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Econocom Group SE AGM Information 2022
3943_rns_2022-03-01_2544e8d3-9675-4a2b-8d83-6b0d52c99132.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 ANNUAL GENERAL MEETING AND THE EXTRAORDINARY GENERAL MEETING OF ECONOCOM GROUP SE OF 31 MARCH 2022
Dear shareholders,
You are hereby invited to attend the annual general meeting of the company Econocom Group SE, 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 31 March 2022, at 11 a.m., at the Company's offices in Zaventem located at Leuvensesteenweg 510/B80, 1930 Zaventem. The annual general meeting will be followed by an extraordinary general meeting (the "Meetings").
Warning
In view of the health crisis and related measured to limit the spread of the COVID-19 coronavirus, the board of directors encourages shareholders to participle in the Meetings (i) by voting by correspondence, or (ii) by giving a proxy to a person designated by the board of directors in accordance with the rules set out in this notice.
Security holders who have completed the necessary formalities for participating to the Meetings and who have expressed their wish to attend the Meetings will be notified of the precise procedures for holding the Meetings 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 ANNUAL GENERAL MEETING
- 1. Presentation, discussion and explanation of the annual management report of the board of directors, the statutory and consolidated financial statements for the financial year which ended on 31 December 2021 and the auditor's report on the statutory and consolidated financial statements for the 2021 financial year.
- 2. Approval of the statutory financial statements for the financial year which ended on 31 December 2021.
Proposed resolution : Proposal to approve the statutory financial statements for the financial year which ended on 31 December 2021.
3. Approval of the allocation of profits.
Proposed resolution :
Proposal to allocate the result of the Company's financial year which ended on 31 December 2021 of 278,795,842.78 euros to the result carried forward for 278,795,842.78 euros.
4. Discharge of the directors for the performance of their official duties during the financial year which ended on 31 December 2021.
Proposed resolution :
Proposal to grant discharge to the directors for the financial year which ended on 31 December 2021.
5. Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2021.
Proposed resolution :
Proposal to grant discharge to the auditor for the financial year which ended on 31 December 2021.
- 6. Approval of the remuneration report. Proposed resolution : Proposal to approve the remuneration report.
- 7. Proposal to appoint Mr. Laurent Roudil as Director. Proposed resolution :
Proposal to appoint Mr. Laurent Roudil as Director of Econocom Group SE, with immediate effect for a duration of 4 years, ending after the annual general meeting to be held in 2026.
8. 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 and/or Lydie Roulleaux (employees of Econocom group), with the power of substitution, in order to proceed with the filling and publication formalities.
AGENDA AND PROPOSED RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING
1. Reimbursement of the issue premium considered as paid-up capital, in accordance with Articles 7:208 and 7:209 of the Code on Companies and Associations for an amount of 0.14 euro per share.
Proposed resolution :
Proposal to reimburse the issue premium considered as paid-up capital, in accordance with Articles 7:208 and 7:209 of the Code on Companies and Associations, including the treasury shares held by the Company, by debit from the non-distributable "issue premium" account, for an amount of 0.14 euro per outstanding share existing at the date of the coupon detachment. 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 7:209 of the Code on Companies and Associations, payment shall occur after coupon detachment.
2. Powers of attorney.
Proposed resolution :
Proposal to grant powers of attorney (i) to 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 (ii) to the acting notary and his staff, each acting individually, to proceed with the various formalities.
ADMISSION FORMALITIES FOR THE MEETINGS
In order to attend the Meetings of 31 March 2022, shareholders are requested to comply with Article 28 and 29 of the Company's Articles of Association and the following formalities.
If the attendance quorum required pursuant to Article 7:153 of the Code on Companies and Associations is not met at the extraordinary general meeting of 30 November 2021, a second extraordinary general meeting will be convened on 25 April 2022 at 11 a.m., to deliberate and resolve on the agenda items of the extraordinary general meeting regardless of the capital present or represented by the shareholders.
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 17 March 2022 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 Meetings. The number of shares held on the date of the Meetings is not relevant.
Holders of registered shares must be recorded in the Company's registered shares register by 17 March 2022 at 12 p.m. (Belgian time).
Holders of dematerialized shares must be recorded as shareholders with an authorised account holder or Euroclear Belgium on 17 March 2022 at 12 p.m. (Belgian time).
3. Intention to attend the Meetings
Shareholders must inform the board of directors, by registered letter sent to the Company's registered office or preferably by e-mail sent to [email protected] by 25 March 2022 at the latest, of their intention to attend the Meetings, 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 Meetings, 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 Meetings (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) or of the notary's office acting as proxy for the extraordinary general meeting. This proxy holder will only exercise the voting right in accordance with the voting instructions contained in the proxy.
Proxy voting and postal voting forms approved by the Company must be used for this purpose. They can be downloaded from the website https://www.econocom.com/en/investors/generalmeetings.
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 25 March 2022 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 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 9 March 2022, at the latest.
As the case may be, an amended agenda will be published no later than 16 March 2022.
Shareholders who wish to submit questions prior to the Meetings are invited to send them to the email address [email protected], in addition to the above-mentioned formalities, by 25 March 2022 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 Meetings 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 25 March 2022, at the latest, of their intention to participate in the Meetings.
7. Documents
The documents to be provided to the Meetings, 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://www.econocom.com/en/investors/general-meetings) 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