Econocom - 2020 annual report

05 management report

corporate governance statement

TERMINATION BENEFITS 5.7.4. AND OTHER CONTRACTUAL OBLIGATIONS The employment contracts of the executive Directors, Executive Committee members and non-executiveDirectorswith operational functions in office at 31 December 2020 contain standard clauses, in particular as regards notice period. They contain no specific clause with respect to pension benefits. Two members of the Executive Committee receive a specific termination benefit (under certain conditions) Appropriation of 5.8. profit and dividend policy Following the decisions made by General Meeting of Econocom group SE on 6 November 2020, a gross interim dividend of €0.12 per share was distributed to shareholdersin respect of 2019. This distribution represents stability in the gross shareholder compensation per share over the last three years. In addition, the Group will also continue its share buyback policy. On 23 December 2020, Econocom group received notification of a threshold crossing from Econocom International BV and Econocom group stating that they held 56.24% of the Company’s voting rights. This upward crossing of the 55% threshold is the result of the introduction of double voting rights following the General Meeting on 19 May 2020. At 31 December 2020, the number of shares issued by Econocom group totalled 220,880,430, of which Jean-Louis Bouchard held 40.36% via Econocom International BV. Shares held in treasury by Econocom group Relations with 5.9. major shareholders

do not carry voting rights, meaning that, at 31 December 2020, Jean-Louis Bouchard held 56.24% of the Company’s voting rights, directly and indirectly (excluding treasury shares held under the liquidity agreement). Relations with the majority shareholder, Econocom International BV, correspond to the provision of standard services on arm’s-length terms. In addition, the Econocom group signed lease agreements in France with companies controlled by Jean-Louis Bouchard: SCI Maillot Pergolèse, SCI of Dion Bouton and SCI JMB. These leases were signed on arm’s length terms. Econocom group 5.10. employee share ownership The Group has set up several incentive plans for its personnel, employees, managers and executives. Three stock option plans set up in 2013, 2014 and 2017 are still in progress and have given rise to awards each year since 2013 and two free share allocation plans approved by the General Meeting in May 2016 has given rise to awards in 2016, 2018 and 2020. During the year, 50,000 free shares were definitely allocated by the Board of Directors to a Director, in respct of the 2018 Free share plan, thereby resulting in the transfer of the same number of treasury shares. The Board of Directors unanimoulsy approved this award, to the extent that the performance conditions had been met, and although this was not the case for the condition regarding the share price. During the voting process, the Director in question left the meeting after mentioning an economic conflict of interest. In addition, 250,000 stock options and 560,000 free shares were lost due to the departure of beneficiaries or the failure to meet individual or collective performance targets.

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2020 annual report