Econocom Group SE — AGM Information 2019

Apr 19, 2019

Econocom Group SE

A European company making or having made a public offering Registered office: Place du Champ de Mars 5, 1050 Brussels Company number: 0422.646.816 (RLE Brussels) (hereinafter the "Company")

ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING OF ECONOCOM GROUP SE OF 21 MAY 2019

Vote by proxy

Shareholders who wish to be represented by a proxyholder are requested to use this form. Unless provided otherwise by law, a shareholder may only appoint one proxyholder.

This form should reach the Company by registered mail no later than 15 May 2019 (Place du Champ de Mars 5, 1050 Brussels, Belgium), or by e-mail at the address generalsecretariat@econocom.com. The proxyholder must submit the original proxy form no later than at the beginning of the general meetings.

Shareholders wishing to vote by proxy must also comply with all registration and admission formalities described in the notice of the meetings, including notification of their intention to attend the general meetings.

The undersigned,

Legal entity:

Company name and corporate form:
Registered office:
Company number:
Validly represented by:	Residing at:
1.
2.

Natural person :

Last name:
First name(s):
Domicile:
National number:

hereby declares having registered on the registration date (please enclose a copy of the certificates) and to hold shares in full ownership, bare ownership or usufruct (cross out where not applicable) of the European company ECONOCOM GROUP, with its registered office at Place du Champ de Mars 5, 1050 Brussels, Belgium, registered with the Brussels register for legal entities of the Crossroads Bank of Enterprises under number 0422.646.816 (the "Company"),

appoints as proxyholder ,

residing at _________________________________________________________________________.

to whom he/she grants all powers to represent him/her at the general meetings of shareholders to be held on 21 May 2019 at 11.00 a.m. at Chaussée de Louvain 510/B80, 1930 Zaventem, Belgium, or at any other subsequent general meetings with the same agenda.

1. Powers of the proxyholder

Pursuant to this proxy, the proxyholder can exercise the following powers on behalf of the undersigned:

• 1. participate in the abovementioned shareholders meetings and, if applicable, approve the adjournment thereof;
• 1. participate in any other shareholders meetings with the same agenda should the initial shareholders meetings be postponed, adjourned or not have been duly convened;
• 1. propose items for inclusion on the agenda and approve any amendments to proposals made by other shareholders (including new items to be voted on in accordance with Article 923 of the Belgian Company Code) or by the chairman of the general meetings, provided that instructions have been given accordingly to the proxyholder, by any means, prior to deliberations on the relevant item(s);
• 1. participate in deliberations and vote as indicated below or, if no instructions have been given, vote in favour of a proposed resolution; and
• 1. sign any minutes, attendance list, register, instrument or document concerning the foregoing and, in general, do anything which is necessary or useful to execute this proxy.
  2. 2. Agenda and proposed resolutions for the general meetings of shareholders

I. Agenda and proposed resolutions for the annual general meeting

• 1. Presentation, discussion and explanation of the annual management report of the board of directors, the consolidated financial statements for the financial year which ended on 31 December 2018 and the auditor's report on the consolidated and non-consolidated financial statements for the financial year which ended on 31 December 2018.
• 1. Approval of the statutory financial statements for the financial year which ended on 31 December 2018.

Proposed resolution:

Proposal to approve the statutory financial statements for the financial year which ended on 31 December 2018.

1. Approval of the allocation of profits.

Proposed resolution:

Proposal to allocate the results of -2,267,160.97 EUR of the financial year which ended on 31 December 2018 and the profits of 85,607,130.30 EUR carried forward from the previous financial year as follows:

- 5,358,313.74 EUR to reserves other than the statutory reserve; and

- 77,981,655.59 EUR to the profits carried forward.

1. Discharge of the directors for the performance of their official duties during the financial year which ended on 31 December 2018.

Proposed resolution:

Proposal to grant discharge to the directors for the financial year which ended on 31 December 2018.

1. Renewal of director's appointments.

Proposed resolution:

Proposal to:

• i. renew Mr. Bruno Grossi's appointment as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2023;
• ii. renew Mr. Rafi Kouyoumdjian's appointment as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2023;
• iii. renew Mr. Walter Butler's appointment as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2023; Mr. Walter Butler complies with the requirements of Article 526ter of the Belgian Company Code and can therefore be qualified as independent director within the meaning of this Article.
• 1. Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2018.

Proposed resolution:

Proposal to grant discharge to the auditor for the financial year which ended on 31 December 2018.

1. Appointment of the statutory auditor upon proposal of the Audit Committee and determination of the statutory auditor's fees.

Proposed resolution:

Upon the proposal of the Audit Committee approved by the board of directors, proposal to renew the appointment of the statutory auditor, PricewaterhouseCoopers Bedrijfsrevisoren/Reviseurs d'Entreprises, having its registered seat at Woluwe Garden, Woluwedal 18, 1932 Sint-Stevens-Woluwe (Belgium), represented by Mr. Alexis Van Bavel, for a period of two years, ending automatically after the ordinary general meeting to be held in 2021. Its remuneration is fixed at 167,558 EUR per year.

• 1. Approval of the remuneration report. Proposed resolution: Proposal to approve the remuneration report.
• 1. Powers of attorney. Proposed resolution: Proposal to grant powers of attorney to execute the abovementioned resolutions.

II. Agenda and proposed resolutions for the extraordinary general meeting

1. Reimbursement of the issue premium considered as paid-up capital, in accordance with Articles 612 and 613 of the Belgian Company Code for an amount of 0.12 euro per share. Proposed resolution:

Proposal to reimburse the issue premium considered as paid-up capital, in accordance with Articles 612 and 613 of the Belgian Company Code, including the treasury shares held by the Company, by debit from the non-distributable "issue premium" account, for an amount of 0.12 euro per outstanding share on the ex-coupon date. The coupon detachment entitling to the reimbursement of the issue premium will take place at the end of a two-month period starting on the date of publication of this resolution in the Belgian State Gazette. In accordance with Article 613 of the Belgian Company Code, payment shall occur after coupon detachment.

1. Authorisation to the board of directors to acquire own shares in accordance with Article 620 of the Belgian Company Code and in accordance with Article 7:215 of the new Belgian Code on Companies and Associations, and consequently, modification of Article 12 of the Company's Articles of Association.

Proposed resolution:

Proposal to authorise the board of directors, for a period of five years as from the date this resolution is approved by the general meeting of shareholders, to acquire shares of the company Econocom Group, within a limit of 20% of the total amount of issued shares, at a price per share of minimum 2 EUR and maximum 10 EUR. This authorisation, which is thus renewed, shall replace as from the date this resolution is approved by the general meeting of shareholders, the existing authorisation granted by the general meeting of 20 May 2014.

These authorisations also include the acquisition of the company's shares by one or more of its direct subsidiaries, within the meaning of the legal provisions governing the acquisition of shares of a parent company by subsidiaries.

Proposal to amend Article 12 of the Articles of Association.

3. Powers.

Proposed resolution:

Proposal to grant powers of attorney to (i) each of the managing directors of Econocom Group SE, with the possibility of substitution, for the execution of the aforementioned resolutions and in order to proceed with publication and other formalities, (ii) the acting notary and his staff, each acting individually, to prepare the coordinated text of the Company's Articles of Association and in order to proceed with the various formalities, and (iii) Mtr. Nicolas de Crombrugghe and Mtr. Lorraine Vercauteren or any other lawyer from the law firm NautaDutilh, having its offices at 1000 Bruxelles, Chaussée de La Hulpe 120, with the power of substitution, in order to proceed with any formality generally necessary or useful with regards to the resolutions of the Company.

3. Voting instructions

The proxyholder will vote in name and on behalf of the undersigned as follows:

I. Annual general meeting

		YES	NO	ABSTENTION
1.	Approval of the statutory financial statements for the financial year which closed on 31 December 2018.
2.	Allocation of the results of -2,267,160.97 EUR of the financial year which ended on 31 December 2018 and the profits of 85,607,130.30 EUR carried forward from the previous financial year as follows: − 5,358,313.74 EUR to reserves other than the statutory reserve; and − 77,981,655.59 EUR to the profits carried forward.
3.	Discharge of the directors for the financial year which closed on 31 December 2018.
4.	Renewal of director's appointments.
	i. renew Mr. Bruno Grossi's appointment as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2023;
	ii. renew Mr. Rafi Kouyoumdjian's appointment as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2023;
	iii. renew Mr. Walter Butler's appointment as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2023; Mr. Walter Butler complies with the requirements of Article 526ter of the Belgian Company Code and can therefore be qualified as independent director within

	the meaning of this Article.
5.	Discharge of the auditor for the performance of his official duties during the financial year which ended on 31 December 2018.
6.	Appointment of PricewaterhouseCoopers Bedrijfsrevisoren/Reviseurs d'Entreprises, represented by Mr. Alexis Van Bavel as statutory auditor of the Company, for a period of two years, ending automatically after the ordinary general meeting to be held in 2021 and determination of the statutory auditor's fees.
7.	Approval of the remuneration report.
8.	Granting of powers of attorney to execute the abovementioned resolutions.

II. Extraordinary general meeting

		YES	NO	ABSTENTION
1.	Reimbursement of the issue premium considered as paid-up capital, in accordance with Article 612 and 613 of the Belgian Company Code, including the treasury shares held by the Company, by debit from the non-distributable "issue premium" account, for an amount of 0.12 euro per outstanding share on the ex coupon date. The coupon detachment entitling to the reimbursement of the issue premium will take place at the end of a two-month period starting on the date of publication of this resolution in the Belgian State Gazette. In accordance with Article 613 of the Belgian Company Code, payment shall occur after coupon detachment.
2.	Authorisation of the board of directors, for a period of five years as from the date this resolution is approved by the general meeting of shareholders, to acquire shares of the company Econocom Group, within a limit of 20% of the total amount of issued shares, at a price per share of minimum 2 EUR and maximum 10 EUR. This authorisation, which is thus renewed, shall replace as from the date this resolution is approved by the general meeting of shareholders, the existing authorisation granted by the general meeting of 20 May 2014.
	These authorisations also include the acquisition of the company's shares by one or more of its direct subsidiaries, within the meaning of the legal provisions governing the acquisition of shares of a parent company by subsidiaries. Amendment of Article 12 of the Articles of
	Association.
3.	Granting of powers of attorney to execute the abovementioned resolutions.

4. New agenda items and proposed resolutions

The undersigned hereby further declares having been informed that, after publication of the notice of the general meetings, one or more shareholders holding jointly at least 3% of the Company's shares capital may request to add items to the agendas of the general meetings or propose new resolutions concerning existing agenda items.

The Company shall publish an amended agenda by 13 May 2019 at the latest if new items or proposed resolutions to be added to the agenda have validly reached the Company.

In that case, the Company shall also provide its shareholders with a new proxy form including the new items or proposed resolutions, and the following rules shall apply:

• 1. if the present proxy was validly submitted to the Company prior to publication of the amended agenda for the general meetings, it shall remain valid in respect of all agenda items mentioned in the initial notice;
• 1. if the Company issues an amended agenda with one or more new proposed resolutions in respect of items on the initial agenda, the law authorises the proxyholder to derogate during the general meetings from the voting instructions initially given by the undersigned (if any) if, in the proxyholder's opinion, the exercise of these instructions could compromise the interests of the undersigned. The proxyholder must inform the undersigned of any derogation from the latter's voting instructions;
• 1. if the Company publishes an amended agenda with new items, the law requires that the present proxy form indicates whether the proxyholder is authorised or not to vote on these new items or if he must refrain from voting.

In view of the foregoing, the undersigned (cross out where applicable):

• authorises the proxyholder to vote on (a) new item(s) added to the agenda of the general meetings; or
• instructs the proxyholder to refrain from voting on (a) new item(s) added to the agenda of the general meetings.

If the undersigned did not cross out any of the abovementioned proposals or crossed out both, the proxyholder should abstain from voting on the new item(s) added to the agenda of the general meetings.

5. Conflict of interests

In the event of a conflict of interests between the undersigned and its proxyholder, this latter must comply with Article 547bis §4 of the Belgian Company Code. If the Company is aware of the existence of a conflict of interests, it shall only count the proxyholder's vote if the undersigned has given specific voting instructions for each item on the agenda.

The undersigned has appointed Mr/Ms as his/her proxyholder and is aware that the latter is considered, pursuant to the Belgian Company Code, to have a conflict of interest as set out in Article 547bis §4 of the Belgian Company Code have been fulfilled. Consequently, the undersigned is requested to provide specific voting instructions for each item on the agenda, otherwise Mr/Ms shall not be able to vote on the relevant items.

6. Indemnification of the proxyholder

_____________________________________

The undersigned hereby commits to indemnify the proxyholder for any damage the latter may incur due to any act accomplished during the performance of this proxy, provided however that the proxyholder acted within the limits of his/her powers. Moreover, the undersigned commits not to request the nullification of any resolution approved by the proxyholder or claim any indemnification from the proxyholder, provided however that the latter acted within the limits of his/her powers.

This proxy is irrevocable. Shareholders that have duly granted a proxy cannot vote at the general meetings in person or by correspondence.

*

Done in _________________________, on ________________________2019.

(signature)

Please initial each page of this form and sign the last page. Legal entities must indicate the full name and title of each person signing this proxy form on their behalf. Representatives of legal entities must produce documents proving their identity and their power of attorney no later than commencement of the general meetings.