EVS BROADCAST EQUIPMENT SA - NOTICE CONVENING THE POSTPONED 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

NOTICE CONVENING THE POSTPONED EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 

As the Extraordinary General Meeting of Shareholders of the Company which had been convened on Tuesday May 18, 2021, at 2:30 pm did not meet the required quorum, the Board of Directors calls the shareholders to the postponed Extraordinary Meeting of Shareholders on Monday June 7, 2021, at 2:30 pm, before France Andris, LLM, notary of Bassenge, at the Company’s headquarters at the following address: 13, rue Bois St-Jean, B-4102 Seraing. 

Agenda:

1. Decision to (i) renew the authorisation granted to the Board of Directors to increase the capital within the framework of article 7:198 et seq. of the Belgian Companies and Associations Code, 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 Belgian Companies and Associations Code in which it indicates the specific circumstances in which it may use the authorised capital and the objectives it will pursue in doing so.

b) Proposal to cancel the authorisation granted to the Board of Directors on December 4, 2017, according to the minutes published in the Annexes to the Belgian Official Gazette of January 15, 2018, under number 18010526, subject to the condition precedent of the publication in the Annexes to the Belgian Official Gazette of the new authorisation to be granted by the Extraordinary General Meeting of May 18, 2021 (or, as the case may be, in the event of a postponement of the June 7, 2021) to the Board of Directors to increase the capital in the framework of Article 7:198 of the Belgian Companies and Associations Code. This proposal implies the cancellation of the unused balance of the authorised capital existing on the date of publication in the Annexes to the Belgian Official Gazette of the minutes of the Extraordinary General Meeting, under the same conditions precedent.

c) Resolution to renew, in accordance with article 7:199 of the Belgian Companies and Associations Code, 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 share premium, all other conditions remaining unchanged, for a further period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of the deliberation of May 18, 2021 (or, if applicable, in case of postponement of June 7, 2021).

d) Proposed decision: the general meeting approves the replacement of Article 7 of the Articles of Association with the following text:

“Authorised capital

According to the resolution passed by the extraordinary general meeting of shareholders of May 18, 2021 (or, as the case may be, in case of postponement of June 7, 2021), 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 18, 2021 (or, if applicable, in case of postponement of June 7, 2021) 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 to (i) grant an authorisation to the Board of Directors to increase the capital within the framework of article 7:202 of the Belgian Companies and Associations Code, 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 Belgian Companies and Associations Code in which it indicates the specific circumstances in which it may use the authorised capital and the objectives it will pursue in doing so, set forth above.

b) Proposal to grant the Board of Directors an authorisation to proceed with capital increases in accordance with Article 7:202 of the Belgian Companies and Associations Code, after receipt of the communication from the FSMA that it has received a notice of a public takeover bid for the Company and until the closing of the bid in accordance with the terms and conditions set out below, this resolution to take effect on the date of its adoption and to be valid for a period of three (3) years.

c) Proposed decision: the general meeting approves the addition, in Article 7 of the Articles of Association, before last paragraph, of the following text:

“In accordance with Article 7:202 of the Belgian Companies and Associations Code, the Board of Directors shall be expressly empowered, for a period of three (3) years from the date of the resolution of the extraordinary general meeting of shareholders of May 18, 2021 (or, as the case may be, in case of postponement of June 7, 2021) to increase the capital by contribution in kind or in cash by limiting or cancelling the preferential subscription rights of the shareholders after receipt of the communication from the Financial Services and Markets Authority that it has received a notice of a public takeover bid for the Company and until the closing of the bid, provided that 1) the shares issued in the said capital increase are fully paid up as soon as they are issued; 2) the issue price of these shares is not lower than the offer price; and 3) the number of shares, issued in the said capital increase, does not exceed 10% of the securities. Such capital increases shall be deducted from the remaining capital authorised by this Article.” 

3. Decision (i) to renew the authorisation granted to the Board of Directors to acquire and dispose of the Company’s shares, (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 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) Proposal to cancel the authorisation granted to the Board of Directors on December 4, 2017, according to the minutes published in the Annexes to the Belgian Official Gazette of January 15, 2018, under number 18010526, subject to the condition precedent of the publication in the Annexes to the Belgian Official Gazette of the new authorisation to be granted by the Extraordinary General Meeting of May 18, 2021 (or, if applicable, in case of postponement of June 7, 2021) to the Board of Directors to acquire and dispose of treasury shares.

b) Proposal to renew, in accordance with Articles 7:215, § 1, para. 2 and 7:226 of the Belgian Companies and Associations Code, 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 May 18, 2021 (or, if applicable, in case of postponement of June 7, 2021), an authorisation to the Board of Directors to acquire, on the stock exchange or otherwise, shares in the Company up to a maximum of 20% of the shares issued, 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.

c) Resolution to grant, in accordance with article 7:218, § 1, 4° of the Belgian Companies and Associations Code, to the Board of Directors the authorisation to dispose of own shares to one or more specific persons other than members of staff of the Company or its subsidiaries.

d) Proposal to grant, in accordance with Article 7:215, § 1, paragraph 4 of the Belgian Companies and Associations Code, 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 May 18, 2021 (or, if applicable, in case of postponement of June 7, 2021), to the Board of Directors the authorisation to acquire or dispose of own shares without a prior decision of the General Meeting, when such acquisition is necessary to avoid serious and imminent harm to the Company.

e) Proposed decision: the general meeting approves the replacement of Article 10 of the Articles of Association with 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 18, 2021 (or, if applicable, in case of postponement of June 7, 2021), 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. 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.

4. 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 18, 2021 (or, if applicable, in case of postponement of June 7, 2021), 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. 

5. 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.”

4. Decision to recast the Articles of Association of the Company in order to bring them in line with the Belgian Companies and Associations Code, as introduced by the Law of March 23, 2019 introducing the Belgian Companies and Associations Code and containing various provisions

a) Assuming that all the amendments to the Articles of Association proposed under agenda items 1, 2 and 3 are approved:

Proposal to adopt the following amendments to the Articles of Association of the Company in order to bring them into compliance with the Belgian Companies and Associations Code, as introduced by the Law of March 23, 2019 introducing the Belgian Companies and Associations Code and containing various provisions, and, accordingly:

- Systematically, in the entirety of the French version of the Articles of Association (including in the titles of the related articles and titles of the sections where they are mentioned), replace the words “conseil d’administration”, “siège social”, “dénomination sociale”, “capital social”, “objet social”, “société” (when it is referred to EVS)  and “Code des sociétés” respectively by “Conseil d’Administration”, “siège”, “dénomination”, “capital”, “objet, “Société” and ”Code des sociétés et des associations”.

- Replace the title I by ”Legal form – Name – Registered office – Object – Term”.

- Replace the title and the text of the article 1 by the following title and text: 

Article 1: Name and legal form

The Company shall take the form of a public limited company.

It shall be called “EVS BROADCAST EQUIPMENT”.”

- Replace the title and the text of the article 2 by the following title and text:

“Article 2: Registered office – Email address – Website

2.1 The registered office is established in the Walloon Region.

It may be transferred to any place in the Brussels-Capital Region or in the French-speaking region of Belgium, by simple decision of the Board of Directors, which shall have all powers to have any resulting amendment to the articles of association officially recorded, without this leading to a change in the language of the articles of association.

2.2 The Company may also, by simple decision of the Board of Directors, establish or close administrative offices, agencies, workshops, depots and branches both in Belgium and abroad.

2.3 The Company’s email address shall be corpcom@evs.com.

Its website shall be as follows: www.evs.com

2.4 The Board of Directors may change the Company’s email address and website in accordance with the Code of Companies and Associations.”

- At article 4, add the title “Object”

- At article 5, add the title “Duration”

- At article 6,

- add the title “Capital of the Company”

- at the first paragraph, in fine, replace the words “share capital” by “capital”

- at the paragraph 2, second sentence, delete the words “bearer (until December 15, 2011 at the latest)

- at the paragraph 2, add at the end of the 5th sentence the words, ”, if necessary in electronic form”.

- delete paragraphs 3 and 4.

- At article 8, add the title “Capital increase and reduction - Preferential right in case of subscription in cash” and replace the text of the article by the following text: 

“The capital may be increased or reduced by resolution of the general meeting deliberating as in the case of amendments to the articles of association. Unless the general meeting passes a resolution to the contrary, the Board of Directors shall determine the conditions for the issue of new shares at the time of any capital increase.

In the event of a capital increase, issue of convertible bonds or subscription rights, the shares to be subscribed for in cash, the convertible bonds or the subscription rights must be offered in preference to the shareholders in proportion to the proportion of the capital represented by their shares.

The preferential subscription right may be exercised during a period of at least fifteen days from the opening of the subscription.

The opening of the subscription with preferential subscription rights as well as the period for exercising them shall be determined by the issuing body and shall be brought to the attention of the holders of securities by electronic mail, or, for persons who do not have an electronic address, by ordinary mail, to be sent on the same day as the electronic communications. 

In the event that the capital increase, the issue of convertible bonds or subscription rights is not fully subscribed by virtue of the foregoing, the shareholders who have exercised their preferential subscription rights in full may again subscribe, by preference and in proportion to their respective rights, to the unsubscribed part of the capital increase or issue, until the capital or issue is fully subscribed or no longer exercised by any shareholder.

If the entire capital increase or issue has not been subscribed by virtue of the foregoing, the Board of Directors shall have the power to enter into agreements with any third parties, on such terms as it may determine, in order to ensure the subscription of the entire capital increase or issue. 

In the case of shares subject to beneficial ownership, the preferential subscription right shall belong to the bare owner, unless the bare owner and the beneficial owner agree otherwise. The new shares, convertible bonds or subscription rights which the beneficial owner obtains with their own funds shall belong to them in full ownership.

They shall be obliged to repay the value of the beneficial ownership on the preferential subscription right to the beneficial owner.

If the bare owner does not exercise the preferential subscription right, the beneficial owner may exercise it. The new shares which the beneficial owner obtains with their own funds shall belong to them in full ownership.

They shall be obliged to repay the value of the bare ownership of the preferential subscription right to the bare owner.

However, notwithstanding the foregoing, the general meeting may, in the interest of the Company and under the conditions prescribed by law, limit or cancel the preferential subscription right.

The issue premiums, if any, shall be allocated by the Board of Directors, after deduction of expenses, if any, to an unavailable account which shall constitute a guarantee for third parties on a par with the capital and which, subject to its incorporation into the capital by the Board of Directors as provided for above, may only be reduced or eliminated by a resolution of the general meeting passed in accordance with the conditions laid down in the first paragraph of this Article.”

- At article 9, add the title “Calls for funds“ and replace the text of the article by the following article:

”Subscribers to shares shall commit themselves for the full amount represented by their shares in the capital. The commitment to pay up a share fully shall be unconditional and indivisible, notwithstanding any provision to the contrary.

If a share which is not fully paid up is held jointly by several owners, each of them shall be jointly and severally liable for the payment of the total amount of the instalments called and due.

Where the capital is not fully paid up, the Board of Directors shall have sole discretion to decide on the calls to be made by the shareholders on an equal basis.

Payments on shares not yet fully paid up must be made at the places and on the dates determined by the Board of Directors.

Amounts called up but not paid within eight days of their due date shall bear interest, calculated per day of delay from the due date at the rate applicable to cash advances from the Company’s principal banker.

The Board of Directors may also, after a formal notice served by registered letter which has remained unheeded for one month, declare the shareholder’s forfeiture and sell the shares on which the payments called for have not been made, the other shareholders having the same preferential right in this respect as in the case of a capital increase. The net proceeds of the sale shall be applied in the first instance to the benefit of the Company against the principal and interest owed to it by the defaulting shareholder, without prejudice to the right of the Company to claim from them the balance due as well as any damages and interest.

The surplus, if any, shall be remitted to the defaulting shareholder if they are not otherwise indebted to the Company.

The Board of Directors may authorise the shareholders to grant the Company advances of funds up to the amount paid up and not yet called up of their shares; in this case, it shall determine the conditions under which the advance payments shall be permitted.”

- At article 11, add the title “Declaration of substantial holdings”

- At article 12, add the title “Bonds” and delete the paragraph 4.

- Replace the title of Title III by “Administration and representation”.

- At article 13, add the title ”Composition of the Board of Directors”.

- At article 14, add the title ”Vacancies”.

- At article 15, add the title “Convocation of the Board of Directors” and replace the text of the article by the following text:

The Board of Directors shall be convened by the chairman or, if the chairman is impeded, by the vice-chairman or, in the absence of the vice-chairman, by another director designated by their colleagues, whenever the interests of the Company so require, and within five days of a request to that effect from two directors.

The convocation containing the agenda shall be served in writing, at the latest five days before the meeting, except in a case of emergency. In the latter case, the nature of the emergency and the reasons for it shall be indicated in the convocation to the meeting or in the minutes of the meeting.

The meeting shall be held at the place indicated in the convocation to the meeting or, in the absence of such indication, at the registered office.

- At article 16, add the title “Deliberations of the Board of Directors - Minutes of the meeting of the Board of Directors” and replace the text of the article by the following text: 

The Board of Directors may only act if the majority of its members are present or represented. If this condition is not met, the Board of Directors must be reconvened. The Board may then validly deliberate, regardless of the number of directors present or represented.

Its decisions shall be taken by a majority of those voting. If equal numbers of votes are cast, then the chairman (or their substitute) shall have the casting vote.

Any director may give a mandate in writing, or by any other means of communication having a material support, to one of their colleagues to represent them at a given meeting of the Board and to vote there on their behalf.

In this case, the mandator shall be deemed to be present. However, no director may represent more than one of their colleagues.

If a legal entity is appointed as director, it shall appoint a natural person to be its permanent representative, through the intervention of whom it shall perform the duties of director.

In this respect, third parties may not require proof of powers, the simple indication of the capacity of permanent representative of the legal entity being sufficient.

Decisions of the Board of Directors may be taken by unanimous consent of the directors expressed in writing. 

The decisions of the Board of Directors shall be recorded in minutes signed by the chairman of the meeting and by the directors who so wish.

Those minutes shall be recorded in a special register.

The minutes, as well as the extracts of the minutes of the meeting of the Board of Directors to be provided in court or elsewhere, shall be signed by the person or persons having power of representation.

- At article 17, add the title “Advisory committees”.

- At article 18, add the title ”Powers of the Board of Directors” and replace the terms ”, except those reserved by law to the General Meeting” by ” , with the exception of those reserved by law or the articles of association to the general meeting”.

- At article 19, replace the title by “Everyday management”.

- Before article 21, add a new title IV “Supervision of the Company”, and renumber the Titles of the Articles of Association accordingly.

- At article 21, add the title “Supervision”.

- At article 22,

o add the title “Holding and convocation”.

o replace the paragraph 1 by the following text:

1. The properly constituted general meeting shall represent all the shareholders.

It shall have the powers determined by the law and these articles of association.

The ordinary general meeting shall be held annually on the third Tuesday in May at eleven o’clock. If that day is a Sunday or a legal holiday, the meeting shall be held on the next working day at the same time.

Extraordinary general meetings must also be convened by the Board of Directors and, if applicable, the auditor, whenever the interests of the Company so require or at the request of shareholders representing one tenth of the capital. In the latter case, the shareholders shall indicate their request and the items to be included in the agenda. 

Ordinary, special and extraordinary general meetings shall be held at the registered office of the Company or at the place indicated in the convocation to the meeting.

o Replace the paragraph 2, al. 1 and 2, by the following text: “Unless otherwise provided by law, the convocation to the general meeting shall include the legal notices and shall be published at least thirty days before the date of the meeting in accordance with the Code of Companies and Associations.

o At the paragraph 3, replace “533ter of the Companies Code” and “533, §2, of the Companies Code” by respectively the articles “7:130 of the Companies and Association Code” and “7:128 of the Companies and Association Code”.

- At article 23,

o Add the title “Admission to the general meeting

o At the paragraph 1, delete in the first alinea the words “or by depositing the shares in bearer form with a financial intermediary (until December 15, 2011)”, and replace the alineas 2, 3 and 4 of this paragraph by the following text: 

Owners of dematerialised shares wishing to participate in the meeting must provide the Company, or the person it has appointed for this purpose, with a certificate issued by their financial intermediary or approved account keeper certifying the number of dematerialised shares registered in the name of the shareholder in its accounts on the registration date, and for which the shareholder has declared their wish to participate in the general meeting at the latest on the sixth day before the date of the meeting, through the Company’s e-mail address or the specific e-mail address indicated in the notice of meeting, if necessary by sending a proxy.

Owners of registered shares wishing to participate in the meeting must notify the Company, or any person appointed by the Company for that purpose, of their intention to attend the meeting no later than the sixth day before the date of the meeting, via the Company’s e-mail address or the specific e-mail address indicated in the notice of convocation, if applicable by sending a proxy.”

- At article 24, add the title “Representation at the general meeting” and replace the text as follows:

Any shareholder may be represented at the general meeting by a proxy, whether a shareholder or not.

Spouses have the power to represent each other.

The proxy must be given in writing or in electronic form, must be signed by the shareholder (or, if the shareholder is not the ultimate beneficial owner, by the ultimate beneficial owner), if applicable in the form of an electronic signature in accordance with applicable Belgian law, and must be received by the Company at the latest on the sixth day prior to the meeting via the Company’s e-mail address or the specific e-mail address indicated in the notice of convocation. Any proxy not signed by the ultimate beneficial owner shall be considered invalid.

The shareholder may appoint only one person as proxy for a given general meeting, except as provided by the Code of Companies and Associations.

The Board of Directors may determine the proxy form.”

- Add a new article 25 as follows and renumber the Articles of Association accordingly:

Article 25: Remote voting prior to the general meeting

1. Upon authorisation given by the Board of Directors in its notice of convocation, shareholders shall be allowed to vote remotely prior to the general meeting, by correspondence or via the company’s website, by means of a form prepared and made available by the Company.

2. This form must include the date and place of the meeting, the name or company name of the shareholder and their domicile or registered office, the number of votes the shareholder wishes to cast at the general meeting, the form of the shares held, the items on the agenda of the meeting (including the proposed resolutions), a space for voting for or against each of the resolutions, or for abstaining, as well as the deadline by which the voting form must reach the Company. It shall expressly state that the voting form must be signed and must reach the Company no later than the sixth day before the date of the meeting.

When votes are cast electronically, an electronic confirmation of receipt of the votes shall be sent to the person or entity who or which voted.

3. After the general meeting, the shareholder or a third party designated by the shareholder may, within three months from the date of the vote, request confirmation that their vote has been validly recorded and taken into account by the Company, unless this information is already available.

- At article 26 (former article 25), add the title “Composition of the executive” and replace the last sentence of the article by the following text:

Extracts from the minutes to be issued to third parties shall be signed by the person or persons having power of representation.

- Delete the former article 26, add the new articles and titles of the articles 27 to 30 as follows and renumber the Articles of Association accordingly:

Article 27: Deliberation

The general meeting may not deliberate on items which are not on the agenda, unless all the shareholders are present and unanimously decide to deliberate on new items, as well as when exceptional circumstances unknown at the time of convocation require a decision in the interest of the Company.

Article 28: General meeting by written procedure

The shareholders may unanimously pass in writing all resolutions which fall within the power of the general meeting with the exception of an amendment to the articles of association.

Article 29: Remote participation 

The Board of Directors may provide for the possibility for the holders of shares, convertible bonds, subscription rights or certificates issued in collaboration with the Company, as well as the directors and the auditor, to participate remotely in the general meeting via an electronic communication medium made available by the Company in accordance with the Code of Companies and Associations. Shareholders who or which participate in the general meeting by this means shall be deemed to be present at the place where the general meeting is held for the purpose of meeting the quorum and majority requirements.

Article 30: Right to vote

1. At the general meeting, each share shall entitle the holder to one vote, subject to the legal provisions governing non-voting shares and the cases of suspension of voting rights provided for in the Code of Companies and Associations or any other applicable legislation.

2. Except in cases provided for by law or these articles of association, resolutions shall be passed by a majority of votes, irrespective of the number of shares represented at the general meeting, without taking abstentions into account.

3. If more than one person has rights in rem in respect of the same share, the exercise of the voting right shall be suspended until one person has been designated as the holder of the right to vote. 

In the event of dismemberment of the ownership of a share between beneficial and bare ownership, the voting right shall be exercised by the beneficial owner.

- At the article 31 (former article 28), replace at the last sentence the word “receipt” by “receipt”. 

- Replace the title of the Title VI (former Title V) by “Financial year – Annual financial statements – Allocation of profits”

- At article 32 (former article 29),

o Add the title “Financial year – Annual financial statements

o Replace at the Alinea 1 the term “December” by the terms “(31) December of each year”

- At the article 33 (former article 30), add the title “Allocation of profits” and at the last sentence , replace the words “of the current financial year” by the words “to be distributed from the results of the financial year”.

- Replace the articles of the Title VII (former Title VI) by the following articles 34, 35 and 36:

Article 34: Appointment of the liquidators

In the event of dissolution of the Company for any reason and at any time, the liquidation shall be carried out by the liquidator or liquidators appointed by the general meeting.

If more than one liquidator is appointed, the general meeting shall resolve whether they shall represent the Company alone, jointly or collectively.

The general meeting shall determine the remuneration of the liquidators.

In the absence of appointment by the general meeting, the liquidation shall be carried out by the Board of Directors in office, which may act as a college of liquidators. 

Article 35: Powers of the liquidators

The liquidators shall be competent to carry out all operations provided for by law unless the general meeting resolves otherwise by a majority of votes.

Article 36: Mode of liquidation

After payment of all debts, charges and liquidation expenses, or after deposit of the amounts necessary for this purpose, the liquidators shall distribute the net assets, in cash or securities, among the shareholders in proportion to the number of shares they hold.

Any assets remaining in kind shall be distributed in the same way.

If all the shares are not equally paid up, the liquidators must restore the balance before proceeding to the aforesaid distribution, by putting all the shares on an absolutely equal footing, either by additional calls for funds to be paid up by the shares which are insufficiently paid up, or by prior reimbursement, in cash or in securities, to the benefit of the shares which are paid up in a higher proportion.”

- Replace the former article 33 of the Title VIII (former Title VII) by the following articles 37, 38, 39 and 40:

Article 37: Disputes

For all disputes relating to the affairs of the Company between the Company, its shareholders, directors, managing directors, permanent representatives, directors, former directors, former managing directors, former permanent representatives, former directors and/or liquidators, as well as for all disputes between the aforementioned persons themselves, the Courts with competence for the Company’s registered office shall have exclusive jurisdiction, unless the Company expressly waives it.

Article 38: Communication

Shareholders, holders of securities issued by the Company, directors and the auditor may provide the Company with an e-mail address for the purpose of communicating with the Company. The Company may use that address until the person concerned informs it of another address or of their wish to stop communicating by e-mail. The Company shall communicate by ordinary mail with persons for whom it does not have an e-mail address, at their domicile as indicated in the register of registered shares. 

Article 39: Election of domicile

Any shareholder, director, auditor or liquidator domiciled abroad must elect domicile in Belgium for the execution of the articles of association and all relations with the Company, otherwise they shall be deemed to have elected domicile at the registered office of the Company, where all communications, summonses, writs and notifications may be validly served on them.

In the event of a change of domicile, the shareholder or bondholder must notify the Company in writing of their new domicile, otherwise they shall be deemed to have elected domicile at their former domicile.

This provision shall apply by analogy in the event of the death of a shareholder or bondholder.

Article 40: Application of the Code of Companies and Associations 

The provisions of the Code of Companies and Associations which are not lawfully departed from shall be deemed to be incorporated in these articles of association and any clauses contrary to the mandatory provisions of the Code shall be deemed not to be written.

b) Assuming that not all of the amendments to the Articles of Association proposed under agenda items 1, 2 and 3 are approved:

Proposal to approve the amended Articles of Association as set out in point 4.1, with the exception of the article(s) whose amendment(s) has (have) not been approved in accordance with agenda items 1, 2 and/or 3, and, in this case, to maintain the current article(s) of the Articles of Association corresponding to the article(s) whose amendment(s) has (have) not been approved, subject to the following amendments in those articles: replacement of the words “Companies Code” with the words “Companies and Associations Code” and updating of the reference articles, of the words “share capital” with “capital”, and potential adaptation of the article numbers.

5. 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 Extraordinary General Meeting. The general meeting gives the mission to the undersigned Notary, acting alone, to draw up and sign the coordination of the Articles of Association, and to ensure its filing in the Company’s file.

The agenda is identical to that of the first Extraordinary Meeting of Shareholders of May 18, 2021. The Extraordinary Meeting of Shareholders will decide regardless of the portion of the capital represented by shareholders. Resolutions 1, 2, 3 and 4 on the agenda require a three-quarters majority vote of the votes cast at the Extraordinary General Meeting to be adopted; the other resolutions of this Extraordinary General Meeting do not require any particular quorum and require a simple majority of the votes cast at the Extraordinary General Meeting to be adopted. 

Practical arrangements for attending the General Meeting

Measures to limit the spread of COVID-19 

In view of the health situation, the Company strongly recommends its shareholders to avoid any risk related to the spread of Covid-19 and, therefore, not to attend the Extraordinary General Meeting in person. The Company therefore invites its shareholders to exercise their rights at the Extraordinary General Meeting 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. 

Formalities for admission

In order to attend and to vote at the Extraordinary General Meeting, shareholders are kindly requested to comply with Article 7:134, §2 of the Belgian Companies and Associations Code as well as Article 23, §1 of the Company’s Articles of Association: 

l The owners of dematerialized shares must submit a certificate drawn up by an accredited account holder or clearing institution

o Attesting to the accounting registration of the shares in the name of the shareholders in the accounts of the accredited account holder or clearing institution as at May 24, 2021 at 12 (twelve) o’clock midnight, Belgian time (registration date), 

o Indicating their intention to attend the Extraordinary General Meeting as well as the number of shares for which they intend to take part in the voting (accompanied by a power of attorney where appropriate), 

o And have this certificate reach the Company’s registered office by June 1, 2021 at the latest (by registered letter with acknowledgement of receipt or by e-mail (corpcom@evs.com) with acknowledgement of receipt or to the counter of an ING branch in Belgium (ING – Issuer Services – 60 Cours Saint Michel, 1040 Brussels  +32 2 547 68 02 –
be-lfm.coa.spa@ing.be)).

l The owners of registered shares must be entered in the Company’s register of registered shares as at May 24, 2021 at 12 (twelve) o’clock midnight, Belgian time (registration date), and must indicate their intention to attend the General Meeting as well as the number of shares for which they intend to take part in the voting (accompanied by a power of attorney where appropriate) by June 1, 2021 by sending a registered letter with acknowledgement of receipt to the Company’s registered office or by e-mail (corpcom@evs.com) with acknowledgement of receipt. 

l Holders of subscription rights may attend the General Meetings upon simple verification of their identity with regard to entries in the register of subscription rights, but they may only attend the General Meeting without taking part in the voting. 

Right to ask questions

Pursuant to Article 7:139 of the Belgian Companies and Associations Code, shareholders who have complied with the aforementioned formalities for admission have the right to submit written questions to the Directors and/or the Auditor relating to items on the agenda as soon as this notice convening the meeting is published before the Extraordinary General Meeting. 

These questions will be sent by registered letter with acknowledgement of receipt for the attention of Serge VAN HERCK, CEO or by e-mail (corpcom@evs.com) with acknowledgement of receipt. They must reach the Company by June 1, 2021 at the latest. 

The Board of Directors will answer these questions in writing on the Company’s website at the latest on the day of the General Meeting before the vote. 

Voting by proxy

Shareholders who have fulfilled the afore-described formalities for admission may be represented by proxy using the form of power of attorney established by the Company. 

In view of the health situation, the Company strongly recommends its shareholders to avoid any risk related to the spread of Covid-19 and, therefore, not to attend the Extraordinary General Meeting in person. The Company therefore invites its shareholders to appoint as proxy either the Company or one of its representatives, namely Nicolas Bayers, residing at Tongersveldstraat 21, 3700 Tongeren.

The power of attorney must be given in writing or in electronic form, and must be signed by the shareholder, either in handwritten form or by an electronic signature process in accordance with applicable Belgian law.

The signed power of attorney must reach the Company no later than June 1, 2021, by e-mail (corpcom@evs.com) if signed by electronic signature, or by registered letter sent to the Company’s registered office for the attention of Serge VAN HERCK, CEO. Any power of attorney not signed by the ultimate beneficial owner will be considered invalid. 

Provision of documents 

This convening notice and the other documents relating to the Extraordinary General Meeting, including the power of attorney form and a version of the Articles of Association showing the proposed statutory changes are available on the Company’s website www.evs.com. They may also be obtained by writing to EVS Broadcast Equipment SA, Corporate Relations, Liege Science Park, 13 Rue du Bois Saint-Jean, B-4102 Seraing or by e-mail to corpcom@evs.com.

Adaptation of these arrangements

These arrangements may be adapted in line with the development of the situation and measures to be taken by the Government. Any such change will be indicated on the Company’s website. 

The Board of Directors