Elia Group’s general meetings approve all proposed resolutions, including the dividend payment and amendments to the articles of association

Regulated information

• A gross dividend of €2.05 per share will be paid on 2 June 2026;
• The new remuneration policy will take effect retroactively as of 1 January 2026;
• The ordinary general meeting approved several changes to the composition of the Board of Directors, including several confirmations of co-optations and several appointments of new directors;
• The ordinary general meeting re-appointed the auditors;
• The extraordinary general meeting approved amendments to the articles of association aimed at (i) adapting the rules on dissociation to the company's needs, (ii) granting authorization to acquire owned shares, (iii) adjusting the authorized capital, and (iv) adapting the governance structure to the company's needs.

BRUSSELS | Elia Group SA/NV (hereinafter "Elia Group" or the "company") held today its ordinary general meeting, preceded by an extraordinary general meeting. 80,57% of the shares were represented at the ordinary general meeting and 80,56% at the extraordinary general meeting.

After discussing the annual report and the auditors' report (unqualified opinion) on the company's statutory annual accounts, the ordinary general meeting approved the annual accounts, including the financial results for financial year 2025 and the payout of a gross dividend of €2.05 per share.

The ordinary general meeting then approved, via an advisory vote, the remuneration report for the financial year 2025.

Subsequently, the ordinary general meeting approved a modified remuneration policy, effective as of January 1, 2026.

In addition, the reports of the Board of Directors and the auditors (unqualified opinions) on Elia Group's consolidated annual accounts and on the consolidated sustainability information were discussed, together with Elia Group's consolidated annual accounts.

The ordinary general meeting also granted discharge to the directors and auditors for the performance of their duties during the financial year 2025.

The ordinary general meeting confirmed the prior co-optation of seven directors, including four independent directors, and (re)appointed four directors, including one independent director:

• The co-optation of Mr. Christophe Peeters was confirmed and he was subsequently appointed as director upon the proposal of the holders of Class C shares for a six-year term.
• The co-optation of Mr. Joachim Coens was also confirmed and he was subsequently appointed as director upon the proposal of the holders of Class C shares for a six-year term.
• Ms. Nadège Lacroix was appointed as director upon the proposal of the holders of Class C shares for a six-year term.
• In addition, the co-optation of Ed Merc BV/SRL, permanently represented by Mr. Pieter De Crem, was confirmed.
• Furthermore, the co-optations of Symvouli BV/SRL, permanently represented by Ms. Roberte Kesteman, Olivier Chapelle BV/SRL, permanently represented by Mr. Olivier Chapelle, Tesuji Conseil SAS, permanently represented by Mr. Michel Sirat, and Aurora Nova BV/SRL, permanently represented by Ms. Pascale Van Damme, were confirmed, in each case as independent directors.
• In addition, Pascal Laffineur BV/SRL, permanently represented by Mr. Pascal Laffineur, was appointed as independent director for a four-year term, in replacement of Saskia van Uffelen.
• Following the approved amendments to the articles of association, which increased the number of members of the board of directors from 12 to 14, Mr. Pascal De Buck was appointed as director upon the proposal of the holders of Class C shares for a six-year term, and Ms. Anne Leclercq was appointed as director for a four-year term.

Finally, the ordinary general meeting re-appointed EY Bedrijfsrevisoren BV/Réviseurs d'Entreprises SRL and BDO Bedrijfsrevisoren BV/Réviseurs d'Entreprises SRL, represented respectively by Mr. Frédéric De Mee and Mr. Michaël Delbeke, as the company's auditors for a three-year term and set their remuneration. They are responsible for both the audit of the statutory and consolidated annual accounts and for the assurance of the consolidated sustainability report.

The extraordinary general meeting was held prior to the ordinary general meeting.

Following the presentation and review of the special reports of the Board of Directors, prepared in accordance with the Code of Companies and Associations, the extraordinary general meeting resolved to amend the articles of association in order to:

• adapt the rules regarding decoupling to the company's needs,
• grant authorization to acquire owned shares,
• adapt the authorization regarding authorized capital, and
• adapt the governance structure to the company's needs, in particular by increasing the number of directors from twelve to fourteen and by amending the nomination rights of holders of Class A and Class C shares.

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