Econocom - 2020 annual report

07 shareholders

share performance and shareholders

Provisions that could 1.7. 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 implementingorders, as well as the Belgian Companies Code and other applicable laws, contain various provisions (such as the requirement to disclose major shareholdings– see section 8 of this chapter – and competition provisions) that may be applicable to the Company, and which place certainrestrictionson hostiletakeover bids or other changes of control. These provisions coulddiscouragepotential takeover bids that other shareholders may consider to be in their interests and/or prevent shareholders from selling their shares ata 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. AUTHORISED SHARE CAPITAL 1.7.2. (ARTICLE 7 OF THE BYLAWS) Pursuant to a decision of Econocom’s ExtraordinaryGeneralMeetingof 19 May2015, the Board of Directors was granted authorisationto increasethe share capital, on one or more occasions, under conditions it deems fit, by an amount of up to €23,512,749.67. At 31 December 2019, authorised unissued share capital stood at €23,512,749.67 (excluding issue premiums). The Board of Directors may use this authorisationto issue shares with or without voting rights, convertiblebonds, equitynotes, subscriptionrights payable in cash or in kind, and other share equivalents or equity instruments issuedby the Company.

Any capital increase effected under this authorisation may be carried out: either by means of contributionsin 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 bythe 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 May 2015 in the annexes of the Belgian Official Gazette, i.e. , 9 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 General Meeting under the conditions required by article 7:208 of the 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 7:190 et seq. of the 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 7:201 of said Companies Code.

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2020 annual report