Econocom Group SE — AGM Information 2022

Mar 1, 2022

Econocom Group SE

A European listed company Registered office: Place du Champ de Mars 5, 1050 Brussels Company number: 0422.646.816 (Brussels RLE) (hereafter the "Company")

MODIFIED AGENDA OF THE ORDINARY GENERAL MEETING OF ECONOCOM GROUP SE OF 31 MARCH 2022

Dear shareholders,

A shareholder holding more than 3% of the capital has requested the addition of a new item on the agenda of the Ordinary General Meeting of the Company of 31 March 2022 and the submission of proposals for resolutions on this new item.

The agenda completed under its eighth item is published in accordance with article 7:130, § 3 of the Code on Companies and Associations:

• 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. Approval of change of control clauses.

Proposed resolution :

Proposal to approve and ratify as necessary, in accordance with Article 7:151 of Code on Companies and Associations:

• i. the provisions of the credit/loan agreements, mentioned below, which provide for the possibility for the lender to demand early repayment of the sums lent and/or suspension of the use of the credit, in the event of the occurrence of a change of control of the Company:
  • - Credit agreement of 29 April 2021 with Belfius;
  • - Credit agreement of 19 May 2021 with ABN Amro;
  • - Credit agreement of 10 June 2021 with Caisse d'Epargne;
  • - Loan agreement of 29 June 2021 with Banque Palatine;
  • - Loan agreement of 27 July 2021 with LCL;
  • - Credit agreement of 29 July 2021 with Crédit du Nord;
  • - Credit agreement of 29 July 2021 with Société Générale;
  • - Loan agreement of 18 October 2021 with Banque Palatine;
  • - Loan agreement of 7 December 2021 with ABN Amro; and
  • - Loan agreement of 17 December 2021 with Crédit Agricole Ile de France.
• ii. the provisions of the Schuldscheindarlehen type credit agreements that could be authorised and concluded after the publications of the notices of the Ordinary General Meeting and before the holding of the latter on 31 March 2022 ; and that would provide for the possibility for the lender to demand the early repayment of the sums lent and/or the suspension of the use of the credit in the event of a change of control of the Company.

9. 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.

Proxy voting and postal voting forms have been modified accordingly and can be downloaded from the website https://www.econocom.com/en/investors/general-meetings.

As a reminder, in addition to the formalities specified in the notice, shareholders must send duly completed and signed proxy voting and postal voting forms to the e-mail address generalsecretariat@econocom.com by 25 March 2022 at the latest.

Yours faithfully,

On behalf of the board of directors