EVS BROADCAST EQUIPMENT SA - Notice convening the Ordinary General Meeting of Shareholders and an Extraordinary General Meeting of Shareholders

Liège Science Park - 13, rue Bois St-Jean - B- 4102 Seraing - Belgium - Phone. +32 4 361 7000 - Fax +32 4 361 7089 - Company number: 0452.080.178 (RPM Liège) - www.evs.com

For information purpose only – unofficial translation – French original wording prevails

The ordinary general meeting of EVS Broadcast Equipment SA (the “Company”) will be held on Tuesday May 17, 2022, at 11:00 am (the “Ordinary General Meeting”) and an extraordinary general meeting of the Company will be held on Tuesday May 17, 2022, at 12:00 pm (the “Extraordinary General Meeting”), before France Andris, LLM, notary of Bassenge, at the Company’s headquarters at the following address: 13, rue Bois St-Jean, B-4102 Seraing (together, the “General Meetings”). 

- The General Meetings will be held physically at the Company’s registered office in accordance with the Company’s Articles of Association. However, in view of the still sensitive health situation, the Company recommends its shareholders to avoid any risk related to the spread of Covid-19 and, therefore, not to attend the General Meetings in person. The Company therefore invites its shareholders to exercise their rights at General Meetings by voting by proxy in accordance with the procedures specified below.

- The Board of Directors has not opted for the possibility of allowing shareholders to participate remotely via electronic communication as offered by article 7:137 of the Belgian Companies and Associations Code (the “CAC”). However, it will allow shareholders to attend the Ordinary General Meeting by means of a videoconference or audioconference system, the details of which will be specified on the Company’s website.

The practical arrangements for the General Meetings are subject to change depending on the way the situation develops and measures to be taken by the Government. Any such changes will be posted on the Company’s website. 

Agenda of the Ordinary General Meeting:

1. Acknowledgement of the Management Report relating to the statutory and consolidated annual accounts for the financial year ended on December 31, 2021 in which is included the Company’s Corporate Governance Statement and the Sustainability Report, drawn up by the Board of Directors.

2. Presentation and approval of the Remuneration Report for the fiscal year ended on December 31, 2021, included in the Corporate Governance Statement of the Management Report. 

Proposed decision: the general meeting approves the Remuneration Report for the financial year ended on December 31, 2021, included in the Corporate Governance Statement of the Management Report.

3. Presentation and approval of the Remuneration Policy. 

Proposed decision: the general meeting approves the modifications to the Remuneration Policy. 

4. Acknowledgement of the Statutory Auditor’s Reports relating to the statutory and consolidated annual accounts for the financial year ended on December 31, 2021.

5. Presentation of the statutory and consolidated annual accounts for the financial year ended December 31, 2021, presentation of the profit-sharing plan in the form of a distribution of shares to the Company’s employees, approval of the statutory annual accounts for the financial year ended December 31, 2021 and of the allocation of results and approval of a profit-sharing plan in the form of a distribution of shares to the Company’s employees.

Proposed decision: the general meeting approves the statutory accounts for the financial year ended on December 31, 2021 and the allocation of the net profit of EUR 57,148 thousand (EUR 35,485 thousand for this financial year and EUR 21,663 thousand for previous financial year) as follows:

- distribution of a gross dividend of EUR 1.50 per share (i.e. a total of EUR 20,103 thousand: such dividend is made up, on the one hand, of the interim dividend of EUR 0.50 gross per existing share, paid in November 2021 (i.e. a total of EUR 6,701 thousand) and, on the other hand, of a balance of EUR 1.00 gross per share payable upon detachment of the coupon 32; 

- The general meeting approves the profit-sharing plan in the form of a distribution of shares of EVS BROADCAST EQUIPMENT SA relating to the distribution of the profits of the financial year ending on December 31, 2021, and consequently the granting, subject to compliance with its tax obligations by the Company to all employees of EVS BROADCAST EQUIPMENT SA who have been hired by the group before January 1, 2022, of a profit-sharing in the form of a distribution to each of 56 shares of EVS BROADCAST EQUIPMENT SA, in proportion to their effective services (or equivalent) in 2021. This plan concerns a maximum of 350 persons.

The general meeting decides to leave the balance of the net profit, after any deductions imposed by law or the articles of association, as profit carried forward.

6. Discharge to the Directors

Proposed decision: the general meeting discharges the Directors from any liability resulting from the fulfilment of their mandate during the past financial year.

7. Discharge to the Auditor

Proposed decision: the general meeting discharges the Auditor from all liability resulting from the performance of his mandate during the past financial year.

8. Appointment of Frédéric Vincent as Director

Proposed decision: The general meeting appoints Mr. Frédéric Vincent as Director for a period of four years ending at the end of the ordinary general meeting of May 2026, and acknowledges his independence in accordance with article 7:87 of the CAC, since he meets the definition of that article and all the criteria set out in the Belgian Corporate Governance Code 2020. The mandate is remunerated in accordance with the rules applicable to all members of the Board of Directors. 

9. Appointment of Marco Miserez as Director

Proposed decision: The general meeting appoints Mr. Marco Miserez as Director for a period of four years ending at the end of the ordinary general meeting of May 2026, and acknowledges his independence in accordance with article 7:87 of the CAC, since he meets the definition of that article and all the criteria set out in the Belgian Corporate Governance Code 2020. The mandate is remunerated in accordance with the rules applicable to all members of the Board of Directors. 

10. Acknowledgement of the resignation of Philippe Mercelis as Director

Proposed decision: The general meeting takes note of the resignation of Mr. Philippe Mercelis from his mandate as Director of the Company with effect from the end of this Ordinary General Meeting, subject to the condition precedent of the appointment of Mr. Marco Miserez as Director.

11. Approval of the potential variable remuneration and of the allocation of Warrants to the CFO, CTO and EVP Operations and Projects

11.1 Variable remuneration in cash

The Company has entered into a service agreement with WeMagine SRL (represented by Mrs. Veerle De Wit), Openiris Ltd (represented by Mr. Alex Redfern) and Tols BV (represented by Mr. Xavier Orri Sáinz De Los Terreros) relating to the position, respectively, of Chief Financial Officer (CFO), Chief Technology Officer (CTO) and Executive Vice President (EVP) Operations and Projects, providing on the one hand for a fixed remuneration and on the other hand for a variable remuneration for years 2022 and following, the cash part of which depends on the achievement of predetermined and objectively measurable objectives over a period of twelve (12) months as set forth in the Remuneration Policy. The formula for the calculation of this variable remuneration slightly deviates from the formula provided for in article 7:91, §2 of the CAC, which provides that at least one quarter of the variable remuneration must be based on predetermined and objectively measurable performance criteria over a period of at least two (2) years, and another quarter must be based on predetermined and objectively measurable criteria over a period of at least three (3) years. Therefore, in accordance with this provision read in combination with article 7:121 of the CAC, the formula for calculating this variable remuneration is subject to the express approval of the general meeting.

Proposed decision: The general meeting expressly approves, in accordance with article 7:91, §2 and 7:121 of the CAC, the derogation from the criteria set out in article 7:91, §2 of the CAC regarding the variable remuneration in cash allocated to WeMagine SRL (represented by Mrs. Veerle De Wit), Openiris Ltd (represented by Mr. Alex Redfern) and Tols BV (represented by Mr. Monsieur Xavier Orri Sáinz De Los Terreros) and therefore the following formula for the calculation of their variable remuneration in their capacity of Chief Financial Officer (CFO), Chief Technology Officer (CTO) and Executive Vice President (EVP) Operations and Projects, as agreed (subject to approval by the general meeting in accordance with Article 7:91, §2 of the CAC) between the Company and each of the three abovementioned beneficiaries in their service agreement. This formula can be summarized as follows: 

The amount of the annual variable remuneration will be based on 70% of the achievement of predetermined and objectively measurable financial objectives over a twelve (12) month period and on 30% of the achievement of predetermined and objectively measurable performance objectives over a twelve (12) month period. In the event of the achievement of the on-target objectives, the concerned beneficiary will receive an amount equal to 20% of its annual fixed remuneration (VROTE) as variable remuneration. In other cases, the amount of RCG SRL’s variable remuneration will be determined as follows:

- With regard to the achievement of financial objective(s) set at the beginning of the year and actually achieved thereafter (EBIT or similar): if the objective achieved is less than 80% of the financial objective, the portion of the variable remuneration related thereto will be 0; if the objective achieved is 80% of the financial objective, the portion of the variable remuneration related thereto will be 50% of 70% of the VROTE; if the objective achieved is 100% of the financial objective, the portion of the variable remuneration related thereto will be 100% of 70% of the VROTE; if the objective achieved is equal to or greater than 120% of the financial objective, the portion of the variable remuneration relating thereto will be 150% of 70% of the VROTE; and, between these different levels, the portion of the variable remuneration relating thereto will be set proportionally, as a percentage of the financial objective achieved. 

- With respect to the achievement of performance objectives set at the beginning of the year and effectively achieved thereafter: the portion of the variable remuneration will vary from 0% to 150% of 30% of the VROTE depending on the objectives achieved.

11.2 Grant of Warrants

Each of the three above-mentioned beneficiary will be potentially entitled, depending on the decision of the Board of Directors and subject to the conditions established by the Board of Directors, to a number of subscription rights with the option for the Board of Directors to allocate existing shares (treasury shares) or new shares in case of exercise (the “Warrants”) determined each year by the Board of Directors up to a maximum amount equivalent to 20% of the fixed remuneration invoiced per year by the concerned beneficiary under the condition precedent of the subsequent approval of the approval of the issue of Warrants by the general meeting and, as the case may be, of the subsequent approval of the issue of additional Warrants necessary for this purpose. The formula for the calculation of this variable remuneration slightly deviates from the formula provided for in article 7:91, §2 of the CAC. Therefore, in accordance with this provision read in combination with article 7:121 of the CAC, the derogation from these criteria is subject to the express approval of the general meeting.

Proposed decision: Subject to the condition precedent of the approval of the issue of the Warrants by the general meeting and, if applicable, the subsequent approval of the issue of additional Warrants necessary for this purpose, the general meeting expressly approves, in accordance with articles 7:91, §2 and 7:121 of the CAC, the deviation from the criteria as provided for in article 7:91, §2 of the CAC, read in combination with article 7:121 of the CAC, with regard to the Warrants that would be allocated to the concerned beneficiaries by the Board of Directors.

12. Renewal of the mandate of the Auditor

Proposed decision: The general meeting approves the reappointment of the mandate of Ernst & Young Réviseurs d’Entreprises SRL (B-00160) De Kleetlaan 2, 1831 Diegem, represented by Carlo-Sébastien D’Addario (A-01729), auditor, as statutory auditor of the Company for a period of 3 financial years (2022 - 2023 - 2024) for an annual flat fee of EUR 62,000 excluding VAT.

13. Remuneration of the members of the Board of Directors

In view of the fact that the remuneration of the Board of Directors has not been updated since January 1, 2016, and on the basis of available comparisons with other comparable companies, the Board of Directors proposes to update the remuneration of the Board of Directors as follows:

Proposed decision: The general meeting approves the remuneration of the Directors as follows, with effect from January 1, 2022:

Fixed annual remuneration of EUR 22,000 per Director (resp. EUR 44,000 for the Chairman of the Board of Directors), covering up to six meetings per year.

Above six meetings per year, variable remuneration of EUR 2,000 per meeting as from the seventh meeting of the Board of Directors for each non-executive Director (as well as the non-executive Chairman of the Board) who would attend.

Fixed annual remuneration of EUR 4,000 for the Chairman of a Committee.

Amount of EUR 1,500 per attendance at a Committee (Audit or Nomination and Remuneration) for each non-executive Director (as well as the non-executive Chairman of said Committee).

Additional global remuneration of maximum EUR 25,000 per year for all members of the Board of Directors, for the performance of exceptional tasks in the context of their function as directors as validated by the Board of Directors (such as interviews, preparatory meetings and other internal meetings other than meetings of the Board of Directors or of a Committee (Audit or Nomination and Remuneration)). This amount will be allocated by the Board of Directors among its members according to the number and importance of the exceptional assignments actually performed by each of them.

14.  Powers to execute the decisions taken

Proposed decision: The general meeting confers on each member of the Board of Directors, with the right of substitution, all powers of execution of the decisions taken by the Ordinary General Meeting as well as all powers for the purpose of carrying out the formalities necessary for their publication. 

The resolutions of this Ordinary General Meeting do not require a special quorum and require a simple majority of the votes cast at the Ordinary General Meeting to be adopted.

Agenda of the Extraordinary General Meeting:

1. 

Decision to (i) renew the authorisation granted to the Board of Directors to increase the capital up to a maximum amount of EUR 1,600,000 (alternatively, EUR 877,200), excluding issue premium within the framework of article 7:198 and following of the CAC, and to (ii) amend article 7 of the Articles of Association

a) Acknowledgement of the special report of the Board of Directors prepared in accordance with article 7:199 of the CAC in which it indicates the specific circumstances in which it may use the authorised capital and the objectives it will pursue in doing so.

a) Subject to the condition precedent of the publication in the Appendices to the Belgian Official Gazette of the new authorisation to be granted by the Extraordinary General Meeting on May 17, 2022 (or, in case of lack of quorum, on June 7, 2022) to the Board of Directors to increase the capital within the framework of article 7:198 of the CAC in accordance with items 1.c) and 1.d) (or, alternatively, items 1.e) and 1.f)), proposal to cancel the authorisation granted to the Board of Directors on December 4, 2017, according to the minutes published in the Appendices to the Belgian Official Gazette dated January 15, 2018, under number 18010526. This proposal implies the cancellation of the unused balance of the authorised capital existing on the date of publication in the Appendices to the Belgian Official Gazette of the minutes of the Extraordinary General Meeting, under the same condition precedent;

b) Proposal to renew, in accordance with article 7:199 of the CAC, the authorisation given to the Board of Directors in article 7 of the Articles of Association, to increase the capital on one or more occasions up to a maximum amount of EUR 1,600,000, excluding the issue premium, all other conditions remaining unchanged, for a further period of five (5) years from the date of publication in the Appendices to the Belgian Official Gazette of the minutes of the Extraordinary Meeting of Shareholders which will be held on May 17, 2022 (or, in case of lack of quorum, on June 7, 2022).

c) Proposed decision: The general meeting agrees to replace article 7 of the Articles of Association by the following text:

“Authorised capital

According to the resolution passed by the extraordinary general meeting of shareholders of May 17, 2022 (or, in case of lack of quorum, of June 7, 2022), the Board of Directors is authorised to increase the capital in one or more instalments up to a maximum amount of ONE MILLION SIX HUNDRED THOUSAND EUROS (EUR 1,600,000), excluding the issue premium.

These capital increases may be carried out by subscriptions in cash, contributions in kind, or incorporation of reserves or issue premiums, with or without the creation of shares.

Within the limits of this authorisation, the Board of Directors may issue bonds convertible into shares or subscription rights, in compliance with the provisions of articles 7:198 et seq. of the Belgian Companies and Associations Code. 

In the case of a capital increase with share premiums, these must be entered and maintained in one or more separate accounts under shareholders’ equity on the liabilities side of the balance sheet.

Similarly, in the event of an issue of subscription rights, their issue price must be entered and maintained in one or more separate accounts under shareholders’ equity on the liabilities side of the balance sheet. 

On the occasion of any issue of shares, convertible bonds or subscription rights, the Board of Directors may limit or cancel the preferential subscription rights of the shareholders, including in favour of one or more specific persons other than staff members, in accordance with the terms and conditions to be determined by the Board of Directors and subject to compliance with the provisions of articles 7:198 et seq. of the Belgian Companies and Associations Code.

This general authorisation is valid for a period of five (5) years from the publication of the resolution of May 17, 2022 (or, in case of lack of quorum, of June 7, 2022) and is renewable.

The Board of Directors shall be entitled to have the amendment to the Articles of Association resulting from the use of the authorisations granted by this article duly recorded.”

d) If proposals 1.c) et 1.d) do not obtain the required majority, proposal to grant, in accordance with article 7:199 of the CAC, an authorization to the Board of Directors to increase the capital in one or more instalments up to a maximum amount of EUR 877,200, excluding issue premium, all other conditions provided for in the current article 7 of the Articles of Association remaining unchanged, for a further period of five (5) years from the publication in the Appendices to the Belgian Official Gazette of the resolution of May 17, 2022 (or, in case of lack of quorum, of June 7, 2022).

e) Proposed decision: The general meeting agrees to replace article 7 of the Articles of Association by the following text:

“Authorised capital

According to the resolution passed by the extraordinary general meeting of shareholders of May 17, 2022 (or, in case of lack of quorum, of June 7, 2022), the Board of Directors is authorised to increase the capital in one or more instalments up to a maximum amount of EIGHT HUNDRED SEVENTY-SEVEN THOUSAND TWO HUNDRED EUROS (EUR 877,200), excluding the issue premium.

These capital increases may be carried out by subscriptions in cash, contributions in kind, or incorporation of reserves or issue premiums, with or without the creation of shares.

Within the limits of this authorisation, the Board of Directors may issue bonds convertible into shares or subscription rights, in compliance with the provisions of articles 7:198 et seq. of the Belgian Companies and Associations Code. 

In the case of a capital increase with share premiums, these must be entered and maintained in one or more separate accounts under shareholders’ equity on the liabilities side of the balance sheet.

Similarly, in the event of an issue of subscription rights, their issue price must be entered and maintained in one or more separate accounts under shareholders’ equity on the liabilities side of the balance sheet. 

On the occasion of any issue of shares, convertible bonds or subscription rights, the Board of Directors may limit or cancel the preferential subscription rights of the shareholders, including in favour of one or more specific persons other than staff members, in accordance with the terms and conditions to be determined by the Board of Directors and subject to compliance with the provisions of articles 7:198 et seq. of the Belgian Companies and Associations Code.

This general authorisation is valid for a period of five (5) years from the publication of the resolution of May 17, 2022 (or, in case of lack of quorum, June 7, 2022) and is renewable.

The Board of Directors shall be entitled to have the amendment to the Articles of Association resulting from the use of the authorisations granted by this article duly recorded.”

2. Decision notably in the context of share buy back plans (i) to renew the authorisation granted to the Board of Directors to acquire and dispose of the Company’s shares up to a maximum of 20% (alternatively, 10%), (ii) to grant an authorisation to the Board of Directors to dispose of own shares to one or more specific persons other than members of the personnel of the Company or its subsidiaries, (iii) to grant an authorisation to the Board of Directors to acquire and dispose of own shares without a prior decision of the general meeting, when such acquisition is necessary to avoid serious and imminent damage to the Company, and (iv) to amend Article 10 of the Articles of Association

a) Subject to the condition precedent of the publication in the Appendices to the Belgian Official Gazette of the new authorisation to be granted by the Extraordinary General Meeting on May 17, 2022 (or, in case of lack of quorum, on June 7, 2022) to the Board of Directors to acquire and dispose of its own shares in accordance with items 2.b) and 2.c) (or, alternatively, items 2.d) and 2.e)), proposal to cancel the authorisation granted to the Board of Directors on December 4, 2017, according to the minutes published in the Appendices to the Belgian Official Gazette dated January 15, 2018, under number 18010526.

b) Proposal to grant, pursuant to articles 7:215, § 1, par. 2 and 7:226 of the CAC, for a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary Meeting of Shareholders of May 17, 2022 (or, in case of lack of quorum, of June 7, 2022), an authorization to the Board of Directors to acquire on the stock exchange or otherwise, shares of the Company up to a maximum of 20% of the issued shares, fully paid up, at a unit price which may not be more than 20% lower than the lowest price during the last 12 months preceding the transaction and which may not be more than 20% higher than the highest closing price during the last 20 days of trading of the Company’s shares on Euronext Brussels preceding the acquisition, as well as an authorization to pledge the Company’s shares.

c) Proposed decision; The general meeting agrees to replace article 10 of the Articles of Association by the following text:

“1. The Company may acquire, pledge or dispose of its own shares in accordance with the law. 

2. For a period of five (5) years from the publication in the Annexes to the Belgian Official Gazette of the decision of the extraordinary general meeting of shareholders of May 17, 2022 (or, if applicable, in case of postponement of June 7, 2022), the Board of Directors shall be authorised to acquire on the stock exchange or otherwise, shares in the Company up to a maximum of 20% of the issued shares, fully paid up, at a unit price which may not be more than 20% lower than the lowest price during the last 12 months preceding the transaction and which may not be more than 20% higher than the highest closing price during the last 20 days of trading of the Company’s shares on Euronext Brussels preceding the acquisition. This authorisation shall be renewable.

3. The powers and authorisations referred to in this Article shall be extended to the acquisition and disposal of shares of the Company by one or more subsidiaries directly controlled by the Company within the meaning of the Companies and Associations Code. 

d) If proposals 2.b) et 2.c) do not obtain the required majority, proposal to renew, pursuant to articles 7:215, § 1, par. 2 and 7:226 of the CAC, for a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary Meeting of Shareholders of May 17, 2022 (or, in case of lack of quorum, of June 7, 2022), the existing authorization of the Board of Directors to acquire on the stock exchange or otherwise, shares of the Company up to a maximum of 10% of the issued shares, fully paid up, at a unit price which may not be more than 20% lower than the lowest price during the last 12 months preceding the transaction and which may not be more than 20% higher than the highest closing price during the last 20 days of trading of the Company’s shares on Euronext Brussels preceding the acquisition, as well as an authorization to pledge the Company’s shares.

e) Proposed decision; The general meeting agrees to replace article 10 of the Articles of Association by the following text:

“1. The Company may acquire, pledge or dispose of its own shares in accordance with the law. 

2. For a period of five (5) years from the publication in the Annexes to the Belgian Official Gazette of the decision of the extraordinary general meeting of shareholders of May 17, 2022 (or, if applicable, in case of postponement of June 7, 2022), the Board of Directors shall be authorised to acquire on the stock exchange or otherwise, shares in the Company up to a maximum of 10% of the issued shares, fully paid up, at a unit price which may not be more than 20% lower than the lowest price during the last 12 months preceding the transaction and which may not be more than 20% higher than the highest closing price during the last 20 days of trading of the Company’s shares on Euronext Brussels preceding the acquisition. This authorisation shall be renewable.

3. The powers and authorisations referred to in this Article shall be extended to the acquisition and disposal of shares of the Company by one or more subsidiaries directly controlled by the Company within the meaning of the Companies and Associations Code. 

f) Proposal to grant, in accordance with article 7:218, § 1, 4° of the CAC, to the Board of Directors the authorization to alienate own shares to one or more specific persons other than employees of the Company or its subsidiaries.

g) Proposed decision: the general meeting decides to complete article 10 of the articles of association, as amended, with the following text, to be inserted before the last point of the said article, and renumbering of the other points accordingly: “Furthermore, in accordance with article 7:218, § 1, 4° of the Belgian Companies and Associations Code, the Board of Directors shall be explicitly authorised to dispose of the own shares acquired by the Company to one or more specific persons other than members of staff of the Company or its subsidiaries.”

h) Proposal to grant, pursuant to article 7:215, § 1, paras. 4 and 5 and article 7:218, § 1, 3° of the CAC, for a period of three (3) years as from the publication in the Appendices to the Belgian Official Gazette of the decision of the Extraordinary Meeting of Shareholders of May 17, 2022 (or, in case of lack of quorum, June 7, 2022), to the Board of Directors the authorization to acquire and dispose of own shares without a prior decision of the general meeting, when such acquisition or disposal is necessary to avoid serious and imminent harm to the Company.

i) Proposed decision: the general meeting decides to complete article 10 of the articles of association, as amended, with the following text, to be inserted before the last point of the said article, and renumbering of the other points accordingly: “For a period of three (3) years from the publication in the Annexes to the Belgian Official Gazette of the decision of the extraordinary general meeting of shareholders of May 17, 2022 (or, if applicable, in case of postponement of June 7, 2022), the Board of Directors is authorised to acquire and dispose of its own shares, in accordance with the conditions set out in article 7:215 et seq. of the Belgian Companies and Associations Code, when such acquisition or disposal is necessary to prevent serious and imminent harm to the company. This authorisation is renewable.”

3. Issue of Warrants

Proposed decision: 

Acknowledgement of the report of EY, Réviseurs d’Entreprises SRL, statutory auditor, and special report of the Board of Directors drawn up in accordance with articles 7:180, 7:191 and 7:193 of the CAC, setting out the purpose and detailed justification of the proposal to issue subscription rights with the option for the Board of Directors to allocate existing shares (treasury shares) or new shares in the event of exercise (the “Warrants”) with cancellation of the shareholders’ preferential right.

Proposal to issue under the conditions determined below 250,000 Warrants giving the right, subject to the effective allocation of these Warrants, to subscribe to an equivalent number of ordinary shares of the Company.

Proposal to cancel the preferential subscription right of the existing shareholders in favor of the New Beneficiaries (as defined below).   

Subject to the condition precedent and to the extent of the amount resulting from the exercise of the Warrants, and only if the exercise of the Warrants results in the issue of new shares, proposal to increase the capital by an amount corresponding to the par value of the share, multiplied by the number of Warrants exercised, i.e. a maximum amount of EUR 153,073, by the creation of as many new shares as Warrants exercised, i.e. a maximum of 250,000 new shares, the difference between the subscription price of the share and its par value constituting a share premium. 

Terms and conditions of the issue of the Warrants:

Number of Warrants to be issued

Depending on the actual subscriptions and acquisitions, maximum two hundred and fifty thousand (250,000) Warrants.

Condition of the issue

Effective allocation of the Warrants to the New Beneficiaries.

Form of the Warrants

The Warrants are nominative and, once granted, recorded in the register of Warrant holders established by and kept at the registered office of the Company. 

New Beneficiaries

To be determined by the Board of Directors among the staff members of EVS and its subsidiaries within the meaning of article 1:27 of the CAC as well as persons who, without being staff members of EVS or its subsidiaries, are either a permanent representative or partner or controlling shareholder of a staff member (a legal entity bound by a management or similar agreement), either bound to one of the companies of the EVS group by a contract for the provision of services of a consultancy type, or permanent representative or partner or controlling shareholder of a company linked to one of the companies of the EVS group by a contract for the provision of services of a consultancy type (hereinafter the "Providers"): InnoVision BV and its representative Serge Van Herck, WeMagine SRL and its representative Veerle De Wit, Openiris Ltd and its representative Alex Redfern, Tols BV and its representative Xavier Orri Sáinz De Los Terreros, Ikaro SRL and its representative Nicolas Bourdon, M2C SRL and its representative Pierre Matelart, RCG SRL and its representative Quentin Grutman, Euscopia.NET SRL and its representative Benoit Quirynen, Flashbackx Consultancy BV and its representative Dieter Backx, Oscar Teran, Coveloz Consulting Ltd and its representative Nestor Amaya, Manuel Alejandro Rios Ceron, Pavel Putilin, Alexander Papyn, Egor Boyarkin, Bruno Pessoa da Silva, Vegard Aandahl, Swapnil Almeida, Gustavo Bonfietti.

Price of the Warrants

Free of charge or against payment under conditions to be determined by the Board of Directors.

Granting Period of the Warrants

To be determined by the Board of Directors.

Quantity of warrants to be offered per New Beneficiary
To be determined by the Board of Directors for each New Beneficiary.

Exercise price of the Warrants 

(i) the average of the closing prices of the EVS shares for the 30 days preceding the grant, or (ii) the last closing price preceding the day of the grant based on the method that the Board of Directors deems most representative of the value of the EVS shares at the relevant time.

Warrants exercise period

The warrants may only be exercised as from the fourth calendar year following the date of grant, on one or more dates and under the conditions to be determined by the Board of Directors, within the limits set by the EVS Corporate Governance Charter. This period will expire in any event no later than ten (10) years from the date of issue of the warrants, in accordance with article 7:69 of the CAC.

Transfer of Warrants 

Non-transferability inter vivos, except in case of (i) prior approval of the Board of Directors or (ii) transfer by a New Beneficiary in the form of a legal entity to its director or controlling shareholder who exercises a professional activity for the benefit of the Company or its subsidiaries.