EVS Broadcast Equipment : Invitation and proxy (EN)

EVS BROADCAST EQUIPMENT SA Liège Science Park 13, rue Bois St-Jean

B- 4102 Seraing - Belgium Phone. [phone] - Fax [phone] 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

1. 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.
2. 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.
3. 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).
4. 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. "

1. 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
2. 1. 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.
   2. 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.
   3. 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
4. 1. 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.
   2. 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.
   3. 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.
   4. 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.

1. 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

• 1. 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.

1. 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. The Company's email address shall [e-mail].

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".