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Joint auditors' report to the general meeting of Elia Group NV/SA for the year ended 31 December 2025In the context of the statutory audit of the Consolidated Financial Statements of Elia Group NV/SA (the "Company") and its subsidiaries (together the "Group"), we report to you as joint statutory auditors. This report includes our opinion on the consolidated statement of the financial position as at 31 December 2025, the consolidated statement of profit or loss, the consolidated statement of profit or loss and comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended 31 December 2025 and the disclosures including material accounting policy information (all elements together the "Consolidated Financial
Statements") as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.
We have been appointed as joint statutory auditors by the shareholders' meeting of 16 May 2023, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee and following
recommendation of the workers' council. Our mandate expires at the shareholders' meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2025. The audit of the Consolidated Financial Statements of the Group was performed during respectively 24 consecutive years for EY Bedrijfsrevisoren BV and 6 consecutive years for BDO Bedrijfsrevisoren BV
Report on the audit of the Consolidated Financial Statements Unqualified opinionWe have audited the Consolidated Financial Statements of Elia Group NV/SA, that comprise of the consolidated statement of the financial position on 31 December 2025, the consolidated statement of profit or loss, the consolidated statement of profit or loss and comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows of the year and the disclosures including, material accounting policy information, which show a consolidated balance sheet total of € 32,148.6 million and of which the consolidated income statement shows a profit for the year of € 683.1 million.
In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2025, and of its consolidated results for the year then ended, prepared in accordance with the IFRS Accounting Standards as adopted by the European Union and with applicable legal and regulatory requirements in Belgium.
Basis for the unqualified opinionWe conducted our audit in accordance with International Standards on Auditing ("ISA's") applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board ("IAASB") that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further
described in the "Our responsibilities for the audit of the Consolidated Financial Statements" section of our report.
We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial
Statements in Belgium, including those with respect to independence.
We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.
These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.
Calculation of net resultDescription of the key audit matter
As described in the notes 3.3.18. 'Regulatory deferral accounts', 6.22 'Accruals and deferred income', 9.1.4
'Tariff Setting' and 9.2.3 'Tarif Setting in Germany' of the Consolidated Financial Statements, the net result of the Belgian and the German segments is determined by applying calculation methods set by the Belgian federal regulator, the Commission for Electricity and Gas Regulation (the "CREG") and the German federal regulator, the Federal Network Agency (the "BNetzA") (together the "Tariff Mechanisms").
Those tariff mechanisms are based on calculation methods that are complex and require the use of parameters (such as Beta, risk premium and average Belgian ten-year linear bond rate), accounting data of the regulated activities (the Regulated Asset Base, the regulated equity, capital expenditure, subsidies received) and external operating data (such as hourly import capacity, consumer and producer surpluses).
Both Tariff Mechanisms make a distinction between income and expenses based on the level of control that the Group has over the expenses and income. The first type are the non-controllable elements for which deviations are fully passed on to future tariffs. The second type are the controllable elements that the Group can control, and for which under-and overspending is (partly) attributable to the shareholders.
Therefore, the determination of an income and expense as either controllable or non-controllable, can have a significant impact on the Group's net result. The
calculation methods of the Group's net result in this respect are complex and require judgement from management, more particularly related to the use of correct accounting data, operating data, and parameters imposed by the regulator. The use of incorrect accounting and operating data, and deviations in used assumptions, can have a material impact on the Group's net result, and therefore the calculation of the net result is a key audit matter.
Summary of the procedures performed
Amongst others, we have performed the following procedures:
Assessing the design and implementation of key controls relating to the calculation of the net result, including those related to (i) the completeness and accuracy of the underlying data used in the
calculation and (ii) management review controls;
Evaluating the adequate and consistent classification of income and expenses by nature (controllable and non-controllable) as described in the Tariff Mechanisms;
Performing independent mathematical
recalculations of the regulated results based on underlying internal documentation and external
information, and taking into account the formulas as described in the Tariff Mechanisms;
Reading minutes of board meetings and evaluate the consistency of the discussions in these meeting with the information and evidence obtained in our audit;
Reading and evaluating the accounting implications of communications and decisions taken by the CREG and the BNetzA;
Assessing the adequacy of notes 3.3.18, 6.22, 9.1.4 and 9.2.3 of the Consolidated Financial Statements.
Capitalization of property, plant and equipmentDescription of the key audit matter
Given the current evolution in the electricity environment towards green energy production, the Group has very significant investment projects ongoing to connect these new productions sites on the Group's network. The timely and on-budget progress of these investment projects is one of the key performance goals for management as set by the Board of Directors. The progress of these network projects is equally a key performance indicator for investors as a key driver of their return on investment is the maintenance and expansion of the network. It is also an important quantitative and qualitative measure for the regulators. This is further explained and evidenced in Note 6.1 'PPE' and in Note 4 'Segment reporting' of the Consolidated Financial Statements.
These assets are classified as Property, Plant and Equipment ("PP&E"), with a total additions of € 5,050.0 million in 2025 and a net book value of
€ 22,099.5 million as at 31 December 2025 or 68.7% of total balance sheet.
The accounting policies describe that all maintenance expenses are considered to be operating expenses
("OPEX") and all new project or replacement investments are considered capital expenditure "CAPEX". As network projects can include both maintenance and investments, the classification as either OPEX or CAPEX requires judgement from management. Given this judgement, the importance of the amount of PP&E on the total balance sheet, and its relevance to the users of the financial statements as well as the prominence in the Group's communication in press releases and in investor presentations on the progress on new projects, this matter is considered a key audit matter.
Summary of the procedures performed
Amongst others, we have performed the following procedures:
Assessing the design and evaluating the operating effectiveness of key controls, including
management review controls, over (i) the appropriate authorization of capitalization, (ii) the compliance of capitalization criteria used with the accounting policies and (iii) the correct
classification of expenditure as CAPEX or OPEX;
Assessing relevant IT application controls with the support of our IT specialists;
Performing substantive analytical procedures on CAPEX and OPEX by comparing current year figures with the budgeted figures as approved by the regulator at the level of asset classes and projects;
Testing a selection of additions to PP&E, including those under construction, and assessing whether the expenditure met the criteria for capitalization under IFRS as adopted by the European Union and the Group's accounting policies and whether the CAPEX were allocated to the correct projects, including the assessment of management judgement in case of a project including both maintenance and investments;
Assessing the adequacy of note 4 and 6.1 of the Consolidated Financial Statements.
The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with the IFRS Accounting Standards and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for
assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of
Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.
Our responsibilities for the audit of the Consolidated Financial StatementsOur objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISA's will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations.
Our responsibilities with regards to the going concern assumption used by the board of directors are described below.
As part of an audit in accordance with ISA's, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made
by the Board of Directors as well as the underlying information given by the Board of Directors;
conclude on the appropriateness of the Board of Directors' use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue as a going-concern;
evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events.
We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.
We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit
Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.
Report on other legal and regulatory requirements Responsibilities of the Board of DirectorsThe Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report.
Responsibilities of the joint auditorsIn the context of our mandate and in accordance with the additional standard to the ISA's applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters.
Aspects relating to Board of Directors' report and other information included in the annual reportThe Board of Directors' report on the Consolidated Financial Statements contains the consolidated sustainability information that is subject to our separate limited assurance report. This section does not cover the assurance on the consolidated sustainability information included in the annual report.
In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations.
In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of
Directors' report and other information included in the annual report, being:
- 2.2 Key figures - Financial key performance indicators
contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.
Independence mattersOur audit firms and our networks have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.
The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements.
European single electronic format ("ESEF")In accordance with the standard on the audit of the conformity of the financial statements with the European single electronic format (hereinafter "ESEF"), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation").
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/eng/data-portal).
It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with
the ESEF requirements under the Delegated Regulation.
Other communications.This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
The joint statutory auditors
Brussels, 27 March 2026
EY Bedrijfsrevisoren BV Statutory auditor Represented by
Frédéric De Mee * Partner
*Acting on behalf of a BV/SRL
26FDM0009
BDO Bedrijfsrevisoren BV Statutory auditor Represented by
Digitally signed by Michaël
Based on the work performed by us, we conclude that the format and tagging of information in the digital
Michaël
Delbeke
Delbeke
DN: cn=Michaël Delbeke, ou=BDO_Users, email=michael.delbeke@bdo.be
consolidated financial statements included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/eng/data-portal) of Elia Group NV/SA per 31 December 2025 are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation.
Michaël Delbeke * Partner
*Acting on behalf of a BV/SRL
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