Elia Group NV/SA — Proxy Solicitation & Information Statement 2011

Apr 8, 2011

AT THE LATEST ON THURSDAY 5 MAY 2011, PLEASE:

• SEND A COPY OF THIS DOCUMENT BY FAX (+32 2 546 71 30), FOR THE ATTENTION OF MR. BERT MAES, TO THE COMPANY AND SUBSEQUENTLY DEPOSIT THE ORIGINAL AT THE ORDINARY GENERAL MEETING; OR
• DEPOSIT THE ORIGINAL AT THE REGISTERED OFFICE OF THE COMPANY.

PLEASE NOTE THAT THE REGISTRATION FORMALITIES MENTIONED IN THE CONVOCATION MUST ALSO BE FULFILLED.

Elia System Operator SA/NV

For the attention of Mr. Bert Maes, Investor Relations

Boulevard de l'Empereur 20 B-1000 Brussels, Belgium

Proxy for the Ordinary General Meeting

The undersigned1 :	……………………………………………………………………………………
	……
	,
SA/NV (the "company"),	owner of ……………………………… shares in the limited liability company Elia System Operator
hereby appoints as his/her/its proxy: ………………………………………………………………….
	to represent it/him/her at the Ordinary General Meeting of:
	SA Elia System Operator
to be held on	10 May 2011,
at	10.00 a.m. (Belgian time),
at	Boulevard de l'Empereur 20, B-1000 Brussels, Belgium
(hereafter the "Ordinary General Meeting"),

of which the agenda is as follows:

1. Appointment of directors;

¹ TO BE COMPLETED:

^- for natural persons: name and full address;

^- for legal persons: name, legal form and registered office, as well as the names and functions of the natural persons which validly sign the proxy in the name of the legal person.

1.1 Confirmation of appointment of an independent director and a non-independent director upon proposal of the holders of class C shares in accordance with article 519 of the Belgian Company Code;

a) Confirmation of appointment of an independent director;

Proposed resolution: The Ordinary General Meeting decides in accordance with article 519 of the Belgian Company Code to confirm the appointment of Mrs. Miriam Maes, appointed by cooptation by the Board of Directors on 13 January 2011, as independent director of the company for a term which will end immediately after the present Ordinary General Meeting.

b) Confirmation of appointment of a non-independent director upon proposal of the holders of class C shares;

Proposed resolution: The Ordinary General Meeting decides in accordance with article 519 of the Belgian Company Code to confirm the appointment of Mr. Steve Stevaert, appointed by cooptation by the Board of Directors on 13 January 2011, as non-independent director of the company (upon proposal of the holders of class C shares) for a term which will end immediately after the present Ordinary General Meeting.

1.2 Appointment of seven independent directors;

Proposed resolution: Given the fact that the mandates of the current independent directors of the company expire following the present Ordinary General Meeting, the Ordinary General Meeting decides to reappoint Mr. Luc Van Nevel, Mr. Thierry Willemarck, Mr. Clement De Meersman, Mr. Jacques de Smet, Mr. Jean-Marie Laurent Josi, Mrs. Jane Murphy and Mrs. Miriam Maes as independent directors of the company, for a term of six years. This term starts today and will end immediately after the Ordinary General Meeting of 2017, with respect to the financial year ended 31 December 2016.

The Ordinary General Meeting takes note of the fact that aforementioned directors fulfil the conditions of independence as described in article 526ter of the Belgian Company Code.

The Ordinary General Meeting decides that their mandate will be remunerated on the same basis as before their reappointment.

1.3 Appointment of seven non-independent directors upon proposal of the holders of class C shares;

Proposed resolution: Given the fact that the mandates of the current non-independent directors of the company expire following the present Ordinary General Meeting, the Ordinary General Meeting decides to reappoint Mr. Francis Vermeiren, Mrs. Jennifer Debatisse, Mr. Johan De Roo, Mr. Claude Grégoire, Mrs. Dominique Offergeld, Mrs. Leen Van den Neste and Mr. Steve Stevaert as non-independent directors of the company (upon proposal of the holders of class C shares), for a term of six years. This term starts today and will end immediately after the Ordinary General Meeting of 2017, with respect to the financial year ended 31 December 2016.

The Ordinary General Meeting decides that their mandate will be remunerated on the same basis as before their reappointment.

2. Appointment of statutory auditors;

Proposed resolution: Given the fact that the mandates of the current statutory auditors of the company expire following the present Ordinary General Meeting, the Ordinary General Meeting decides, upon proposal of the works council of the company, to reappoint Ernst & Young Bedrijfsrevisoren BCV (represented by Mr. Van Dooren) and Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren BCV (represented by Mr. Palm) as statutory auditors of the company, for a term of three years. This term starts today and will end immediately after the Ordinary General Meeting of 2014, with respect to the financial year ended 31 December 2013.

The Ordinary General Meeting decides to determine the annual remuneration of the joint statutory auditors at 90.000 EUR, to be adjusted annually with the cost of living index. The proposed resolution is made provided that the CREG renders an unanimous opinion.

1. Annual report of the Board of Directors on the annual accounts for the financial year ended 31 December 2010;

2. Report of the statutory auditors on the annual accounts for the financial year ended 31 December 2010;

3. Approval of the annual accounts for the financial year ended 31 December 2010, including the allocation of result;

Proposed resolution: The Ordinary General Meeting decides to approve the annual accounts for the financial year ended 31 December 2010, including the allocation of result.

1. Annual report of the Board of Directors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010;

2. Report of the statutory auditors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010;

3. Discussion of the consolidated annual accounts (IFRS) for the financial year ended 31 December 2010;

4. Discharge of the directors and the statutory auditors;

Proposed resolution: The Ordinary General Meeting decides to grant discharge to the directors and to the statutory auditors for the execution of their mandate during the financial year ended 31 December 2010.

1. Miscellaneous.

Attendance formalities

The undersigned (mandator) hereby declares having fulfilled in due time all the necessary formalities to attend the Ordinary General Meeting. The evidence of this fulfillment must be given to the company by the proxy holder at the latest on Thursday 5 May 2011.

Authorities of the proxy holder

The proxy holder is hereby granted the authority to take the following actions on behalf of the undersigned: to vote or abstain from voting on any proposal regarding the items on the agenda and on any proposal, to amend, remove or add any item to the agenda, to sign any minutes, deed or document and, in general, to do everything that is necessary or useful to execute this proxy.

Should the Ordinary General Meeting not be able to deliberate validly or should it be postponed for any reason whatsoever, the proxy holder is granted the authority to attend any subsequent meeting having the same agenda or a similar agenda, as long as evidence is provided that the undersigned still owns, at the record date before the next general meeting, the shares of the company mentioned on page 1 of this proxy.

Done at:

On:

(signature)

_________________________

(The signature should be preceded by the handwritten mention "GOOD FOR PROXY")