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Econocom Group SE Capital/Financing Update 2017

Mar 15, 2017

3943_iss_2017-03-15_3a5bcd57-d694-48b0-b11d-2b6eeab12acf.pdf

Capital/Financing Update

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REGULATED INFORMATION

15 March 2017

Econocom Group SE – Societas Europaea Registered office: Place du Champ de Mars 5, 1050 Brussels Company number: 0422.646.816 (Brussels)

Early redemption of Econocom Group "ORNANE" bonds

Brussels, 15 March 2017 – The conditions for the Issuer Call having been fulfilled on 13 March, Econocom Group SE ("Econocom" or the "Company") has decided to proceed with the early redemption of all of the net share settled bonds convertible into new shares and/or exchangeable for existing shares of Econocom, issued by Econocom on 15 January 2014, carrying a coupon of 1.5% and due 15 January 2019 (the "ORNANE"), which are still outstanding today (ISIN BE6261856213), in accordance with the terms and conditions of the ORNANE. The early redemption will occur on 19 May 2017 at the Accreted Principal Amount of the ORNANE (i.e. 10.968 €) plus accrued interests.

Each ORNANE holder retains the ability to exercise its conversion right until 4 April 2017 at 5 pm, in accordance with the terms and conditions of the ORNANE. In case of exercise, the Company intends to allocate one new and/or existing Econocom share (at the Company's option) multiplied by the number of ORNANE for which the Conversion Right has been exercised.

Today, 7,671,594 ORNANE are outstanding. In addition, Econocom holds 4,123,550 treasury shares.

A Freiverkehr notice relating to the delisting of the ORNANE will be published on 21 March 2017.

The group Econocom is grateful to the investors who trusted it by participating to the financing of its development.

For further information, please refer to the redemption notice hereafter, also available on the Company's website (www.econocom.com).

About Econocom

Econocom designs, finances and oversees companies' digital transformation. With 10,000 employees in 19 countries and revenue in excess of €2.5 billion, Econocom has all the requisite abilities to ensure the successful implementation of large-scale digital projects: consulting, sourcing and technology management & financing of digital assets, infrastructure, application and business solution services, and project financing.

Econocom adopted European company status (Societas Europaea) in December 2015. The Econocom Group share has been listed on Euronext Brussels since 1986. It is part of the BEL Mid, the Tech 40 and Family business indices.

For further information: www.econocom.com Follow us on Twitter: https://twitter.com/econocom Investor and shareholder relations: [email protected] PR contact: [email protected]

ECONOCOM GROUP SE

Societas Europaea with board of directors with a share capital of [21,870,213.83] euros Registered seat : Place du Champ de Mars 5, 1050 Brussels Register of Legal Entities of Brussels n° 0422.646.816 Brussels, on 15 March 2017

Notice of early redemption of the net share settled Bonds convertible into New Shares and/or exchangeable for Existing Shares (ORNANE) issued on 15 January 2014.

(ISIN Code BE6261856213).

The holders of net share settled bonds convertible into new shares and/or exchangeable for existing shares issued by Econocom on 15 January 2014 (the "ORNANE") are hereby informed that, in accordance with article 2.9.(a).(iii).(A) ("Early redemption at the Company's option") of the ORNANE terms and conditions (the "T&C"), Econocom has decided to proceed with the early redemption of all outstanding ORNANE on 19 May 2017. The ORNANE will be redeemed at the ORNANE's Accreted Principal Amount (i.e. at the price of 10,968 euros per ORNANE) plus accrued interests.

This early redemption is possible insofar as the arithmetic mean, calculated over a period of 20 consecutive Trading Days from the period of 40 consecutive Trading Days preceding the publication of this notice, of the products:

(i) of the volume weighted average trading price of the Econocom share on Euronext Brussels ; and

(ii) of the prevailing Conversion Ratio (as defined in Article 3.3 ("Conversion/Exchange Period and Conversion/Exchange Ratio" of the T&C) in effect on each date,

exceeds 130% of the ORNANE's Accreted Principal Amount, i.e. 14.258 euros.

The calculation is as follows: the arithmetic mean of the volume weighted average trading price of the Econocom share on Euronext Brussels from 14 February 2017 to 13 March 2017 is equal to 14.263 euros.

In accordance with article 3 ("Conversion/Exchange Right") of the T&C, each holder of ORNANE can exercise its Conversion Right until the twenty-ninth Trading Day (exclusive) preceding the early redemption date (i.e. until 4 April 2017 included by the latest at 5 pm, Brussels time).

In case of exercise and in accordance with article 3.1 ("Nature of the Conversion/Exchange Right") of the T&C, the Company intends to allocate one new and/or existing Econocom share (at the Company's option) multiplied by the number of ORNANE for which the Conversion Right has been exercised.

The terms of exercise of the Conversion Right are set forth in article 3.4 ("Terms of exercise of the Conversion/Exchange Right") of the T&C.

In order to exercise their Conversion Right, the holders of ORNANE must send a request to the Agent - BNP Paribas Securities Services by 4 April 2017 at 5 pm, Brussels time, through the financial intermediary in whose accounts the bonds are held. The Agent must have received from the financial intermediary by the latest on 4 April 2017 at 5 pm (i) the exercise request, and (ii) the ORNANE.

A Freiverkehr notice relating to the delisting of the ORNANE will be published on 21 March 2017.