The shareholders are invited to attend the ordinary general meeting of Econocom Group SE, with registered office at Place du Champ de Mars 5, 1050 Brussels, Belgium, registered with the Crossroads Bank for Enterprises under number 0422.646.816 (the “Company“), to be held on Tuesday 31 March 2026 at 2 p.m. (Belgian time) at the Company’s registered office. The Ordinary General Meeting will be followed by an Extraordinary General Meeting (together the “Meetings“).
AGENDA AND PROPOSED RESOLUTIONS FOR THE ORDINARY GENERAL MEETING
- Reading, discussion and explanation of the management report of the Board of Directors, the statutory and consolidated annual accounts as at 31 December 2025 and the auditor’s report on the statutory and consolidated accounts for the 2025 financial year.
- Approval of the statutory annual accounts as at 31 December 2025.
Proposed resolution:
Proposal to approve the statutory annual accounts as at 31 December 2025.
- Approval of the allocation of profits.
Proposed resolution:
Proposal to allocate the Company’s profit for the financial year ended 31 December 2025, amounting to 9,125,415.39 euros, in full to retained earnings.
- Discharge of the directors for the performance of their duties during the financial year ended 31 December 2025.
Proposed resolution:
Proposal to grant discharge to the directors for the financial year ended 31 December 2025.
- Discharge of the auditor for the performance of their duties during the financial year ended 31 December 2025.
Proposed resolution:
Proposal to grant discharge to the auditor for the financial year ending 31 December 2025.
- Approval of the remuneration report.
Proposed resolution:
Proposal to approve the remuneration report for the financial year ending 31 December 2025.
AGENDA AND PROPOSED RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING
- Reimbursement of the issue premium treated as paid-up capital, in accordance with Articles 7:208 and 7:209 of the Code on companies and associations, in the amount of 0.05 euro per share.
Proposed resolution:
Proposal to reimburse the issue premium treated as paid-up capital, in accordance with Articles 7:208 and 7:209 of the Code on companies and associations, including shares held by the Company itself, by debiting the “issue premium” account in the amount of 0.05 euro per share, existing on the ex-dividend date. The coupon entitling the holder to reimbursement will be detached at the end of a period of two months following the publication of this decision in the Belgian Official Gazette. The coupon will be paid after it has been detached, in accordance with Article 7:209 of the Belgian Code on companies and associations.
- Renewal of the authorisation granted by the EGM of 30 November 2021 to the Board of Directors to acquire a maximum of 88,000,000 of the Company’s own shares.
Proposed resolution:
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- The Board of Directors is authorised to acquire a maximum of 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. The authorisation is valid for a period of five years from the date of publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary General Meeting of 31 March 2026. This authorisation extends to the acquisition of shares in the Company by one or more of its subsidiaries.
- The Board of Directors is authorised to pledge a maximum of 88,000,000 of the Company’s own shares, in accordance with Article 7:226 of the Belgian Code on companies and associations. This authorisation is valid for a period of five years 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 given by the Extraordinary General Meeting on 30 November 2021.
- Renewal of the authorisation granted by the Extraordinary General Meeting of 22 June 2023 to the Board of Directors to acquire the Company’s shares by purchase or exchange in the event of serious and imminent damage.
Proposed resolution:
Amendment of Article 12 of the Articles of Association in order to renew the authorisation granted to the Board of Directors, for a period of three years, to acquire, in accordance with legal provisions, the Company’s shares or beneficial interests, by purchase or exchange, in order to prevent serious and imminent damage to the Company.
- Amendment to Article 12 of the Articles of Association.
Proposed resolution:
The new Article 12 is 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.
- Powers.
Proposed resolution:
Proposal to grant powers of attorney (i) to the managing directors of Econocom Group SE, with the possibility of substitution, for the execution of the aforementioned resolutions and (ii) to the acting notary and his staff, each acting individually, for the preparation, signature and filing of the coordinated text of the Company’s Articles of Association, as well as for the completion of the various related formalities.
FORMALITIES FOR PARTICIPATING IN GENERAL MEETINGS
To attend the Meetings of 31 March 2026, shareholders are requested to comply with Articles 28 and 29 of the Company’s Articles of Association and the following formalities.
If the quorum required under Article 7:153 of the Code on companies and associations is not reached at the extraordinary general meeting on 31 March 2026, a second extraordinary general meeting will be convened on 30 April 2026 at 2 p.m. (Belgian time), which will deliberate and decide on the items on the agenda of the extraordinary general meeting, regardless of the portion of the capital represented by the shareholders present or represented.
- Registration date
The registration date is 17 March 2026 at midnight (Belgian time). Only persons registered as shareholders on that date and at that time will be entitled to vote at the Meetings. The number of shares held by the shareholder on the day of the Meetings will not be taken into account.
Holders of registered shares must be registered in the Company’s register of registered shares on 17 March 2026 at midnight (Belgian time).
Holders of dematerialised shares must be registered as shareholders in the accounts of an approved account keeper or Euroclear Belgium on 17 March 2026 at midnight (Belgian time).
- Intention to participate in the Meetings
Shareholders must inform the Board of Directors, by email to generalsecretariat@econocom.com – or, for holders of dematerialised shares, to the email address ebe.issuer@euroclear.com – or by registered letter, no later than 25 March 2026, of their intention to participate in the Meetings, indicating the number of shares for which they intend to vote, and, for holders of dematerialised shares, provide proof of their registration as shareholders on the record date.
In order to attend the Meetings, shareholders and proxy holders must, in addition to the formalities indicated in the previous paragraph, prove their identity and, where applicable, their power of representation immediately before the start of the meeting at the latest.
- Proxy or postal voting
Shareholders may exercise their voting rights prior to the Meetings, either (i) by voting remotely by post, or (ii) by giving proxy to a person appointed by the Board of Directors.
In the event of a proxy vote, the proxy holder shall be, by operation of law:
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- for ordinary general meetings: a representative of the Company (or one of its subsidiaries), who will be appointed for this purpose;
- With regard to the extraordinary general meeting: a representative of the notary’s office handling the matter.
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This proxy shall exercise this voting right in accordance with the voting instructions set out in the proxy form.
The proxy voting and postal voting forms approved by the Company must be used for this purpose. They can be downloaded from the website https://www.econocom.com/fr/investisseurs/assemblees-generales.
In addition to the above formalities, shareholders must send the duly completed and signed proxies or postal voting forms to the email address generalsecretariat@econocom.com – or, for holders of dematerialised shares, to the email address ebe.issuer@euroclear.com – no later than 25 March 2026.
Shareholders are requested to send a scanned or photographed copy of the proxy and postal voting forms by email, and to subsequently send the originals by post to the Company’s registered office.
It should also be noted that proxy voting and postal voting forms may also be signed using an electronic signature process as provided for in Article 7:143 § 2 of the Code on companies and associations.
- New items on the agenda, proposed resolutions and right to ask questions
Shareholders holding at least 3% of the capital who wish to request the inclusion of new items on the agenda or submit proposals for resolutions must, in addition to the above formalities, provide proof of ownership of the required fraction of capital on the date of their request and send their request to the email address generalsecretariat@econocom.com by 9 March 2026 at the latest.
Where applicable, an amended agenda or agendas will be published no later than 16 March 2026.
Shareholders who wish to submit questions prior to the Meetings and who have complied with the above formalities are invited to send them by 25 March 2026 at the latest, preferably to the email address generalsecretariat@econocom.com , or by post to the following address: Leuvensesteenweg 510/B80, 1930 Zaventem.
- Holders of convertible bonds and subscription rights
Holders of convertible bonds and subscription rights issued by the Company may attend Meetings in an advisory capacity. To do so, they must inform the Board of Directors by email at generalsecretariat@econocom.com no later than 25 March 2026 of their intention to participate in the Meetings.
- Documentation
The documentation to be submitted to the Meetings, the agendas, as amended, and the proxy and postal voting forms, as amended, are available as soon as this notice is published on the Company’s website (https://www.econocom.com/fr/investisseurs/assemblees-generales) and at the Company’s registered office.
The above formalities and the instructions on the Company’s website and on the postal voting and proxy forms must be strictly complied with.
Yours sincerely,
The Board of Directors
