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Elia Group NV/SA

Capital/Financing Update Mar 26, 2025

3945_iss_2025-03-26_865bf074-e773-494a-b9e5-5418cf78d21d.pdf

Capital/Financing Update

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PRESS RELEASE | BRUSSELS, 26 March 2025, 8.00 am – Elia Group (Euronext: ELI)

Elia Group announces closing of €850 million private placement to fund infrastructure investments, ensuring grid reliability and advancing clean energy competitiveness

Regulated information – Inside information

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), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

BRUSSELS | Elia Group SA (the "Company", "Group" or "Elia Group") is pleased to announce the closing of its previously announced €850 million private placement (or 'PIPE') involving ATLAS Infrastructure ("ATLAS") with The Future Fund, Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock Inc. ("BlackRock"), Canada Pension Plan Investment Board ("CPP Investments") and Elia Group's reference shareholder, Publi-T/NextGrid Holding1 .

As part of the PIPE, ATLAS with The Future Fund subscribed to €234.6 million, BlackRock to €117.3 million, CPP Investments to €117.3 million and Publi-T/NextGrid Holding invested €380.7 million, maintaining its 44.79% ownership through a pro-rata investment.

The closing of the PIPE placement is part of a broader equity raise transaction which also comprises a rights issue which was launched today. Together, the PIPE placement and the rights issue, enable Elia Group to reach its €2.2 billion target straight equity raise for 2025 and to meet the straight equity requirements of the current investment plan, providing Elia Group with the necessary equity funding to meet its key financial objectives in the lead-up to 2028.

The PIPE resulted in the issuance of approximately 7.6 million new Class B shares to ATLAS with The Future Fund to BlackRock and to CPP Investments, and about 6.2 million new shares to Publi-T/NextGrid Holding. The shares issued to Publi-T/NextGrid Holding consist of 16.9 thousand new Class B shares and 6.1 million new Class C shares.

1 NextGrid Holding was incorporated in January 2025 and is a joint venture between Publi-T and Fluxys. The subsidiary is jointly financed by Publi-T and Fluxys.

Article 7:97 of the Belgian Code of Companies and Associations, concerning related party transactions, was applied at the occasion of the issuance of the new shares to Publi-T/NextGrid Holding, since Publi-T/NextGrid Holding is a party related to Elia Group within the meaning of IAS 24. As a result, the board members of Elia Group which were involved in the related party transaction, within the meaning of Article 7:97, did not vote on the above-mentioned issuance. Reference is made to the press release published by Elia Group on 7 March for more information on the application of the related party transaction procedure, including concerning the advice of the committee of independent directors.

IMPORTANT INFORMATION

These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

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 Australia, Canada, Japan or South Africa or any other 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 Order; 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, 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.

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 19,741 km of high-voltage connections, meaning that we are one of Europe's top 5 transmission system operators. With a reliability level above 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 In addition to its activities as a transmission system operator, Elia Group provides consulting services to international customers through its subsidiary Elia Grid International. In recent years, the Group has launched new non-regulated activities such as re.alto - the first European marketplace for the exchange of energy data via standardised energy APIs - and WindGrid, a subsidiary which will continue to expand the Group's overseas activities, contributing to the development of offshore electricity grids in Europe and beyond.

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

eliagroup.eu For further information, please contact:

Investor Relations

Yannick Dekoninck | M +32 478 90 13 16 | [email protected] Stéphanie Luyten | M +32 467 05 44 95 | [email protected] Corporate Communication

Marleen Vanhecke | M +32 486 49 01 09 | [email protected]

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