Prospectus. Dated 17 May 2016 ELIA SYSTEM OPERATOR SA/NV Keizerslaan 20, 1000 Brussels, Belgium Incorporated with limited liability (naamloze vennootschap / société anonyme) in the Kingdom of Belgium Enterprise number 0476.388.378 – RPR Brussels EUR 3,000,000,000 Euro Medium Term Note Programme Due from one month from the date of original issue Notes (as defined below) issued under this Programme (as defined below) constitute debt instruments. An investment in such Notes involves risks. By subscribing to the Notes, investors lend money to the Issuer (as defined below) who undertakes to pay interest 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. Prospective investors should only rely on the information on the Issuer and the Notes contained in this Prospectus (as defined below). In particular, prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. Under the Euro Medium Term Note Programme (the "Programme") described in this prospectus (the "Prospectus"), Elia System Operator 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 (Floating-to-fixed and Fixed-to-floating rate Notes will not be offered to retail investors in Belgium). The nominal value of the Notes may be lesser than, equal to or greater than 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). Application has been made to the Belgian Financial Services and Markets Authority (the "FSMA") in its capacity as competent authority under the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on a regulated market (as last amended on 19 April 2014 and as amended from time to time, the "Prospectus Law"), for the approval of the English version of this Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended by Directive 2010/73/EU (the "Prospectus Directive"). The approval by the FSMA does not imply any appraisal of the appropriateness or the merits of any issue under the Programme, nor of the situation of the Issuer. The Issuer assumes responsibility for the consistency between the English, Dutch and French versions of this Prospectus, to the extent made available. Application has also been made to Euronext Brussels for the Notes issued under the Programme to be listed on Euronext Brussels and to be admitted to trading on Euronext Brussels' regulated market. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been listed and admitted to trading on Euronext Brussels' regulated market. Euronext Brussels' regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading on Euronext Brussels' regulated market (or any other stock exchange). The Notes will be issued in dematerialised form under the Belgian Company Code (Wetboek van Vennootschappen / Code des Sociétés) (the "Belgian Company Code") and cannot be physically delivered. The Notes will be represented exclusively by book entries in the records of the X/N securities and cash clearing 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 include certain banks, stockbrokers (beursvennootschappen / sociétés de bourse), Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). Accordingly, the Notes will be eligible to clear through, and therefore accepted by, Euroclear and Clearstream, Luxembourg and investors may hold their Notes within securities accounts in Euroclear and Clearstream, Luxembourg. 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 final terms document (the "Final Terms"). Copies of Final Terms in relation to Notes to be listed on Euronext Brussels will be published on the website of Euronext Brussels (www.euronext.com). The Issuer has been rated A- with a negative outlook by S&P Global Ratings, acting through Standard & Poor's Credit Market Services Italy Srl ("S&P"). S&P is established in the EU and registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). Tranches of Notes to be issued under the Programme may be rated or unrated. 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. Arranger for the Programme BNP PARIBAS Dealers BNP PARIBAS Rabobank ING J.P. Morgan KBC Bank NV This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus Directive") and for the purpose of giving information with regard to the Issuer, 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. The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Prospectus. 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 Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable, and the Issuer has consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see Documents Incorporated by Reference). No person has been authorised to give any information or to make any representation other than those contained in this Prospectus 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 or any of the Dealers or the Arranger (as defined in "Summary of the Programme").