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 17, 2022, at 12:00 pm did not meet the required quorum, the Board of Directors calls the shareholders to the postponed Extraordinary Meeting of Shareholders on Tuesday June 7, 2022, at 12:00 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 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.

b) 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;

c) 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).

d) 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.”

e) 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).

f) 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.

Pledging of Warrants

Requires prior approval of the Board of Directors.

Rights conferred by the Warrants

Each Warrant entitles the holder to one new share or one treasury share, at the discretion of the Board of Directors. The granted shares, new or existing (treasury), will have the same rights as the existing shares.

Issue of new shares following the exercise of Warrants

In the event of an issue of new shares following the exercise of Warrants, the Company will issue them as soon as possible, taking into account the necessary administrative formalities. The Board of Directors or two directors authorized for this purpose shall confirm the resulting capital increase before a notary public, in accordance with the CAC. 
The Company shall arrange for the new shares subscribed for as a result of the exercise of Warrants to be admitted to the market on which its shares are traded at the time of issue.

Right to dividends

Each share subscribed or acquired following the exercise of a Warrant will entitle its holder to the dividend declared after the date of allocation of the share.

Granting terms

The Board of Directors may determine the conditions for granting, retaining and exercising the Warrants, either by issuing new shares or by granting existing shares (treasury shares).

Changes in the Company's capital structure

Notwithstanding Article 7:71 of the CAC, the Company can take all decisions it deems necessary within the framework of its capital or its articles of association, such as capital increases or reductions, the incorporation of reserves into the capital accompanied by the allocation of free shares, the creation of convertible bonds, bonds with Warrants, other Warrants or options the distribution of dividends in the form of securities or the modification of the representation of the capital, as well as all decisions modifying the provisions governing the distribution of profits or liquidation surpluses, even if these decisions could have the effect of reducing the benefits granted to the Warrantholders, unless such decisions clearly have such a reduction as their exclusive objective.
In the event of a merger or demerger of the Company, the Warrants not exercised at the date of such transaction, as well as the exercise price of such Warrants, will be modified in accordance with the exchange ratio applied to the existing shares of the Company in the context of such merger or demerger. In the event of a stock split or consolidation of the Company's shares, the number of shares to be received upon exercise of the Warrants will be adjusted accordingly to such stock split or consolidation.
In the event the Company carries out a capital increase by way of a contribution in cash before the final date foreseen for the exercise of the Warrants, the Warrantholders will not have the option to exercise their subscription right in advance in order to possibly participate in the new issue as shareholders, to the extent that this right belongs to the existing shareholders.

Powers to be conferred on two directors jointly to: 

- specify (and, if necessary, have it recorded in a notarial deed) the exact number of Warrants to be issued, the final subscription price of the shares, the subscription periods, the terms and conditions for adapting the rights of the warrants in the event of transactions on the capital; 

- have the completion of successive capital increases and the resulting amendments to the Articles of Association recorded in a notarial deed; 

- execute the resolutions to be taken on the foregoing matters; 

- for the above purposes, conclude all agreements and, in general, do whatever is necessary. 

4. 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 17, 2022. The Extraordinary Meeting of Shareholders will decide regardless of the portion of the capital represented by shareholders. In order to be adopted, the proposed agenda of this Extraordinary General Meeting requires a majority vote of three quarters of the votes cast at the General Meeting, except for resolution 4, which requires 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 still sensitive 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 to the Extraordinary General Meeting via electronic communication as offered by Article 7:137 of the CAC. 

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 CAC as well as article 23, §1 of the Company’s Articles of Association: 

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, 2022 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 1st, 2022 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)).

The owners of registered shares must be entered in the Company’s register of registered shares as at May 24, 2022 at 12 (twelve) o’clock midnight, Belgian time (registration date), and must indicate 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) by June 1st, 2022 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. 

Holders of subscription rights may attend the Extraordinary General Meeting upon simple verification of their identity with regard to entries in the register of subscription rights, but they may only attend the 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 1st, 2022 at the latest. 

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 still delicate health situation, the Company 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 1st, 2022, 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 is available on the Company’s website www.evs.com as from May 20, 2022. The other documents relating to the Extraordinary General Meeting, including the various reports and the power of attorney forms are available on the Company’s website www.evs.com since April 15, 2022. 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