Commentary & Deal Flow

IPTs: PerpNC5.25: 5.25%a

• Issuer: Elia Group SA/NV (Ticker: ELIASO, Country: BE)
• Issuer LEI: 549300S1MP1NFDIKT460
• Issuer Ratings: BBB (stable) by S&P
• Expected Issue Ratings: BB+ by S&P
• Expected Equity Credit: S&P Intermediate Equity Content (50%) until the First Reset Date
• Format: Reg S, dematerialised
• Status of the Securities: Direct, unsecured and subordinated obligations, senior only to the share capital of the Issuer
• Pricing Date: 28-Apr-26
• Settlement Date: 05-May-26 (T+4)
• Maturity: Perpetual NC5.25yr
• First Call Date: 05-May-31
• First Reset Date: 05-Aug-31
• Currency / Size: EUR Benchmark
• IPTs (annual yield to first reset): 5.25% area
• Coupon: Fixed interest rate of [●]% until the First Reset Date; thereafter interest rate resets every 5 years at € Mid Swap Rate + Margin (including relevant step-up(s))
  Interest payable annually in arrear on 5 August in each year (each an “Interest Payment Date”), starting on 05-Aug-26, short first coupon
• First Step-Up: 25bps on 05-Aug-36
• Second Step-Up: Further 75bps on 05-Aug-51 (100bps cumulative)
• Replacement Provision: Intention-based, subject to customary carve-outs
• Deferral of interest: Optional deferral (in whole or in part) on any Interest Payment Date (except on any Interest Payment Date on which the Securities are to be redeemed) at the Issuer’s sole discretion; cash cumulative and compounding
• Issuer’s Call Option: 3-mth par call from First Call Date to (and including) First Reset Date and on any Interest Payment Date thereafter (each such date being a “Par Call Date”)
  Make-Whole Redemption at any time other than on a Par Call Date, at the Make-Whole Redemption Amount
• Special Redemption Event: At any time upon a Tax Deductibility Event, Accounting Event or Rating Agency Methodology Event, at 101% prior to the First Call Date, par thereafter; At any time upon a Gross Up Event or Substantial Repurchase Event (≥75%) at par
• Substitution or variation: At any time upon occurrence of an Accounting Event, a Rating Agency Methodology Event, a Tax Deductibility Event or a Gross Up Event subject to certain conditions (including not being materially prejudicial to the interest of the holders of the Securities)
• Settlement of Arrears of Interest: Arrears of Interest may be settled in cash (in whole or in part) at any time at the Issuer’s discretion and are required to be paid (in whole only) on the first to occur of the following dates: (i) a distribution on junior or parity securities (including the Securities); (ii) redemption, repurchase, repayment, cancellation, reduction or other acquisition by the Issuer or any subsidiary of junior or parity securities (including the Securities); (iii) any Interest Payment Date in respect of which the Issuer does not elect to defer all of the interest accrued in respect of the relevant Interest Period; (iv) the date on which the Securities are redeemed in accordance with condition 5 of the Securities; (v) liquidation / winding-up (all subject to customary carve-outs)
• Make Whole Redemption Rate: Make-Whole Redemption Rate: Bund + Lower of (i) 15% of the relevant margin (including relevant step-up(s) applicable for that period) above the benchmark government security; or (ii) 50bps (including relevant step-up(s))
• Listing: Euro MTF Market of the Luxembourg Stock Exchange (Unregulated)
• Governing Law: Belgian law
• Clearing: The Securities will be represented exclusively by book entry in the records of the clearing system operated by the National Bank of Belgium (“NBB”) or any successor thereto (the “NBB System”).
  The Securities may be held only by, and transferred only to, entities referred to in Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax, holding their securities in an exempt securities account (X-account) that has been opened with a financial institution that is a direct or indirect participant in the NBB System.
• Denomination: €100k + €100k
• Use of Proceeds: Support investments in the regulated activities of the Group and for general corporate purposes, including the refinancing of existing indebtedness
• MiFID / UK MiFIR Target Market: Eligible Counterparties and Professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK PRIIPS KID has been prepared as not available to retail in the EEA or in the UK.
• Selling Restrictions: Regulation S (Cat 2), TEFRA D rules apply, no communications with or into the U.S. Not available to retail in the EEA or in the UK. Restrictions in Canada. Not available to consumers (consumenten/ consommateurs) within the meaning of the Belgian Code of Economic Law.
• Stabilisation: FCA/ICMA, Relevant stabilisation regulations apply
• Risk Factors: Investors should read the Risk Factors in, or incorporated by reference in, the Preliminary Information Memorandum
• ISIN: BE6373697216
• Documentation: Standalone Information Memorandum;
  Preliminary Information Memorandum dated 28-Apr-26
• Sole Global Coordinator & Structuring Advisor: BNP Paribas
• Joint Bookrunners: BNP Paribas (B&D), Citigroup, Goldman Sachs Bank Europe SE, ING, NatWest
• Timing: Books open, today’s business
• Marketing: An Investor Presentation is made available on: http://www.netroadshow.com/nrs/home/#!/?show=364a14c1
  (Recommended)
  or Visit www.netroadshow.com and enter the deal entry code: Elia26 (not case-sensitive)
• Links: The final Information Memorandum, once published, will be available on the website of the Luxembourg Stock Exchange (luxse.com) and/or on the website of the Issuer (https://investor.eliagroup.eu/)