Econocom - 2019 Universal registration document

07 shareholders

share performance and shareholders

The Board of Directors may use this authorisation to issue shares with or without voting rights, convertible bonds, equity notes, subscription rights payable in cash or in kind, and other share equivalents or equity instruments issued by the Company. Any capital increase effected under this authorisation may be carried out: either by means of contributions in cash or • in kind, including any restricted issue premium, whose amount is fixed by the Board of Directors, or by creating new shares carrying rights that will be determined by the Board; or by converting reserves – including • restricted reserves – or the issue premium into capital, with or without creating new shares. This authorisation is granted to the Board of Directors for a period of five years from the date of publication of the decision of the Extraordinary General Meeting of 19 ژ May 2015 in the annexes of the Belgian Official Gazette, i.e. , 9 ژ June 2015. It may be renewed on one or more occasions, in accordance with applicable provisions. In the event that a capital increase is carried out within the authorised capital, the Board of Directors will allocate any issue premium to a restricted account. This account will form part of shareholders’ equity in the same way as the share capital, and, provided it is converted into capital by the Board of Directors, may only be reduced or cancelled by the Annual General Meeting under the conditions required by article ژ 7:208 of the new Belgian Companies Code. The Board of Directors may limit or cancel pre-emptive subscription rights of existing shareholders in accordance with the conditions set forth in articles ژ 7:190 et ڳ seq. of the new Belgian Companies Code if it is in the Company’s interests. It may even do so

for one or more specific parties other than employees of the Company or of its subsidiaries, except as provided in article ژ 7:201 of said new Companies Code. The Board of Directors may decide, with the right of substitution, to amend the Bylaws to reflect the Company’s new capital and shares each time the share capital is increased within the limit of the authorised capital. ACQUISITION AND DISPOSAL 1.7.3. OF TREASURY SHARES (ARTICLE ژ 12 OF THE BYLAWS) The Company may only acquire its own shares or (if applicable) profit shares by means of a purchase or exchange, directly or by a person or entity acting in their own name but on the Company’s behalf following a decision of an Annual General Meeting voting pursuant to the quorum and majority requirements set forth in article ژ 7:154 of the new Belgian Companies Code, which sets the maximum number of shares or profit shares that can be acquired, the period for which the authorisation is granted, within the limit provided in article ژ 7:215 of the new Belgian Companies Code, and the minimum and maximum consideration. Such an authorisation was given to the Board of Directors by the Extraordinary General Meeting of 21 ژ May 2019, for a period of five years from the date of the Annual General Meeting, for up to 20% of the share capital, as provided in article ژ 7:215 of the new Belgian Companies Code. The minimum purchase price was set at €2 per share and the maximum purchase price at €10 per share. These authorisations apply to acquisitions of Company shares by its direct subsidiaries, pursuant to the legal provisions on the acquisition by subsidiaries of shares of the parent company.

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2019 annual report