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Econocom Group SE — AGM Information 2021
Aug 4, 2021
3943_rns_2021-08-04_100b611e-be9d-4f63-8b32-834042daa17b.pdf
AGM Information
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Econocom Group SE
A European listed company Registered office: Place du Champ de Mars 5, 1050 Brussels Company number: 0422.646.816 (Brussels RLE)
NOTICE OF THE SPECIAL GENERAL MEETING OF ECONOCOM GROUP SE OF 9 SEPTEMBER 2021
Dear shareholders,
You are hereby invited to attend the special general meeting of the company Econocom Group SE (the "Meeting"), with its registered office at Place du Champ de Mars 5, 1050 Brussels, registered with the Crossroads Bank of Enterprises under number 0422.646.816 (the "Company"), to be held on Thursday 9 September 2021, at 12 a.m., at the Company's offices in Zaventem located at Leuvensesteenweg 510/B80, 1930 Zaventem, Belgium, with limited physical attendance due to government measures to limit the spread of COVID-19.
Warning
In view of the health crisis and related measured to limit the spread of the COVID-19 coronavirus, shareholders are highly discouraged from attending the Meeting in person.
Shareholders are strongly recommended to exercise their voting rights prior to the Meeting in accordance with the rules set out in this notice (i) by voting by correspondence, or (ii) by giving a proxy to a person designated by the Board of Directors.
Security holders who have completed the necessary formalities for participating to the Meeting and who have expressed their wish to attend the Meeting will be notified of the precise procedures for holding the Meeting in due course.
Depending on the evolution of the health situation and the applicable rules in the coming weeks, the Company reserves itself the right to modify these participation modalities through a press release and on the Company's website.
AGENDA AND PROPOSED RESOLUTIONS FOR THE GENERAL MEETING
1. Appointment of a director as an independent director
Proposed resolution:
Proposal to appoint Mr Eric Boustouller as director of Econocom Group SE, with immediate effect for a term of 4 years, ending at the end of the annual general meeting to be held in 2025. Mr Eric Boustouller meets the independence criteria set forth in article 7:87 of the Code on Companies and Associations and in article 3.5 of the 2020 Belgian Code on Corporate Governance.
2. Powers of attorney
Proposed resolution:
Proposal to grant powers of attorney to (i) the managing director and each of the general 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) to Ms. Nathalie Sfeir (employee of Econocom group, with the power of substitution, in order to proceed with the filling and publication formalities.
ADMISSION FORMALITIES FOR THE GENERAL MEETING
In order to attend the Meeting of 9 September 2021, shareholders are requested to comply with Article 28 and 29 of the Company's articles of association and the following formalities.
1. Dates and deadlines
Please note that all dates and deadlines mentioned herein will not be extended due to weekends or holidays or for any other reason.
2. Record date
The record date is 26 August 2021 at 12 p.m. (Belgian time). Only persons registered as shareholders on that date and at that time will be authorised to attend and vote at the Meeting. The number of shares held on the date of the Meeting is not relevant.
Holders of registered shares must be recorded in the Company's registered shares register by 26 August 2021 at 12 p.m. (Belgian time).
Holders of dematerialized shares must be recorded as shareholders with an authorised account holder or Euroclear Belgium on 26 August at 12 p.m. (Belgian time).
3. Intention to attend the general meeting
Shareholders who wish to attend the Meeting must inform the board of directors of their intention to do so by email sent to [email protected] by 3 September 2021, at the latest, indicating the number of shares they intend to vote.
In addition, the holders of dematerialized shares must prove their registration as shareholders on the record date.
In order to attend the Meeting, the holders of securities and proxyholders must prove their identity, and the representatives of legal entities must produce documents proving their identity and power of attorney, immediately prior to the start of the meeting at the latest.
4. Vote by proxy or by letter
As mentioned here above, shareholders are invited to exercise their voting rights prior to the Meeting (i) by voting by correspondence, or (ii) by giving a proxy to a person designated by the board of directors.
In the event of a proxy vote, the proxy holder will automatically be a representative of the Company (or one of its subsidiaries) designated for that purpose.
Proxy voting and postal voting forms approved by the Company must be used for this purpose. They can be downloaded from the website https://finance.econocom.com - regulated information section.
In addition to the above-mentioned formalities, shareholders must send duly completed and signed proxy voting and postal voting forms to the e-mail address [email protected] by 3 September 2021 at the latest.
Exceptionally, and in order to limit the spread of the COVID-19 coronavirus, shareholders are kindly asked to promote the sending by e-mail of a scanned or photographed copy of the proxy or postal voting form and to subsequently send the originals by post to the Company's registered office.
It is recalled, moreover, that proxy and postal voting forms may also be signed by an electronic signature process as provided for in Article 7:143 § 2 of the Code on companies and associations.
5. New agenda items, proposed resolutions and the right to ask questions
Shareholders holding at least 3% of the share capital who wish to request the addition of new items on the agenda or to submit new proposals for resolutions must, in addition to the aforementioned formalities, prove that they hold the required percentage of shares on the date of their request and submit their request to the Company's registered office or by email to [email protected] by 18 August 2021, at the latest.
As the case may be, an amended agenda will be published no later than 25 August 2021.
Shareholders who wish to submit questions prior to the Meeting are strongly recommended to send these to the e-mail address [email protected], in addition to the abovementioned formalities, by 3 September 2021 at the latest. Exceptionally, due to the COVID-19 pandemic, shareholders are requested not to send their questions by post to the Company's registered office.
6. Bondholders and holders of subscription rights
Bondholders and holders of subscription rights issued by the Company may attend the Meeting in advisory capacity only (i.e. without voting rights). To do so, they must inform the board of directors by email at [email protected] by 3 September 2021, at the latest, of their intention to participate in the Meeting.
7. Documents
The documents to be provided to the Meeting, the agenda, possibly amended, and the forms to vote by proxy or by letter, possibly amended, shall be available as from the publication of this notice on the Company's website (https://finance.econocom.com) and at the Company's registered office.
The aforementioned formalities and the instructions set out on the Company's website and on the forms to vote by proxy or by letter must strictly be adhered to.
Yours faithfully,
On behalf of the board of directors