Econocom Group SE — Proxy Solicitation & Information Statement 2026

Feb 27, 2026

econocom

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")

ORDINARY GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING
OF ECONOCOM GROUP SE OF 31 MARCH 2026
(hereinafter the "Meetings")

Vote by letter

Shareholders who wish to exercise their voting rights by letter, prior to the Meetings, 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 25 March 2026, 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:
1.
2.	Residing at:

Natural person:

Last name:
First name(s):
Domicile:
National number:

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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 general meetings of shareholders to be held on 31 March 2026 or at any other subsequent general meetings with the same agenda.

A. 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 2025 and the auditor's report on the statutory and consolidated financial statements for the 2025 financial year.

2. Approval of the statutory financial statements for the financial year which ended on 31 December 2025.

Proposed resolution :

Proposal to approve the statutory financial statements for the financial year which ended on 31 December 2025.

1. Approval of the allocation of profits.

Proposed resolution :

Proposal to allocate the profit of the Company's financial year, which ended 31 December 2025, amounting to 9,125,415.39 euros, in full to the result carried forward.

1. Discharge of the directors for the performance of their official duties during the financial year which ended on 31 December 2025.

Proposed resolution :

Proposal to grant discharge to the directors for the financial year which ended on 31 December 2025.

1. Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2025.

Proposed resolution :

Proposal to grant discharge to the auditor for the financial year which ended on 31 December 2025.

1. Approval of the remuneration report.

Proposed resolution :

Proposal to approve the remuneration report for the financial year which ended on 31 December 2025.

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

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econocom

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 0.05 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 0.05 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.

1. Renewal of the authorisation granted to the Board of Directors by the extraordinary general meeting of 30 November 2021 to acquire up to 88,000,000 of the Company's own shares.

Proposed resolution :

i. The Board of Directors is authorised to acquire up to 88,000,000 of the Company's own shares, in accordance with Article 7:215 of the Code on companies and associations, at a price not lower than 1 euro per share and not higher than 10 euros. This authorisation is valid for a period of five years as from the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary General Meeting of 31 March 2026. This authorisation also applies to the acquisition of the Company's shares by one or more of its subsidiaries.

ii. The Board of Directors is authorised, in accordance with Article 7:226 of the Code on companies and associations, to pledge up to 88,000,000 of the Company's own shares. This authorisation is valid for a period of five years as from the date of publication of the decision of the Extraordinary General Meeting of Shareholders of 31 March 2026.

This authorisation replaces the previous authorisation granted by the Extraordinary General Meeting of 30 November 2021.

1. Renewal of the authorisation granted by the Extraordinary General Meeting of 22 June 2023 to the Board of Directors to acquire shares of the Company by purchase or exchange in the event of a serious and imminent damage.

Proposed resolution :

Amendment of Article 12 of the Articles of Association in order to renew, for a period of three years, the authorisation granted to the Board of Directors to acquire, by purchase or exchange, shares or profit-sharing certificates of the Company, in accordance with the applicable statutory provisions, for the purpose of preventing a serious and imminent damage to the Company.

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1. Amendment to Article 12 of the Articles of Association.

Proposed resolution:

The new Article 12 shall now read as follows:

"ARTICLE 12 - ACQUISITION AND DISPOSAL OF OWN SHARES

The Company may acquire its own shares or (where applicable) beneficial shares, by purchase or exchange, directly or through a person acting in their own name but on behalf of the Company, following a decision by a general meeting ruling under the quorum and majority conditions provided for in Article 7:154 of the Code on companies and associations, which sets, in particular, the maximum number of shares or profit-sharing certificates to be acquired, the period for which the authorisation is granted, within the limits provided for by the Code on companies and associations, as well as the minimum and maximum countervalues.

The authorisation of the general meeting is not required when the acquisition of own shares or profit-sharing certificates is necessary to prevent serious and imminent damage to the company. In this case, the board of directors is authorised to acquire the company's shares by purchase or exchange in accordance with the legal provisions in force at the time. This authorisation is granted for a period of three years from the date of publication in the annexes to the Belgian Official Gazette of the decision of the extraordinary general meeting of shareholders of 31 March 2026.

The board of directors may dispose of or cancel shares in the Company in the cases provided for in the Code on companies and associations, including to one or more specific persons. Where necessary, this authorisation is extended to the disposal or cancellation of the Company's own shares by its subsidiaries.

The board of directors may also transfer or cancel the Company's shares listed within the meaning of Article 1:11 of the Code on companies and associations. It may also transfer shares and profit-sharing certificates in the cases provided for by the Code on companies and associations, as well as when this is necessary to prevent serious and imminent damage to the company, provided, in the latter case, that the securities are transferred on the market or following a public offer made on the same terms to all shareholders."

1. Powers of attorney.

Proposed resolution:

Proposal to grant powers of attorney (i) 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, for the preparation, signature and filing of the coordinated text of the Company's Articles of Association, as well as for the completion of the various related formalities.

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B. VOTING INSTRUCTIONS

I. Ordinary general meeting

	YES	NO	ABSTENTION
1. Approval of the statutory financial statements for the financial year which ended on 31 December 2025.
2. Allocation of the profit of the Company's financial year, which ended 31 December 2025, amounting to 9,125,415.39 euros, 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 2025.
4. Discharge of the auditor for the performance of its official duties during the financial year which ended on 31 December 2025.
5. Approval of the remuneration report.

II. Extraordinary general meeting

	YES	NO	ABSTENTION
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, including the treasury shares held by the Company, by debit from the non-distributable "issuance premium" account, for an amount of 0.05 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.

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econocom

	YES	NO	ABSTENTION
2. Renewal of the authorisation granted by the EGM of 30 November 2021 to the Board of Directors to acquire up to 88,000,000 of the Company's own shares, in accordance with Article 7:215 of the Code on companies and associations, at a price not lower than 1 euro per share and not higher than 10 euros per share. This authorisation is valid for a period of five years as from the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary General Meeting of 31 March 2026. This authorisation also applies to the acquisition of the Company's shares by one or more of its subsidiaries. The Board of Directors is authorised, in accordance with Article 7:226 of the Code on companies and associations, to pledge up to 88,000,000 of the Company's own shares. This authorisation is valid for a period of five years as from the date of publication of the decision of the Extraordinary General Meeting of Shareholders of 31 March 2026.

This authorisation replaces the previous authorisation granted by the Extraordinary General Meeting of 30 November 2021. | | | |
| 3. Renewal of the authorisation granted to the Board of Directors by the Extraordinary General Meeting of 22 June 2023 to acquire shares of the Company by purchase or exchange in the event of a serious and imminent damage. | | | |
| 4. Amendment to Article 12 of the Articles of Association to take into account the authorisation to the Board of Directors to acquire shares of the Company. | | | |
| 5. Powers of attorney. | | | |

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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 16 March 2026 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

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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 __ 2026.

(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.