Proxy Solicitation & Information Statement • Apr 18, 2025
Proxy Solicitation & Information Statement
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BY WEDNESDAY, 14 MAY 2025, PLEASE:
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 EXTRAORDINARY GENERAL MEETING MUST ALSO BE COMPLIED WITH.
For the attention of Mrs Siska Vanhoudenhoven Secretary-General Boulevard de l'Empereur 20 B-1000 Brussels
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
to represent the undersigned and to vote on his/her/its behalf at the Extraordinary General Meeting of:
to be held on Tuesday 20 May 2025,
immediately after the Ordinary General Meeting of the company held on Tuesday, 20 May 2025, at 10h00,
at Sparks Meeting, Ravensteinstraat / rue Ravenstein 60 at 1000 Brussels (hereafter the "Extraordinary General Meeting"),
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 function of the natural person(s) who validly sign(s) the proxy on behalf of the legal person.
2 NUMBER OF SHARES TO BE COMPLETED AND DELETE WHAT DOES NOT APPLY
3 TO BE COMPLETED
Presentation and discussion of
(i) the special report of the Board of Directors, drawn up in accordance with sections 7:179 and 7:191 of the Code of companies and associations, and the report of the statutory auditors, also drawn up in accordance with the aforementioned sections of the Code of companies and associations, concerning a capital increase in cash with cancellation of the preferential subscription right of the shareholders in favour of the members of the personnel of the company and of its Belgian subsidiaries within the meaning of section 1:15 of the Code of companies and associations, and
Proposed resolution: the Extraordinary General Meeting of Shareholders resolves:
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
4 TICK WHAT APPLIES
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.
□ for □ against □ abstention
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 Extraordinary General Meeting. Proof hereof must be delivered to the company no later than Wednesday, 14 May 2025.
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 Extraordinary General Meeting, 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 Extraordinary General Meeting 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 Extraordinary General Meeting, including the Extraordinary General Meeting that will be convened on 20 June 2025 at 2 p.m., if at the Extraordinary General Meeting the required quorum of attendance is not reached.
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 and section 26.1, second paragraph of the articles of association to add to the agenda of the Extraordinary General Meeting one or more items to be discussed and to file proposed resolutions relating to items already on or to be added to the agenda.
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).
In any such case, the company will no later than Monday, 5 May 2025, 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 Extraordinary General Meeting (i.e. no later than Monday, 5 May 2025) 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.
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 14 May 202.
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")
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