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ELIA GROUP 2011 CORPORATE GOVERNANCE STATEMENT

MANAGEMENT COMMITTEE MEMBERS HOLD THE FOLLOWING ELIA SYSTEM OPERATOR SHARES: Number of Elia System Operator shares

Management Committee member Daniel Dobbeni Chief Executive Officer – Chairman of the Management Committee

8,822

Jacques Vandermeiren Chief Corporate Officer – Vice-Chairman of the Management Committee

1,841

Markus Berger Director Asset Management

5,790

Jan Gesquière Chief Financial Officer

4,670

Roel Goethals Director European Activities & Participations

3,024

Hubert Lemmens Chief Innovation Officer

4,655

Frank Vandenberghe Director Energy & System Management

2,682

The cost of other benefits in 2011 was valued at €35,225.73 for the Chairman and €258,571.59 for the other members of the Management Committee (€165,076.10 for Elia System Operator management and €93,495.49 for Elia Asset management). There were no Elia stock options for the Management Committee in 2011.

Shares held by members of the Management Committee and directors

Total remuneration for 2011

This section contains the information required to be disclosed under the aforementioned legislation and not included in other parts of the annual report.

In 2011, total remuneration for the Chairman of the Management Committee stood at €700,587.60, of which 25% was variable. Total remuneration paid to other members of the Management Committee stood at €2,584,577.54 (€1,713,284.45 for Elia System Operator management and €871,293.09 for Elia Asset management), of which 19% was variable. Therefore, in 2011, total remuneration for all Management Committee members stood at €3,285,165.13. PROVISIONS OF MANAGEMENT COMMITTEE EMPLOYMENT CONTRACTS AND SEVERANCE BENEFITS

The employment contracts concluded with members of the Management Committee, including the Chairman, when they were hired did not contain any specific terms as regards notice of dismissal.

Information to be communicated under Article 96 of the Belgian Companies Code and article 34 of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market

Pursuant to Article 4.3 of the articles of association, all Elia System Operator and Elia Asset shares have the same rights, regardless of the class to which they belong, except as otherwise stated in the articles of association. In this context, the articles of association state that specific rights are associated with class A and class C shares regarding (a) the appointment of Management Committee members (Article 13.5.2 of the articles of association of Elia System Operator and Article 12.5.2 of the articles of association of Elia Asset) and (b) the approval of decisions by the general meeting (Articles 28.2.1 and 28.2.2 of the articles of association of Elia System Operator and Article 27.2 of the articles of association of Elia Asset).


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