Econocom Group SE — Proxy Solicitation & Information Statement 2024

May 24, 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 26 JUNE 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 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 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 26 June 2024 or at any other subsequent general meetings with the same agenda.

A. AGENDA AND PROPOSED RESOLUTIONS FOR THE 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.

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

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.

B. VOTING INSTRUCTIONS

		YES	NO	ABSTENTION
1.	Appointment of BDO Bedrijfsrevisoren BV as the new statutory auditor for a term of 3 years and fixing of its remuneration
2.	Appointment of BDO Bedrijfsrevisoren BV as the auditor in charge of sustainability information assurance for a term of 3 years and fixing of its remuneration
3.	Appointment of Ms. Sophie Guieysse as independent director of the Company for a term of 4 years
4.	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 11 June 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.