Proxy Solicitation & Information Statement • Apr 18, 2025
Proxy Solicitation & Information Statement
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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 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 Ordinary General Meeting of:
to be held on Tuesday 20 May 2025,
at 10 a.m.,
at Sparks Meeting, Ravensteinstraat / rue Ravenstein 60 at 1000 Brussels (hereafter the "Ordinary General Meeting"),
3 TO BE COMPLETED
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
4 TICK WHAT APPLIES
Annual report of the Board of Directors on the statutory annual accounts for the financial year ended 31 December 2024
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.
□ for □ against □ abstention
Proposed resolution: the Ordinary General Meeting of Shareholders resolves to approve the remuneration report for the financial year ended 31 December 2024.
□ for □ against □ abstention
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.
□ for □ against □ abstention
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.
□ for □ against □ abstention
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.
□ for □ against □ abstention
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.
□ 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 Ordinary 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 Ordinary 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 Ordinary 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 Ordinary General Meeting.
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 Ordinary 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.
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 Ordinary 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.
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).
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 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).
Done at: On:
(signature(s))
_________________________
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