Econocom - 2019 Universal registration document

05 management report

corporate governance statement

Ownership structure and limits on shareholder 5.4. rights At 31 ژ December 2019, Econocom group’s share capital consisted of 245,380,430 shares, held as indicated below: ژ 2019 2018

36.44% 54.00%

36.44% 57.86%

Companies controlled by Jean-Louis Bouchard

Public shareholders

9.56% 100%

5.70% 100%

Treasury shares

Total

Econocom group is informed that two shareholders outside the companies controlled by Jean-Louis Bouchard, crossed the 5% share-ownership threshold as at 31 ژ December 2019. They are Butler Industries Benelux (and indirectly WB Finance and Walter Butler) and the US company FMR LLC (FIAM LLC, FMR Co., Inc. and Fidelity Institutional Asset Management Trust Company). There are no shareholders with special controlling rights. Each Econocom group share gives its holder the right to cast a vote at Annual General Meetings. Article ژ 10 of the Company’s Bylaws provides that the exercise of the voting rights and other rights attached to shares held in co-ownership or in which the usufruct and the bare ownership have been separated, or which are pledged, shall be suspended until such time as a sole representative has been appointed to exercise the rights attached to the shares in question. Treasury shares (9.56%) and shares held by the Belgian Caisse des Dépôts et Consignations (0.44% belonging to bearer shareholders who did not come forward when the Belgian Stock Market converted to electronic shares) also have no voting rights. There are no other particular legal or

statutory restrictions with respect to voting rights. Similarly, with the exception of the provisions limiting purchases and sales by Econocom group of its treasury shares, the Company’s Bylaws do not impose any restrictions on the transfer of its shares. The composition 5.5. and ژ functioning of ژ the administrative bodies and ژ Committees COMPOSITION OF 5.5.1. THE BOARD OF DIRECTORS At 31 ژ December 2019, the Board of Directors had 12 members: Jean-Louis Bouchard (term of office expires at the May ژ 2020 Annual General Meeting)

1 Avenue de Montmorency, Villa Montmorency, 75016 Paris (France)

Chairman of the Board of Directors and Chief Executive Officer of Econocom group Chairman of Econocom International BV

129

2019 annual report