Elia Group NV/SA — Share Issue/Capital Change 2022

Jun 24, 2022

PRESS RELEASE | Brussels, 24 June 2022 – 10.30 a.m. CET REGULATED INFORMATION – INSIDE INFORMATION

88.64% of new shares subscribed at closing of the rights subscription period for holders of preferential rights. The sale of the scrips through a private placement to institutional investors starts today.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Warning: Investing in shares and trading in preferential subscription rights involves economic and financial risks, as it is the case for every investment in shares. Before investing in the offered shares or trading in preferential subscription rights, investors are invited to read all the information provided in the prospectus approved by the FSMA and available on the website of Elia Group (https://investor.eliagroup.eu/offering), and in particular the risk factors described therein. Specifically, potential investors should be aware that the Group is subject to an extensive set of regulations and its income is in large part dependent on the applicable tariff methodology in its core markets, which is subject to potential changes and periodic revisions. In addition, failure by the Group to maintain a balance between energy demand and supply on the grid may lead to load shedding and have significant adverse consequences. Moreover, a downgrade in Elia Group's, Elia Transmission Belgium's and/or Eurogrid's credit rating could affect their ability to access capital markets and impact their financial position. Investors must be able to bear the economic risk of such an investment or trade and to suffer a total or partial loss of their investment.

Any decision to invest in securities in the framework of the offering must be based on all information provided in the prospectus, and any supplements thereto, as the case may be. The approval of the prospectus by the FSMA should not be understood as an endorsement of the new shares offered. Information on costs and taxation in relation to the offering can be found in this press release. Subject to exemptions and/or reduced rates, a Belgian withholding tax of 30 percent is in principle levied on dividends paid on the shares.

BRUSSELS | Elia Group SA (the "Company" or "Elia Group") is announcing today that 4,201,504 new shares or 88.64% of the up to 4,739,865 new shares it offered as part of its rights offering for a maximum amount of € 590,113,192.50, were subscribed at a subscription price of €124.5 per new share, on the basis of 2 new shares for 29 preferential rights. The rights subscription period with preferential rights closed on 23 June 2022 at 4 p.m. CET. The sale of the scrips through a private placement to institutional investors starts today.

The 7,806,247 preferential rights, represented by coupon n°20, which were not exercised at the end of the rights subscription period have been converted into an equal number of scrips. The scrips will be offered for sale in a private placement to institutional investors (the "Scrips Private Placement"). This sale will take place today and is expected to end today.

Purchasers of scrips in the Scrips Private Placement will irrevocably undertake to subscribe to the corresponding number of new shares in Elia Group at €124.5 per new share in the ratio of 2 new shares for 29 preferential rights under the form of scrips.

The net proceeds of the sale of the scrips (if any) will be divided proportionally between all holders of preferential rights who did not exercise them, unless the net proceeds from the sale of the scrips divided by the total number of unexercised preferential rights is less than €0.01, in which case the net proceeds will be transferred to the Company.

The result of the Scrips Private Placement, the global results of the rights offering and the amount due to holders of unexercised preferential rights (if any) are due to be announced in a press release later today, which will be available on https://investor.eliagroup.eu/offering and https://www.eliagroup.eu/en/news/press-releases. At the request of the Company, the trading of its shares on Euronext Brussels has been suspended until the publication of such press release expected to be made later today.

The delivery of the new shares is expected to take place with the value date of 28 June 2022. The new shares will in principle be tradable on Euronext Brussels from the same date.

The Belgian Financial Services and Markets Authority approved the prospectus prepared by Elia Group on 14 June 2022. The approval of the prospectus should not be understood as an endorsement of the securities offered.

Additional information, subject to applicable legal restrictions, is available here: https://investor.eliagroup.eu/offering.

IMPORTANT INFORMATION

These materials are not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), except to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the US Securities Act of 1933 (the "Securities Act"). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares mentioned herein have not been, and will not be, registered under the Securities Act.

The Shares may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

These materials (and the information contained herein) are not for release, publication or distribution, directly or indirectly, in whole or in part, into or within any jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This communication is being distributed to and is only directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Orders; and (iv) other persons to whom it may lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above) together being referred to as "relevant persons").

In any member state of the European Economic Area other than Belgium and Germany, these materials are only addressed to and are only directed at persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2 (e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), and no person that is not a qualified investor may act or rely on this communication or any of its contents. In addition, in the United Kingdom, these materials are addressed solely to, and is directed solely at, persons who qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this communication or any of its contents. Any investment or investment activity to which these materials relate is available only to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire any securities referred to herein will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

These materials are not a prospectus and investors should not subscribe for any shares referred to in these materials except on the basis of information in the prospectus referred to above.

These materials do not constitute, or form part of, any offer or any solicitation of an offer to subscribe for any shares or other securities.

About Elia Group

One of Europe's top five TSOs

Elia Group is a key player in electricity transmission. We ensure that production and consumption are balanced around the clock, supplying 30 million end users with electricity. Through our subsidiaries in Belgium (Elia) and the north and east of Germany (50Hertz), we operate 19,192 km of high-voltage connections, meaning that we are one of Europe's top 5 transmission system operators. With a reliability level of 99.99%, we provide society with a robust power grid, which is important for socioeconomic prosperity. We also aspire to be a catalyst for a successful energy transition, helping to establish a reliable, sustainable and affordable energy system.

We are making the energy transition

happen

By expanding international high-voltage connections and incorporating ever-increasing amounts of renewable energy into our grid, we are promoting both the integration of the European energy market and the decarbonisation of society. We also continuously optimise our operational systems and develop new market products so that new technologies and market parties can access our grid, thus further facilitating the energy transition.

In the interest of society

As a key player in the energy system, Elia Group is committed to working in the interest of society. We are responding to the rapid increase in renewable energy by constantly adapting our transmission grid. We also ensure that investments are made on time and within budget, with a maximum focus on safety. In carrying out our projects, we manage stakeholders proactively by establishing two-way communication channels between all relevant parties very early on in the development process. We also offer our expertise to different players across the sector in order to build the energy system of the future.

International focus

In addition to our activities as a transmission system operator, we provide various consulting services to international customers through our third subsidiary, Elia Grid International (EGI). Elia (in Belgium) is also part of the Nemo Link consortium, which operates the first subsea electrical interconnector between Belgium and the UK.

The legal entity Elia Group is a listed company whose core shareholder is the municipal holding company Publi-T.

More information: eliagroup.eu

For further information, please contact:

Investor Relations

Yannick Dekoninck | T +32 2 546 70 76 | M +32 478 90 13 16 | investor.relations@elia.be Stéphanie Luyten | T +32 2 546 74 29 | M +32 467 05 44 95 | investor.relations@elia.be Corporate Communication

Marleen Vanhecke) | M +32 486 49 01 09 | marleen.vanhecke@elia.be Elia Group SA/NV

Boulevard de l'Empereur 20 | Keizerslaan 20 | 1000 Brussels | Belgium