AGM Information • Feb 21, 2024
AGM Information
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Kortrijk, Belgium, 21 February 2024, 07.30 hrs - The Board of Directors kindly invites the shareholders and the holders of stock options to attend at 8500 Kortrijk, Beneluxpark 21,
If the required attendance quorum for the first extraordinary general meeting (a representation of at least 50% of the capital) is not met, Barco will publish a notice on its website on Thursday 21 March 2024 so that registered shareholders do not have to travel unnecessarily. In this case, a new invitation for a second extraordinary general meeting, together with the invitation for the Ordinary General Meeting on Thursday 25 April 2024, will be sent.
Naamloze vennootschap te 8500 Kortrijk President Kennedypark 35 B.T.W.-plichtige - Ondernemingsnummer BE 0473.191.041 Rechtspersonenregister Gent, afdeling Kortrijk
Proposal of resolution (1st vote):
The Board of Directors is authorized, subject to the applicable legal conditions, 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%).
P 1 / 4
Presentation and review of the special report of the board of directors prepared in accordance with section 7:199 of the Code of companies and associations (CCA), in which the special circumstances under which the authorized capital can be used, and the purposes pursued hereby are laid down.
Proposal of resolution (2nd vote):
"The board of directors is authorized to increase the capital of the Company in one or more steps with an amount not to exceed fifty percent (50%) of the capital. A maximum of ten percent (10%) of the capital can hereby be used for capital increases with suspension of the preferential right of existing shareholders or for contributions in kind for other purposes than the distribution of an optional dividend.
The board of directors can use this authorization for a period of five years from the publication of the change of the by-laws decided by the extra-ordinary meeting of shareholders of 22 March 2024(*).
The capital increases which may be implemented pursuant to this authorization in accordance with the terms to be decided by the board of directors such as, among others, a contribution in cash or in kind with the limits set by the CCA, incorporation of reserves or share premiums, with or without issuance of new shares with or without voting rights or by issuance of subordinated convertible notes, or by issuance of warrants or of notes to which warrants or other rights may be attached, or other instruments, such as shares in the frame of a share option plan.
These authorizations can be renewed in accordance with the applicable regulations.
In the interest of the company, the board of directors can, within the limits and in accordance with the conditions prescribed by the CCA, limit or suspend the preferential right of shareholders, when the capital increase occurs within the limits of the capital authorized pursuant to this article This limit or suspension can also apply to the benefit of one or more persons, which may or may not be employees of the company or its subsidiaries.
If, pursuant to a capital increase decided by the board of directors or following the conversion of notes or the exercise of warrants or other similar rights, a share premium is paid, it will not be considered for the calculation of the use of the authorized capital.
The mandate authorized capital cannot be used as a defensive mechanism against a public take-over bid.
The board of directors has the authority, with the possibility to delegate, after every capital increase realized within the limits of the authorized capital, to update the by-laws with the new status of capital and shares."
Consequently, the general meeting decides, as of the publication of this decision in the Annexes to the Belgian Official Gazette, to replace the words "29 April 2021" with the words "22 March 2024"* in the second paragraph of Article 6 of the by-laws and to delete the last paragraph of the said article.
(*) If at the extra-ordinary general meeting of 22 March 2024 the required quorum to deliberate and decide validly is not met, the date of "22 March 2024" must be read as "25 April 2024".
For the avoidance of doubt, if the proposed resolution is not adopted, the existing authorization to increase the capital will continue to apply.
One or more shareholders jointly owning at least 3% of the company's 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 Thursday February 29, 2024 to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk (e-mail: [email protected]). The request must be accompanied by (i) the proof of the ownership of the required stake in the company's 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 e-mail address to which receipt of the request can be confirmed. If applicable, the company will publish an updated agenda at the latest on Thursday March 7, 2024.
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 agenda topics. These questions can be submitted either orally during the meeting or in writing by addressing them not later than Friday March
15, 2024 by letter or e-mail ([email protected]) to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk.
Only those persons who are shareholders on the registration date (Friday 8 March 2024 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 Thursday March 21, 2024 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 accountholder 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 options must inform the company by not later than Friday March 15, 2024 by letter addressed to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk, or by e-mail ([email protected]) of their intention to attend the meeting and, if applicable, the number of shares they wish to vote with.
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 accountholders 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 Thursday March 21, 2024 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.
The company is responsible for the processing of personal data it receives from, or collects about, shareholders, the holders of stock options issued by the company, and proxy holders in the context of the general meetings. The processing of such data will be carried out for the purpose of the organization and conduct of the general meeting. The data include, amongst others, identification data, the number and type of shares and stock options issued by the company, proxies and voting instructions. This data may also be
transferred to third parties for the purposes of services to the company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with Barco's privacy policy, available at https://www.barco.com/en/about/trust-center/privacy-policy. For more information or complaints regarding the processing of personal data by or on behalf of the company, the company can be contacted by e-mail at [email protected].
Barco may photograph and make film recordings during the extraordinary general meeting, in order to market Barco and to support future events. Barco can process your image for this. If you do not wish to be photographed or taped, please inform the company hereof via e-mail at [email protected].
The Board of Directors
Kurt Verheggen, Company Secretary +32 56 26 22 45 or [email protected]
Tuesday 23 April Trading update 1Q24 Thursday 17 October Trading update 3Q24
Thursday 25 April Annual general shareholders meeting Wednesday 17 July Announcement results 1H24
More information? Please visit our webpage https://www.barco.com/en/about/investors
Barco is a global company with headquarters in Kortrijk (Belgium). Our visualization and collaboration technology helps professionals accelerate innovation in the healthcare and enterprise and entertainment markets. We count over 3,300 visioneers, whose passion for technology is captured in over 900 unique patents.
Barco is a listed company (Euronext: BAR; Reuters: BARBt.BR; Bloomberg: BAR BB) and realized sales of 1,050 million euro in 2023.
Interested to connect? www.barco.com or on X (@Barco), LinkedIn (Barco), YouTube (BarcoTV), Instagram (barco_nv) and Facebook (Barco).
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