Econocom - 2019 Universal registration document

07 shareholders

share performance and shareholders

Provisions that 1.7. could delay, defer or prevent a change in control of the Company GENERAL INFORMATION 1.7.1. Laws relating to takeover and squeeze-out bids and their implementing orders, as well as the new Belgian Companies Code and other applicable laws, contain various provisions (such as the requirement to disclose major shareholdings – see section ژ 8 of this chapter – and competition provisions) that may be applicable to the Company, and which place certain restrictions on hostile takeover bids or other changes of control. These provisions could discourage potential takeover bids that other shareholders may consider to be in their interests and/or prevent shareholders from selling their shares at a premium. In certain conditions, the Board of Directors may defer or prevent the issuance of shares that could have a dilutive impact on existing shareholdings. Pursuant to a decision of Econocom’s Extraordinary General Meeting of 19 ژ May 2015, the Board of Directors was granted authorisation to increase the share capital, on one or more occasions, under conditions it deems fit, by an amount of up to €21,563,999.86. At 31 ژ December 2019, authorised unissued share capital stood at €19,052,787.28 (excluding additional paid-in capital). AUTHORISED CAPITAL 1.7.2. (ARTICLE ژ 7 OF THE BYLAWS)

If another Meeting has to be called because a first meeting did not meet the quorum, and provided that the date of any second Meeting was indicated in the paragraph above in the first Notice of Meeting and that no items have since been added to the agenda, the 30-day period specified above is reduced to at least 17 ژ days before the Meeting. Formalities to be completed in order to attend Annual General Meetings Shareholders may only attend and vote at Annual General Meetings if their shares are registered in their name at the record date, i.e. , by midnight (CET) on the fourteenth day preceding the Meeting, either in the Company’s share register or in the books of an authorised account holder or clearing institution, regardless of the number of shares held by the shareholder at the date of the Annual General Meeting. The shareholders shall inform the Company (or the person designated for this purpose) of their intention to attend the Annual General Meeting no later than the sixth day preceding the date of said Meeting, in accordance with the formalities provided in the Notice of Meeting, and provided that shareholders present the share certificate delivered by the authorised account holder or clearing institution. Holders of bonds, subscription rights and certificates issued in connection with the Company may attend the Annual General Meeting in a non-voting capacity only, provided that they meet the admission requirements applicable to shareholders.

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2019 annual report