Elia Group NV/SA — Remuneration Information 2022

Apr 15, 2022

REMUNERATION REPORT ELIA GROUP SA/NV

REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE MANAGEMENT BOARD

Introduction

This remuneration report relates to the remuneration of the members of the Board of Directors and of the Executive Management Board of Elia Group SA/NV during the financial year 2021. This remuneration report is based on the remuneration policy applicable in the company since 2021.

This remuneration policy was drafted and approved by the Board of Directors of 25 March 2021 based on a reasoned advice of the Remuneration Committee of Elia Group SA/NV on 24 March 2021, in order to submit it for approval to the Ordinary General Meeting of 18 May 2021. The Ordinary General Meeting of 18 May 2021 approved the remuneration policy.

The remuneration policy can be consulted using the following hyperlink: https://www.elia.be/en/investor-relations/shareholders-meetingsoverview/2021-may-shareholder-meeting-details

This remuneration policy applies within Elia Group SA/NV as from 1st January 2021.

A new remuneration policy will be submitted to the Ordinary General Meeting of Elia Group SA/NV of 17 May 2022, in accordance with Article 7:89/1 of the Belgian Code of Companies and Associations. Subject to approval by the said General Meeting, it will be applicable as from 1st January 2022.

1. Total remuneration of the members of the Board of Directors and of the Executive Management Board

1.1. Total remuneration of the members of the Board of Directors

The Board of Directors of Elia Group SA/NV is composed of 14 non executive board members. The present report gives an overview of their remuneration for all their mandates within the Elia group.

Until 18 May 2021, all members of the Board of Directors of Elia Group SA/NV were also member of the Board of Directors of Elia Transmission Belgium SA/NV and Elia Asset SA/NV. However, independent director Frank Donck voluntarily resigned from the Boards of Directors of Elia Transmission Belgium SA/NV and Elia Asset SA/NV as of 18 May 2021, so that he is now a member of the Elia Group SA/NV Board of Directors only.

1.1.1. Fixed remuneration

The remuneration of the directors consists of a base salary of €12,500 for Elia Group SA/NV, €6,250 for Elia Transmission Belgium SA/NV and €6,250 for Elia Asset SA/NV and an attendance fee per meeting of the Board of Directors of €750 for Elia Group SA/NV, €375 for Elia Transmission Belgium SA/NV and €375 for Elia Asset SA/NV, starting with the first Board meeting attended by the director. The base salary and the attendance fee are increased by 100% for the Chairman of the Board of Directors of both Elia Group SA/NV and Elia Transmission Belgium SA/NV and Elia Asset SA/NV.

The base salary for each member of the Audit Committee, the Remuneration Committee, the Nomination Committee (Elia Group SA/NV) respectively the Corporate Governance Committee (Elia Transmission Belgium SA/NV / Elia Asset SA/NV) and the Strategic Committee (which only exists in Elia Group SA/NV) is set at €3,000 per annum per committee of Elia Group SA/NV and at €1,500 per annum per committee of Elia Transmission Belgium SA/NV and of Elia Asset SA/NV. The attendance fee, starting with the first meeting attended by the member, for each member of a committee is set at €750 per committee meeting of Elia Group SA/NV and at €375 per committee meeting of Elia Transmission Belgium SA/NV and of Elia Asset SA/NV. The base salary and the attendance fee are increased by 30% for each committee Chairman.

The base salaries and attendance fees are indexed each year in January according to the consumer price index for the month of January 2016.

The base salaries and attendance fees cover all expenses, with the exception of (a) expenses incurred by directors domiciled outside Belgium during the exercise of their mandate (such as transport and subsistence expenses), insofar these directors are domiciled outside Belgium at the time of their appointment or, if the directors in question change their domicile after their appointment, after approval of the Remuneration Committee, (b) of all expenses incurred by directors in the event a meeting of the Board of Directors is organized outside Belgium (e.g. in Germany) and (c) of all expenses incurred by directors during their travels abroad in the framework of their mandate, at the request of the Chairman or the Vice-Chairmen of the Board of Directors.

All costs and fees are charged to the company's operating expenses. In 2021, one meeting of the Board of Directors has been organized outside Belgium, in particular in Germany, for which the Company has paid the expenses.

All remunerations were granted in proportion to the duration of the directorship.

At the end of each first, second and third quarter an advance on the annual fees is paid to the directors. A final settlement is made in December of the current year.

The table below reflects the total fixed remuneration (including indexation) paid out to each director for all mandates within the Elia group during the financial year 2021 in execution of the rules set out above.

	Fixed remuneration	Total fixed remuneration
Directors	Base salary	Attendance fees
Michel ALLÉ	€ 38,753.50	€ 31,668.00	€ 70,421.50
Pieter DE CREM1	€ 40,053.00	€ 32,480.00	€ 72,533.00
Luc DE TEMMERMAN2	€ 42,001.50	€ 42,711.20	€ 84,712.70
Frank DONCK3	€ 27,635.64	€ 27,608.00	€ 55,243.64
Cécile FLANDRE4	€ 27,063.00	€ 12,992.00	€ 40,055.00
Claude GRÉGOIRE	€ 30,310.00	€ 21,112.00	€ 51,422.00
Bernard GUSTIN5	€ 57,373.00	€ 36,540.00	€ 93,913.00

1 Director as from 9 February 2021.

Peter De Crem's fees are paid to the company Ed Merc BV.

² Luc De Temmerman's fees are paid to the company InDeBom Strategies Comm.V.

³ Frank Donck's fees are paid to the company Ibervest NV.

⁴ Cécile Flandre's fees are paid to the company Publi-T SC.

⁵ Bernard Gustin's fees are paid to the company Bernard Gustin SRL.

Luc HUJOEL6	€ 35,506.50	€ 34,672.40	€ 70,178.90
Roberte KESTEMAN7	€ 42,066.76	€ 36,540.00	€ 78,606.76
Jane MURPHY	€ 33,558.00	€ 30,044.00	€ 63,602.00
Dominique OFFERGELD	€ 40,053.00	€ 30,856.00	€ 70,909.00
Rudy PROVOOST	€ 36,805.00	€ 27,608.00	€ 64,413.00
Saskia VAN UFFELEN8	€ 33,558.00	€ 24,360.00	€ 57,918.00
Geert VERSNICK9	€ 31,284.10	€ 18,676.00	€ 49,960.10
Total	€ 516,021.00	€ 407,867.60	€ 923,888.60

The tables below give a detailed overview of the fixed remuneration (including indexation) paid out to each director for the mandates within Elia Group SA/NV, Elia Transmission Belgium SA/NV and Elia Asset SA/NV respectively.

6 Director until 31 December 2021 at midnight.

Luc Hujoel's fees are paid to the company Interfin SCRL.

⁷ Roberte Kesteman's fees are paid to the company Symvouli BV.

⁸ Saskia Van Uffelen's fees are paid to the company Quadrature Cabinet Conseil SRL.

⁹ Geert Versnick's fees are paid to the company Fleming Corporation BV.

	Fix ed ion of th e d ire in Eli a G SA / NV rat cto re mu ne rs rou p
Eli a G rou p SA / NV	Bo ard of D ire cto rs		Au dit Co itt mm ee		No mi tio n C mi tte na om e		Re ion Co itt rat mu ne mm ee		Str ic Co itt ate g mm ee
Dir tor ec s	lar Ba se sa y	da At ten nc e	lar Ba se sa y	da At ten nc e	lar Ba se sa y	da At ten nc e	lar Ba se sa y	da At ten nc e	lar Ba se sa y	da At ten nc e
		fee s		fee s		fee s		fee s		fee s
É he l A Mic LL Ch f air ma n o the dit Au Co itte mm e	€ 1 3, 5 3 1. 0 0	€ 3 0 8. 0 0 7,	€ 4 2 21 0 .1 ,	€ 27 8. 0 0 5,	-	-	-	-	€ 3, 24 0 0 7.	€ 6, 9 6. 0 0 4
Pie D E ter 10 CR EM	€ 1 3, 5 3 1. 0 0	€ 6, 4 9 6. 0 0	-	-	€ 3, 24 7. 0 0	€ 5, 6 8 4. 0 0	€ 3, 24 7. 0 0	€ 4 0 6 0. 0 0 ,	-	-
Luc D E TE MM ER MA N Ch air f ma n o the Re ion rat mu ne Co itte mm e	€ 1 3, 5 3 1. 0 0	€ 7, 3 0 8. 0 0	-	-	€ 3, 24 7. 0 0	€ 7, 3 0 8. 0 0	€ 4 2 21 .1 0 ,	€ 6, 3 3 3. 6 0	-	-
Fra nk DO NC K	€ 3, 3 0 0 1 5 1.	€ 3 0 8. 0 0 7,	€ 3, 24 0 0 7.	€ 4 0 6 0. 0 0 ,	€ 3, 24 0 0 7.	€ 3 0 8. 0 0 7,	-	-	-	-
Cé cile FLA ND RE	€ 1 3, 5 3 1. 0 0	€ 6, 4 9 6. 0 0	-	-	-	-	-	-	-	-
Cla ud e ÉG GR OI RE e-C ha Vic irm an of the ard Bo of Dir ect ors	€ 1 3, 5 3 1. 0 0	€ 7, 3 0 8. 0 0	-	-	-	-	-	-	€ 3, 24 7. 0 0	€ 6, 4 9 6. 0 0

¹⁰ Director as from 9 February 2021..

Be rd rna GU ST IN f Ch air ma n o the ard of Bo Dir ect ors	€ 27 0 6 2. 0 0 ,	€ 14 6 16 0 0 ,	-	-	-	-	-	-	€ 3, 24 7. 0 0	€ 7, 3 0 8. 0 0
11 JO Luc HU EL Ch f air ma n o the No mi tio na n Co itte mm e	€ 1 3, 5 3 1. 0 0	€ 7, 3 0 8. 0 0	-	-	€ 4 2 21 .1 0 ,	€ 9, 5 0 0.4 0	-	-	-	-
be Ro rte ST KE EM AN	€ 1 3, 5 3 1. 0 0	€ 7, 3 0 8. 0 0	€ 3, 24 7. 0 0	€ 4 0 6 0. 0 0 ,	-	-	€ 3, 24 7. 0 0	€ 4 8 7 2. 0 0 ,	-	-
Jan e M UR PH Y	3, 3 0 0 € 1 5 1.	3 0 8. 0 0 € 7,	-	-	3, 24 0 0 € 7.	3 0 8. 0 0 € 7,	-	-	-	-
Do mi niq ue OF FER GE LD	€ 1 3, 5 3 1. 0 0	€ 6, 4 9 6. 0 0	€ 3, 24 7. 0 0	€ 4 0 6 0. 0 0 ,	-	-	€ 3, 24 7. 0 0	€ 4 8 7 2. 0 0 ,	-	-
dy Ru PR OV OO ST	€ 1 3, 5 3 1. 0 0	€ 7, 3 0 8. 0 0	€ 3, 24 7. 0 0	€ 3, 24 8. 0 0	-	-	-	-	€ 3, 24 7. 0 0	€ 6, 4 9 6. 0 0
Sa ski a V AN UF FEL EN	€ 1 3, 5 3 1. 0 0	€ 7, 3 0 8. 0 0	-	-	-	-	€ 3, 24 7. 0 0	€ 4 8 7 2. 0 0 ,	-	-

¹¹ Director until 31 December 2021 at midnight.

Luc Hujoel's fees are paid to the company Interfin SCRL.

Ge ert
VE RS NIC K
Vic e-C ha irm an
of the Bo ard
of Dir ect ors	€ 3, 3 0 0 1 5 1.	€ 6 8 0 0 5, 4.	-	-	-	-	-	-	€ 4 2 21 0 .1 ,	€ 3 0 8. 0 0 7,
d C ha irm an an
of the
Str ic ate g
Co itte mm e

l ia E	ixe d ion f t he d ire f E l ia iss ion lg iu SA / ho lso d ire f E l ia Gr F at cto Tr B NV cto re m un er o rs o an sm e m a re a rs o ou p w 12 SA / NV
iss ion Tr an sm lg iu Be m	d o f D ire Bo cto ar rs		d it Co itt Au ee m m		Co Go at rp or e ve rn an ce Co itt m m ee		ion C itt Re t ne ra om ee mu m
SA / NV ire D cto rs	lar Ba se sa y	da At te n nc e fe es	lar Ba se sa y	da At te n nc e fe es	lar Ba se sa y	da At te n nc e fe es	lar Ba se sa y	da At te n nc e fe es
É he l A Mi LL c ha f t he C irm an o d it Au Co itt mm ee	€ 6, 76 6. 0 0	€ 3, 65 0 0 4.	€ 2, 2 0 11 1.	€ 2, 6 3 9. 0 0	-	-	-	-
Pie ter D E 13 CR EM	€ 6, 76 6. 0 0	€ 3, 24 8. 0 0	-	-	€ 1, 6 24 0 0	€ 2, 8 4 2. 0 0	€ 1, 6 24 0 0	€ 2, 0 3 0. 0 0
Lu c D E TE MM ER MA N C ha irm f t he an o Re t ion mu ne ra Co itt mm ee	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	-	-	€ 1, 6 24 0 0	€ 4 0 6 0. 0 0 ,	€ 2, 11 1. 2 0	€ 3, 16 6. 8 0
14 k D Fra ON CK n	€ 2, 57 1. 0 8	€ 1, 21 8. 0 0	€ 6 17 .1 2	€ 1, 21 8. 0 0	€ 6 17 .1 2	€ 2, 0 3 0. 0 0	-	-
éc C i le FL AN DR E	€ 6, 76 6. 0 0	€ 3, 24 8. 0 0	-	-	-	-	-	-
C lau de ÉG GR OI RE ha Vic C irm e- an f t he B d o f o oa r Dir tor ec s	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	-	-	-	-	-	-
Be d GU ST IN rna r ha f t he C irm an o d o f Bo ar Dir tor ec s	€ 1 3, 5 3 2. 0 0	€ 7, 3 0 8. 0 0	-	-	-	-	-	-

15 OE Lu c H UJ L ha f t he C irm an o Co te rp ora Go ve rn an ce Co itt mm ee	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	-	-	€ 2, 11 1. 2 0	€ 5, 27 8. 0 0	-	-
Ro be rte KE ST EM AN	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	€ 1, 6 24 0 0	€ 2, 0 3 0. 0 0	€ 1, 0 0 6. 8 8	€ 2, 0 3 0. 0 0	€ 1, 6 24 0 0	€ 2, 4 3 6. 0 0
Ja M UR PH Y ne	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	-	-	€ 1, 6 24 0 0	€ 4 0 6 0. 0 0 ,	-	-
Do mi niq ue OF FE RG EL D	€ 6, 76 6. 0 0	€ 3, 24 8. 0 0	€ 1, 6 24 0 0	€ 2, 0 3 0. 0 0	-	-	€ 1, 6 24 0 0	€ 2, 4 3 6. 0 0
Ru dy PR OV O O ST	€ 6, 76 6. 0 0	€ 3, 65 0 0 4.	€ 6 24 0 0 1,	€ 6 24 0 0 1,	-	-	-	-
kia Sa VA N s UF FE LE N	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	-	-	-	-	€ 1, 6 24 0 0	€ 2, 4 3 6. 0 0
Ge ert VE RS NI CK Vic C ha irm e- an f t he B d o f o oa r Dir tor ec s	€ 6, 76 6. 0 0	€ 2, 8 4 2. 0 0	-	-	-	-	-	-

¹² Lieve Creten is a director of Elia Transmission Belgium SA/NV, but is not a director of Elia Group SA/NV. Her remuneration is therefore not disclosed in the present remuneration report, in accordance with applicable legislation. Please note however that her remuneration is in line with the remuneration policy and therefore in line with the remuneration of the other directors of Elia Transmission Belgium SA/NV.

¹³ Director as from 9 February 2021.

¹⁴ Director until 18 May 2021.

¹⁵ Director until 31 December 2021 at midnight.

Luc Hujoel's fees are paid to the company Interfin SCRL.

	16 ixe d ion f t he d ire f E l ia / ho lso d ire f E l ia / F at cto As t SA NV cto Gr SA NV re m un er o rs o se w a re a rs o ou p
l ia E As t se / SA NV ire D cto rs	f D Bo d o ire cto ar rs		Au d it Co itt m m ee		Co at Go rp or e ve rn an ce itt Co m m ee		Re t ion C itt mu ne ra om m ee
	lar Ba se sa y	da At te n nc e fe es	lar Ba se sa y	da At te n nc e fe es	lar Ba se sa y	da At te n nc e fe es	lar Ba se sa y	da At te n nc e fe es
É Mi he l A LL c
C ha irm f t he an o d Au it Co itt mm ee	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	€ 2, 11 1. 2 0	€ 2, 6 3 9. 0 0	-	-	-	-
Pie ter D E 17 CR EM	€ 6, 76 6. 0 0	€ 3, 24 8. 0 0	-	-	€ 1, 6 24 0 0	€ 2, 8 2. 0 0 4	€ 1, 6 24 0 0	€ 2, 0 3 0. 0 0
Lu c D E TE MM ER MA N C ha f t he irm an o Re ion t mu ne ra Co itt mm ee	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	-	-	€ 1, 6 24 0 0	€ 4 0 6 0. 0 0 ,	€ 2, 11 1. 2 0	€ 3, 16 6. 8 0
18 Fra k D ON CK n	€ 2, 57 1. 0 8	€ 1, 21 8. 0 0	€ 6 17 .1 2	€ 1, 21 8. 0 0	€ 6 17 .1 2	€ 2, 0 3 0. 0 0	-	-
éc le C i FL AN DR E	6, 76 6. 0 0 €	3, 24 8. 0 0 €	-	-	-	-	-	-
lau de C ÉG GR OI RE Vic C ha irm e- an f t he d o f B o oa r Dir tor ec s	€ 6, 76 6. 0 0	€ 3, 65 0 0 4.	-	-	-	-	-	-
d Be GU ST IN rna r C ha irm f t he an o f Bo d o ar Dir tor ec s	€ 1 3, 5 3 2. 0 0	€ 7, 3 0 8. 0 0	-	-	-	-	-	-

19 Lu c H UJ OE L C ha irm f t he an o Co te rp ora Go ve rn an ce Co itt mm ee	€ 6, 76 6. 0 0	€ 3, 65 0 0 4.	-	-	€ 2, 2 0 11 1.	€ 27 8. 0 0 5,	-	-
be Ro rte KE ST EM AN	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	€ 1, 6 24 0 0	€ 2, 0 3 0. 0 0	€ 1, 0 0 6. 8 8	€ 2, 0 3 0. 0 0	€ 1, 6 24 0 0	€ 2, 4 3 6. 0 0
Ja M UR PH Y ne	€ 6, 76 6. 0 0	€ 3, 65 0 0 4.	-	-	€ 6 24 0 0 1,	€ 4 0 6 0. 0 0 ,	-	-
Do mi niq ue OF RG FE EL D	€ 6, 76 6. 0 0	€ 3, 24 8. 0 0	€ 1, 6 24 0 0	€ 2, 0 3 0. 0 0	-	-	€ 1, 6 24 0 0	€ 2, 4 3 6. 0 0
dy Ru PR OV O O ST	€ 6, 76 6. 0 0	€ 3, 65 4. 0 0	€ 1, 6 24 0 0	€ 1, 6 24 0 0	-	-	-	-
Sa kia VA N s UF FE LE N	€ 6, 76 6. 0 0	€ 3, 65 0 0 4.	-	-	-	-	€ 6 24 0 0 1,	€ 2, 3 6. 0 0 4
Ge ert VE RS NI CK ha Vic C irm e- an f t he d o f B o oa r Dir tor ec s	€ 6, 76 6. 0 0	€ 2, 8 4 2. 0 0	-	-	-	-	-	-

¹⁶ Lieve Creten is a director of Elia Asset SA/NV, but is not a director of Elia Group SA/NV. Her remuneration is therefore not disclosed in the present remuneration report, in accordance with applicable legislation. Please note however that her remuneration is in line with the remuneration policy and therefore in line with the remuneration of the other directors of Elia Asset SA/NV. ¹⁷ Director as from 9 February 2021.

¹⁸ Director until 18 May 2021.

¹⁹ Director until 31 December 2021 at midnight.

Luc Hujoel's fees are paid to the company Interfin SCRL.

1.1.2. Variable remuneration

The members of the Board of Directors do not receive any variable remuneration.

1.1.3. Pension

The members of the Board of Directors do not receive any additional remuneration or contribution to finance any pension costs.

1.1.4. Other components of the remuneration

The members of the Board of Directors do not receive any remuneration other than the fixed remuneration.

1.1.5. Extraordinary items

The members of the Board of Directors have not received any non-recurring remuneration in the financial year 2021.

1.1.6. Total remuneration of the members of the Board of Directors in 2020 and in 2021

The total remuneration of the members of the Board of Directors in 2021 amounted to EUR 923,888.60 and is reflected in the table under heading 1.1.1., as no other remuneration than fixed remuneration has been paid to the members of the Board of Directors during the financial year 2021.

The total remuneration of the members of the Board of Directors in 2020 amounted to EUR 844,529.77. No other remuneration than fixed remuneration has been paid to the members of the Board of Directors during the financial year 2020.

1.2. Total remuneration of the members of the Executive Management Board

The Executive Management Board of Elia Group SA/NV is composed of 5 members.

Three of them (being Chris Peeters – the Chief Executive Officer, Catherine Vandenborre – Chief Financial Officer and Peter Michiels – Chief Human Resources & Internal Communications Officer, Chief Alignment Officer) also serve as member of the Executive Management Board of Elia Transmission Belgium SA/NV and of Elia Asset SA/NV, one member (being Stefan Kapferer) also serve as CEO of 50Hertz Transmission GmbH and one member (being Michael Freiherr von Roeder von Diersburg) exclusively acts as member of the Executive Management Board of Elia Group SA/NV.

All the members of the Executive Management Board of Elia Group SA/NV have employee status²⁰ .

1.2.1. Fixed remuneration

The table below gives an overview of the total fixed remuneration, which only consists of a base salary paid in cash, in 2021 of the members of the Executive Management Board of Elia Group SA/NV for the services rendered by them to any company of the Elia group during the financial year 2021.

Member of the Executive Management Board	Total fixed remuneration paid by the Elia group
Chris PEETERS
Chief Executive	€ 474,122.06
Officer - Chairman
Catherine VANDENBORRE
Chief Financial	€ 354,912.92
Officer
Stefan KAPFERER
Chief Executive	€ 402,000.00
Officer 50Hertz
Michael FREIHERR
VON ROEDER VON	€ 275,000.00
DIERSBURG

²⁰ Mr Chris Peeters, Mrs Catherine Vandenborre and Mr Peter Michiels' employment contracts are subject to Belgian law and Mr Stefan Kapferer and Mr Michael Freiherr von Roeder von Diersburg's employment contracts are subject to German law.

Chief Digital Officer
Peter MICHIELS
Chief Human
Resources & Internal
Communications	€ 242,520.66
Officer
Chief Alignment
Officer
Total	€ 1,748,555.64

1.2.2. Variable remuneration

The table below gives an overview of the total variable remuneration in 2021 of the members of the Executive Management Board of Elia Group SA/NV for the services rendered by them to any company of the Elia group during the financial year 2021.

	Total variable remuneration
Member of the Executive	paid by the Elia group
Management Board	One-year	Multi-year
	variable21	variable
Chris PEETERS		€ 121,601.7022
Chief Executive Officer – Chairman	€ 300,948.05
Catherine VANDENBORRE
Chief Financial Officer	€ 134,388.11	€ 90,527.2323
Stefan KAPFERER		€120,600.0024
Chief Executive Officer 50Hertz	€ 175,172.30
Michael FREIHERR VON ROEDER VON
DIERSBURG	€ 103,245.12	€ 68,750.0025
Chief Digital Officer
Peter MICHIELS
Chief Human Resources & Internal	€ 91,834.53	€ 62,174.4026
Communications Officer
Chief Alignment Officer
Total	€ 805,588.11	€ 463,653.33

The amount of the variable remuneration reported is paid in cash or as part of an option plan.

The remuneration policy deals with the determination of an appropriate balance between fixed and variable remuneration, and between cash and deferred remuneration. In view of recommendation 7.10 of the Corporate

²¹ The amount of the variable short-term remuneration for the members of the Executive Management Board that also serve as members of the Executive Management Board of Elia Transmission Belgium SA/NV and Elia Asset SA/NV, includes (i) a Bonus Pension Plan and (ii) an amount in cash in execution of the Collective Labour Agreement 90.

²² This amount relates to the multi-year variable remuneration that was assigned during the financial year 2021 and will be paid in 2023, on condition that the member concerned is still acting as member of the Executive Management Board on 31 December 2022. Note that Mr Chris Peeters did not receive during the financial year 2021 a pay-out related to the financial year 2019-2020. ²³ This amount relates to the multi-year variable remuneration that was assigned during the financial year 2021 and will be paid in 2023, on condition that the member concerned is still acting as member of the Executive Management Board on 31 December 2022. Note that Mrs Catherine Vandenborre did not receive during the financial year 2021 a pay-out related to the financial year

^{2019-2020. 24} This amount relates to the multi-year variable remuneration that was assigned during the financial year 2021 and will be paid in 2024, on condition that the member concerned is still acting as member of the Executive Management Board on 31 December 2023.

²⁵ This amount relates to the multi-year variable remuneration that was assigned during the financial year 2021 and will be paid in 2024, on condition that the member concerned is still acting as member of the Executive Management Board on 31 December 2023.

²⁶ This amount relates to the multi-year variable remuneration that was assigned during the financial year 2021 and will be paid in 2023, on condition that the member concerned is still acting as member of the Executive Management Board on 31 December 2022. Note that Mr Peter Michiels did not receive during the financial year 2021 a pay-out related to the financial year 2019-2020.

Governance Code 2020, the variable remuneration in the short term has been capped at 75% for the Chief Executive Officer and between 45% and 60% for the other members of the Executive Management Board of the total annual remuneration as defined by article 3:6, §3, third Alinea, 1°, a) of the Belgian Code of Companies and Associations.

In accordance with article 17.9 of the articles of association the Board of Directors has deviated from the requirements of section 7:91, second paragraph of the Belgian Code of Companies and Associations.

1.2.3. Pension

The table below gives an overview of the total pension contributions paid for the members of the Executive Management Board of Elia Group SA/NV for the services rendered by them to any company of the Elia group during the financial year 2021.

All pension plans for members of the Executive Management Board of Elia Group SA/NV for their services within the Elia group during the financial year 2021 were of the defined contribution type, with the amount paid before tax being calculated on the basis of the annual remuneration.

All pension contributions are fixed.

Member of the Executive Management Board	Total pension contributions paid by the Elia group
Chris PEETERS Chief Executive Officer - Chairman	€ 123,602.19
Catherine VANDENBORRE Chief Financial Officer	€ 82,519.91
Stefan KAPFERER Chief Executive Officer 50Hertz	€ 100,250.00
Michael FREIHERR VON ROEDER VON DIERSBURG Chief Digital Officer	NA27
Peter MICHIELS Chief Human Resources & Internal Communications Officer Chief Alignment Officer	€ 52,351.87
Total	€ 358,723.97

27 Mr Michael Freiherr von Roeder von Diersburg did not receive pension contributions for the year 2021.

1.2.4. Other components of the remuneration

The other benefits granted to the members of the Executive Management Board of Elia Group SA/NV for their services within the Elia group during the financial year 2021 including guaranteed income in the event of longterm illness or an accident, healthcare and hospitalisation insurance, invalidity insurance, life insurance, reduced energy prices, other allowances, assistance with public transport costs, provision of a company car, employer-borne costs and other minor benefits, are in line with the regulations applying to all company executives and local market standard.

1.2.5. Extraordinary items

No non-recurring remuneration (e.g. a specific bonus in view of a certain project) been awarded in 2021.

1.2.6. The relative share of fixed and variable remuneration

The table below gives an overview of the relative share of fixed and variable remuneration in 2021 of the members of the Executive Management Board of Elia Group SA/NV for their services within the Elia group in the financial year 2021.

To determine the relative share of fixed and variable remuneration, the relative share of the fixed remuneration was obtained by dividing the sum of the fixed components (in particular: the fixed remuneration (including the other benefits) and the pension contributions) by the amount of the total remuneration, multiplied by 100. The relative share of the variable remuneration was calculated by dividing the sum of the variable components (i.e. the variable remuneration and the extraordinary items of the remuneration) by the amount of the total remuneration, multiplied by 100.

Member Executive Management Board	Relative share of fixed and variable remuneration paid by
	the Elia group
Chris PEETERS	60.27% - 39.73%
Chief Executive Officer - Chairman
Catherine VANDENBORRE
Chief Financial Officer	67.69% - 32.31%
Stefan KAPFERER
Chief Executive Officer 50Hertz	64.33% - 35.67%
Michael FREIHERR VON ROEDER
VON DIERSBURG	62.80% - 37.20%

Chief Digital Officer
Peter MICHIELS
Chief Human Resources & Internal
Communications Officer	68.08% - 31.92%
Chief Alignment Officer
Average	64.08% - 35.92%

Me mb of the El ia Gr SA / NV er ou p	Fix ed ion Re rat mu ne		Va ria ble Re ion rat mu ne		Ex tra or	Pe ion ns	To tal	Re lat ive sh of are fix ed d v ari ab le an
Ex uti M t B rd ec ve an ag em en oa	lar Ba se sa y	Ot he r b efi ts en	On e-y ea r ria ble va	lti- Mu ye ar ria ble va	din ary ite ms	ntr ibu tio co ns	tio rem un era n	tio rem un era n
Ch ris S PE ET ER Ch ief tiv e O ffic – C ha irm Ex ecu er an	€ 4 12 2.0 6 74 ,	€ 4 3, 32 4.0 1	€ 3 00 94 8.0 5 ,	€ 1 21 60 1.7 0 ,	0	€ 1 23 60 2.1 9 ,	€ 1 06 3, 59 8.0 1 ,	60 .27 % - 3 9.7 3%
Ca the rin e V AN DE NB OR RE Ch ief Fin cia l O ffic an er	€ 3 54 91 2.9 2 ,	€ 3 3, 67 2.0 4	€ 1 34 38 8.1 1 ,	€ 9 0, 52 7.2 3	0	€ 8 2, 51 9.9 1	€ 6 96 02 0.2 1 ,	67 .69 % - 3 2.3 1%
Ste fan KA PFE RE R Ch ief e O ffic 50 Ex tiv He rtz ecu er	€ 4 02 00 0.0 0 ,	€ 3 1, 20 9.0 0	€ 1 75 17 2.3 0 ,	€ 1 20 60 0.0 0 ,	0	€ 1 00 25 0.0 0 ,	€ 8 29 23 1.3 0 ,	64 .33 % - 3 5.6 7%
hae l F VO OE ON Mic RE IHE RR N R DE R V RS RG DIE BU Ch ief Dig ita l O ffic er	€ 2 75 00 0.0 0 ,	€ 1 5, 35 3.0 0	€ 1 03 24 5.1 2 ,	€ 6 8, 75 0.0 0	0	NA	€ 4 62 34 8.1 2 ,	62 .80 % - 3 7.2 0%
CH S Pet MI IEL er Ch ief & I l Hu n R nte ma eso urc es rna Co ica tio Off ice mm un ns r Ch ief Ali Off ice nt gn me r	€ 2 42 52 0.6 6 ,	€ 3 3, 63 6.4 9	€ 9 1, 83 4.5 3	€ 6 2, 174 .40	0	€ 5 2.3 51 87 ,	€ 4 82 51 7.9 5 ,	68 .08 % - 3 1.9 2%
To tal	€ 1 8, 5.6 74 55 4 ,	€ 1 194 57 .54 ,	€ 8 05 58 8.1 1 ,	€ 4 63 65 3.3 3 ,	0	€ 3 58 .72 3, 97	€ 3 53 3, 9 71 5.5 ,	64 .08 % - 3 5.9 2%

1.2.7.Total remuneration of the members of the Executive Management Board in 2021

2. Share-based remuneration

Board of Directors

The members of the Board of Directors do not receive any share-based remuneration.

In view of recommendation 7.6 of the Corporate Governance Code 2020, the Remuneration Committee has examined in 2020 whether a share-based compensation should be granted to the members of the Board of Directors as from 2021.

The Board of Directors of November 2020 has followed the recommendation of the Remuneration Committee and has decided that today such sharebased remuneration is not suitable within Elia Group SA/NV as (i) Elia's activities are by nature organized in such a way as to present a low risk profile and are focused on the long term and (ii) the shareholding structure is based on a reference shareholding that naturally pursues fixed long-term objectives and sustainability goals.

Executive Management Board

The members of the Executive Management Board did not receive any sharebased remuneration.

The members of the Executive Management Board, however, have the possibility to acquire shares either via the capital increases reserved for the staff of Elia Group SA/NV and its Belgian subsidiaries or via an offer to acquire shares for the staff of 50Hertz Transmission GmbH.

In addition, the members of the Executive Management Board are free to buy Elia Group SA/NV shares on the market.

In deviation of recommendation 7.9 of the Corporate Governance Code 2020, the Board of Directors has decided that there is no minimum number of shares to be held by the members of the Executive Management Board.

As at 31 December 2021, the members of the Executive Management Board held the following number of shares of Elia Group SA/NV:

Elia Group SA/NV Member of the Executive Management Board	On	Number of shares
Chris PEETERS Chief Executive Officer - Chairman	31.12.2021	4,649
Catherine VANDENBORRE Chief Financial Officer	31.12.2021	1,421
Stefan KAPFERER Chief Executive Officer 50Hertz	31.12.2021	290
Michael FREIHERR VON ROEDER VON DIERSBURG Chief Digital Officer	31.12.2021	174
Peter MICHIELS Chief Human Resources & Internal Communications Officer Chief Alignment Officer	31.12.2021	1,315
Total	31.12.2021	7,849

3. Severance pay

No severance payments were made in 2021.

4. Any use of the right to reclaim

Premiums paid for the previous period may be recovered in cases of proven fraud or financial statements containing significant errors.

During the financial year 2021 there was no reason to exercise this right to reclaim.

5. Information on how the remuneration complies with the remuneration policy and how performance criteria were applied

5.1. Information on how the remuneration complies with the remuneration policy

The objective of Elia Group SA/NV's remuneration policy is to attract, retain and reward the best talent so that Elia Group SA/NV can achieve its shortand long-term goals within a coherent framework. The Elia Group SA/NV Strategic Ambitions aim to (i) design, deliver and operate the future transmission grid infrastructure supporting renewable energy sources (RES) integration , (ii) further shape the (European) markets and ensure high security of supply, (iii) ensure sustainability of its activities, (iv) strengthen the position of the group through inorganic growth and expand into new business areas, (v) be a leader in health and safety and evolve its culture and talents, (vi) finance the future, (vii) realise its digital transformation, and (viii) increase efficiency, realize synergies and optimize resource allocation.

The total amount of remuneration paid out to the members of the Executive Management Board in the financial year 2021 has contributed to the longterm objectives and the sustainability of Elia Group SA/NV as the structure of the Executive Management Board's remuneration is designed to promote sustainable value creation by the company. The level of the fixed remuneration ensured, on the one hand, that the Elia group could rely on a professional and experienced management, even in more difficult times, such as the Covid-19 crisis. The payment of the short-term bonus, on the other hand, ensured the realization of the performance criteria that translate the Elia group's strategy. The long-term success of the company was further stimulated by the long-term incentive plan, through which the members of the Executive Management Board were also rewarded in case of a.o. the realization of the energy transition.

5.2. Information on how performance criteria were applied

5.2.1. Short-term variable remuneration

The first pillar of variable remuneration is based on the achievement of a number of targets set by the Remuneration Committee at the beginning of 2021, with a maximum of 45% of variable remuneration relating to individual targets and a minimum of 70% to the achievement of Elia Group SA/NV 's collective targets ('short-term incentive plan').

With regard to individual short-term targets, the table below gives an overview of the individual targets and their relative weight.

Member Executive Management Board	Individual targets	Relative weighting of the performance criteria
Chris PEETERS Chief Executive Officer - Chairman	Group Building	30%
	Elia Group Management Board building	20%
	Strategy Development	30%
	Develop partnership strategy	20%

	Invest in new sources of growth	30%
	Putting sustainability at the heart of the
Catherine VANDENBORRE	finance function	30%
Chief Financial Officer	Financing the new business model (digital
	transformation, inorganic)	30%
	Implement a transformation office	10%
	Offshore growth	25%
Stefan KAPFERER	Digital & customer centricity	25%
Chief Executive Officer	Enhanced capex delivery	25%
50Hertz	Increase the relevance of the group	25%
	Drive the digital transformation	30%
Michael FREIHERR VON	Lay the foundation for a modular business	30%
ROEDER VON DIERSBURG	architecture and data centric business
Chief Digital Officer
	Manage legacy cost base down	20%
	Start moving from Project to Product	20%
Peter MICHIELS
Chief Human Resources &	Create a high performance organisation
Internal Communications	Build Offshore talent pipeline	40%
Officer
Chief Alignment Officer
	Build a dynamic business and leadership
	culture	40%
	Sustainability
	Accelerate digital transformation	20%

In view of the fact that nearly all individual short-term targets were achieved or exceeded, the individual short-term remuneration awarded during the financial year 2021 amounts to € 96,420.27 for Mr Chris Peeters, to € 41,831.21 for Mrs Catherine Vandenborre, to € 55,476.00 for Mr Stefan Kapferer, to € 29,551.50 for Mr Michael Freiherr von Roeder von Diersburg and to € 29,256.70 for Mr Peter Michiels.

With regard to the collective short-term targets, the table below gives an overview of the overall collective short-term targets of the Executive Management Board members and their relative weight, as defined for the financial year 2021.

	Belgium	Relative weighting of the	Germany	Relative weighting of the
--	---------	---------------------------------	---------	---------------------------------

		performance criteria		performance criteria
Financial	Net Profit (after tax) & Efficiency	20%	Net Profit (after tax)	20%
Quality	Safety & Culture	20%	Value Based Culture	20%
Capex delivery	Capex Projects (quantitative and qualitative goals)	25%	Demand driven grid development	20%
Security of supply	Security of Supply	20%	Security of Supply	20%
Sustainability/ Efficiency	Sustainability	15%	Efficiency	20%

In view of the fact that nearly all collective short-term targets were achieved or exceeded, the collective short-term remuneration awarded during the financial year 2021 amounts to € 204,527.78 for Mr Chris Peeters, to € 92,556.90 for Mrs Catherine Vandenborre, to € 62,577.83 for Mr Peter Michiels, to € 119,696.30 for Mr Stefan Kapferer and to € 73,693.62 for Mr Michael Freiherr von Roeder von Diersburg.

5.2.2. Long-term variable remuneration

The second pillar of the variable remuneration is based on multi-year criteria set for four years ('long-term incentive plan'). These amounts are reviewed at the end of each year depending on the realization of the longterm criteria and according to the criteria "on time, on budget and on quality".

The table below gives an overview of the overall collective long-term targets of the Executive Management Board members for the financial year 2021 and of their relative weight.

Collective targets	Relative weighting of the performance criteria
Elia Group realization of critical investment portfolio	50%
Elia Group efficiency savings	50%

In view of the fact that all long-term targets were exceeded, the collective long-term remuneration awarded during the financial year 2021 amounts to € 121,601.70 for Mr Chris Peeters, to € 90,527.23 for Mrs Catherine Vandenborre, to € 62,174.40 for Mr Peter Michiels, to € 120,600.00 for Mr Stefan Kapferer, and to € 68,750.00 for Mr Michael Freiherr von Roeder von Diersburg. These amounts will be paid in 2022, on condition that the member concerned is still acting as member of the Executive Management Board on 31 March 2022.²⁸

6. Derogations and deviations from the remuneration policy and from the procedure for its implementation

There have been no derogations nor deviations from the remuneration policy as this policy was approved in 2021.

7. Comparative information on the change of remuneration and the Elia group performance

The table below first gives an overview of the evolution in time over the last five years of respectively the total remuneration of the members of the Board of Directors of Elia Group SA/NV for all mandates within the Elia group and of the total renumeration of the members of the Executive Management Board of Elia Group SA/NV for all mandates within the Elia group. In this regard, one should bear in mind that, following the founding of Elia Transmission Belgium SA/NV and the conversion of Elia System Operator SA/NV into Elia Group SA/NV in 2019, the composition of the Executive Management Board has changed in 2020.

The table below further gives an overview of the evolution of the performance of the Elia group.

The average remuneration (on a full-time equivalent basis) of the employees of the Elia group in 2021 amounts to 99,196.10 EUR. The average remuneration of all employees is calculated as the total (IFRSbased) labor costs (exclusive social security contributions of the employer) divided by the number of employees on an FTE basis.

²⁸ For Mr Stefan Kapferer and Mr Michael Freiherr von Roeder von Diersburg, these amounts will be paid in 2024, on condition that the member concerned is still acting as member of the Executive Management Board on 31 December 2023.

f t f t f f / l re ion he be he d o ire l ia Gr S A V To Bo D E N ta rat cto mu ne o m em rs o ar rs o ou p
l ha An C nu a ng e	2 0 1 7	2 0 8 v 1 s. 2 0 1 7	2 0 1 8	2 0 9 v 1 s. 2 0 1 8	2 0 1 9	2 0 2 0 v s. 2 0 1 9	2 0 2 0	2 0 2 1 v s. 2 0 2 0	2 0 2 1
d o f d ire Bo cto ar rs	€ 8 7 2, 5 8 3. 5 4	1 %	€ 8 8 5, 1 2 8. 2 6	-3 %	€ 8 6 1, 0 4 5. 2 0	-2 %	€ 8 4 4, 5 2 9. 7 7	9 %	€ 9 2 3, 8 8 8. 6 0

f t f t f / l re ion he be he ive d o l ia Gr S A V To Ex M Bo E N ta rat ut t mu ne o m em rs o ec an ag em en ar ou p
l ha An C nu a ng e	2 0 1 7	2 0 1 8 v s. 2 0 1 7	2 0 1 8	2 0 1 9 v s. 2 0 1 8	2 0 1 9	2 0 2 0 v s. 2 0 1 9	2 0 2 0	2 0 2 1 v s. 2 0 2 0	2 0 2 1
l To ta	€ 3, 7 1 5, 7 4 0. 3 5	1 1 %	€ 4, 1 1 5, 7 5 2. 8 3	1 2 %	€ 4, 6 2 3, 7 5 3. 4 4	-3 1 %	€ 3, 1 9 9, 0 5 8. 0 0	1 0 %	€ 3, 5 3 3, 7 1 5. 5 9
C E O	€ 8 7 3, 2 5 4. 9 5	1 5 %	€ 1, 0 0 7, 9 8 6. 5 4	1 7 %	€ 1, 1 8 1, 8 0 9. 4 2	-2 0 %	€ 9 4 9, 2 0 6. 0 0	1 2 %	€ 1, 0 6 3, 5 9 8. 0 1
he be Ot r m em rs	€ 2, 6 3 2, 7 6 6. 4 5	1 8 %	€ 3, 1 0 7, 7 6 6. 2 9	1 1 %	€ 3, 4 4 1, 9 4 4. 0 2	-3 5 %	€ 2, 2 4 9, 8 5 2. 0 0	1 0 %	€ 2, 4 7 0, 1 1 7. 5 8

fo f t he l ia Pe E r rm an ce o g ro up
l ha ( An C in nu a ng e i l l ion ) m s	2 0 1 7		2 0 1 8 v s. 2 0 1 7		2 0 1 8	2 0 1 9 v s. 2 0 1 8	2 0 1 9		2 0 2 0 v s. 2 0 1 9	2 0 2 0	2 0 2 1 v s. 2 0 2 0	2 0 2 1
Tu rn ov er	€	8 6 7. 1 0	1 2 3 %	€	1, 9 3 1. 8 0	2 0 %	€	2, 3 1 9. 0 0	7 %	€ 2, 4 7 3. 6 0	1 6 %	€ 2, 8 5 9. 7
E B I T	€	3 2 4. 6 0	5 5 %	€	5 0 2. 6 0	1 3 %	€	5 6 9. 7 0	2 %	€ 5 7 8. 5 0	-7 %	€ 5 4 0. 1
l d n No ize inc et rm a om e	€	2 0 3. 4 0	3 8 %	€	2 8 0. 8 0	9 %	€	3 0 6. 8 0	0 %	€ 3 0 8. 1 0	7 %	€ 3 2 8, 3

The ratio between the highest remuneration of a member of the Executive Management Board and the lowest remuneration of an employee of the Elia group, expressed on a full-time equivalent basis, in 2021 was 27.46.

8. Information on shareholder vote

The general meeting of shareholders of Elia Group SA/NV of 18 May 2021 approved the 2020 remuneration report of Elia Group SA/NV with a majority of 89%.