Econocom - 2019 Universal registration document

07 shareholders

share performance and shareholders

distributing profits; • filing claims against Directors; • authorising certain actions by the Board • of Directors; approving the compensation report; • authorising the acquisition of treasury • shares; taking decisions that involve the liquidation, • merger or restructuring of the Company; and approving any amendments to the Bylaws. • Shareholders’ meetings cannot vote on items that are not on the agenda. Quorum and voting requirements 1.5.1.2.2. Except as provided by law, decisions are taken by a majority vote regardless of the number of shares represented at the Meeting. Annual General Meetings can only validly deliberate and decide to amend the Bylaws if those attending the meeting represent at least one-half of the share capital. To be adopted, resolutions must be approved by a majority of three-quarters of votes cast. If the amendments to the Bylaws concern the Company’s corporate purpose, the Annual General Meeting can only validly deliberate and decide on said amendments if those in attendance represent one-half of the share capital and one-half of any profit shares if any. To be adopted, amendments must be approved by a majority of at least four-fifths of votes cast. The quorum and voting requirements also apply when the Annual General Meeting votes to authorise the acquisition or disposal of treasury shares, or to authorise such an acquisition without the authorisation of the Annual General Meeting to protect the Company from serious and imminent harm.

the documents to be presented to the (iii) Annual General Meeting (annual financial statements, reports and other documents described in article ژ 7:148 of the new Belgian Companies Code), for every subject to addressed on the (iv) agenda, any decision proposed or, when the subject does not require the adoption of a decision, a comment by the Board of Directors, if available, any proposed decision (v) introduced by shareholders, as soon as possible after receipt by the Company and proxy forms and forms for voting by (vi) mail. These documents/items may be consulted on Econocom’s website (www.econocom.com) and during normal office hours on working days at Econocom group’s registered office located at Place du Champ de Mars 5, 1050 Brussels, from the date of publication of the Notice of Meeting. Holders of registered shares will receive a copy of these documents together with the Notice of Meeting. Right to vote at General 1.5.1.2. Meetings Principle 1.5.1.2.1. Each share entitles its holder to one vote, subject to any restrictions provided by law. As a general rule, the Annual General Meeting alone is responsible for: approving the annual statutory financial • statements (no such approval is required for the consolidated financial statements prepared in accordance with IFRS); appointing and removing Directors and • the Statutory Auditor; granting discharge to the Directors and • Statutory Auditor; setting the amount of compensation for • the Directors and Statutory Auditor for the performance of their duties;

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2019 annual report