Econocom Group SE — Proxy Solicitation & Information Statement 2024

Aug 5, 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")

SPECIAL GENERAL MEETING OF ECONOCOM GROUP SE OF 10 SEPTEMBER 2024 (hereinafter the "Meeting")

Vote by letter

Shareholders who wish to exercise their voting rights by letter, prior to the Meeting, 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 4 September 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 Meeting to be held on 10 September 2024 or at any other subsequent general meetings with the same agenda.

A. AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING

1. Authorization to grant a maximum of 3,150,000 free shares under an incentive plan in the form of a free share incentive plan, and, where appropriate, to grant an equivalent incentive plan in cash, to executives and employees of the Company or Group companies.

Proposed resolution:

The general assembly decides to authorize the board of directors of the Company:

• to proceed, in one or more instances, with the grant of free shares up to a maximum of 3,150,000 Econocom Group SE shares and, where appropriate, "phantom" shares duplicating the conditions of grant, vesting, and retention of the free shares, for the benefit of Econocom Group SE executives and, where appropriate, other beneficiaries it shall determine among the staff members of the Econocom Group, and with the understanding that in the case of grant of free shares, it may consist of existing shares or new shares to be issued as part of a capital increase through new contributions, incorporation of reserves, or incorporation profits carried forward;
• to set the conditions for the incentive plan(s) in the form of a free shares plan, and "phantom" shares plan under which the above-mentioned grants may occur, with the understanding that (i) the vesting of the free shares (and, if applicable, of the "phantom" shares) will be subject to a presence condition of at least three years after the grant, except for special circumstances to be determined by the board of directors (including death, disability, incapacity, and retirement), (ii) subject to the aforementioned special circumstances, the free shares and "phantom" shares will be subject to a short retention period to be determined by the Board of Directors, (iii) the number of shares (and, if applicable, "phantom" shares) at the time of acquisition will depend on the collective performance of the company over three years in terms of revenue, EBIT management, and net results, and (iv) the free shares may be subject to a put option (promise to purchase) by Econocom Group SE under conditions to be determined. This plan is established with the aim of retaining key people for the achieving and exceeding of the Company's objectives.

2. Proxies

Proposed resolution :

The general assembly grants full powers, with the possibility of sub-delegation, to the board of directors or to the executive director of Econocom Group SE to implement the adopted resolutions, and grants proxy to Ms. Nathalie Sfeir and/or Lydie Roulleaux (employees of Econocom group), with the authorization to sub-delegate its powers, to carry out the filing and publication formalities.

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

B. VOTING INSTRUCTIONS

		YES	NO	ABSTENTION
1.	Authorization to grant a maximum of 3,150,000 free shares under an incentive plan in the form of a free share incentive plan, and, where appropriate, to grant an equivalent incentive plan in cash, to executives and employees of the Company or Group companies.
2.	Proxies

* * *

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 26 August 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.