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Econocom Group SE AGM Information 2024
3943_rns_2024-05-24_57cf7c8c-a12d-4151-b03f-ae363153cff5.pdf
AGM Information
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Econocom Group SE
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 26 JUNE 2024
Dear shareholders,
You are hereby invited to attend the special 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 Wednesday 26 June 2024, at 12 a.m., at the Company's offices located Place du Champ de Mars 5, 1050 Brussels (the "Meeting").
AGENDA AND PROPOSED RESOLUTIONS FOR THE SPECIAL GENERAL MEETING
1. Appointment of the new statutory auditor and fixing of the statutory auditor's remuneration for the exercise of its mandate
Proposed resolution :
On recommendation of the audit committee, proposal of the board of directors and presentation of the works council, the general meeting decides to appoint as Company's statutory auditor BDO Bedrijfsrevisoren SRL, whose registered office is at Da Vincilaan 9, 1930 Zaventem, registered with the Crossroads Bank for Enterprises under number 0431.088.289, represented by its permanent representative Mr. Christian Schmetz.
The auditor's term of office is three (3) years, expiring at the end of the annual general meeting of the year 2027 called upon to approve the annual accounts for the financial year closing on 31 December 2026. The statutory auditor's fees, for the duration of his term of office, shall be fixed at EUR 210,000 per year (index-linked annually, excluding VAT and disbursements).
2. Appointment of the auditor in charge of sustainability information assurance Proposed resolution :
On recommendation of the audit committee, proposal of the board of directors and presentation of the works council, the general meeting extends the mandate of the new statutory auditor, BDO Bedrijfsrevisoren SRL, to issue the assurance opinion on the sustainability report provided for in European Directive (EU) 2022/2464 of 14 December 2022 as regards corporate sustainability reporting (CSRD), as transposed into Belgian law.
The permanent representative currently appointed by BDO Bedrijfsrevisoren SRL is Mr. Christian Schmetz.
Its term of office will also be three (3) years, expiring at the end of the annual general meeting of the year 2027 called upon to approve the annual accounts for the financial year closing on 31 December 2026.
The auditor's fees for this assignment are set at EUR 95,400 for the first year and EUR 63,800 per year thereafter (index-linked annually, excluding VAT and disbursements).
These fees are subject to change, by mutual agreement between the Company and the auditor, depending on the scope of the assignment as it emerges from the transposition of the CSRD.
3. Appointment of Ms. Sophie Guieysse as independent director
Proposed resolution :
Proposal to appoint Ms. Sophie Guieysse as independent director of the Company for a term of 4 years, with immediate effect and ending at the close of the annual general meeting to be held in 2028.
Ms. Sophie Guieysse meets the independence criteria set out in Article 7:87 of the Code on companies and associations and Article 3.5 of the 2020 Belgian Code on corporate governance.
4. Powers of attorney
Proposed resolution :
Proposal to grant powers of attorney to (i) the executive directors and 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, and (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.
ADMISSION FORMALITIES FOR THE MEETING
In order to attend the Meeting of 26 June 2024, shareholders are requested to comply with Article 28 and 29 of the Company's Articles of Association and the following formalities.
1. Record date
The record date is 12 June 2024 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 12 June 2024 at 12 p.m. (Belgian time).
Holders of dematerialized shares must be recorded as shareholders with an authorised account holder or Euroclear Belgium on 12 June 2024 at 12 p.m. (Belgian time).
2. Intent to attend the Meeting
Shareholders must inform the board of directors, preferably by e-mail sent to [email protected] or by registered letter, by 20 June 2024 at the latest, of their intention to attend the Meeting, 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, shareholders and proxyholders must, in addition to the formalities set out in the previous paragraph, prove their identity, and, where applicable, their power of attorney, at the latest immediately before the start of the meeting.
3. Vote by proxy or by letter
Shareholders can 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) which will be designated for this purpose.
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/general-meetings.
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] - or for holders of dematerialized shares to the e-mail address [email protected] - by 20 June 2024 at the latest.
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.
4. New agenda items, proposed resolutions and the right to ask questions
Shareholders holding at least 3% of the capital wishing 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 4 June 2024, at the latest.
As the case may be, an amended agenda will be published no later than 11 June 2024.
Shareholders who wish to submit questions prior to the Meeting and who respected the aforementioned formalities, are invited to send them, by 20 June 2024 at the latest, preferably to the email address [email protected], or by post to the following address : Leuvensesteenweg 510/B80, 1930 Zaventem.
5. 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 20 June 2024, at the latest, of their intention to participate in the Meeting.
6. 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://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