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EVS Broadcast Equipment SA — Proxy Solicitation & Information Statement 2026
Apr 17, 2026
3947_rns_2026-04-17_0a484788-5edf-4d03-bbfc-da84d00f8148.pdf
Proxy Solicitation & Information Statement
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EVS
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 19, 2026, at 11:00 am (the "Ordinary General Meeting") and an extraordinary general meeting of the Company will be held on Tuesday May 19, 2026, 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 and the change of the Company's name.
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
- Acknowledgement of the Management Report relating to the statutory and consolidated annual accounts for the financial year ended on December 31, 2025 in which is included the Company's Corporate Governance Statement and the Sustainability Report, drawn up by the Board of Directors.
- Presentation and approval of the Remuneration Report for the financial year ended on December 31, 2025, 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, 2025, included in the Corporate Governance Statement of the Management Report.
- Acknowledgement of the Auditor's Reports relating to the statutory and consolidated annual accounts for the financial year ended on December 31, 2025.
- Presentation and approval of the statutory and consolidated annual accounts for the financial year ended December 31, 2025, and the allocation of results; presentation and approval of the profit-sharing 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, 2025 and the allocation of the net profit of EUR 34,558,317 as follows:
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distribution of a gross dividend of EUR 1.20 per share, which corresponds to a total of EUR 16,085,917 based on the total number of shares outstanding of 13,404,931 on 31/12/2025, of which (i) a portion of EUR 0.60 gross per existing share has been paid in November 2025 (coupon 39) by way of interim dividend and (ii) the balance of EUR 0.60 gross per share will be payable upon detachment of the coupon 40;
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distribution of 31 shares (estimate based on an average share price of EUR 34.15, to be confirmed at a later date on the basis of the calculation method as set forth in the Law of 22 May 2001) of the Company to each employee of the Company which has been hired before January 1, 2026, in proportion to its effective services (or equivalent) in 2025, under the profit-sharing plan relating to the distribution of the profits of the financial year ending on December 31, 2025, 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 435 persons;
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carry over the balance of the net profit, after any deductions imposed by law or the articles of association, to the next financial year.
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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.
- 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.
- Renewal of the mandate of Mr. Frédéric Vincent as Director
The Board of Directors confirms that it has no indication of any factor that might call into question the independence of Mr. Frédéric Vincent as Director.
Proposed decision: The general meeting takes note of the end of the mandate of Mr. Frédéric Vincent as Director of the Company and decides to renew the mandate of Mr. Frédéric Vincent, as Director for a period of four years ending at the end of the ordinary general meeting of May 2030, 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.
- Renewal of the mandate of Mr. Marco Miserez as Director
The Board of Directors confirms that it has no indication of any factor that might call into question the independence of Mr. Marco Miserez as Director.
Proposed decision: The general meeting takes note of the end of the mandate of Mr. Marco Miserez as Director of the Company and decides to renew the mandate of Mr. Marco Miserez, as Director for a period of four years ending at the end of the ordinary general meeting of May 2030, 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.
- Appointment of Vubiquity BV, represented by Mr. Stephan Paridaen, as Director
The Board of Directors confirms that it has no indication of any factor that might call into question the independence of Vubiquity BV, represented by Mr. Stephan Paridaen, as Director. This appointment, if approved by the Ordinary General Meeting, brings the Board of Directors to 10 members (7 men and 3 women), which is compliant with the gender diversity requirements provided for in Article 7:86 of the Code of Companies and Associations, pursuant to which "In listed companies [...] at least one third of the members of the board of directors must be of a gender different from that of the other members; the minimum required number being rounded to the nearest whole number".
Proposed decision: The general meeting appoints Vubiquity BV, represented by Mr. Stephan Paridaen, as Director for a period of four years ending at the end of the ordinary general meeting of May 2030, and acknowledges its independence in accordance with article 7:87 of the CAC, since it meets the definition of that 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.
- Approval of updates to the Remuneration Policy
The proposed amended Remuneration Policy is attached to this notice. The updates that the Board of Directors considers significant and that are presented as separate agenda items with corresponding proposed resolutions are the following:
- Amendment of the remuneration of non-executive Directors
- Introduction of the position of EVP Corporate Operations within the Executive Management under the same conditions as the other members of the Executive Management.
The Board of Directors adopted the proposed amended Remuneration Policy on 31 March 2026, subject to and to the extent that Resolutions 10.1 to 10.3 respectively proposed in this notice are approved by the Ordinary General Meeting.
10.1 Increase in the remuneration of the non-executive Directors
Board of Directors proposes that the non-executive members of the Board of Directors receive the remuneration set out in the amended Remuneration Policy as from 1 January 2026 increasing the fixed annual remuneration of non-executive Directors from EUR 22,000 to EUR 30,000 and that of the Chair of the Board of Directors from EUR 44,000 to EUR 60,000 for all meetings attended during the year regardless of the number of meetings. This proposal is the result of:
- The suppression of the additional remuneration of EUR 2,000 per meeting above six meetings per year as foreseen in the previous version of the remuneration policy.
- The alignment of their remuneration with the market median based on international market standards following a benchmarking exercise carried out on the basis of the Company's near-doubling in revenue (EUR 138 million in 2021 vs EUR 208 million in 2025) and increase in FTE (551 in 2021 vs 793 in 2025), as well as the increased complexity of the Company, which in recent years has expanded its activities well beyond the supply of equipment for the broadcast sector. The Company now effectively offers a technological platform integrating hardware, software, artificial intelligence and services, adapted to different environments and industries, notably further to recent acquisitions in media infrastructure, pro-vision and robotics.
The adjustments outlined above represent a 15% increase for directors and a 25% increase for the Chair of the Board of Directors, based on an assumption of eight meetings per year—which is expected to be the average going forward and reflects the organization's continual growth, increasing complexity, and evolving strategic challenges.
This is the first increase of the remuneration of the non-executive Directors since 2022.
The details of the directors' remuneration increase are set out in the proposed amended Remuneration Policy in preamble 1) and under section 1.2.
Proposed decision: The general meeting resolves that, as from 1 January 2026, the non-executive members of the Board of Directors shall receive the remuneration as provided in the amended Remuneration Policy.
10.2 Approval of variable remuneration in cash of the EVP Corporate Operations as a member of the Executive Management
The Board of Directors proposes to approve the potential variable remuneration in cash of the EVP Corporate Operations in accordance with article 7:91, §2 in combination with article 7:121 of the CAC.
This concerns the services agreement entered into between the Company and Aixio SRL (represented by Mr. Christophe Demelenne) relating to the position of EVP Corporate Operations. The formula for the calculation of the variable remuneration in cash under this agreement is in line with the remuneration policy applicable to members of the Executive Management and slightly deviates from the formula provided for in article 7:91, §2 of the CAC. Details on the calculation of such variable remuneration are included in the proposed amended Remuneration Policy under section 2.8.
Proposed decision: The general meeting expressly approves, in accordance with article 7:91, §2 and 7:121 of the CAC, the derogation from the criteria set out in article 7:91, §2 of the CAC regarding the variable remuneration in cash allocated to Aixio SRL (represented by Christophe Demelenne) as agreed (subject to approval by the general meeting in accordance with Article 7:91, §2 of the CAC) between the Company and the abovementioned member of the Executive Management in his services agreement.
10.3 Approval of variable remuneration by way of grant of warrants to the EVP Corporate Operations as a member of the Executive Management
The Board of Directors proposes to approve the potential variable remuneration by way of grant of warrants to the EVP Corporate Operations, in accordance with article 7:91, §2 in combination with article 7:121 of the CAC.
This concerns the services agreement entered into between the Company and Aixio SRL (represented by Mr. Christophe Demelenne) relating to the position of EVP Corporate Operations. The formula for the calculation of the variable remuneration by way of grant of warrants under this agreement slightly deviates from the formula provided for in article 7:91, §2 of the CAC. Details on the calculation of such variable remuneration are included in the proposed amended Remuneration Policy under section 2.8.
Proposed decision: The general meeting expressly approves, in accordance with article 7:91, §2 and 7:121 of the CAC, the derogation from the criteria set out in article 7:91, §2 of the CAC regarding the variable remuneration by way of grant of warrants allocated to Aixio SRL (represented by Mr. Christophe Demelenne), as agreed (subject to approval by the general meeting in accordance with Article 7:91, §2 of the CAC) between the Company and the abovementioned member of the Executive Management in his services agreement.
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 3, 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 8, 2026 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 PricewaterhouseCoopers 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.
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, 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, Swapnil Almeida, Ana Martingano, Oscar Teran, Ho Yin Law, Sean O'Sullivan, Martin Vogel, Damian Hatwell, Lukas Hayden, Sean Murphy, eMind SRL and its representative Laurent Ghijselings, Fima consulting BV and its representative Jimmy Van Hoof, MD Market Development BV and its representative Miguel Declerck, Aixio SRL and its representative Christophe Demelenne, and Luis Miguel Sampaio. | |
| 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 exercise 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. |
|---|---|
| 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. |
- Change of the Company's name from "EVS Broadcast Equipment" to "EVS" and the corresponding amendment of the Articles of Association.
The Board of Directors proposes to amend the company name from "EVS Broadcast Equipment" to "EVS".
This proposed change reflects the natural evolution of the company's activities and strategic positioning. Since its creation, EVS has built a strong global reputation as a leading provider of mission critical technology for live video production, particularly in the broadcast industry. Over the past years, however, the company has significantly expanded the scope of its solutions, technologies, and markets.
Under the company's long term strategy, EVS continues to evolve from a provider historically associated with broadcast equipment toward a broader technology platform enabling live video production workflows across multiple industries and environments.
Today, EVS solutions combine hardware, software, robotics, artificial intelligence and services to support complex live production workflows. These technologies are designed to operate across multiple types of infrastructure depending on the operational needs of customers. They can be deployed on premises using EVS hardware, on premises on commercial off the shelf infrastructure, or in private or public cloud environments. This flexibility enables EVS to support a wide range of production models while maintaining the reliability and performance required in mission critical live operations.
The company therefore increasingly operates as a technology platform delivering integrated and software driven solutions rather than solely equipment. In parallel, EVS continues to expand its presence beyond traditional broadcast markets into adjacent segments such as digital media, live events, corporate communication, entertainment, and other live content environments where reliability, low latency, and operational efficiency are essential.
The current company name, "EVS Broadcast Equipment", no longer fully reflects the breadth of the company's activities, its technological capabilities, or its strategic direction. The reference to "Broadcast Equipment" may create an unnecessarily narrow perception of the company's positioning and does not capture the increasing importance of software, services, automation, artificial intelligence, and flexible deployment models within the EVS portfolio.
Adopting the simplified name "EVS" therefore aims to better reflect the company's identity as a global technology leader enabling mission critical live production workflows. It also supports the company's ambition to continue scaling its platform, strengthening its international presence, and creating long term value for customers, partners, team members, and shareholders.
The proposed name change will not affect the company's legal structure, rights, obligations, or listing on Euronext Brussels.
The Board of Directors therefore recommends that the shareholders approve the amendment of the Articles of Association to reflect the change of the company name to "EVS".
Proposed decision: The general meeting resolves to amend the Company's name, which shall henceforth be "EVS", and to replace article 1 of the Company's articles of association as follows:
Article 1: Name and legal form
The Company shall take the legal form of a public limited company.
It is called "EVS".
3. 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
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:
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The owners of dematerialized shares must submit, for each General Meeting, a certificate drawn up by an accredited account holder or clearing institution
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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 5, 2026 at 12 (twelve) o'clock midnight, Belgian time (registration date),
- 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),
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And by May 13, 2026, at the latest, have this certificate reach:
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the Company's registered office by registered letter with acknowledgement of receipt; or
- the Company's registered office by e-mail ([email protected]) with acknowledgement of receipt; or
- ABN AMRO Bank N.V. (ABN AMRO), electronically, via www.abnamro.com/evoting.
- The owners of registered shares must be entered in the Company's register of registered shares as at May 5, 2026 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 13, 2026:
- 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; or
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electronically to ABN AMRO via www.abnamro.com/evoting.
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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 (48) hours of such receipt. The request is to be sent by registered letter with acknowledgement of receipt to the Company's registered office for the attention of Serge VAN HERCK, CEO, or by email ([email protected]), and must reach the Company by April 27, 2026 at the latest.
An updated agenda, completed in accordance with any validly lodged requests, will be published by May 4, 2026 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 13, 2026 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 13, 2026, by registered letter with acknowledgement of receipt sent to the Company's registered office for the attention of Serge VAN HERCK, CEO or, if signed by electronic signature, by e-mail ([email protected]). Any power of attorney not signed by the ultimate beneficial owner will be considered invalid.
Furthermore, an electronic proxy is available for shareholders who have electronically registered, using the ABN AMRO platform (www.abnamro.com/evoting), or in the case of dematerialized shares, with the intervention of a financial intermediary acting on instruction of the shareholder – via https://corporatebroking.abnamro.com/intermediary. The electronic proxy must be received by ABN AMRO no later than May 13, 2026.
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 17, 2026. They 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
ORDINARY GENERAL MEETING OF MAY 19, 2026
POWER OF ATTORNEY & VOTING FORM
To be returned by e-mail ([email protected]) or by registered letter to the Company's registered office.
Alternatively, an electronic proxy form is available via www.abnamro.com/evoting.
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 13, 2026 at the latest.
THE UNDERSIGNED¹:
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 19, 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 2025 | N/A | N/A | N/A |
| 2. Approval of the Remuneration Report for year 2025 | |||
| 3. Acknowledgement of the Auditor's Reports for year 2025 | N/A | N/A | N/A |
| 4. Approval of the statutory and consolidated annual accounts 2025, 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 mandate of Mr. Frédéric Vincent as Director | |||
| 8. Renewal of the mandate of Mr. Marco Miserez as Director | |||
| 9. Appointment of Vubiquity BV, represented by Mr. Stephan Paridaen, as Director | |||
| 10. Approval of updates to the Remuneration Policy | - | - | - |
| 10.1 Increase in the remuneration of the non-executive Directors | |||
| 10.2 Approval of variable remuneration in cash of the EVP Corporate Operations as a member of the Executive Management | |||
| 10.3 Approval of variable remuneration by way of grant of warrants to the EVP Corporate Operations as a member of the Executive Management | |||
| 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
¹Legal entities must specify the name, first name and title of the natural person(s) who signs this letter on their behalf.
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. The proxy granted for a shareholders' meeting shall also be valid for any subsequent meetings convened with the same agenda, without the need to present a new certificate relating to the shares held.
Done at... on ...2026
The signature(s) must be preceded by the handwritten words "Good for power of attorney"
EXTRAORDINARY GENERAL MEETING OF MAY 19, 2026
POWER OF ATTORNEY & VOTING FORM
To be returned by e-mail ([email protected]) or by registered letter to the Company's registered office.
Alternatively, an electronic proxy form is available via www.abnamro.com/evoting.
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 13, 2026 at the latest.
THE UNDERSIGNED²:
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 19 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. Change of name | |||
| 3. 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. The proxy granted for a shareholders' meeting shall also be valid for any subsequent meetings convened with the same agenda, without the need to present a new certificate relating to the shares held.
Done at ... on ... 2026
The signature(s) must be preceded by the handwritten words "Good for power of attorney"
²Legal entities must specify the name, first name and title of the natural person(s) who signs this letter on their behalf.