Econocom - 2020 annual report

07 shareholders

share performance and shareholders

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 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 General Meeting voting pursuant to the quorumand majority requirements set forth in article 7:154 of the Belgian Companies Code, which sets the maximumnumber of shares or profit shares that can be acquired, the period for which the authorisation is granted, within the limit provided in article 7:215 of the Belgian Companies Code, and the minimum and maximum consideration. Suchan authorisationwas given to the Board of Directors by the Extraordinary General Meeting of 19 May 2020, or a period of five years from the date of the General Meeting, for up to 20% of the shares issued at a minimum price of €1 and a maximum unit price of €10per share. The authorisationof the General Meeting is not required in the event the purchase of treasury shares or non-equity shares is necessaryto avoidthe Companyexperiencing serious or immediatedamage. In such event, the Board of Directors is authorised to purchase, in accordance with the legal provisions in force, the Company's shares through acquisition or exchange. This authorisationis granted for a period of three years as from the publicationof the decision of the Extraordinary General Meeting of 19 May 2020 in the appendix to the Belgian Official Gazette( Moniteur belge ). Pursuant to the decisionof the Extraordinary GeneralMeetingof 19 May 2020, the Board of Directors was authorised to pledge treasury

shares of the Company, in accordance with article 7:226 of the CSA, within the limit of 20% of the share capital. This authorisationis granted for a period of five years as from the date on which the decision of the General Meeting ispublished. The Board of Directors may sell Company shares in the cases laid down by the CSA, including toone or moreidentifiedpersons. If necessary, this authorisation may be extendedto the disposalof treasuryshares of the Companyby its subsidiaries. The Board of Directors may otherwise dispose of shares of the new Company in the conditions provided by the Belgian Companies Code, as well as to spare the Company serious and imminent harm, provided, in such cases, that the securities are sold on the market or as a public offering made on the same conditions to all shareholders. Notifications of major 1.8. shareholdings Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, amendingDirective 2001/34/EC, was transposed into Belgian law by the Act of 2 May 2007 on the publication of major shareholdings in issuers whose shares are admitted to trading on a regulated market (“TransparencyAct”) and by the Royal Decree of 14 February 2008 on the publication of major shareholdings (“Royal Decree on Transparency”). This legislation came into force on1 September2008. Pursuant to these provisions, any natural or legal person who acquires, directly or indirectly, securities carrying voting rights of the Company must notify it and the FSMA (Belgian Financial Services and Markets Authority) of the number and percentage of voting rights held subsequent to this acquisition when the voting rights attached

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2020 annual report