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EVS Broadcast Equipment SA Proxy Solicitation & Information Statement 2024

Apr 19, 2024

3947_rns_2024-04-19_e8bf6de0-f7e7-4d34-8fae-bdb3976f2866.pdf

Proxy Solicitation & Information Statement

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EVS BROADCAST EQUIPMENT SA Liège Science Park 13, rue Bois St-Jean

B- 4102 Seraing - Belgium

Phone. +32 4 361 7000 - Fax +32 4 361 7089 Company number: 0452.080.178 (RPM Liège)

www.evs.com

For information purpose only – unofficial translation – French original wording prevails

NOTICE CONVENING THE ORDINARY GENERAL MEETING OF SHAREHOLDERS AND AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The ordinary general meeting of EVS Broadcast Equipment SA (the "Company") will be held on Tuesday May 21, 2024, at 11:00 am (the "Ordinary General Meeting") and an extraordinary general meeting of the Company will be held on Tuesday May 21, 2024, at 12:00 pm (the "Extraordinary General Meeting"), before France Andris, LLM, notary of Bassenge, at the Company's headquarters at the following address: 13, rue Bois Saint-Jean, B-4102 Seraing (together, the "General Meetings").

  • The General Meetings will be held physically at the Company's registered office in accordance with the Company's Articles of Association.
  • The Board of Directors has not opted for the possibility of allowing shareholders to participate remotely via electronic communication as offered by article 7:137 of the Belgian Companies and Associations Code (the "CAC"). However, it will allow shareholders to follow the Ordinary General Meeting by means of a videoconference or audioconference system, the details of which will be specified on the Company's website. This system will not allow shareholders to participate, vote or interact in the Ordinary General Meeting.

Accompanying documents

Shareholders' attention is drawn to the accompanying documents published by the Board of Directors on the Company's website (https://evs.com/company/general-meetings) together with this convocation, including:

  • (i) the statutory and consolidated annual report of the Board of Directors;
  • (ii) the special reports of the Board of Directors and of the Auditor on the issue of warrants; and
  • (iii) an explanatory note in relation to the agenda item of the Extraordinary General Meeting concerning the issue of warrants.

Shareholders should review these documents for the purpose of being fully informed on the agenda items of the General Meetings and the rationale behind the decisions proposed by the Board of Directors.

Agenda of the Ordinary General Meeting:

Quorum and majority

The resolutions of this Ordinary General Meeting do not require a special quorum and require a simple majority of the votes cast at the Ordinary General Meeting to be adopted.

Agenda items

  • 1. Acknowledgement of the Management Report relating to the statutory and consolidated annual accounts for the financial year ended on December 31, 2023 in which is included the Company's Corporate Governance Statement and the Sustainability Report, drawn up by the Board of Directors.
  • 2. Presentation and approval of the Remuneration Report for the financial year ended on December 31, 2023, included in the Corporate Governance Statement of the Management Report. Proposed decision: The general meeting approves the Remuneration Report for the financial year ended on December 31, 2023, included in the Corporate Governance Statement of the Management Report.
  • 3. Acknowledgement of the Auditor's Reports relating to the statutory and consolidated annual accounts for the financial year ended on December 31, 2023.

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4. Presentation and approval of the statutory and consolidated annual accounts for the financial year ended December 31, 2023, and the allocation of results; presentation and approval of the profitsharing plan in the form of a distribution of shares to the Company's employees.

Proposed decision: The general meeting approves the statutory accounts for the financial year ended on December 31, 2023 and the allocation of the net profit of EUR 63,891,945.43 as follows:

  • - distribution of a gross dividend of EUR 1.10 per share, which corresponds to a total of EUR 14,776,524 based on the total number of shares outstanding of 13,433,204 on 31/12/2023, of which (i) a portion of EUR 0.50 gross per existing share has been paid in November 2023 (coupon 35) by way of interim dividend and (ii) the balance of EUR 0.60 gross per share will be payable upon detachment of the coupon 36;
  • - distribution of 36 shares (estimate based on an average share price of EUR 33,20, to be confirmed at a later date on the basis of the average closing price for the 30 days prior to the issue of this notice) of the Company to each employee of the Company which has been hired before January 1, 2024, in proportion to its effective services (or equivalent) in 2023, under the profit-sharing plan relating to the distribution of the profits of the financial year ending on December 31, 2023, which is hereby approved. The grant of such shares by the Company, subject to compliance with its tax obligations, is equally approved. This plan concerns a maximum of 382 persons;
  • - carry over the balance of the net profit, after any deductions imposed by law or the articles of association, to the next financial year.

5. Discharge to the Directors

Proposed decision: The general meeting discharges the Directors from any liability resulting from the performance of their mandate during the past financial year.

6. Discharge to the Auditor

Proposed decision: The general meeting discharges the Auditor from all liability resulting from the performance of his mandate during the past financial year.

7. Renewal of the mandate of The House of Value – Advisory & Solutions BV, represented by Mr. Johan Deschuyffeleer, as Director

The Board of Directors confirms that it has no indication of any factor that might call into question the independence of The House of Value – Advisory & Solutions BV, represented by Mr. Johan Deschuyffeleer, as Director.

Proposed decision: The general meeting takes note of the end of the mandate of The House of Value – Advisory & Solutions BV as Director of the Company and decides to renew the mandate of The House of Value – Advisory & Solutions BV, represented by Mr. Johan Deschuyffeleer, as Director for a period of four years ending at the end of the ordinary general meeting of May 2028, and acknowledges its independence, in accordance with Article 7:87 of the CAC, as it meets the definition of this article and fulfils all the criteria set out in the Belgian Corporate Governance Code 2020. The mandate is remunerated in accordance with the Remuneration Policy applicable to all members of the Board of Directors.

8. Renewal of the mandate of Innoconsult BV, represented by Mr. Martin De Prycker, as Director The Board of Directors confirms that it has no indication of any factor that might call into question the independence of Innoconsult BV, represented by Mr. Martin De Prycker, as Director.

Proposed decision: The general meeting takes note of the end of the mandate of Innoconsult BV as Director of the Company and decides to renew the mandate of Innoconsult BV, represented by Mr. Martin De Prycker, as Director for a period of four years ending at the end of the ordinary general meeting of May 2028, and acknowledges its independence, in accordance with Article 7:87 of the CAC, as it meets the definition of this article and fulfils all the criteria set out in the Belgian Corporate Governance Code 2020. The mandate is remunerated in accordance with the Remuneration Policy applicable to all members of the Board of Directors.

9. Renewal of the mandate of Mr. Michel Counson, as Director

Proposed decision: The general meeting takes note of the end of the mandate of Mr. Michel Counson as Director of the Company and decides to renew the mandate of Mr. Michel Counson, as Director for a period of four years ending at the end of the ordinary general meeting of May 2028. The mandate is not remunerated in accordance with the Remuneration Policy applicable to all members of the Board of Directors.

10. Mission for the assurance of information on sustainable development

Proposed decision: On the proposal of the board of directors, acting on the recommendation of the audit committee and on the recommendation of the works council, the general meeting decides to charge EY Bedrijfsrevisoren BV, with registered office at Kouterveldstraat 7b, 1831 Diegem, Belgium, represented by Carlo-Sébastien D'Addario (A02506), auditor, with the assignment regarding the assurance of

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sustainability information for a period that will be aligned with the current mandate as statutory auditor of the statutory financial statements. The assignment regarding assurance of sustainability information is imposed by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council on sustainability reporting by companies (the "Corporate Social Responsibility Directive" or "CSRD"), which shall be transposed into Belgian law before 6 July 2024. This sustainability information also contains the information required by Article 8 of the European Regulation (EU) 2020/852 on the establishment of a framework to promote sustainable investments (the "EU Taxonomy").

11. Powers to execute the decisions taken

Proposed decision: The general meeting confers on each member of the Board of Directors, with the right of substitution, all powers of execution of the decisions taken by the Ordinary General Meeting as well as all powers for the purpose of carrying out the formalities necessary for their publication.

Agenda of the Extraordinary General Meeting:

Quorum and majority

The resolutions of this Extraordinary General Meeting require the representation of at least half of the capital of the Company (except if a second Extraordinary General Meeting is convened with the same agenda, should this Extraordinary General Meeting fail to obtain such quorum, in which case decisions can be taken regardless of the portion of the capital present or represented) and a majority of three quarters of the votes cast at the Extraordinary General Meeting, except for resolution 2, which does not require any particular quorum and require a simple majority of the votes cast at the Extraordinary General Meeting to be adopted.

In the event that this Extraordinary General Meeting cannot be held due to a lack of quorum, a second Extraordinary General Meeting shall be held on June 10, 2024 at 12:00 pm at the Company's registered office.

Agenda items

  • 1. Issue of Warrants for the purpose of the Warrant Plan
  • a) Acknowledgement of the special report of the Board of Directors and the report of the statutory auditor EY, Réviseurs d'Entreprises SRL, prepared in accordance with articles 7:180, 7:191 and 7:193 of the CAC, setting out the purpose and detailed justification of the proposal to issue warrants, with cancellation of the shareholders' preferential right, and with the option for the Board of Directors to, in the event of exercise, either allocate existing treasury shares or issue new shares (the "Warrants").
  • b) Proposal to issue 250,000 Warrants, subject to the terms and conditions set out below, giving the right, subject to the effective allocation of these Warrants, to subscribe to an equivalent number of ordinary shares of the Company.
  • c) Proposal to cancel the preferential subscription right of the existing shareholders in favor of the New Beneficiaries (as defined in the terms and conditions of the Warrants).
  • d) Subject to the condition precedent of the exercise of the Warrants, and only to the extent the exercise of the Warrants results in the issue of new shares (as opposed to allocating treasury shares), proposal to increase the capital of the Company by an amount corresponding to the par value of the share, multiplied by the number of Warrants exercised, i.e. up to a maximum amount of EUR 153,073, with the issue of as many new shares as Warrants have been exercised, i.e. up to a maximum of 250,000 new shares, with the difference between the exercise price of the Warrant and the par value of the share constituting share premium.

Proposed decision: The general meeting decides to issue 250,000 Warrants, with the terms and conditions set out below, giving the right, subject to the effective allocation of these Warrants, to subscribe to an equivalent number of ordinary shares of the Company, with cancellation of the preferential subscription right of the existing shareholders in favor of the New Beneficiaries (as defined in the terms and conditions of the Warrants). Subject to the condition precedent of the exercise of the Warrants, and only to the extent the exercise of the Warrants results in the issue of new shares (as opposed to allocating treasury shares), the general meeting decides to increase the capital of the Company by an amount corresponding to the par value of the share, multiplied by the number of Warrants exercised, i.e. up to a maximum amount of EUR 153,073, with the issue of as many new shares as Warrants have been exercised, i.e. up to a maximum of 250,000 new shares, with the difference between the exercise price of the Warrant and the par value of the share constituting share premium.

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The general meeting confers powers to each two directors, acting jointly, to:

  • - specify (and, if necessary, have recorded in a notarial deed) the exact number of Warrants to be issued, the final exercise price of the Warrants, the exercise periods, the terms and conditions for adjusting the rights of the Warrants in the event of changes to the capital structure;
  • - have the completion of successive capital increases and the resulting amendments to the Articles of Association recorded in a notarial deed;
  • - execute the resolutions to be taken on the foregoing matters;
  • - for the above purposes, conclude all agreements and, in general, do whatever is necessary.

Terms and conditions of the issue of the Warrants:

Number of Warrants to be issued Depending on the actual subscriptions and acquisitions,
maximum two hundred and fifty thousand (250,000) Warrants.
Condition of the issue Effective allocation of the Warrants to the New Beneficiaries.
Form of the Warrants The Warrants are nominative and, once granted, recorded in the
register of Warrant holders established by, and kept at the
registered office of, the Company.
New Beneficiaries To be determined by the Board of Directors among the staff
members of the Company and its subsidiaries within the
meaning of article 1:27 of the CAC as well as persons who,
without being staff members of the Company or its subsidiaries,
are either a permanent representative or partner or controlling
shareholder of a staff member (a legal entity bound by a
management or similar agreement), either bound to one of the
companies of the EVS group by a contract for the provision of
services of a consultancy type, or permanent representative or
partner or controlling shareholder of a company linked to one of
the companies of the EVS group by a contract for the provision
of services of a consultancy type (hereinafter the "Providers"):
InnoVision BV and its representative Serge Van Herck,
WeMagine SRL and its representative Veerle De Wit, Openiris
Ltd and its representative Alexander Redfern, Tols BV and its
representative Xavier Orri Sáinz De Los Terreros, Ikaro SRL
and its representative Nicolas Bourdon, M2C SRL and
its
representative Pierre Matelart, RCG SRL and its representative
Quentin Grutman, Euscopia.NET SRL and its representative
Benoit
Quirynen,
Flashbackx
Consultancy
BV
and
its
representative Dieter Backx, Coveloz Consulting Ltd and its
representative Nestor Amaya, Manuel Alejandro Rios Ceron,
Bruno Pessoa da Silva, Vegard Aandahl, Swapnil Almeida,
Gustavo Bonfietti, Ana Martingano, Jean-Bernard Lebon, Oscar
Teran, Benjamin Quoilin and Ho Yin Law.
Price of the Warrants Free of charge or against payment, under the conditions to be
determined by the Board of Directors.
Granting Period of the Warrants To be determined by the Board of Directors.
Number of Warrants to be offered
per New Beneficiary
To be determined by the Board of Directors for each New
Beneficiary.
Exercise price of the Warrants (i) the average of the closing prices of the Company's shares for
the 30 days preceding the grant, or (ii) the last closing price
preceding the day of the grant based on the method that the
Board of Directors deems most representative of the value of
the Company's shares at the relevant time.
Warrant exercice period The Warrants may only be exercised as from the fourth calendar
year following the date of grant, on one or more dates and under
the conditions to be determined by the Board of Directors, within
the limits set by the EVS Corporate Governance Charter. This
period will expire in any event no later than ten (10) years from
the date of issue of the Warrants, in accordance with article 7:69
of the CAC.
Transfer of Warrants Non-transferability inter vivos, except in case of (i) prior approval
of the Board of Directors or (ii) transfer by a New Beneficiary in
the form of a legal entity to its director or controlling shareholder
who exercises a professional activity for the benefit of the
Company or its subsidiaries.

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Pledging of Warrants Requires prior approval of the Board of Directors.
Rights conferred by the Warrants Each Warrant entitles the holder to one newly issued share or
one treasury share, at the discretion of the Board of Directors.
The granted shares, whether new or existing (treasury), will
have the same rights as all other outstanding shares.
Issue of new shares following the
exercise of Warrants
In the event of an issue of new shares following the exercise of
Warrants, the Company will issue them as soon as possible,
taking into account the necessary administrative formalities. The
Board of Directors or two directors authorized for this purpose
shall confirm the resulting capital increase before a notary
public, in accordance with the CAC.
The Company shall arrange for the new shares issued as a
result of the exercise of Warrants to be admitted to the market
on which its shares are traded at the time of issue.
Right to dividends Each share subscribed or acquired following the exercise of a
Warrant will entitle its holder to the dividend declared after the
date of allocation of the share.
Granting terms The Board of Directors may determine the conditions for
granting, retaining and exercising the Warrants.
Changes in the Company's capital
structure
Notwithstanding Article 7:71 of the CAC, the Company can take
all decisions it deems necessary within the framework of its
capital or its articles of association, such as capital increases or
reductions, the incorporation of reserves into the capital
accompanied by the allocation of free shares, the issue of
convertible bonds, bonds with warrants, other warrants or
options, the distribution of dividends in the form of securities or
the modification of the representation of the capital, as well as
all decisions modifying the provisions governing the distribution
of profits or liquidation surpluses, even if these decisions could
have the effect of reducing the benefits granted to the Warrant
holders, unless such decisions clearly have such a reduction as
their exclusive objective.
In the event of a merger or demerger of the Company, the
Warrants not exercised at the date of such transaction, as well
as the exercise price of such Warrants, will be modified in
accordance with the exchange ratio applied to the existing
shares of the Company in the context of such merger or
demerger. In the event of a stock split or consolidation of the
Company's shares, the number of shares to be received upon
exercise of the Warrants will be adjusted accordingly to such
stock split or consolidation.
In the event the Company carries out a capital increase by way
of a contribution in cash before the final date foreseen for the
exercise of the Warrants, the Warrant holders will not have the
option to exercise their subscription right in advance in order to
possibly participate in the new issue as shareholders, to the
extent that this right belongs to the existing shareholders.

2. Powers to execute the decisions taken

Proposed decision: The general meeting confers on each member of the Board of Directors, with the right of substitution, all powers of execution of the decisions taken by the Extraordinary General Meeting. The general meeting gives the instruction to the undersigned Notary, acting alone, to draw up and sign the coordination of the Articles of Association, and to ensure its filing in the Company's file.

Practical arrangements for attending the General Meetings

The Board of Directors has not opted for the possibility of allowing shareholders to participate remotely to the General Meetings via electronic communication as offered by Article 7:137 of the CAC. However, it will allow shareholders to attend the Ordinary General Meeting by means of a videoconference or audioconference system, the details of which will be specified on the Company's website.

Formalities for admission

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In order to attend and to vote at the General Meetings, shareholders are kindly requested to comply with article 7:134, §2 of the CAC as well as article 23, §1 of the Articles of Association of the Company:

  • The owners of dematerialized shares must submit, for each General Meeting, a certificate drawn up by an accredited account holder or clearing institution
  • o Attesting to the accounting registration of the shares in the name of the shareholders in the accounts of the accredited account holder or clearing institution as at May 7, 2024 at 12 (twelve) o'clock midnight, Belgian time (registration date),
  • o Indicating their intention to attend the General Meeting as well as the number of shares for which they intend to take part in the voting (accompanied by a power of attorney where appropriate),
  • o And have this certificate reach the Company's registered office by May 15, 2024 at the latest (by registered letter with acknowledgement of receipt or by e-mail ([email protected]) with acknowledgement of receipt or to the counter of an ING branch in Belgium (ING – Issuer Services Lift 11 – 60 Cours Saint Michel, 1040 Brussels +32 2 547 68 02 – [email protected])).
  • The owners of registered shares must be entered in the Company's register of registered shares as at May 7, 2024 at 12 (twelve) o'clock midnight, Belgian time (registration date), and must indicate their intention to attend the General Meeting as well as the number of shares for which they intend to take part in the voting (accompanied by a power of attorney where appropriate) by May 15, 2024 by sending a registered letter with acknowledgement of receipt to the Company's registered office or by e-mail ([email protected]) with acknowledgement of receipt.
  • Holders of subscription rights may attend the General Meetings upon simple verification of their identity with regard to entries in the register of subscription rights, but they may only attend the General Meeting without taking part in the voting.

Right to enter new items on the agenda or proposals for resolution

Pursuant to article 7:130 of the CAC and article 22, §3 of the Articles of Association of the Company, one or more shareholders who together hold at least 3% of the capital may request to have items included on the agenda to be broached at the General Meetings and may submit proposals for resolutions on the items to be discussed which are included or to be included in the agenda. The request must be accompanied by the text of the items to be broached and the proposals for resolutions relating thereto, whereby the text of proposals for resolutions to be entered in the agenda must establish the ownership of the aforementioned fraction of the capital, and must indicate the postal or e-mail address to which the Company is to send the acknowledge of receipt of the request within forty-eight hours of such receipt. The request is to be sent by post to the registered office for the attention of Serge VAN HERCK, CEO, and must reach the Company by April 29, 2024 at the latest. The request may also be sent by e-mail ([email protected]).

An updated agenda, completed in accordance with any validly lodged requests, will be published by May 6, 2024 at the latest.

The examination of these new items to be broached and proposals for resolution is subject to the fulfilment of the afore-described admission formalities for at least 3% of the capital.

Right to ask questions

Pursuant to Article 7:139 of the CAC, shareholders who have complied with the aforementioned formalities for admission have the right to submit written questions to the Directors and/or the Auditor relating to items on the agenda as soon as this notice convening the meeting is published before the General Meetings.

These questions will be sent by registered letter with acknowledgement of receipt for the attention of Serge VAN HERCK, CEO or by e-mail ([email protected]) with acknowledgement of receipt. They must reach the Company by May 15, 2024 at the latest.

The Board of Directors will answer these questions in writing on the Company's website at the latest on the day of the General Meeting before the vote.

Voting by proxy

Shareholders who have fulfilled the afore-described formalities for admission may be represented by proxy using the form of power of attorney established by the Company.

The power of attorney must be given in writing or in electronic form, and must be signed by the shareholder, either in handwritten form or by an electronic signature process in accordance with applicable Belgian law. The signed power of attorney must reach the Company no later than May 15, 2024, by e-mail ([email protected]) if signed by electronic signature, or by registered letter sent to the Company's registered office for the attention of Serge VAN HERCK, CEO. Any power of attorney not signed by the ultimate beneficial owner will be considered invalid.

Provision of documents

This convocation and the other documents relating to the General Meetings, including the annual report and the power of attorney forms are available on the Company's website www.evs.com from April 19, 2024. They

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may also be obtained by writing to EVS Broadcast Equipment SA, Corporate Relations, Liege Science Park, 13 Rue du Bois Saint-Jean, B-4102 Seraing or by e-mail to [email protected].

The Board of Directors

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ORDINARY GENERAL MEETING OF MAY 21, 2024 POWER OF ATTORNEY & VOTING FORM

To be returned by e-mail ([email protected]) or by registered letter to the Company's registered office

Any shareholder may be represented by a proxyholder. Shareholders who wish to be represented must comply with the practical arrangements set out in the notice convening the meeting. The duly signed power of attorney form must reach the Company by May 15, 2024 at the latest.

THE UNDERSIGNED 1
:
ADDRESS/ HEAD QUARTER:
Owner of shares of the public limited company "SA EVS BROADCAST EQUIPMENT",
whose registered office is at rue du Bois Saint-Jean 13, 4102 Seraing, Belgium, registered with the Banque
Carrefour des Entreprises under number 452.080.178, declares that he/she appoints as his/her special agent
with right of substitution:

Or by default Mr. Nicolas Bayers,

To whom it confers full powers to represent it at the Ordinary General Meeting of the Company to be held on Tuesday May 21, at 11:00 am at its registered office with the agenda set out in the appendix to this proxy.

Agenda: Yes No Abstention
1. Acknowledgement of the Management Report for year 2023 N/A N/A N/A
2. Approval of the Remuneration Report for year 2023
3. Acknowledgement of the Auditor's Reports for year 2023 N/A N/A N/A
4. Approval of the statutory and consolidated annual accounts 2023,
the allocation of results and the profit-sharing plan in the form of a
distribution of shares to the Company's employees
5. Discharge to the Directors
6. Discharge to the Auditor
7. Renewal of The House of Value – Advisory & Solutions BV,
represented by Mr. Johan Deschuyffeleer, as Director
8. Renewal of Innoconsult BV, represented by Mr. Martin De Prycker,
as Director
9. Renewal of Mr. Michel Counson, as Director
10. Mission for the assurance of information on sustainable
development
11. Powers to execute the decisions taken

The proxyholder may in particular take part in all deliberations and vote on all proposals relating to the agenda and the foregoing effects, draw up and sign all deeds, documents, minutes, attendance list, elect official address for service, substitute and in general do whatever is necessary.

Shareholders who have cast their vote by returning this form duly signed to the Company may no longer vote at the Ordinary General Meeting of Shareholders for the number of votes thus cast. If the Company publishes an amended agenda of the Ordinary General Meeting of Shareholders in order to include new items or proposals for resolution at the request of one or more shareholders pursuant to Article 7:130 of the Belgian Companies and Associations Code, said form will remain valid for the items on the agenda it covers, provided that it has validly reached the Company before the publication of said amended agenda. The foregoing notwithstanding, the votes cast in this form on an item on the agenda will be null and void if the agenda was amended on that item to include a new proposal for resolution in accordance with Article 7:130 of the Belgian

1 Legal entities must specify the name, first name and title of the natural person(s) who signs this letter on their behalf.

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with the same agenda. Companies and Associations Code. A proxy given for a meeting is valid for all subsequent meetings convened
Done at on2024
The signature(s) must be preceded by the handwritten words "Good for power of attorney"

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EXTRAORDINARY GENERAL MEETING OF MAY 21, 2024 POWER OF ATTORNEY & VOTING FORM

To be returned by e-mail ([email protected]) or by registered letter to the Company's registered office

Any shareholder may be represented by a proxyholder. Shareholders who wish to be represented must comply with the practical arrangements set out in the notice convening the meeting. The duly signed power of attorney

form must reach the Company by May 15, 2024 at the latest.
THE UNDERSIGNED 2
:
ADDRESS/ HEAD QUARTER:
Owner of shares of the public limited company "SA EVS BROADCAST EQUIPMENT",
whose registered office is at rue du Bois Saint-Jean 13, 4102 Seraing, Belgium, registered with the Banque
Carrefour des Entreprises under number 452.080.178, declares that he/she appoints as his/her special agent
with right of substitution:

Or by default Mr. Nicolas Bayers,
To whom it confers full powers to represent it at the Extraordinary General Meeting of the Company to be held
on Tuesday May 21 at 12:00 pm at its registered office, before Maître France Andris, with the agenda set
out in the appendix to this proxy.
Agenda: Yes No Abstention
1.
Issue of Warrants
2.
Powers to execute the decisions taken
The proxyholder may in particular take part in all deliberations and vote on all proposals relating to the agenda
and the foregoing effects, draw up and sign all deeds, documents, minutes, attendance list, elect official
address for service, substitute and in general do whatever is necessary.
Shareholders who have cast their vote by returning this form duly signed to the Company may no longer vote
at the Extraordinary General Meeting of Shareholders for the number of votes thus cast. If the Company
publishes an amended agenda of the Extraordinary General Meeting of Shareholders in order to include new
items or proposals for resolution at the request of one or more shareholders pursuant to Article 7:130 of the
Belgian Companies and Associations Code, said form will remain valid for the items on the agenda it covers,
provided that it has validly reached the Company before the publication of said amended agenda. The
foregoing notwithstanding, the votes cast in this form on an item on the agenda will be null and void if the
agenda was amended on that item to include a new proposal for resolution in accordance with Article 7:130 of
the Belgian Companies and Associations Code. A proxy given for a meeting is valid for all subsequent
meetings convened with the same agenda.
Done at on2024
The signature(s) must be preceded by the handwritten words "Good for power of attorney"

2 Legal entities must specify the name, first name and title of the natural person(s) who signs this letter on their behalf.