Econocom Group SE — Capital/Financing Update 2014

Jan 8, 2014

This announcement may not be distributed, directly or indirectly, in the United States, Canada, Australia, Japan or in any other jurisdiction in which such distribution would be prohibited by applicable law.

This press release constitutes regulated information within the meaning of the Belgian Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments that have been admitted to trading on a regulated market.

REGULATED INFORMATION

8 January 2014

Launch of an offering of €150 million of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE)

Econocom Group SA/NV ("Econocom"), a European business-to-business digital service provider, announced today the launch of an offering of €150 million of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) (the "Bonds").

The final terms and conditions of the Bonds are expected to be announced in a separate press release at the end of the accelerated bookbuilding period, which is expected to be released later today.

A transaction to support the dual growth dynamics First indication of trends for 2014

The proceeds from the issue of the Bonds will be used to strengthen Econocom's financial resources, particularly in the context of its Mutation 2013 - 2017 strategic plan announced on 24 April, 2013. This plan should allow Econocom, by continuing its mixed organic and external growth strategy, to double in size within five years to reach revenue of €3 billion and recurring operating profit of €150 million.

On 28 January, 2014 after the close of trading, Econocom will publish its preliminary figures for 2013. Based on the first available elements, the figures will be in line with the indications communicated earlier, with a rise of revenue, via both organic growth (around 3 to 4%) and overall growth, and a significant increase in recurring operating profit compared to 2012, supported by the successful integration of Osiatis group, which was acquired by Econocom in September 2013. Preliminary work on the integration of Osiatis, which began in 2013 and will continue in 2014 and 2015, has confirmed the amount of the expected synergies, estimated at €20 million.

Econocom expects 2014 to be another year of growth, both in terms of revenue and recurring operating profit, with revenue over €2 billion and recurring operating profit of

more than €100 million. 2014 will focus on continuing the integration of Osiatis group and the investments as part of the strategic plan, in particular the developments in the digital service sector.

5-year convertible bond offering

This offering, of which the final amount may possibly increase to €175 million upon full exercise of the extension clause, will allow to extend the maturity profile of the group's financial indebtedness. Econocom has opted for an ORNANE structure which will enable the group to reduce the potential dilution, as opposed to a standard OCEANE structure. The Bonds are due to mature on 15 January 2019 and will carry a nominal coupon of 1.5% per annum payable annually in arrear on 15 January of each year. The conversion price is expected to be set at a premium of between 28% and 33% above Econocom's reference share price¹ .

The Bonds will be issued at 100% of their principal amount and will be redeemed at maturity at a price between 105.26% and 107.96% of their principal amount, unless they are prior to maturity (i) redeemed, (ii) converted or (iii) repurchased and cancelled.

Econocom will have the option to redeem all of the Bonds early on or after 3 March 2017 at a price equal to the accreted principal amount (plus accrued interest) in accordance with the terms and conditions of the Bonds, if the value of the underlying Econocom shares (the "Shares") exceeds 130% of the accreted principal amount of the Bonds over a specified period.

In the event of an exercise of their conversion right, Bondholders will receive an amount in cash and, as the case may be, an amount payable in new and/or existing Shares. Econocom will also be able to deliver only new and/or existing Shares.

Conditions for placement and availability of documentation

The Bonds will be offered through a private placement to institutional investors only. Neither the Bonds nor the Shares will be offered to investors in the United States of America, Canada, Japan or Australia. Settlement is expected to occur on 15 January 2014. Application to admit the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange should be made no later than 15 January 2014.

The full terms and conditions of the Bonds are included in the special report of the Board of Directors which is available on Econocom's website. The dividend levels referred to in the documentation of the offering and relating to the anti-dilution mechanisms defined in the

¹ reference share price, calculated as the volume-weighted average price of the Econocom Shares on NYSE Euronext Brussels (BE0974266950 - ECONB) between launch and pricing

terms and conditions of the Bonds are to be used strictly for this purpose and shall not be deemed to constitute any future guidance with respect to any dividend policy of the Company.

BNP PARIBAS FORTIS and SOCIETE GENERALE CORPORATE & INVESTMENT BANKING are acting as Joint Lead Managers and Joint Bookrunners in respect of the Bond offering.

The preliminary 2013 full-year results will be published after the close of trading on 28 January 2014.

About Econocom

Econocom is a European provider of business-to-business digital services. In 2012, it posted consolidated revenue of €1.54 billion. The services provided by the group include consulting, distribution, technology management & financing, and a complete range of IT outsourcing services. On 22 November, 2013, Econocom finalised the acquisition of the entire share capital of Osiatis, a major infrastructure service provider and related applications specialist. This transaction has resulted in the creation of a major new digital service company, with over 8,000 employees in 20 countries and cumulated revenue of around €2 billion.

The Econocom Group share (BE0974266950 - ECONB) has been listed on the Euronext NYSE in Brussels since 1986 and is part of the BelMid index.

For further information: www.econocom.com Follow us on Twitter:https://twitter.com/econocom

Investor and shareholder relations: galliane.touze@econocom.com

PR contact: florence.lievre@econocom.com

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Disclaimer

This communication is for general information only and does not form part of any offer to sell the Bonds or the Shares, or the solicitation of any offer to buy the bonds or the Shares and does not constitute an operation with public offering in any country, including Belgium. The distribution of this communication and the offer and sale of the Bonds and the Shares described in this announcement may be restricted by law in certain jurisdictions. Any persons reading this communication should inform themselves of and observe any such restrictions.

This communication is not for distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or in any other jurisdiction in which such distribution would be prohibited by applicable law.

Any offering and any related formal documentation will be subject to conditions and termination events, including those which are customary for such offerings. Any such offering will not complete unless such conditions are fulfilled and any such termination events have not taken place or the failure to fulfil such a condition or the occurrence of a termination event has been waived, if applicable.

This communication is not an offer of securities in the United States or any other jurisdiction. The Bonds and the Shares may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"). Econocom does not intend to register any portion of the planned offer in the United States or to conduct an offering of securities in the United States. The offering is being conducted outside the United States in accordance with Regulation S under the Securities Act.

This communication is not being made, nor has it been approved by, an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended and accordingly is for distribution only to, and is directed solely at, persons who: (i) are outside the United Kingdom; (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Financial Promotion Order; (all such persons together being referred to as "Relevant Persons"). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.