AGM Information • Feb 12, 2025
AGM Information
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Information with respect to the Extraordinary General Meeting of the company held on 14 March 2025
Public limited liability company ("société anonyme/naamloze vennootschap") Boulevard de l'Empereur 20 B-1000 Brussels, Belgium Enterprise number 0476.388.378 (RPM/RPR Brussels)
(the "company")
One or more shareholders holding, alone or together, three per cent (3%) of the capital of the company may, in accordance with section 7:130 of the Code of companies and associations 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 Extraordinary General Meeting, and to include proposed resolutions relating to items already on or to be added to the agenda.
This right does not apply with respect to the Extraordinary General Meeting which will be held on Monday, 14 April 2025 at 9h30, if, at the (first) Extraordinary General Meeting on Friday 14 March 2025, the required attendance quorum is not reached.
The aforementioned requests must contain proof that the requesting shareholder(s) hold(s) three per cent (3%) of the share capital of the company on the date of the request, either by means of a certificate of registration of the relevant shares in the share register of the company or by means of a certificate issued by the financial intermediary, the recognized account holder or the clearing agency, attesting, as the case may be, that the relevant number of dematerialized shares are registered in their accounts in his/her/its/their name(s).
In addition, requests must, as the case may be, contain the wording of the items to be dealt with and the attendant proposed resolutions or alternatively (just) the wording of the proposed resolutions to be included in the agenda.
Each request must also state a postal or e-mail address to which the company must send the acknowledgement of receipt of this request.
The company must receive the aforementioned written requests by letter (Elia Group SA/NV, for the attention of Mrs Siska Vanhoudenhoven, Secretary General, Boulevard de l'Empereur 20, B-1000 Brussels, Belgium) or e-mail ([email protected]) no later than Thursday 20 February 2025, at 4 PM (Belgian time).
In any such case, the company will publish the revised agenda of the Extraordinary General Meeting no later than Thursday 27 February 2025.
Information with respect to the Extraordinary General Meeting of the company held on 14 March 2025
Simultaneously, the company will make available to its shareholders on its website under "Investor Relations" - "Elia Group Share" - "Shareholder meetings" (www.eliagroup.eu) the forms that can be used to vote by proxy1 and to vote by letter2 , to which are added the additional items to be dealt with and the attendant proposed resolutions that might be added to the agenda and/or just the proposed resolutions that might be formulated.
The dated and signed forms to vote by proxy and to vote by letter must be sent to the company by letter (Elia Group SA/NV, for the attention of Mrs Siska Vanhoudenhoven, Secretary General, Boulevard de l'Empereur 20, B-1000 Brussels, Belgium) or by e-mail ([email protected]), it being understood that these forms must reach the registered office of the company no later than Saturday, 8 March 2025.
The Extraordinary General Meeting will only deal with the new items or proposed resolutions at the request of (a) shareholder(s), provided that the said shareholder(s) has (have) fulfilled the registration formalities set forth in the notice of convocation.
1 The proxy forms that have been validly delivered to the company prior to the publication of the revised agenda, will remain valid with regard to the items mentioned on the agenda for which they were given. By way of derogation from the foregoing, the special proxyholder is not authorised to vote on items for which new proposed resolutions have been submitted or on new items to be dealt with. If the shareholder in question wishes the special proxyholder to be able to vote on the new proposed resolutions or on new items to be dealt with, the company must receive from the shareholder in question the completed, dated and signed new proxy form no later than 8 March 2025.
2 The forms to vote by letter which have been validly delivered to the company prior to the publication of the revised agenda, will remain valid with regard to the items mentioned on the agenda for which they were given. By way of derogation from the foregoing, votes cast on the forms with regard to the items mentioned on the agenda for which new proposed resolutions have been submitted, are not taken into account. If the shareholder in question wishes to vote on the new proposed resolutions or on new items to be dealt with, the company must receive from the shareholder in question the completed, dated and signed new form to vote by letter no later than 8 March 2025.
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