this Extraordinary Resolution) assents and agrees to:
  2. (a) the modification of the terms and conditions of the Notes (the Conditions), as set out in Schedule 1 to the relevant Agency Agreement (as defined in the Notice) and as completed by the relevant Final Terms(as defined in the Notice), to provide for the substitution of Elia Transmission Belgium SA/NV (the New Issuer) in place of the Existing Issuer as issuer and principal debtor in respect of the Notes and (save as set out at sub-paragraph (b) below) the release of the Existing Issuer from all its obligations under the Notes, all as more fully set out in the Supplemental Agency Agreement and the Amended and Restated Final Terms (each as defined in paragraph 2 below);
  3. (b) if the TSO Designation Date (as defined in the Notice) does not occur on or prior to the Issuer Substitution Date (as defined in the Notice), the giving of a temporary guarantee by the Existing Issuer in respect of the New Issuer's obligations under the Notes from the Issuer Substitution Date until the TSO Designation Date;
  4. (c) the (i) approval of the Reorganisation (as defined in the Notice) for the sole purpose of clarifying that the Reorganisation, should it take place, would not constitute an event of default under Condition 9(f), and (ii) waiver of any rights holders of the Notes may otherwise have under Condition 9(f) in respect of the Reorganisation, such approval and waiver pursuant to this sub-paragraph (c) to take effect on and from the Issuer Substitution Date; and
  5. (d) the consequential modification of the relevant Agency Agreement and the event of default in Condition 9(g),

in each case to take effect on and from the Issuer Substitution Date and all as more fully set out in the relevant Supplemental Agency Agreement, Amended and Restated Final Terms and Guarantee;

• 1. (subject to paragraph 5 of this Extraordinary Resolution) assents to and authorises, directs, requests and empowers:
  2. (a) the execution and (where applicable) delivery of
     • (i) an amended and restated final terms in respect of the Notes (the Amended and Restated Final Terms) by the Existing Issuer and the New Issuer;
     • (ii) a supplemental agency agreement (the Supplemental Agency Agreement) to supplement the relevant Agency Agreement by the Existing Issuer, the New Issuer and the Agent; and

(iii) a guarantee (the Guarantee) by the Existing Issuer,

in each case to effect the modifications and other matters referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof; and

• (b) the Existing Issuer, the New Issuer and the Agent to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;
• 1. discharges and exonerates the Agent from all liability for which it may have become or may become responsible under the relevant Agency Agreement or the Notes in respect of any act or omission in connection with this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications;
• 1. (subject to paragraph 5 of this Extraordinary Resolution) sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Existing Issuer, whether or not such rights arise under the Conditions, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;
• 1. declares that the implementation of this Extraordinary Resolution shall be conditional on:
  2. (a) the passing of this Extraordinary Resolution and, if the relevant Extraordinary Resolution is passed at an adjourned Meeting by a majority representing less than one-third of the outstanding nominal amount of the relevant Series, homologation of the relevant Extraordinary Resolution by the Court of Appeal of Brussels;
  3. (b) the Consent Solicitation not having been terminated in accordance with the provisions for such termination set in the Consent Solicitation Memorandum; and
  4. (c) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Noteholders, irrespective of any participation at the Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting) and further resolves that, in the event the Extraordinary Resolution is passed at the Meeting but this condition is not satisfied, the chairman of the Meeting is hereby authorised, directed, requested and empowered to adjourn this Meeting on the same basis (including quorum) as for an adjournment of the Meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 7 of this Extraordinary Resolution (with the exception of resolution 5(c) of this Extraordinary Resolution) at the adjourned Meeting, and in place of the foregoing provisions of resolution 5(c) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the adjourned Meeting);
• 1. irrevocably waives any claim that Noteholders may have against the Agent arising as a result of any loss or damage which Noteholders may suffer as a result of the Agent acting upon this Extraordinary Resolution and/or its entry into and performance under the Supplemental Agency Agreement and confirms that Noteholders further confirm that they will not seek to hold the Agent liable for such loss or damage; and
• 1. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

Agent means BNP Paribas Securities Services SCA, Brussels Branch;

Consent Solicitation in respect of the Notes means the invitation by the Existing Issuer to all Eligible Noteholders to consent to the modifications referred to in this Extraordinary Resolution, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 8 October 2019 prepared by the Existing Issuer in relation to the Consent Solicitation in respect of the Notes;

Existing Issuer means Elia System Operator SA/NV;

Eligible Noteholder means each Noteholder who has confirmed it is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation in respect of the Notes can be lawfully made and that may lawfully participate in the Consent Solicitation in respect of the Notes;

Ineligible Noteholder means each Noteholder who is not an Eligible Noteholder;

New Issuer means Elia Transmission Belgium SA/NV; and

Notice means the convocation convening this Meeting, among others, dated on or around 8 October 2019."

In respect of each Series, references to "the Notes" are to the Notes of such Series only.

4. IMPLEMENTATION OF PROPOSALS AND EFFECTIVE DATE OF THE MODIFICATIONS AND WAIVER

Although the Payment Condition (as defined below) contemplates that the Existing Issuer will not implement any Extraordinary Resolution passed at the relevant Meeting (and, in each case, if applicable, homologated by the Court of Appeal of Brussels) if (i) the Extraordinary Resolution in respect of each other Series and (ii) the extraordinary resolution in respect of the senior bonds are not also passed (and, if applicable, homologated by the Court of Appeal of Brussels), the Existing Issuer reserves the right, in its sole and absolute discretion, to implement one or more Extraordinary Resolutions and/or the extraordinary resolution in respect of the senior bonds notwithstanding that one or more of the Extraordinary Resolutions in respect of each other Series and/or the extraordinary resolution in respect of the senior bonds, as applicable, are not also passed (and, if applicable, in each case homologated by the Court of Appeal of Brussels) and otherwise become unconditional. The Existing Issuer will however only implement the Extraordinary Resolution in respect of a Series in circumstances in which the Early Participation Fee (as defined below) and the Ineligible Noteholder Payment (as defined below) will be paid to the relevant Eligible Noteholders or Ineligible Noteholders eligible for such payments, as applicable, of such Series.

In respect of each Series, the modifications to the relevant Conditions and Agency Agreement described in the relevant Extraordinary Resolution will take effect on the Issuer Substitution Date, subject to (i) passing of the relevant Extraordinary Resolution and satisfaction of the other Consent Conditions, and (ii) the execution and (where applicable) delivery of the relevant Supplemental Agency Agreement, Amended and Restated Final Terms and (if applicable) Guarantee by the relevant parties thereto and the Existing Issuer deciding to implement the Extraordinary Resolution.

5. CONSENT SOLICITATION

Noteholders are further given notice that the Existing Issuer has also invited Eligible Noteholders (as defined in the relevant Extraordinary Resolution set out above) of each Series (such invitations together the Consent Solicitation) to consent to the approval of the relevant Extraordinary Resolution at the relevant Meeting as further described in the Consent Solicitation Memorandum (as defined in paragraph 7 of the Extraordinary Resolution set out above).

The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to, Eligible Noteholders.

Eligible Noteholders may obtain, from the date of this Convocation Memorandum, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Noteholder will be required to provide confirmation as to his or her status as an Eligible Noteholder.

Pursuant to the Consent Solicitation, each Eligible Noteholder from whom a valid Block Voting Instruction or Meeting Notification (together with the relevant Voting Certificate) (each as defined below) is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive payment of an amount equal to 0.10 per cent. of the nominal amount of the Notes that are validly voted at the relevant Meeting (the Early Participation Fee), all as more fully described in the Consent Solicitation Memorandum.

6. INELIGIBLE NOTEHOLDER PAYMENT

Ineligible Noteholder Payment

Any Noteholder who is not an Eligible Noteholder, on the basis that such Noteholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made (each an Ineligible Noteholder) may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to any applicable Early Participation Fee (which is an amount equal to 0.10 per cent. of the nominal amount of the Notes that are the subject of the relevant Ineligible Noteholder Confirmation (as defined below)) (the Ineligible Noteholder Payment).

To be eligible for the Ineligible Noteholder Payment, an Ineligible Noteholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Noteholder Confirmation that is received by the Tabulation Agent by 5.00 p.m. (Brussels time) on 16 October 2019 (the Ineligible Instruction Deadline) and is not subsequently revoked.

Only Ineligible Noteholders may submit Ineligible Noteholder Confirmations and be eligible to receive the Ineligible Noteholder Payment. By delivering, or arranging for the delivery on its behalf, of an Ineligible Noteholder Confirmation in accordance with the procedures described below, an Ineligible Noteholder shall be deemed to agree, acknowledge and represent to the Existing Issuer, the New Issuer, the Tabulation Agent and the Solicitation Agents that it is an Ineligible Noteholder. Eligibility for the Ineligible Noteholder Payment is subject in each case to the relevant Extraordinary Resolution being passed at the relevant Meeting (or any adjourned such Meeting), and the other satisfaction of the other Consent Conditions set out in paragraph 5 of the relevant Extraordinary Resolution having been satisfied.

In addition to the Consent Conditions, payment of the Ineligible Noteholder Payment in respect of any Series (if applicable) will also be conditional on (i) the Extraordinary Resolution in respect of each other Series and (ii) the extraordinary resolution in respect of the senior bonds (as referred to above) being passed (and, if applicable, homologated by the Court of Appeal of Brussels) and otherwise becoming unconditional (in respect of each Series, the Payment Condition), subject to the right of the Existing Issuer to waive, in its sole and absolute discretion, the Payment Condition in relation to any Series.

Although the Payment Condition contemplates that the Existing Issuer will not implement any Extraordinary Resolution passed at the relevant Meeting (and, in each case, if applicable, homologated by the Court of Appeal of Brussels) if (i) the Extraordinary Resolution in respect of each other Series and (ii) the extraordinary resolution in respect of the senior bonds are not also passed (and, if applicable, homologated by the Court of Appeal of Brussels), the Existing Issuer reserves the right, in its sole and absolute discretion, to implement one or more Extraordinary Resolutions and/or the extraordinary resolution in respect of the senior bonds notwithstanding that one or more of the Extraordinary Resolutions in respect of each other Series and/or the extraordinary resolution in respect of the senior bonds, as applicable, are not also passed (and, if applicable, in each case homologated by the Court of Appeal of Brussels) and otherwise become unconditional. The Existing Issuer will however only implement the Extraordinary Resolution in respect of a Series in circumstances in which the Early Participation Fee and the Ineligible Noteholder Payment (as defined in the Convocation Memorandum) will be paid to the relevant Eligible Noteholders or Ineligible Noteholders eligible for such payments, as applicable, of such Series.

Where payable, Ineligible Noteholder Payments are expected to be paid by the Existing Issuer to the relevant Ineligible Noteholders by no later than the date which is the third Business Day immediately following (i) the relevant Meeting or, if applicable, adjourned Meeting, or (ii) where the relevant Extraordinary Resolution requires homologation because it was approved at an adjourned Meeting by a majority representing less than one-third of the outstanding nominal amount of the relevant Series, the date of the relevant decision from the Court of Appeal of Brussels (or, where applicable, any later date that the Payment Condition is satisfied (or waived)).

By submitting an Ineligible Noteholder Confirmation by the Ineligible Instruction Deadline, an Ineligible Noteholder shall:

• (A) waive its right to attend and vote (or be represented) at the relevant Meeting (as the consequence of the eligibility condition set out in paragraph 5(c) of the relevant Extraordinary Resolution is that such Extraordinary Resolution will only be implemented where it is passed irrespective of any participation at the relevant Meeting by Ineligible Noteholders, such that the attendance and voting at the relevant Meeting by an Ineligible Noteholder will be of no consequence for such implementation); and
• (B) agree, acknowledge, represent, warrant to the Existing Issuer, the New Issuer, the Solicitation Agents and the Tabulation Agent that:
• (i) it is an Ineligible Noteholder;
• (ii) it is not a Sanctions Restricted Person (as defined below);

• (iii) no information has been provided to it by the Existing Issuer, the New Issuer, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, with regard to the tax consequences for Noteholders arising from the implementation of any Extraordinary Resolution or the receipt by it of the Ineligible Noteholder Payment (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its receipt of any Ineligible Noteholder Payment, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Existing Issuer, the New Issuer, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments;

• (iv) none of the Existing Issuer, the New Issuer, the Solicitation Agents or the Tabulation Agent has given it any information with respect to the relevant Proposal save (in the case of the Existing Issuer) as expressly set out in this Convocation Memorandum nor has any of them expressed any opinion about the terms of the relevant Proposal or made any recommendation to it as to whether it should participate in the relevant Meeting or any related adjourned Meeting and it has made its own decision with regard to participating in the relevant Meeting and any related adjourned Meeting based on financial, tax or legal advice it has deemed necessary to seek; and

• (v) it holds and will hold, until the earlier of (i) the date on which its Ineligible Noteholder Confirmation is validly revoked (including the automatic revocation of such Ineligible Noteholder Confirmation on the termination of the Consent Solicitation) in accordance with the terms of the relevant Proposal and (ii) the later of the conclusion of the relevant Meeting and any related adjourned Meeting, the relevant Notes blocked by the relevant Clearing System Participant and, in accordance with the requirements of, and by the deadline required by, that Clearing System Participant, it has submitted, or has caused to be submitted, a notification to the Clearing System Participant, to authorise the blocking of such Notes with effect on and from the date of such submission so that no transfers of such Notes may be effected until the occurrence of any of the events listed in (i) or (ii) above.

To be eligible to receive the Ineligible Noteholder Payment, each Noteholder who submits an Ineligible Noteholder Confirmation must not attend, or seek to attend, the relevant Meeting in person or make any other arrangements to be represented at such Meeting (including by way of submitting a Block Voting Instruction or Meeting Notification together with the relevant Voting Certificate). Ineligible Noteholders may choose to attend and vote at the relevant Meeting in person or to make other arrangements to be represented or to vote at such Meeting in accordance with the applicable provisions for meetings of Noteholders, as further described in this Convocation Memorandum. However, any such Noteholder will not be eligible to receive the Ineligible Noteholder Payment, irrespective of whether such Ineligible Noteholder has delivered an Ineligible Noteholder Confirmation.

For the purposes of this Convocation Memorandum:

• (i) Sanctions Authority means:
  • (a) the United States government;
  • (b) the United Nations;
  • (c) the European Union (or any of its member states including, without limitation, the United Kingdom);
  • (d) any other equivalent governmental or regulatory authority, institution or agency of the United States, the European Union, any of its Member States or the United Kingdom which administers economic, financial or trade sanctions; or
  • (e) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.
• (ii) Sanctions Restricted Person means each person or entity (a Person):
  • (a) that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority;

(b) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquartershomepage\_en/8442/Consolidated%20list%20of%20sanctions); or

(c) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the EU Annexes), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

Submission of Ineligible Noteholder Confirmation

The submission of Ineligible Noteholder Confirmations (as defined below) will be deemed to have occurred upon receipt by the Tabulation Agent from the relevant Clearing System Participant of a duly completed, signed confirmation (an Ineligible Noteholder Confirmation) in the form available from the Tabulation Agent, the contact details for which are at the end of this Convocation Memorandum, that (i) confirms the relevant Noteholder(s) is/are Ineligible Noteholder(s), (ii) specifies the nominal amount of the Notes to which such confirmation relates, and (iii) specifies the bank account details (name of accountholder, IBAN and BIC number) to be used for payment of the Ineligible Noteholder Payment (if applicable).

Ineligible Noteholder Confirmations can be delivered to the Tabulation Agent through the website established by the Tabulation Agent in connection with the Proposals (www.lucid-is.com/elia).

The method of delivery of the Ineligible Noteholder Confirmations to the Tabulation Agent is at the election and risk of the relevant Clearing System Participant. In all cases, the relevant Ineligible Noteholders should allow sufficient time to ensure delivery before any applicable deadlines.

General

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to submit an Ineligible Noteholder Confirmation by the deadline specified above. The deadlines set by any such intermediary and the Clearing System for the submission and revocation of Ineligible Noteholder Confirmations will be earlier than the deadline specified above.

7. SELLING RESTRICTIONS

If an Extraordinary Resolution is passed and implemented in respect of any Series, the Amended and Restated Final Terms relating to the relevant Series will contain a statement that, until the expiry of the period of 40 calendar days after the date of the Amended and Restated Final Terms, sales of the relevant Notes may not be made in the United States or to U.S. persons unless made outside the United States pursuant to Rule 903 and 904 of Regulation S.

8. GENERAL

Copies of (i) each Agency Agreement; and (ii) the current drafts of each of the Amended and Restated Final Terms, the Supplemental Agency Agreement and Guarantee referred to in each Extraordinary Resolution set out above are also available (a) for inspection by Noteholders on and from the date of this Convocation Memorandum up to and including the date of the Meetings, at the specified office of the Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meetings and (b) on request from the Tabulation Agent, the contact details for which are set out below. Any revised version of any draft Amended and Restated Final Terms, any draft Supplemental Agency Agreement and/or any draft Guarantee made available as described above and marked to indicate changes to the draft made available on the date of this Convocation Memorandum will supersede the previous draft of the relevant document and Noteholders will be deemed to have notice of any such changes.

For further information on the requirements to participate in the Meetings and on the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolutions at the Meetings or any meeting held following any adjournment of any Meeting, see "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the relevant Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting Block Voting Instructions or Meeting Notifications (together with the relevant Voting Certificates)), or (if applicable) to submit Ineligible Noteholder Confirmations, as soon as possible.

9. VOTING AND QUORUM

Noteholders who have submitted and not revoked valid Block Voting Instructions or Meeting Notifications (together with the relevant Voting Certificates) or Ineligible Noteholder Confirmations in respect of the relevant Extraordinary Resolution by 5.00 p.m. (Brussels time) on 24 October 2019 (the Expiration Deadline) by which they will have given instructions for the appointment of one or more representatives of the Tabulation Agent by the relevant Agent as a proxy to vote in favour of or against or abstain from voting on (as specified in the relevant Block Voting Instruction or Meeting Notification) the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting) or confirmed their status only as Ineligible Noteholders (as applicable), need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting or otherwise in respect of such Meeting).

• 1. Noteholders who have not submitted or have submitted and subsequently revoked a Block Voting Instruction, Meeting Notification (together with the relevant Voting Certificate) or Ineligible Noteholder Confirmation in respect of the relevant Extraordinary Resolution should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented at the relevant Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).
• 1. Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in schedule 2 to the relevant Agency Agreement, copies of which are available from the date of this Convocation Memorandum to the conclusion of the Meetings (or any adjourned Meetings) as referred to above.
• 1. A Noteholder not wishing to attend and vote at the relevant Meeting in person should deliver, or if the Noteholder is not a Clearing System Participant, request the relevant Clearing System Participant to deliver, to the Tabulation Agent through the website established by the Tabulation Agent in connection with the Proposals (www.lucid-is.com/elia) a signed, duly completed block voting instruction (a Block Voting Instruction) in the form available from the Tabulation Agent, the contact details for which are at the end of this Convocation Memorandum, that (i) confirms the relevant Noteholder(s) is/are either Eligible Noteholder(s) or Ineligible Noteholder(s), (ii) specifies the nominal amount of the Notes to which such Block Voting Instruction relates and (iii) confirms whether the relevant Noteholder is voting in favour of or against the relevant Extraordinary Resolution, or abstaining from voting, in respect of the relevant Notes. By submitting a valid Block Voting Instruction, an Eligible Noteholder will give instructions for the appointment of one or more representatives of the Tabulation Agent by the Agent as proxy of that Eligible Noteholder to abstain from voting or vote in the manner specified or identified in their Block Voting Instruction in respect of the relevant Extraordinary Resolution at the relevant Meeting and at any adjourned such Meeting. If a Block Voting Instruction does not provide valid instructions for the appointment of one or more representatives of the Tabulation Agent by the Agent as a proxy to vote in favour of or against or to abstain from voting on the relevant Extraordinary Resolution, it shall be deemed to be an instruction for the appointment of one or more representatives of the Tabulation Agent by the Agent as a proxy to vote in favour the relevant Extraordinary Resolution.
• 1. A Noteholder that does wish to attend and vote at the relevant Meeting in person should deliver to the Tabulation Agent through the website established by the Tabulation Agent in connection with the Proposals (www.lucid-is.com/elia), a signed, duly completed meeting notification (a Meeting Notification) in the form available from the Tabulation Agent together with the relevant Voting Certificate so that they are received by the Tabulation Agent by the Expiration Deadline.

A Noteholder (or representative on behalf of such Noteholder) wishing to attend and vote at the relevant Meeting in person must produce at such Meeting satisfactory evidence of identity (for example, an identity card or passport).

1. On submitting any such Block Voting Instruction or Meeting Notification (together with the relevant Voting Certificate), a Noteholder is deemed to agree, acknowledge, represent, warrant and undertake that it holds, and that it will hold (until the earlier of (i) the date on which its Block Voting Instruction or Meeting Notification (together with the relevant Voting Certificate) is validly revoked (including their automatic revocation on the termination of the Consent Solicitation in respect of the relevant Series) and (ii) the conclusion of the relevant Meeting) the relevant Notes which are the subject of such voting instruction.

2. 1. The quorum required at any initial Meeting is one or more persons present being Noteholders, proxies or representatives and holding or representing in aggregate not less than three-quarters of the aggregate nominal amount of the relevant Series for the time being outstanding. If a quorum is not present within 15 minutes from the time initially fixed for the relevant Meeting, such Meeting will be adjourned for a period being not less than 14 days nor more than 42 days and at a place appointed by the Chairman and the relevant Extraordinary Resolution will be considered at such adjourned Meeting. The quorum at any such adjourned Meeting will be one or more one or more persons present being Noteholders, proxies or representatives and holding or representing in aggregate not less than one-quarter of the aggregate nominal amount of the relevant Series for the time being outstanding. The holding of any adjourned Meeting will be subject to the Existing Issuer giving at least 15 days' notice that such adjourned Meeting is to be held.
3. 1. Every question submitted to a Meeting shall be decided in the first instance by a show of hands.

Unless a poll is (before or at the time that the result is declared) validly demanded by the Chairman, the Existing Issuer or one or more persons present representing 2 per cent. of the aggregate nominal amount of the relevant Series for the time being outstanding, a declaration by the Chairman that a resolution has or has not passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it.

At each Meeting on a show of hands or on a poll every person who is so present shall have one vote in respect of each €100,000 in nominal amount of the outstanding Notes of the relevant Series so represented by the Voting Certificate or in respect of which that person is a proxy or representative.

• 1. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority in favour consisting of not less than three-quarters of the votes cast. In addition, in the case of an adjourned Meeting, the relevant Extraordinary Resolution will have to be homologated by the Court of Appeal of Brussels in accordance with the procedure set out in article 574 of the Belgian Company Code if the relevant Extraordinary Resolution is taken by a majority representing less than one-third of the aggregate nominal amount of the outstanding Notes of the relevant Series. If passed (and, if applicable, homologated by the Court of Appeal of Brussels), an Extraordinary Resolution will be binding on all Notes of the relevant Series, whether or not present at the relevant Meeting and whether or not voting.
• 1. Noteholders should note that (unless validly revoked) given voting instructions and Voting Certificates obtained in respect of a Meeting shall remain valid for any adjourned such Meeting.
• 1. For the purposes of this Convocation Memorandum:

Business Day means a day, other than a Saturday or a Sunday, on which banks generally are open for business in Brussels;

Clearing System means the clearing system operated by the National Bank of Belgium or any successor thereto;

Clearing System Participant means each person who is shown in the records of the Clearing System as a holder of Notes;

Issuer Substitution Date means the date the Reorganisation occurs;

Noteholder or holder of Notes, unless the context otherwise requires, includes (a) each Clearing System Participant and (b) each person who is shown as a holder of the relevant Notes in the records of (x) a Clearing System Participant or (y) a Recognised Accountholder, in each case (a) or (b) insofar as that person is acting for its own account;

Recognised Accountholder means each person who is shown as a holder of the Notes in the records of (x) a Clearing System Participant or (y) a recognised accountholder (teneur de compte agréé/erkende rekeninghouder) (within the meaning of article 468 of the Belgian Company Code), insofar as that person is acting for its own account;

relevant Agency Agreement means, in respect of (i) the 2024 Notes, the amended and restated agency agreement dated 29 April 2015, (ii) the 2026 Notes, the amended and restated agency agreement dated 18 September 2018, (iii) the 2027 Notes, the amended and restated agency agreement dated 17 May 2016, (iv) the 2028 Notes and the 2033 Notes, the amended and restated agency agreement dated 31 January 2013 and (v) the 2029 Notes, the amended and restated agency agreement dated 14 March 2014, in each case relating made between the Existing Issuer and the Agent;

relevant Final Terms means, in respect of each Series, the final terms document(s) executed by the Existing Issuer at the time of issue of the relevant Series, which modifies or supplements the relevant Conditions;

Reorganisation means the transfer of the regulated activities in Belgium from the Existing Issuer to the New Issuer, which comprisesthe ownership and operation of the high and very high voltage electricity transmission system in Belgium, including all shares held by the Existing Issuer in Elia Asset SA/NV and Nemo Link Ltd. and all or part of the indebtedness which was raised for these purposes.

S&P means S&P Global Ratings Europe Limited;

TSO Designation Date (as referred to in above) means the date on which, following the New Issuer being designated as the national transmission system operator (TSO) in Belgium by the federal Energy Minister and as regional or local TSO in each of the three Belgian Regions by the competent regional authorities, the New Issuer delivers to the Agent a written notice signed by an authorised signatory of the New Issuer confirming that:

• (a) the New Issuer has been, and is continuing to be, designated as the national transmission system operator (TSO) in Belgium by the federal Energy Minister and as a regional or local TSO in each of the three Belgian Regions by the competent regional authorities;
• (b) the New Issuer has received all other licences, permits, authorisations, consents, approvals, certificates, registrations and orders from all government and regional agencies that are necessary for it to conduct its businesses in accordance with applicable laws and regulations;
• (c) none of the events referred to in Condition 9 (Events of Default) has occurred and is continuing; and
• (d) there are no outstanding payments due under the applicable Guarantee;

Tabulation Agent means Lucid Issuer Services Limited; and

Voting Certificate means the voting certificate issued by a Recognised Accountholder or the Clearing System certifying that the Notes in respect of which a Meeting Notification is given, will be blocked until the later of (i) the conclusion of the relevant Meeting and any related adjourned Meeting or (ii) the earlier surrender of such certificate to such Recognised Accountholder or the Clearing System, as applicable.

This Convocation Memorandum is issued by Elia System Operator SA/NV.

Noteholders should contact the following for further information:

Solicitation Agents

BNP Paribas (Telephone: +44 20 7595 8668 / Email: liability.management@bnpparibas.com / Attention: Liability Management)

Citigroup Global Markets Limited (Telephone: +44 20 7986 8969 / Email: liabilitymanagement.europe@citi.com / Attention: Liability Management Group)

J.P. Morgan Securities plc (Telephone: +44 20 7134 2468 / Email: EMEA\_LM@jpmorgan.com / Attention: Liability Management Group)

NatWest Markets Plc (Telephone: +44 20 7678 5282 / Email: liabilitymanagement@natwestmarkets.com / Attention: Liability Management)

Tabulation Agent

Lucid Issuer Services Limited (Telephone: +44 20 7704 0880 / Fax: + 44 20 3004 1590 / Email: elia@lucid-is.com / Attention: Thomas Choquet / Voting Website: www.lucid-is.com/elia)

The Agent

BNP Paribas Securities Services SCA, Brussels Branch

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (MAR) until the release of this announcement.

This announcement is released by Elia System Operator SA/NV on its website at https://www.elia.be/en/investor-relations/reorganisation/information-to-shareholders on 8 October 2019 at 08:00 a.m. (Central European Time) and contains inside information for the purposes of Article 7 of MAR, encompassing information relating to the Proposal described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Yannick Dekoninck (Group Controlling & IR).

Dated: 8 October 2019