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Elia Transmission Belgium Sa/Nv Information Memorandum dated 17 April 2020 ELIA TRANSMISSION BELGIUM SA/NV Keizerslaan 20, 1000 Brussels, Belgium Incorporated with limited liability (naamloze vennootschap/société anonyme) in Belgium Enterprise number 0731.852.231 — RPR Brussels EUR 3,000,000,000 Euro Medium Term Note Programme Due from one month from the date of original issue Under the Euro Medium Term Note Programme (the “Programme”) described in this information memorandum (the “Information Memorandum”), Elia Transmission Belgium SA/NV (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The Notes issued under the Programme may be Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes (each as defined below) or a combination of any of the foregoing. The Notes will be issued in the Specified Denomination(s) specified in the relevant Pricing Supplement (as defined below). The minimum Specified Denomination of the Notes shall be at least EUR 100,000 (or its equivalent in any other currency). The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 3,000,000,000 (or the equivalent in other currencies). The Notes have no maximum Specified Denomination amount. This Information Memorandum does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”). Accordingly, the Information Memorandum does not purport to meet the format and the disclosure requirements of the Prospectus Regulation and Commission delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129 as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004. The Information Memorandum has not been, and will not be, submitted for approval to the Belgian Financial Services and Markets Authority nor any other competent authority within the meaning of the Prospectus Regulation. This Information Memorandum and the Pricing Supplement (as defined below) in relation to Notes which will be listed and admitted to trading on the Euro MTF (as defined below) constitute a base prospectus and final terms for the purposes of Part IV of the Luxembourg law on prospectuses for securities dated 16 July 2019. Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be listed and to be admitted to trading on the Euro MTF market operated by the Luxembourg Stock Exchange (the “Euro MTF”). The Euro MTF is a multilateral trading facility for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”). References in this Information Memorandum to Notes being “listed” (and all related references) shall mean that such Notes have been listed and admitted to trading on the Euro MTF. However, unlisted Notes may be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading on the Euro MTF (or any other trading venue). The Notes will be issued in dematerialised form under the Belgian Companies and Associations Code (Wetboek van Vennootschappen en Verenigingen/Code des Sociétés et des Associations), as amended (the “Belgian Companies and Associations Code”) and cannot be physically delivered. The Notes will be represented exclusively by book entries in the securities settlement system operated by the National Bank of Belgium (the “NBB”) or any successor thereto (the “NBB System”). Access to the NBB System is available through those of its NBB System participants whose membership extends to securities such as the Notes. NBB System participants (each a “Participant”) include certain banks, stockbrokers (beursvennootschappen/sociétés de bourse), Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking AG (“Clearstream”), SIX SIS AG (“SIX SIS”), Monte Titoli S.p.A. (“Monte Titoli”), Euroclear France SA (“Euroclear France”) and Interbolsa S.A. (“Interbolsa”). Accordingly, the Notes will be eligible to clear through, and will therefore be accepted by, each Participant and investors may hold their Notes within securities accounts in each Participant. The Notes issued in dematerialised form and settled through the NBB System may be eligible as ECB collateral, provided that the applicable ECB eligibility requirements are met. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche of Notes will be set out in a pricing supplement (the “Pricing Supplement”). The Programme has been rated BBB+ by S&P Global Ratings Europe Limited (“S&P”). S&P is established in the European Union (the “EU”) and is registered under Regulation (EC) No 1060/2009, as amended (the “CRA Regulation”). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the relevant Pricing Supplement and will not necessarily be the same as the rating assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Notes issued under this Programme constitute debt instruments. An investment in such Notes involves risks. By subscribing to the Notes, investors lend money to the Issuer who undertakes to pay interest (if any) and to reimburse the principal on the maturity date. In case of bankruptcy or default by the Issuer, however, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. Each prospective investor must carefully consider whether it is suitable for that investor to invest in the Notes in light of its knowledge and financial experience and should, if required, obtain professional advice. In particular, prospective investors should have regard to the factors described under the Section “Risk Factors” on pages 13 to 34 in this Information Memorandum. Notes issued under the Programme will not be offered or sold in Belgium to “consumers” (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended. Arranger for the Programme BNP PARIBAS Dealers BELFIUS DEGROOF PETERCAM NATWEST BNP PARIBAS ING RABOBANK KBC A41029445 This Information Memorandum does not comprise a prospectus for the purpose of the Prospectus Regulation. This Information Memorandum intends to provide information with regard to the Issuer and its subsidiaries taken as a whole (the “Group”) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. This Information Memorandum has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area or in the United Kingdom (each a “Relevant State”) will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant State of Notes which are the subject of an offering contemplated in this Information Memorandum, as completed by a relevant Pricing Supplement in relation to the offer of those Notes, may only do so in circumstances in which no obligation arises for the Issuer, the Arranger or any Dealer (as defined in Section “Overview of the Programme”) to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. None of the Issuer, the Arranger or the Dealers has authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer, the Arranger or any Dealer to publish or supplement a prospectus for such offer. The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. This Information Memorandum is to be read in conjunction with all documents which are incorporated herein by reference and which are enclosed in Annex (see “Documents incorporated by reference and enclosed in Annex” below). Unless specified otherwise, information contained on websites mentioned herein does not form part of this Information Memorandum. This Information Memorandum is an information memorandum and therefore does not, without a Pricing Supplement which has been duly completed and signed by the Issuer, constitute an offer of, or an invitation by or on behalf of the Issuer, the Arranger or the Dealers to subscribe for, or purchase, any Notes. No person has been authorised to give any information or to make any representation other than those contained in this Information Memorandum in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger or any of the Dealers.
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