Pre-Annual General Meeting Information • Apr 18, 2025
Pre-Annual General Meeting Information
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(the "company")
The shareholders are invited to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders (hereinafter jointly referred to as the "General Meetings") of the company, that will be held on Tuesday 20 May 2025 at Sparks Meeting, rue Ravenstein / Ravensteinstraat 60 at 1000 Brussels.
You will find below in this notice more information on the specific arrangements for taking part in the General Meetings. Possible changes to these arrangements will be announced by means of a press release and on the website of the company.
The agenda of the Ordinary General Meeting of Shareholders is as follows:
Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the statutory annual accounts for the financial year ended 31 December 2024, including the allocation of the result.
Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the remuneration report for the financial year ended 31 December 2024.
Proposed resolution: the Ordinary General Meeting of Shareholders resolves to grant discharge in favour of the directors for the performance of their duties during the financial year ended 31 December 2024.
Proposed resolution: the Ordinary General Meeting of Shareholders resolves to grant discharge in favour of the statutory auditors for the performance of their duties during the financial year ended 31 December 2024.
Proposed resolution: the Ordinary General Meeting takes note of the voluntary resignation of Mr Bernard Gustin as independent director and Chairman of the Board of Directors with effect from 12 December 2024 pursuant to his appointment as Chief Executive Officer of the company and appoints Mr Olivier Chapelle as independent director of the company for a term of four years starting today, after the Ordinary General Meeting of the company, and expiring immediately after the Ordinary General Meeting of 2029 in respect of the financial year ended 31 December 2028.
The Ordinary General Meeting takes note of the fact that the aforementioned director fulfills the conditions of independence as described in section 7:87, §1 of the Code of companies and associations.
The Ordinary General Meeting resolves that the mandate of the aforementioned independent director will be remunerated in the same way as the mandate of the other members of the Board of Directors, in accordance with the remuneration policy of the company.
Proposed resolution: the Ordinary General Meeting takes note of the expiration of the term of directorship of Mr Michel Allé (independent director) with effect immediately after the present Ordinary General Meeting, and appoints Mr Michel Sirat as independent director of the company for a term of four years starting today, following the Ordinary General Meeting of the company, and expiring immediately after the Ordinary General Meeting of 2029 regarding the financial year ended 31 December 2028.
The Ordinary General Meeting takes note of the fact that the aforementioned director fulfills the conditions of independence as described in section 7:87, §1 of the Code of companies and associations.
The Ordinary General Meeting resolves that the mandate of the aforementioned independent director will be remunerated in the same way as the mandate of the other members of the Board of Directors, in accordance with the remuneration policy of the company.
Proposed resolution: the Ordinary General Meeting takes note of the expiration of the term of directorship of Mrs Laurence de l'Escaille (independent director) with effect immediately after the present Ordinary General Meeting, and appoints Mrs Saskia Van Uffelen as director of the company for a term of one year starting today, following the Ordinary General Meeting of the company, and expiring immediately after the Ordinary General Meeting of 2026 regarding the financial year ended 31 December 2025.
The Ordinary General Meeting resolves that the mandate of the aforementioned director will be remunerated in the same way as the mandate of the other members of the Board of Directors, in accordance with the remuneration policy of the company.
Proposed resolution: the Ordinary General Meeting resolves to reappoint Mrs Pascale Van Damme as independent director of the company for a term of four years starting today, following the Ordinary General Meeting of the company, and expiring immediately after the Ordinary General Meeting of 2029 regarding the financial year ended 31 December 2028.
The Ordinary General Meeting of Shareholders takes note of the fact that the aforementioned director fulfills the conditions of independence as described in section 7:87, §1 of the Code of companies and associations.
The Ordinary General Meeting of Shareholders resolves that the mandate of the aforementioned independent director will be remunerated in the same way as the mandate of the other members of the Board of Directors, in accordance with the remuneration policy of the company.
Proposed resolution: on proposal of the Board of Directors, the Ordinary General Meeting resolves to (i) revise the remuneration of the statutory auditors for the assurance engagement of the company's consolidated sustainability report for the financial year 2024 (initially set at 110. 914 EUR) to 102,702 EUR and (ii) set the remuneration for this engagement for the financial year 2025 at 91,346 EUR.
Immediately after the Ordinary General Meeting of Shareholders, an Extraordinary General Meeting of Shareholders will be held.
The Extraordinary General Meeting of Shareholders will only be able to validly decide on items 1 to 3 on the agenda mentioned below, if within each class, in accordance with section 7:155 of the Code of companies and associations, the shareholders present or represented represent at least half of the capital. If this condition is not met, a new Extraordinary General Meeting will be convened on Friday 20 June 2025 at 2 p.m., which will be able to validly deliberate and resolve as soon as at least one shareholder of each class is present or represented.
The agenda of the Extraordinary General Meeting of Shareholders is as follows:
Double capital increase for a total amount of maximum EUR 8,000,000, composed of a first capital increase in 2025 (hereinafter "2025 Capital Increase") with a maximum of EUR 7,000,000 and a second capital increase in 2026 (hereinafter "2026 Capital Increase") with a maximum of EUR 1,000,000 by means of the issue of new class B shares, with cancellation of the preferential subscription right of the existing shareholders, in favour of the members of personnel of the company and of its Belgian subsidiaries;
1° to increase the capital within the framework of the 2025 Capital Increase with cancellation of the preferential subscription right of the existing shareholders, in favour of members of the personnel of the company and of its Belgian subsidiaries, with a maximum of EUR 7,000,000, by means of the issue of new class B shares, subscribed in cash and fully paid up, which have the same rights and benefits as the existing class B shares, and which will participate in the profits of the company as from 1 January 2025. The 2025 Capital Increase will be composed of (i) a tax part, (ii) a guaranteed part and (iii) a supplementary part. The amount of the tax part equals EUR 820 (or, in case a different amount would still be determined for the maximum tax benefit for income year 2025, the amount so determined) per member of the personnel of the company and of its Belgian subsidiaries that satisfies the criteria for subscribing to the 2025 Capital Increase (taking into account that the exact amount of the tax part will be determined by dividing EUR 820 (or, in case a different amount would still be determined for the maximum tax benefit for income year 2025, the amount so determined) by the issue price per share, rounded up to the upper unit). The maximum amount of the guaranteed part depends on the gross monthly wage of the various groups of members of the personnel of the company and of its Belgian subsidiaries (for the members of the management: maximum 2 x the gross monthly wage; for the executives: maximum 1.1 x the gross monthly wage; for the employees: maximum 0.7 x the gross monthly wage (with the exception of the fixed index amount)). The number of shares requested under the guaranteed part will in principle be granted unless the participation percentage in the capital increase reserved for the members of personnel would be significantly higher than during previous capital increases reserved for the members of personnel. The maximum amount of the supplementary part equals the difference between EUR 7,000,000 and the total amount of the tax and guaranteed parts that are actually subscribed. The Extraordinary General Meeting of Shareholders resolves to fix the issue price at a price equal to the average of the closing prices of the last thirty calendar days preceding 7 October 2025, reduced by 16.66%.
2° to increase the capital within the framework of the 2026 Capital Increase with cancellation of the preferential subscription right of the existing shareholders, in favour of members of the personnel of the company and of its Belgian subsidiaries, with a maximum of EUR 1,000,000, by means of the issue of new class B shares, subscribed in cash and fully paid up, which have the same rights and benefits as the existing class B shares and which will participate in the profits of the company as from 1 January 2026. The Extraordinary General Meeting of Shareholders resolves to fix the issue price at a price equal to the average of the closing prices of the last thirty calendar days preceding 10 March 2026, reduced by 16.66%. The maximum amount of the 2026 Capital Increase equals the maximum tax advantage that a member of the personnel will be able to enjoy in the tax declaration of 2027 (revenues 2026), taking into account that the exact amount shall be obtained by dividing EUR 820 (or, in case a different amount would still be determined for the maximum tax benefit for income year 2025, the amount so determined) by the subscription price per share, rounded up to the nearest unit, multiplied by 65% of the total number of members of the personnel of the company and of its Belgian subsidiaries that satisfy the criteria for subscribing to the 2026 Capital Increase, with an absolute maximum of EUR 1,000,000. If the amount of the maximum tax advantage has not yet been determined on 31 January 2026, the amount applicable for revenues year 2025 will be used.
The Extraordinary General Meeting of Shareholders resolves that the shares to be issued within the framework of the 2025 Capital Increase and within the framework of the 2026 Capital Increase are non-transferable for a term of two years after their respective issues. The Extraordinary General Meeting of Shareholders resolves that, if the 2025 Capital Increase and the 2026 Capital Increase are not fully subscribed, the capital will be increased by the amount of the placed subscriptions.
Proposed resolution: the Extraordinary General Meeting resolves to grant a power of attorney to two directors, acting jointly, (i) to fix the issue price of the 2025 Capital Increase in accordance with the formula mentioned under item 2.1° of the agenda, (ii) to fix the issue price of the 2026 Capital Increase in accordance with the formula mentioned under item 2.2° of the agenda, (iii) to fix the number of shares to be issued, the criteria for subscription by the personnel of the company and of its Belgian subsidiaries and the periods for subscription, both for the 2025 Capital Increase and for the 2026 Capital Increase, on the basis of the reports of the Board of Directors mentioned in item 1 of the agenda and (iv) to have the complete or partial realization of the 2025 and 2026 Capital Increases recorded in two notarial deeds and to adjust the articles of association accordingly.
The shareholders will be able to participate in the General Meetings in one of the following four ways: (i) in person, (ii) by means of the electronic communication tool made available by the company through the Lumi platform, (iii) by means of a proxy or (iv) by means of a vote by letter.
In accordance with section 7:134 of the Code of companies and associations and in application of article 27 of the articles of association, the shareholders can participate in the General Meetings and can exercise their voting rights if the company can determine, on the basis of the information received in accordance with the procedure set out below, that on Tuesday 6 May 2025, at 24h00
(Belgian time) (i.e. the "Registration Date") they held the numbers of shares in respect of which they intend to participate in the General Meetings, irrespective of the number of shares they hold on the date of the General Meetings.
In order to be able to participate in and, as the case may be, to vote at the General Meetings, the shareholders must comply with the following formalities:
The holders of registered shares must in accordance with article 27 of the articles of association notify the company via the Lumi platform (via the link www.lumiconnect.com), no later than Wednesday 14 May 2025, the number of shares in respect of which they intend to attend the General Meetings, together with a number of identification details. In addition, they must also indicate the manner in which they wish to participate in the General Meetings (see below, under "Modalities of participation in the General Meetings").
The aforementioned notifications can also be made by ordinary letter or e-mail to the company.
Possession of the aforementioned shares by the shareholders concerned on the Registration Date will be verified by the company on the basis of their entry in the share register of the company.
The holders of shares held on a securities account can:
1° either notify no later than Wednesday 14 May 2025 via the Lumi platform (via the link www.lumiconnect.com) the number of dematerialized shares in their possession on the Registration Date for which they wish to participate in the General Meetings together with a number of identification details. In addition, they must also indicate the manner in which they wish to participate in the General Meetings (see below, under "Modalities of participation in the General Meetings"). The possession of the aforementioned number of dematerialized shares by the shareholders concerned on the Registration Date will then be verified by the company with the financial intermediary, recognised account holder or clearing agency.
2° or demonstrate possession of the number of dematerialized shares on the Registration Date by means of a certificate issued by their financial intermediary, recognized account holder or clearing agency showing how many dematerialized shares are registered in their accounts in the name of the shareholder on the Registration Date, and for which the shareholder has indicated that he wishes to participate in the General meetings. This certificate must then be sent to the company by letter or e-mail, it being understood that, in accordance with article 27 of the articles of association, the certificate must reach the registered office of the company no later than Wednesday 14 May 2025. In addition, they must also indicate the manner in which they wish to participate in the General Meetings (see below, under "Modalities of participation in the General Meetings").
Shareholders have the possibility to participate in person in the General Meetings that will take place at Sparks Meeting, rue Ravenstein / Ravensteinstraat 60 at 1000 Brussels.
Shareholders who have registered via the Lumi platform, thereby indicating that they wish to participate in the General Meetings via the electronic Lumi platform, can participate online on the date of the General Meetings (i.e. 20 May 2025) as from 9.40 a.m. by logging in with their Lumi Connect account via the Lumi platform (via the link www.lumiconnect.com).
Shareholders who have indicated by letter or e-mail that they wish to participate in the General Meetings via the electronic Lumi platform will receive by letter or e-mail an invitation to participate via the Lumi platform together with a personal login and password. On the date of the General Meetings (i.e. 20 May 2025) as from 9.40 a.m., they can log in at the internet address mentioned on the invitation to participate online in the General Meetings.
Every natural person attending the General Meetings in his/her capacity as shareholder, proxyholder or corporate body of a legal person must be able to show proof of his/her capacity and identity. Representatives of legal persons must prove their capacity of corporate body or special proxyholder. The obtention by shareholders of a Lumi Connect account or of the aforementioned personal login details shall constitute full proof of their capacity and identity.
To participate in the General Meetings via this electronic communication tool, you must have a computer, laptop, smartphone or tablet with:
More information on the digital organisation of the General Meetings (e.g. regarding the time and method of logging on to the Lumi platform, the way to ask questions in writing and how to vote during the General Meetings) will be communicated on the company's website under "Investor Relations" - "Elia Group Share" - "Shareholders meetings" (www.eliagroup.eu) in a "User Guide".
Shareholders that wish to be represented in accordance with sections 7:142 and 7:143 of the Code of companies and associations and article 24.3 of the articles of association must, besides fulfilling the aforementioned registration formalities (see above, under "Formalities for participation in the General Meetings"), designate a proxy holder in one of the following two ways:
Shareholders may designate either the Secretary-General of the company or any other person as a proxy holder. In case you appoint the Secretary-General of the company as proxy holder, you must give specific voting instructions in the proxy form (since the Secretary-General is deemed to have a conflict of interest pursuant to section 7:143, §4 of the Code of companies and associations).
Shareholders that so wish may, in accordance with section 7:146 of the Code of companies and associations and article 28.3 of the articles of association, vote by letter on the proposed resolutions that are included on the agenda of the General Meetings. The shareholders wishing to vote by letter, must, in addition to fulfilling the aforementioned registration formalities (see above, under "Formalities for participation in the General Meetings"), communicate their vote in one of the following two ways:
One or more shareholder(s) 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 item(s) to the agenda of the General Meetings, and to include proposed resolutions relating to items already on or to be added to the agenda.
The company must receive the aforementioned written requests by letter or e-mail no later than Monday 28 April 2025, at 16h00 (Belgian time).
In any such case, the company will publish the revised agenda of the General Meetings and will provide the amended proxy forms and forms to vote by letter no later than Monday 5 May 2025.
More detailed information on this can be found on the company's website under "Investor Relations" "Elia Group Share" - "Shareholder meetings" (www.eliagroup.eu).
The shareholders may, in accordance with section 7:139 of the Code of companies and associations and article 24.1, last paragraph of the articles of association, prior to the General Meetings, send the company via the Lumi platform (via the link www.lumiconnect.com), or by letter or e-mail, their possible questions with regard to the reports of the Board of Directors and the statutory auditors, as well as with regard to other items on the agenda of the General Meetings.
These questions must be posted on the Lumi platform by Wednesday 14 May 2025, or, if you send your questions by letter or e-mail, the company must receive these written questions by Wednesday 14 May 2025.
More detailed information about how to exercise this right to ask written questions can be found on the company's website under "Investor Relations" - "Elia Group Share" - "Shareholder meetings" (www.eliagroup.eu).
The statutory annual accounts and consolidated annual accounts (IFRS) of the company for the financial year ended 31 December 2024, the annual reports with respect to the statutory annual accounts and consolidated annual accounts (IFRS) of the company (including the consolidated sustainability information), the reports of the statutory auditors with respect to the statutory annual accounts, consolidated annual accounts (IFRS) and the consolidated sustainability information, the remuneration report and the special reports of the Board of Directors drawn up in view of the items on the agenda of the Extraordinary General Meeting of Shareholders can be found on the company's website under "Investor Relations" - "Elia Group Share" - "Shareholder meetings" (www.eliagroup.eu).
The company's privacy policy is available on our website (https://www.eliagroup.eu/en/privacypolicy). This privacy policy contains information on the processing of your personal data in the context of the General Meetings.
All notifications to the company by virtue of this notice must be submitted to the company's postal or e-mail address, as follows:
The Board of Directors
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