Elia Group NV/SA — Capital/Financing Update 2022

Jun 24, 2022

PRESS RELEASE | Brussels, 24 June 2022 – 3.45 p.m. CET REGULATED INFORMATION – INSIDE INFORMATION

Successful rights offering by Elia Group SA - existing shareholders and new investors have fully subscribed to the rights offering following a successful private placement of the scrips

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

BRUSSELS | Today, Elia Group SA (the "Company" or "Elia Group") launched and closed its private placement of scrips to institutional investors. Following the successful private placement of those scrips and the public offering of new shares to existing shareholders and any holders of an extra-legal preferential right, 100% of the new shares offered in the rights offering have been subscribed (of which 88.64% in the public offering and 11.36% in the private placement).

Further to the completion of the private placement of scrips to institutional investors, an additional 11.36 % of the new shares offered by Elia Group as part of its €590,113,192.50 (maximum) rights issue have been subscribed at €124.50 per share. As a result, 100% of the rights offering has now been subscribed.

Based on the results of the scrips private placement, the net proceeds (after deduction of costs) to which the holders of non-exercised preferential rights are entitled amounts to €0.24 per coupon n° 20. This amount shall in principle be available and paid out as of 29 June 2022.

Payment for the dematerialised preferential rights, the realisation of the capital increase and the listing of the new shares on Euronext Brussels is expected to take place on 28 June 2022. After this transaction, the number of issued shares in the Company will rise from 68,728,055 to 73,467,919. The new shares will in principle be tradable on Euronext Brussels from the same date onwards.

The trading of the Elia Group shares will resume after publication of this press release.

A prospectus was approved by the Belgian Financial Services and Markets Authority on 14 June 2022. The approval of the prospectus should not be understood as an endorsement of the securities offered.

Additional information, subject to applicable legal restrictions, is available here: https://investor.eliagroup.eu/offering

We are pleased with the successful completion of the rights issue. We would like to thank the existing shareholders for their enduring trust and welcome our new investors. Their support will enable Elia Group to finance and realise important investment projects that will drive the energy transition forward in our home markets of Belgium and Germany. Indeed, the increasing electrification of mobility and heating and the decarbonisation of industry on a wide scale will require large amounts of renewable energy to be integrated into our system. – Chris Peeters, CEO Elia Group

IMPORTANT INFORMATION

These materials are not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), except to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the US Securities Act of 1933 (the "Securities Act"). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares mentioned herein have not been, and will not be, registered under the Securities Act.

The Shares may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

These materials (and the information contained herein) are not for release, publication or distribution, directly or indirectly, in whole or in part, into or within any jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This communication is being distributed to and is only directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Orders; and (iv) other persons to whom it may lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above) together being referred to as "relevant persons").

In any member state of the European Economic Area other than Belgium and Germany, these materials are only addressed to and are only directed at persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2 (e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), and no person that is not a qualified investor may act or rely on this communication or any of its contents. In addition, in the United Kingdom, these materials are addressed solely to, and is directed solely at, persons who qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this communication or any of its contents. Any investment or investment activity to which these materials relate is available only to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire any securities referred to herein will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

These materials are not a prospectus and investors should not subscribe for any shares referred to in these materials except on the basis of information in the prospectus referred to above.

These materials do not constitute, or form part of, any offer or any solicitation of an offer to subscribe for any shares or other securities.

About Elia Group

One of Europe's top five TSOs

Elia Group is a key player in electricity transmission. We ensure that production and consumption are balanced around the clock, supplying 30 million end users with electricity. Through our subsidiaries in Belgium (Elia) and the north and east of Germany (50Hertz), we operate 19,192 km of high-voltage connections, meaning that we are one of Europe's top 5 transmission system operators. With a reliability level of 99.99%, we provide society with a robust power grid, which is important for socioeconomic prosperity. We also aspire to be a catalyst for a successful energy transition, helping to establish a reliable, sustainable and affordable energy system.

We are making the energy transition

happen

By expanding international high-voltage connections and incorporating ever-increasing amounts of renewable energy into our grid, we are promoting both the integration of the European energy market and the decarbonisation of society. We also continuously optimise our operational systems and develop new market products so that new technologies and market parties can access our grid, thus further facilitating the energy transition.

In the interest of society

As a key player in the energy system, Elia Group is committed to working in the interest of society. We are responding to the rapid increase in renewable energy by constantly adapting our transmission grid. We also ensure that investments are made on time and within budget, with a maximum focus on safety. In carrying out our projects, we manage stakeholders proactively by establishing two-way communication channels between all relevant parties very early on in the development process. We also offer our expertise to different players across the sector in order to build the energy system of the future.

International focus

In addition to our activities as a transmission system operator, we provide various consulting services to international customers through our third subsidiary, Elia Grid International (EGI). Elia (in Belgium) is also part of the Nemo Link consortium, which operates the first subsea electrical interconnector between Belgium and the UK.

The legal entity Elia Group is a listed company whose core shareholder is the municipal holding company Publi-T.

More information: eliagroup.eu

For further information, please contact:

Investor Relations

Yannick Dekoninck | T +32 2 546 70 76 | M +32 478 90 13 16 | investor.relations@elia.be Stéphanie Luyten | T +32 2 546 74 29 | M +32 467 05 44 95 | investor.relations@elia.be Corporate Communication

Marleen Vanhecke) | M +32 486 49 01 09 | marleen.vanhecke@elia.be Elia Group SA/NV

Boulevard de l'Empereur 20 | Keizerslaan 20 | 1000 Brussels | Belgium