Elia Group NV/SA — Proxy Solicitation & Information Statement 2019

Apr 12, 2019

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Proxy for the Ordinary General Meeting of Shareholders

BY WEDNESDAY, 15 MAY 2019, PLEASE:

• FAX A COPY OF THE PROXY TO THE COMPANY (+32 2 546 71 60 for the attention of Mrs Aude Gaudy) AND SUBSEQUENTLY DEPOSIT THE ORIGINAL AT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS; OR
• SEND THE ORIGINAL SIGNED PROXY TO THE COMPANY BY REGISTERED LETTER, WHICH MUST REACH THE COMPANY BY WEDNESDAY, 15 MAY 2019 (Elia System Operator SA, for the attention of Mrs Aude Gaudy, Deputy Secretary General, Boulevard de l'Empereur 20, B-1000 Brussels, Belgium); OR
• SEND A SCANNED COPY OF THE PROXY TO THE COMPANY BY E-MAIL (aude.gaudy@elia.be) AND SUBSEQUENTLY DEPOSIT THE ORIGINAL AT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS.

FOR THE SAKE OF GOOD ORDER, PLEASE NOTE THAT THE FORMALITIES SET FORTH IN THE NOTICE OF CONVOCATION FOR THE PURPOSES OF PARTICIPATING AND VOTING AT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS MUST ALSO BE COMPLIED WITH.

Elia System Operator SA/NV

For the attention of Mrs Aude Gaudy Secretary General Boulevard de l'Empereur 20 B-1000 Brussels, Belgium

Proxy for the Ordinary General Meeting of Shareholders

1 The undersigned:
	,
owner of
registered shares, dematerialized shares2
	in the public limited liability company Elia System Operator SA/NV (the "company"),
	hereby appoints as his/her/its special proxyholder:
General Meeting of Shareholders of:	to represent the undersigned at and to vote on his/her/its behalf at the Ordinary
	Elia System Operator SA/NV
to be held on Tuesday, 21 May 2019,

¹ TO BE COMPLETED:

at 10 AM,

• for natural persons: name, first name and full address;

• for legal persons: name, legal form and registered office, as well as name and position of the natural person(s) who validly sign(s) the proxy on behalf of the legal person.

² DELETE WHERE NOT APPLICABLE

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at the Square Brussels Meeting Centre, Coudenberg Entrance, Coudenberg 3, B-1000 Brussels, Belgium

(hereafter the "Ordinary General Meeting of Shareholders"),

of which the agenda, including the proposed resolutions³ , is as follows:

1.	Annual report of the Board of Directors on the annual accounts for the financial year ended 31 December 2018;
2.	Report of the statutory auditors on the annual accounts for the financial year ended 31 December 2018;
3.	Approval of the annual accounts for the financial year ended 31 December 2018, including the allocation of the result;
	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the annual accounts for the financial year ended 31 December 2018, including the allocation of the result.
	□ for	□ against	□ abstention
4.	Approval of the remuneration report for the financial year ended 31 December 2018;
	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the remuneration report for the financial year ended 31 December 2018.
	□ for	□ against	□ abstention
5.	Annual report of the Board of Directors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2018;
6.	Report of the statutory auditors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2018;
7.	Discussion of the consolidated annual accounts (IFRS) for the financial year ended 31 December 2018;
8.	Discharge in favour of the directors;
	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to grant discharge to the directors for the performance of their duties during the financial year ended 31 December 2018.
	□ for	□ against	□ abstention
9.	Discharge in favour of the statutory auditors;
	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to grant discharge to the statutory auditors for the performance of their duties during the financial year ended 31 December 2018.

³ MARK WHERE APPROPRIATE IN THE EVENT THAT VOTING INSTRUCTIONS ARE GIVEN

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□ for	□ against	□ abstention

10. Miscellaneous.

Attendance formalities

The undersigned (principal) hereby declares that he/she/it has in due time complied with all the formalities set forth in the notice of convocation for the purposes of participating and voting at the Ordinary General Meeting of Shareholders. Proof hereof must be delivered to the company by Wednesday, 15 May 2019.

Powers of the special proxyholder

The aforementioned special proxyholder is hereby authorized to take the following actions on behalf of the undersigned: to vote or abstain from voting on any proposed resolutions regarding the items on the agenda of the Ordinary General Meeting of Shareholders, as the case may be, in accordance with the voting instructions mentioned above.

Furthermore, the aforementioned special proxyholder is hereby authorized to sign on behalf of the undersigned any minutes, deeds or documents and, in general, to do everything that is necessary or useful to execute this proxy.

Should the Ordinary General Meeting of Shareholders not be able to deliberate validly or should it be postponed for any reason whatsoever, the aforementioned special proxyholder is authorized to attend any subsequent meeting having the same or a similar agenda. However, this shall only apply insofar the principal has in due time complied with the required formalities to participate and vote at the subsequent ordinary general meeting of shareholders.

The effect of (possible) exercise of the right to add items to the agenda and to file proposed resolutions on the proxy form

One or more shareholders holding alone or together three per cent (3%) of the share capital of the company can exercise his/her/its/their right in accordance with section 533ter of the Belgian Companies Code to add to the agenda of the Ordinary General Meeting of Shareholders one or more items to be dealt with and to file proposed resolutions relating to items already on or to be added to the agenda.

In any such case, the company will no later than Friday, 3 May 2019, make available to its shareholders on its website under "Investor Relations" – "Shareholders' meeting" (www.eliagroup.eu) the relevant forms that can be used to vote by proxy, to which are added the additional items to be dealt with and the attendant proposed resolutions that might be placed on the agenda and/or just the proposed resolutions that might be formulated.

In that case, the following rules will apply:

• (a) If the present proxy has been validly notified to the company before publication of the revised agenda of the Ordinary General Meeting of Shareholders (i.e. on Friday, 3 May 2019 at the latest), it will remain valid with regard to the items mentioned on the agenda for which it was given;
• (b) If the company has published a revised agenda including one or more new proposed resolutions for items which were initially mentioned on the agenda, the special proxyholder may deviate from any instructions given by the principal if execution of such instructions might compromise the principal's interests. In that case, the special proxyholder must inform the principal thereof.

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	(c) If the company has published a revised agenda including one or more new items to be dealt with, the proxy must indicate whether or not the special proxyholder is authorised to vote on these new items or whether he/she should abstain. In view 4 of the foregoing, and as applicable, the special proxyholder must:
□	abstain on the new items and the attendant proposed resolutions that might be placed on the agenda of the Ordinary General Meeting of Shareholders;
□	vote on the new items and the attendant proposed resolutions that might be placed on the agenda of the Ordinary General Meeting of Shareholders, as he/she considers appropriate, taking into account the principal's interests.
	If the principal has not marked either of these boxes or if the principal has marked both boxes, the special proxyholder must abstain from voting on the new items and the attendant proposed resolutions that might be placed on the agenda of the Ordinary General Meeting of Shareholders.
	More detailed information on this can be found on the company's website under "Investor Relations" – "Shareholders' meeting" (www.eliagroup.eu).
Done at:
On:
	(signature(s))
(The signature(s) should be preceded by the handwritten mention "GOOD FOR

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

⁴ MARK WHERE APPROPRIATE