Unofficial English translation – for information purposes only
Elia System Operator Public limited liability company (“société anonyme/naamloze vennootschap”) Boulevard de l’Empereur 20 B-1000 Brussels, Belgium Enterprise number no. 0476.388.378 (Brussels) (the “company”)
NOTICE OF CONVOCATION OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The shareholders and bondholders are hereby invited to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of the company that will be held on Tuesday, 15 May 2012, at the Square Brussels Meeting Centre, rue Mont des Arts, B-1000 Brussels, Belgium.
The Ordinary General Meeting of Shareholders will be held at 10.00 a.m. The agenda of the Ordinary General Meeting of Shareholders is as follows: 1. Annual report of the Board of Directors on the annual accounts for the financial year ended 31 December 2011; 2. Report of the statutory auditors on the annual accounts for the financial year ended 31 December 2011; 3. Approval of the annual accounts for the financial year ended 31 December 2011, including allocation of the result; 4. Approval of the remuneration report for the financial year ended 31 December 2011; 5. Annual report of the Board of Directors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2011; 6. Report of the statutory auditors on the consolidated annual accounts (IFRS) for the financial year ended 31 December 2011; 7. Discussion of the consolidated annual accounts (IFRS) for the financial year ended 31 December 2011; 8. Discharge in favour of the directors and the statutory auditors; 1
Unofficial English translation – for information purposes only
9. Update of the emoluments of the Board of Directors: for decision; 10. Miscellaneous. Immediately after the Ordinary General Meeting of Shareholders, an Extraordinary General Meeting of Shareholders will be held. The Extraordinary General Meeting of Shareholders will be able to validly deliberate and decide only if the attendees represent at least half of the registered capital. Should this condition not be fulfilled, a second Extraordinary General Meeting of Shareholders will be convened on Tuesday, 12 June 2012, at 10.00 a.m., which meeting will validly deliberate and decide irrespective of the portion of the capital represented by the shareholders attending the meeting. The agenda of the Extraordinary General Meeting of Shareholders is as follows: 1. Presentation of the special report of the Board of Directors, including the statement of assets and liabilities of the company as at 29 February 2012 and of the report of the statutory auditors, both established in accordance with section 559 of the Belgian Companies Code, with respect to the amendment to the social purpose as envisaged in point 2 of the agenda; 2. Amendment to article 3.2 of the articles of association in accordance with (sections 2, 7°bis, 8, §1, third paragraph, and 8, §1bis, of) the Belgian Act of 29 April 1999 on organisation of the electricity market, as amended by the Belgian Act of 8 January 2012 amending the Belgian Act of 29 April 1999 on organisation of the electricity market and the Belgian Act of 12 April 1965 concerning the transport of gaseous and other products through conduits (hereinafter referred to as the “New Electricity Act”); 3. Amendment to article 3.4 of the articles of association in accordance with (sections 8, §2, first paragraph, and 9, §1, first paragraph, of) the New Electricity Act; 4. Amendment to article 3.6 of the articles of association in accordance with (sections 9, §1, second paragraph, and 2, 11° and 15°bis, of) the New Electricity Act; 5. Amendment to article 3.7 of the articles of association in accordance with (section 2, 11° and 15°bis, of) the New Electricity Act; 6. Amendment to article 4.3 of the articles of association in accordance with (section 9, §1, third paragraph, of) the New Electricity Act; 7. Insertion of a new article 12.5 in the articles of association in accordance with (section 9, §10bis, of) the New Electricity Act; 8. Amendment to article 13.1 of the articles of association in accordance with (article 9, §1, sixth paragraph, of) the New Electricity Act;
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Unofficial English translation – for information purposes only
9. Amendment to article 13.2 of the articles of association in accordance with (section 2, 11°, of) the New Electricity Act; 10. Amendment to article 17.3 of the articles of association in accordance with (sections 8, §1, third paragraph, and 2, 7°bis, of) the New Electricity Act; 11. Amendment to article 17.7 of the articles of association in accordance with (section 2, 11° and 15°bis, of) the New Electricity Act; 12. Insertion of a new article 17.9 in the articles of association in order that the rules regarding the time-spread of the variable remuneration of the members of the Management Committee can be deviated from and, as a result of this, renumbering of the present article 17.9 of the articles of association; 13. Amendment to article 18 of the articles of association in accordance with (section 9, §10bis, of) the New Electricity Act; 14. Amendment to article 19.4 of the articles of association in order to allow the representatives of the federal government on the board of directors to take cognisance within a short term of decision(s) taken, in the case of written decision-making by the board of directors; 15. Insertion of a new article 19.12 in the articles of association in accordance with (section 9, §10bis, of) the New Electricity Act; 16. Miscellaneous. The complete text of the proposed resolutions and amendments to the articles of association can be consulted on the company’s website under “Investor corner” - “Shareholders’ meeting” (www.elia.be) and is available at the company’s registered office.
PRACTICAL PROVISIONS In accordance with section 536, §2, of the Belgian Companies Code and in application of article 27 of the articles of association, the shareholders and bondholders are admitted to the Ordinary General Meeting of Shareholders and to the Extraordinary General Meeting of Shareholders and can, as the case may be, exercise their voting rights there (it being understood that, in accordance with section 537 of the Belgian Companies Code, bondholders can only attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders with consultative voting rights) if the company can determine that, on Tuesday, 1 May 2012, at 12.00 midnight (Belgian time) (the “Record Date”), they held the numbers of shares and bonds in respect of which they intend to attend the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders, irrespective of the number of shares or bonds which they hold on the date of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.
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Unofficial English translation – for information purposes only
In order to be able to participate at and, as the case may be, to vote at the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders, the shareholders and bondholders must comply with special formalities, as detailed in the convocation notice for shareholders and bondholders, published in the Belgian Official Gazette in accordance with the Belgian Companies Code. The convocation notice for shareholders and bondholders can be consulted on the company’s website under “Investor corner” - “Shareholders’ meeting” (www.elia.be) and is available at the company’s registered office. The documents with information about the shareholders’ right to add agenda items and file proposed resolutions and the shareholders’ and bondholders’ right to ask questions can also be consulted on the company’s website under “Investor corner” “Shareholders’ meeting” (www.elia.be). AVAILABLE DOCUMENTS The annual accounts and consolidated annual accounts (IFRS) for the financial year ended 31 December 2011, the reports of the Board of Directors (including the remuneration report for the financial year ended 31 December 2011) and of the statutory auditors on the annual accounts and the consolidated annual accounts (IFRS), as well as the report of the Board of Directors, including the statement of assets and liabilities of the company as at 29 February 2012, and of the statutory auditors, established in accordance with section 559 of the Belgian Companies Code can be consulted on the company’s website under “Investor corner” - “Shareholders’ meeting” (www.elia.be) and are available at the company’s registered office.
The Board of Directors
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