Econocom - 2020 annual report

07 shareholders

share performance and shareholders

Right to vote at General 1.5.1.2. Meetings Principle 1.5.1.1.1. Each share entitles its holder to one vote, subject to any restrictions provided blayw. As a general rule, the General Meeting alone is responsible for: approving the annual statutory financial • statements (no such approval is required for the consolidated financial statements prepared in accordancewith 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; 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. 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 amendmentsto the Bylawsconcernthe Company’s corporate purpose, the General Meetingcanonlyvalidlydeliberateanddecide on said amendmentsif those in attendance represent one-half of the share capital and one-half of any profit shares if any. To be adopted, amendmentsmust be approvedby a majority of at least four-fifthsof votes cast. The quorum and voting requirements also apply when the General Meeting votes to authorise the acquisition or disposal of treasury shares, or to authorise such an acquisition without the authorisationof the General Meeting to protect the Company fromseriousandimminentharm. An attendance list indicating the names of shareholders and the number of shares registered for voting purposes is signed by each shareholder or by their proxy prior to entering the meeting. Proxy voting 1.5.1.1.3. All shareholders can choose to be represented at the General Meeting by a proxy, who may or may not be a shareholder of the Company, in accordance with articles 7:142 to 7:145 of the Belgian Companies Code. The Board of Directors may decide on the form of proxy. Proxies must reach the Company no later than the sixth day preceding the date of the Meeting. All proxy voting forms that reach the Companybefore the revised agenda is published, pursuant to article 7:130 of the Belgian Companies Code, remain validfor the agenda itemscovered. Distance voting 1.5.1.1.4. Shareholders who satisfy the attendance requirementsspecifiedbelowmay vote at all General Meetings either by post or, where permitted in the Notice of Meeting, by electronic means. Shares will be taken into considerationfor the purposes of voting and quorum requirements only if the form provided by the Company has been duly completed and reaches Econocom at the latest on the sixth day before the date of the General Meeting. If the Notice of Meeting

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2020 annual report