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 (Brussels RLE)
(hereinafter the "Company")

ORDINARY GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING OF
ECONOCOM GROUP SE OF 31 MARCH 2026
(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 2026 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:
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);

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 2026 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;
2. participate in any other meetings with the same agenda, if the first meeting has been postponed, adjourned or not duly convened;
3. participate in deliberations and vote as indicated below or, if no instructions have been given, vote in favour of a proposed resolution; and
4. 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 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.

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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.

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.

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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.

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,

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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.

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 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.

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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.
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 eur 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.

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	YES	NO	ABSTENTION
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 account of the authorisation to the Board of Directors to acquire shares of the Company.
5. 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 16 March 2026 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;
2. 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 2026.

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.

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This proxy is irrevocable.

Done in ____, on ____ 2026.

(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.

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