CONVENING OF EXTRAORDINARY GENERAL MEETINGS
Since at the extraordinary general meeting of March 22, 2019 the quorum required to validly deliberate and decide was not met, the Board of Directors kindly invites the shareholders, the holders of warrants and stock options to attend at 8500 Kortrijk, Beneluxpark 21, the second extraordinary general meeting on Thursday, April 25, 2019 at 3.45 p.m., with the following agenda containing the following proposals of decision:
A G E N D A
1. Authorization to acquire and alienate own shares
Proposal of resolution:
The Board of Directors is authorized to acquire the maximum permissible amount of own shares over a period of five (5) years for a price of not less than one euro (€ 1.00) and not more than the average closing price of the share over the previous thirty (30) calendar days prior to the transaction, increased by fifteen percent (15%), and to alienate own shares, and this for a price of not less than the average closing price of the share over the previous thirty ( 30) calendar days prior to the transaction, decreased by ten percent (10%), and not more than the average closing price of the share over the previous thirty (30) calendar days prior to the transaction increased by ten percent (10%).
CONVENING OF THE ANNUAL GENERAL MEETING
The Board of Directors kindly invites the shareholders, the holders of warrants and stock options to attend the annual general meeting at 8500 Kortrijk, Beneluxpark 21, on Thursday April 25, 2019 at 4:00 pm.
You are kindly requested to present yourself for registration at the latest at 3:30 pm. The registration for the general meeting will be closed at 3:50 pm.The general meeting is convened with the following agenda and proposals for resolution:
A G E N D A
1. Presentation and discussion of the annual report of the Board of Directors, including the corporate governance statement, and the report of the Statutory Auditor on (i) the annual accounts of Barco NV and (ii) the consolidated annual accounts for the fiscal year ending December 31, 2018.
This agenda item does not require a resolution of the general meeting.
2. Approval of the annual accounts of Barco NV for the fiscal year ending December 31, 2018 – Distribution of the results – Dividend.
Proposal for resolution (1st vote):
The general meeting approves the annual accounts of Barco NV for the fiscal year ending December 31, 2018, including the distribution of the results and the determination of the gross dividend at 2 euro and 30 eurocent (2,30€) per fully paid up share.
3. Presentation of the consolidated annual accounts for the fiscal year ending December 31, 2018.
This agenda item does not require a resolution of the general meeting.
4. Approval of the remuneration report.
Proposal for resolution (2nd vote):
The general meeting approves the remuneration report with respect to the fiscal year ending December 31, 2018.
5. Discharge to the directors.
Proposal for resolution (3rd vote):
The general meeting gives discharge to each one of the directors, including the directors whose mandate expired in 2018, for the execution of his or her mandate during the fiscal year ending December 31, 2018.
6. Discharge to the Statutory Auditor.
Proposal for resolution (4th vote):
The general meeting gives discharge to the Statutory Auditor for the execution of its mandate during the fiscal year ending December 31, 2018.
7. Remuneration of the directors.
Proposal for resolution (5th vote):
Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the entire Board of Directors at 2.267.835 euro for the year 2019, of which an amount of 1.755.410 euro will be allocated to the remuneration of the CEO and the balance amount of 512.425 euro will be apportioned amongst the non-executive members of the Board according to the internal rules.
8. Remuneration of the Statutory Auditor.
The annual remuneration of PricewaterhouseCoopers Bedrijfsrevisoren cvba (B00009) is set at 169.000 euro (including expenses and excluding VAT). This fee includes the audit of the statutory annual accounts, the consolidated annual accounts and the assessment of the half-yearly figures.
Proposal for resolution (6th vote):
The general meeting approves the remuneration of the Statutary Auditor for 169.000 euro per year (including expenses and excluding VAT).
9. Approval stock option plans 2019.
In 2019, the Board of Directors intends to issue new stock option plans in line with the terms of the previous stock option plans and therefor asks the authorization of the general meeting in accordance with the Corporate Governance Code 2009.
Proposal for resolution (7th vote):
The general meeting authorizes the Board of Directors to issue new stock option plans in 2019 within the limits specified hereafter: stock option plan ‘Options Barco 12 – CEO 2019’ (maximum 30.000 options), stock option plan ‘Options Barco 12 – Personnel 2019’ (maximum 50.000 options).
ADDITION OF AGENDA TOPICS
One or more shareholders jointly owning at least 3% of the company’s share capital may add topics for discussion to the agenda and submit proposals for resolution with respect to topics listed or to be added on the agenda. Shareholders must address their request hereto no later than Wednesday April 3, 2019 to Barco NV, Legal Department, Beneluxpark 21 at 8500 Kortrijk (email: firstname.lastname@example.org). Their request must be accompanied by (i) the proof of the ownership of the required stake in the company’s share capital, (ii) the text of the topics to be discussed and the proposals of resolution related thereto, or the text of the proposals of resolution to be added to the agenda, and (iii) a postal or email address to which receipt of the request can be confirmed. If applicable, the company will publish an updated agenda at the latest on Wednesday April 10, 2019.
Each shareholder who has completed the below formalities for attending the general meeting, can submit questions to the Directors or the Statutory Auditor with respect to the annual report or the agenda topics. These questions can be submitted either orally during the meeting or in writing by addressing them not later than Friday April 19, 2019 by letter or e-mail (email@example.com) to Barco NV, Legal Department, Beneluxpark 21 at 8500 Kortrijk.
Only those persons who are shareholders on the registration date (Thursday 11 April 2019 at midnight (24:00 hrs) have the right to attend and vote at the general meeting.
The owners of dematerialized shares must register the shares with which they wish to vote at the general meeting at the latest on the registration date.
The evidence of the completion of the registration formalities shall be provided by the shareholder or its financial institution to ING Bank by not later than Wednesday April 24, 2019 within the office hours.
The shareholders will be admitted to the general meeting based upon the confirmation by ING Bank to Barco NV of the completion of the registration formalities or upon presentation of a certificate issued by the company, the depositary institution or an authorized account-holder or the clearing institute confirming that the registration has occurred at the latest on the registration date.
The HOLDERS OF REGISTERED SHARES, as well as the holders of warrants and options must inform the company by not later than Friday April 19, 2019 by letter addressed to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk, or by e-mail (firstname.lastname@example.org) of their intention to attend the meeting and, if applicable, the number of shares they wish to vote with.
POWERS OF ATTORNEY
Shareholders, who wish to be represented, should use the power of attorney form which is available at the company’s headquarters or can be downloaded from the company's website www.barco.com. No other forms will be accepted.
Collective proxies, proxies by substitution, or proxies granted by financial institutions, trusts, fund managers or account-holders in the name and for the account of several shareholders have to specify: the identity of each individual shareholder, the identity of the proxy holder(s) and, for each individual shareholder, the number of shares the proxy holder will be voting with.
Powers of attorney should be delivered in original copy by not later than Wednesday April 24, 2019 within the office hours to the company (to the attention of the Legal Department), Beneluxpark 21, 8500 Kortrijk, Belgium.
Powers of attorney submitted to the company prior to the publication of an updated agenda (see above under “Addition of agenda topics”), if applicable, shall remain valid with respect to those topics of the agenda to which they relate, without prejudice to the right of the principal to withdraw its power of attorney and/or replace it with a new power of attorney based upon the updated agenda.
ANNUAL REPORT 2018
The 2018 annual report as well as the information required under article 533bis, §1, 5° Company Code are available free of charge at the company’s headquarters or can be downloaded from the company's website https://www.barco.com/corporate-governance.
The Board of Directors
Barco designs technology to enable bright outcomes around the world. Seeing beyond the image, we develop visualization and collaboration solutions to help you work together, share insights, and wow audiences. Our focus is on three core markets: Enterprise (from meeting and control rooms to corporate spaces), Healthcare (from the radiology department to the operating room), and Entertainment (from movie theaters to live events and attractions). In 2018, we realized sales of 1.028 billion euro. We have a global team of 3,600 employees, whose passion for technology is captured in 400 granted patents.
For more information, visit us on www.barco.com, follow us on Twitter (@Barco), LinkedIn (Barco), YouTube (BarcoTV), or like us on Facebook (Barco).
© Copyright 2019 by Barco