Elia Group NV/SA — Proxy Solicitation & Information Statement 2022

Apr 15, 2022

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Proxy for the Ordinary General Meeting of Shareholders

BY WEDNESDAY, 11 MAY 2022, PLEASE:

• FAX A DATED AND SIGNED COPY OF THE PROXY TO THE COMPANY (+32 2 546 71 30 for the attention of Mrs Siska Vanhoudenhoven); OR
• SEND THE ORIGINAL DATED AND SIGNED PROXY TO THE COMPANY BY LETTER, WHICH MUST REACH THE COMPANY NO LATER THAN WEDNESDAY, 11 MAY 2022 (Elia Group SA, for the attention of Mrs Siska Vanhoudenhoven, Secretary-General, Boulevard de l'Empereur 20, B-1000 Brussels); OR
• SEND A (SCANNED OR PHOTOGRAPHED) COPY OF THE DATED AND SIGNED PROXY TO THE COMPANY BY E-MAIL (shareholder@eliagroup.eu).

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 Group SA/NV

For the attention of Mrs Siska Vanhoudenhoven Secretary-General Boulevard de l'Empereur 20 B-1000 Brussels

Proxy for the Ordinary General Meeting of Shareholders

The undersigned:1
	,
owner of
registered shares,
dematerialized shares2
in Elia Group SA/NV (the "company"),
	hereby appoints as his/her/its special proxyholder:
	3
General Meeting of Shareholders of:	to represent the undersigned at and to vote on his/her/its behalf at the Ordinary
	Elia Group SA/NV
to be held on Tuesday 17 May 2022, at 10h00,
Brussels	at the Square Brussels Meeting Centre, Coudenberg Entrance, Coudenberg 3, 1000
	(hereafter the "Ordinary General Meeting of Shareholders"),

¹ TO BE COMPLETED:

^- 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 NUMBER OF SHARES TO BE FILLED IN AND DELETE WHAT DOES NOT APPLY

³ TO BE COMPLETED

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of which the agenda, including the proposed resolutions4						, is as follows:
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1.	Annual report of the Board of Directors on the statutory annual accounts for the financial year ended 31 December 2021;
2.	Report of the statutory auditors on the statutory annual accounts for the financial year ended 31 December 2021;
3.	Approval of the statutory annual accounts for the financial year ended 31 December 2021, including the allocation of the result;
	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the statutory annual accounts for the financial year ended 31 December 2021, including the allocation of the result.
	□ for	□ against	□ abstention
4.	Approval of the adjusted remuneration policy;
	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the adjusted remuneration policy applicable as of 1 January 2022.
	□ for	□ against	□ abstention
5.	ended 31 December 2021;	Explanation and advisory vote on the remuneration report for the financial year
	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the remuneration report for the financial year ended 31 December 2021.
	□ for	□ against	□ abstention
6.	for the financial year ended 31 December 2021;	Annual report of the Board of Directors on the consolidated annual accounts (IFRS)
7.	Report of the statutory auditors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2021;
8.	31 December 2021;	Discussion of the consolidated annual accounts (IFRS) for the financial year ended
	financial year ended 31 December 2021;	Discharge in favour of the directors for the performance of their duties during the
9.	the financial year ended 31 December 2021.	Proposed resolution: the Ordinary General Meeting of Shareholders resolves to grant discharge in favour of the directors for the performance of their duties during
	□ for	□ against	□ abstention

⁴ TICK WHAT APPLIES

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	grant discharge in favour of the statutory auditors for the performance of their duties during the financial year ended 31 December 2021.
	□ for	□ against	□ abstention
11.		Notification of the voluntary resignation of an independent director and appointment of a new independent director and fixation of her remuneration;
	ended 31 December 2024.	Proposed resolution: the Ordinary General Meeting of Shareholders takes note of the voluntary resignation of madam Jane Murphy (independent director) with effect immediately after the present Ordinary and Extraordinary General Meeting of Shareholders, and appoints madam Laurence de l'Escaille as independent director of the company for a term of three years starting today, following the Ordinary and Extraordinary General Meeting of the company, and ending immediately after the Ordinary General Meeting of Shareholders of 2025 regarding the financial year
		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 applicable remuneration policy of the company.
	□ for	□ against	□ abstention
12.		Notification of the expiration of the term of directorship of an independent director and appointment of a new independent director and fixation of her remuneration;
	ended 31 December 2024.	Proposed resolution: the Ordinary General Meeting of Shareholders takes note of the expiration of the term of directorship of madam Saskia Van Uffelen (independent director) with effect immediately after the present Ordinary General Meeting of Shareholders, and appoints madam Pascale Van Damme as independent director of the company for a term of three years starting today, following the Ordinary General Meeting of the company, and ending immediately after the Ordinary General Meeting of Shareholders of 2025 regarding the financial year
		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 applicable remuneration policy of the company.
	□ for	□ against	□ abstention
13.		Re-appointment of an independent director and fixation of his remuneration;
		Proposed resolution: the Ordinary General Meeting of Shareholders resolves to

Proposed resolution: the Ordinary General Meeting of Shareholders resolves to

three years starting today, following the Ordinary General Meeting of the company,

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and ending immediately after the Ordinary General Meeting of Shareholders of 2025 regarding the financial year ended 31 December 2024.

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 applicable remuneration policy of the company.

□ for	□ against	□ abstention

1. Re-appointment of an independent director and fixation of his remuneration;

Proposed resolution: the Ordinary General Meeting of Shareholders resolves to re-appoint mister Luc De Temmerman as independent director of the company for a term of three years starting today, following the Ordinary General Meeting of the company, and ending immediately after the Ordinary General Meeting of Shareholders of 2025 regarding the financial year ended 31 December 2024.

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 applicable remuneration policy of the company.

1. Notification of the voluntary resignation of a non-independent director and of the cooptation of a non-independent director and appointment of a new nonindependent director and fixation of his remuneration;

Proposed resolution: the Ordinary General Meeting of Shareholders takes note of the voluntary resignation of mister Luc Hujoel (non-independent director) with effect from 31 December 2021 at midnight, as well as of the decision by the Board of Directors of the company of 17 December 2021 to co-opt mister Thibaud Wyngaard with effect from 1 January 2021.

Subsequently, the Ordinary General Meeting resolves to appoint the Intercommunal Association in the form of a Cooperative Society Interfin, permanently represented by mister Thibaud Wyngaard, as a non-independent director of the company for a term of four years starting today, following the Ordinary General Meeting of Shareholders of the company, and ending immediately after the Ordinary General Meeting of Shareholders of 2026 regarding the financial year ended 31 December 2025. In view of this resolution, the mandate of mister Thibaud Wyngaard as coopted non-independent director ends at the end of today's Ordinary General Meeting of Shareholders.

The Ordinary General Meeting of Shareholders resolves that the mandate of the aforementioned non-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 applicable remuneration policy of the company.

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	□ for	□ against	□ abstention
16.	Miscellaneous.

Attendance formalities

The undersigned (principal) hereby declares to have 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 no later than Wednesday, 11 May 2022.

Powers of the special proxyholder

The aforementioned special proxyholder may vote or abstain from voting on behalf of the undersigned on all proposed resolution concerning the items on the agenda of the Ordinary General Meeting of Shareholders, as the case may be, in accordance with the voting instructions given above.⁵

Furthermore, by virtue of the proxy, the aforementioned special proxyholder is 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 validly deliberate or should it be postponed for any reason whatsoever, the aforementioned special proxyholder is, by virtue of this proxy, authorized to attend any subsequent meeting having the same or 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 effects of the (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 7:130 of the Code of companies and associations to add to the agenda of the Ordinary General Meeting of Shareholders one or more items to be discussed 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 Monday, 2 May 2022, make available to its shareholders on its website under "Investor Relations" - "Elia Group Share" - "Shareholder meetings" (www.eliagroup.eu) the new forms that can be used to vote by proxy, to which are added the additional items to be discussed and the associated proposed resolutions that might be placed on the agenda and/or just the proposed resolutions that might be formulated.

The proxy forms that have been validly delivered to the company prior to the publication of the revised agenda of the Ordinary General Meeting of Shareholders (i.e. no later than Monday, 2 May 2022) will remain valid with regard to the items mentioned on the agenda for which it was given.

By way of derogation from the foregoing, the special proxyholder is not authorised to vote on items for which new proposed resolutions have been submitted or on new items to be discussed.

5 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).

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If the shareholder in question wishes the special proxyholder to be able to vote on the new proposed resolutions or on new items to be discussed, the company must receive from the shareholder in question the new proxy form completed, dated and signed no later than 11 May 2022.

More detailed information on this can be found on the company's website under "Investor Relations" - "Elia Group Share" - "Shareholder meetings" (www.eliagroup.eu).

Done at:
On:
(signature(s))

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