Econocom Group SE — Proxy Solicitation & Information Statement 2025

Feb 27, 2025

Econocom Group SE

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

ORDINARY GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING OF ECONOCOM GROUP SE OF 31 MARCH 2025

(hereinafter the "Meetings")

Vote by proxy

Shareholders who wish to exercise their voting rights by giving proxy prior to the Meetings are requested to use this proxy form.

The proxyholder will automatically be a representative of the Company (or one of its subsidiaries) or of the notary office acting for the Extraordinary General Meeting. However, such proxyholder shall exercise the voting right in accordance with the voting instructions contained in the proxy form.

This form should reach the Company no later than 25 March 2025 by e-mail at: generalsecretariat@econocom.com or for holders of dematerialized shares at: ebe.issuer@euroclear.com. Shareholders are kindly asked to promote the sending by e-mail of a scanned or photographed copy of the proxy and to subsequently send the originals by post to the Company's registered office. It is recalled, moreover, that proxy 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 wishing to vote by proxy must also comply with all registration formalities described in the notice of the Meetings.

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) ;

appoints as proxyholder:

• Regarding the Ordinary General Meeting: a representative of the Company (or one of its subsidiaries) which will be designated for this purpose,
• Regarding the Extraordinary General Meeting : all employees of the notary office Berquin, whose offices are located at Avenue Lloyd George 11, 1000 Brussels,

to whom he/she grants all powers to represent him/her at the Meetings to be held on 31 March 2025 or at any other subsequent general meetings with the same agenda.

A. POWERS OF THE PROXYHOLDER

Pursuant to this proxy, the proxyholder can exercise the following powers on behalf of the undersigned:

• 1. participate in the general meeting for which he has been appointed proxy and, if applicable, vote in favour of its adjournment;
• 1. participate in any other meetings with the same agenda, if the first meeting has been postponed, adjourned or not duly convened;
• 1. participate in deliberations and vote as indicated below or, if no instructions have been given, vote in favour of a proposed resolution; and
• 1. sign any minutes, attendance list, register, instrument or document concerning the foregoing and, in general, do anything which is necessary or useful to execute this proxy.

B. 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 2024 and the auditor's report on the statutory and consolidated financial statements for the 2024 financial year.
• 2. Approval of the statutory financial statements for the financial year which ended on 31 December 2024

Proposed resolution :

Proposal to approve the statutory financial statements for the financial year which ended on 31 December 2024.

3. Approval of the allocation of profits

Proposed resolution :

Proposal to allocate the profit of the Company's financial year, which ended 31 December 2024, amounting to €73,148,459.03, 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 2024 Proposed resolution : Proposal to grant discharge to the directors for the financial year which ended on 31

December 2024.

5. Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2024

Proposed resolution :

Proposal to grant discharge to the auditor for the financial year which ended on 31 December 2024.

• 6. Approval of the remuneration report Proposed resolution : Proposal to approve the remuneration report for the financial year which ended on 31 December 2024.
• 7. Approval of the remuneration policy

Proposed resolution :

On proposal of the Compensation and Nomination Committee, proposal to approve the remuneration policy, defining the principles of remuneration of the managers of Econocom Group SE, established by the board of directors of the Company in accordance with the provisions set forth in the Code on Companies and Associations and more specifically in accordance with article 7:89/1 and the 2020 Belgian Code on Corporate Governance.

8. Renewal of the term of office

Proposed resolution :

Proposal to:

• i. renew Mr. Robert Bouchard term of office for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2029 ;
• ii. acknowledge the termination of Mr. Eric Boustouller office as independent director of the Company, with immediate effect after this annual general meeting ; and
• iii. acknowledge the termination of Ms. Véronique di Benedetto office as director of the Company, with immediate effect after this annual general meeting.

9. 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 Mr. Jérôme Lehmann and/or Ms. 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 issuance 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 0.10 euro per share.

Proposed resolution :

Proposal to reimburse the issuance 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 "issuance premium" account, for an amount of 0.10 euro per outstanding share existing at the date of the coupon detachment. The coupon detachment entitling to the reimbursement of the issuance 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. Renewal of authorised capital authorisation

Proposed resolution :

• i. Special report on the authorised capital, in accordance with Article 7:199 of the Code on Companies and Associations.
• ii. The board of directors is authorised to increase the capital, in one or more times, under the conditions that it shall determine, up to a maximum amount of twentythree million seven hundred and thirty-one thousand twenty-six euros seventy-four cents (€ 23,731,026.74).

The board of directors may use this authorisation in the event of an issue of shares with or without voting rights, convertible bonds or bonds redeemable for shares, as well as subscription rights, payable in cash or in kind, or other financial instruments that eventually give the right to new shares or to which other securities of the company are attached.

The capital increase(s) decided under this authorization may be carried out:

- either by new contributions in cash or in kind, including, if applicable, an unavailable issuance premium, the amount of which will be determined by the board of directors, and by the creation of new shares conferring the rights that the board of directors will determine;

- or by incorporation of reserves, even if unavailable, issuance premiums, or profits carried forward and with or without the creation of new shares.

This authorization is granted to the board of directors for a period of five (5) years, starting from the publication of the amendment to the Articles of Association following the decision of the General Extraordinary Meeting of 31 March 2025.

The authorization may be renewed, one or several occasions, in accordance with the applicable legal provisions.

In case of a capital increase within the framework of the authorised capital, the board of directors shall allocate the issuance premiums, if any, to an unavailable account which shall constitute a guarantee for third parties equal to the capital and which, subject to its capitalization by the board of directors as provided above, may only be reduced or cancelled by a resolution of the General Meeting, acting in accordance with the requirements of Article 7:208 of the Code on Companies and Associations.

The board of directors shall be authorised to limit or cancel the shareholders' preferential subscription rights in the interests of the company and in accordance with the conditions imposed by Article 7:190 et seq. of the Code on Companies and Associations, even in favor of one or more specific persons, other than members of staff or its subsidiaries, except in the cases provided for in Article 7:201, 1° of the Code on Companies and Associations Code.

The board of directors has the power, with power to substitute, to adapt the Articles of Association to the new situation of the capital and shares after each capital increase made within the framework of the authorised capital.

• 3. Amendment to Article 7 of the Articles of Association
  • Proposed resolution :

Proposal to amend Article 7 of the Articles of Association, to take account of the renewal of authorised capital.

4. 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.

C. VOTING INSTRUCTIONS

The Company will only accept the proxyholder's vote for resolutions for which the undersigned has formulated a specific voting instruction for each item on the agenda.

The proxyholder will vote in name and on behalf of the undersigned as follows:

I. Ordinary general meeting

		YES	NO	ABSTENTION
1.	Approval of the statutory financial statements for the financial year which ended on 31 December 2024
2.	Allocation of the profit of the Company's financial year, which ended 31 December 2024, amounting to €73,148,459.03, 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 2024
4.	Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2024
5.	Approval of the remuneration report
6.	Approval of the remuneration policy

	YES	NO	ABSTENTION
Renewal of the term of office : 7.
i. renew Mr. Robert Bouchard term of office for a duration of 4 years, with immediate effect and ending immediately after the annual general meeting to be held in 2029
ii. acknowledge the termination of Mr. Eric Boustouller office as independent director of the Company
iii. acknowledge the termination of Ms. Véronique di Benedetto office as director of the Company
Powers of attorney 8.

II. Extraordinary general meeting

	YES	NO	ABSTENTION
1. Reimbursement of the issuance 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 "issuance premium" account, for an amount of 0.10 euro per outstanding share existing at the date of the coupon detachment. The coupon detachment entitling to the reimbursement of the issuance 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 accordance with Article 7:209 of the Code on companies and associations, payment shall occur after coupon detachment.	premium Gazette. In
2. Authorizing the board of directors to capital, in one or more times, under the conditions that it shall determine, up to a maximum amount of twenty-three million seven hundred and thirty-one thousand twenty-six euros seventy-four cents (€ 23,731,026.74). The board of directors may use this authorisation in the event of an issue of shares with or without voting rights, convertible bonds or bonds redeemable for shares, as well as subscription rights, payable in cash or in kind, or other financial instruments that eventually give the right to new shares or to which other securities of the company are attached.	increase the

The capital increase(s) decided under this
authorization may be carried out:
- either by new contributions in cash or in
kind, including, if applicable, an unavailable
issuance premium, the amount of which will be
determined by the board of directors, and by the
creation of new shares conferring the rights that
the board of directors will determine;
- or by incorporation of reserves, even if
unavailable, issuance premiums, or profits
carried forward and with or without the creation
of new shares.
This authorization is granted to the board of
directors for a period of five (5) years, starting from
the publication of the amendment to the Articles of
Association following the decision of the General
Extraordinary Meeting of 31 March 2025.
The authorization may be renewed, one or several
occasions, in accordance with the applicable legal
provisions.
In case of a capital increase within the framework of
the authorised capital, the board of directors shall
allocate the issuance premiums, if any, to an
unavailable account which shall constitute a
guarantee for third parties equal to the capital and
which, subject to its capitalization by the board of
directors as provided above, may only be reduced or
cancelled by a resolution of the General Meeting,
acting in accordance with the requirements of
Article 7:208 of the Code on Companies and
Associations.
The board of directors shall be authorised to limit or
cancel the shareholders' preferential subscription
rights in the interests of the company and in
accordance with the conditions imposed by Article
7:190 et seq. of the Code on Companies and
Associations, even in favor of one or more specific
persons, other than members of staff or its
subsidiaries, except in the cases provided for in
Article 7:201, 1° of the Code on Companies and
Associations Code.
The board of directors has the power, with power to
substitute, to adapt the Articles of Association to
the new situation of the capital and shares after
each capital increase made within the framework of
the authorised capital.

		YES	NO	ABSTENTION
3.	Amendment to Article 7 of the Articles of Association to take account of the renewal of authorised capital.
4.	Powers of attorney

D. NEW AGENDA ITEMS AND PROPOSED RESOLUTIONS

The undersigned hereby further declares having been informed that, after publication of the notice of the Meetings, one or more shareholders holding jointly at least 3% of the Company's shares capital may request to add items to the agendas of the Meetings or propose new resolutions concerning existing agenda items.

The Company shall publish an amended agenda by 17 March 2025 at the latest if new items or proposed resolutions to be added to the agenda have validly reached the Company.

In that case, the Company shall also provide its shareholders with a new proxy form including the new items or proposed resolutions, and the following rules shall apply:

• 1. if the present proxy was validly submitted to the Company prior to publication of the amended agenda for the general meetings, it shall remain valid in respect of all agenda items mentioned in the initial notice;
• 1. if the Company publishes an amended agenda with new items, or new resolutions proposals the proxyholder will only be authorised to vote on these new items and/or new proposals or these new proposed decisions only to the extent that the new proxy form, including the proxyholder's voting instructions, has reached the Company no later than 25 March 2025.

E. INDEMNIFICATION

The undersigned commits not to request the nullification of any resolution approved by the proxyholder or claim any indemnification from the proxyholder, provided however that the latter acted within the limits of his/her powers.

* * *

This proxy is irrevocable.

_____________________________________

	Done in ____, on ___2025.
(signature)

Please initial each page of this form and sign the last page. Legal entities must indicate the full name and title of each person signing this proxy form on their behalf. Representatives of legal entities must produce documents proving their identity and their power of attorney no later than commencement of the general meeting.