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 (RLE Brussels) (hereinafter the "Company")

ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING OF ECONOCOM GROUP SE OF 31 MARCH 2022

(hereinafter the "Meetings")

Vote by letter

Completed agenda following the request of a shareholder in accordance with Article 7:130 of the Code on Companies and Associations

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 Meeting (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 the notice.

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.

Shareholders who wish to exercise their voting rights by letter, prior to the Meetings, are requested to use this form.

Forms must be sent to the Company by e-mail at: generalsecretariat@econocom.com, 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 postal voting form and to subsequently send the originals by post to the Company's registered office. It is recalled, moreover, that 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.

Shareholders who wish to vote by letter must also comply with all registration formalities described in the notice of the general meeting.

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 Company,

hereby declares to vote by letter with¹ shares, as specified below, at the general meetings of shareholders to be held on 31 March 2022 or at any other subsequent general meetings with the same agenda.

A. AGENDA AND PROPOSED RESOLUTIONS FOR THE GENERAL MEETING OF SHAREHOLDERS

I. Agenda and proposed resolutions for the annual general meeting, with the modification of the eighth point, following the request of a shareholder

• 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.

¹ Please indicate the number of shares for which you wish to vote by letter.

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.

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 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.

B. VOTING INSTRUCTIONS

I. Annual general meeting

		YES	NO	ABSTENTION
1.	Approval of the statutory financial statements for the financial year which ended on 31 December 2021.
2.	Allocation of the results of the 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.
3.	Discharge of the directors for the performance of their official duties during the financial year which ended on 31 December 2021.
4.	Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2021.
5.	Approval of the remuneration report.
6.	Proposal to appoint Mr. Laurent Roudil as Director.
7.	Approval of change of control clauses.
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 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.	Granting of powers of attorney to execute the abovementioned resolutions.

* * *

This form shall be considered entirely null and void if the shareholder does not indicate a choice in relation to one or more items on the agenda of the Meeting.

A shareholder who duly submits this form to the Company may no longer vote in person or by proxy at the general meeting for the number of shares voted herewith by letter.

Done in , on 2022.

_____________________________________

(signature)

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