Econocom Group SE — AGM Information 2024

Mar 1, 2024

Econocom Group SE

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

ORDINARY GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING OF ECONOCOM GROUP SE OF 2 APRIL 2024

(hereinafter the "Meetings")

Vote by letter

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 or for holders of dematerialized shares at: ebe.issuer@euroclear.com, by 27 March 2024, at the latest. 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 to hold shares in full ownership, bare ownership or usufruct (cross out where not applicable) of the Company on the registration date (please enclose a copy of the certificates),

hereby declares to vote by letter with1 shares, as specified below, at the general meetings of shareholders to be held on 2 April 2024 or at any other subsequent general meetings with the same agenda.

A. AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETINGS

I. Agenda and proposed resolutions for the ordinary 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 2023 and the auditor's report on the statutory and consolidated financial statements for the 2023 financial year.
• 2. Approval of the statutory financial statements for the financial year which ended on 31 December 2023 Proposed resolution : Proposal to approve the statutory financial statements for the financial year which ended on 31

December 2023.

• 3. Approval of the allocation of profits Proposed resolution : Proposal to allocate the profit of the Company's financial year, which ended 31 December 2023, amounting to €1,076,689.47, in full to the result carried forward.
• 4. Discharge of the directors for the performance of their official duties during the financial year which ended on 31 December 2023 Proposed resolution : Proposal to grant discharge to the directors for the financial year which ended on 31 December 2023.
• 5. Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2023 Proposed resolution :

Proposal to grant discharge to the auditor for the financial year which ended on 31 December 2023.

6. Approval of the remuneration report Proposed resolution : Proposal to approve the remuneration report for the financial year which ended on 31 December 2023.

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

7. Renewal of directors' mandates

Proposed resolution :

Proposal to:

• i. renew ECONOCOM INTERNATIONAL BV as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028;
• ii. renew Mr Jean-Philippe Roesch as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028;
• iii. renew Ms Marie-Christine Levet as independent director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028.

Ms Marie-Christine Levet still 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;

• iv. acknowledge the termination of Ms Adeline Challon-Kemoun mandate as independent director of the Company.
• 8. Appointment of Mr Philippe Capron as independent director

Proposed resolution :

Proposal to appoint Mr Philippe Capron as independent director of the Company for a term of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028.

Mr Philippe Capron 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.

9. Appointment of Ms Chantal De Vrieze as director

Proposed resolution :

Proposal to appoint Ms Chantal De Vrieze as director of the Company for a term of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028.

10. 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.

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 0.16 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 0.16 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 executive directors and to the managing 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

		YES	NO	ABSTENTION
1.	Approval of the statutory financial statements for the financial year which ended on 31 December 2023
2.	Allocation of the profit of the Company's financial year, which ended 31 December 2023, amounting to €1,076,689.47, in full to the result carried forward.
3.	Discharge of the directors for the performance of their official duties during the financial year which ended on 31 December 2023
4.	Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2023
5.	Approval of the remuneration report

I. Ordinary general meeting

		YES	NO	ABSTENTION
6.	Renewal of directors' mandates :
i.	renew ECONOCOM INTERNATIONAL BV as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028
ii.	renew Mr Jean-Philippe Roesch as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028
iii.	renew Ms Marie-Christine Levet as independent director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028
iv.	acknowledge the termination of Ms Adeline Challon-Kemoun mandate as independent director of the Company
7.	Appointment of Mr Philippe Capron as independent director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028
8.	Appointment of Ms Chantal De Vrieze as director of the Company for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2028
9.	Powers

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 0.16 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

* * *

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.

If the Company publishes an amended agenda by 18 March 2024 at the latest in order to add new items or new proposals for resolutions at the request of one or more shareholders in accordance with Article 7:130 of the Code on companies and associations, this form shall remain valid for the items on the agenda it covers, provided it duly reached the Company prior to publication of the amended agenda. Notwithstanding the foregoing, votes expressed by means of this form on certain items on the agenda shall be deemed null and void if new proposed resolutions are added with respect to those items in accordance with Article 7:130 of the Code on companies and associations.

Done in , on 2024.

_____________________________________

(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.