Barco NV

Audit Report / Information • Mar 25, 2011

Ernst & Young Bedrijfsrevisoren Reviseurs d'Entreprises Moutstraat 54 B - 9000 Gent Tel: +32 (0)9 242 51 11 Fax: +32 (0) 9 242 51 51 www.ey.com/be

Report of the Statutory Auditor relating to the issue of warrants "Options Barco 04 - Executive Managers 2011" with suppression of the preference right in accordance with articles 596 and 598 of the Company Code

Barco NV

April 2011

TRANSLATION FOR CONVENIENCE PURPOSE ONLY - THE DUTCH TEXT HAS PRIORITY

Burgerlijke vennootschap die de rechtsvorm van een coöperatieve vennootschap met beperkte aansprakelijkheid heeft aangenomen Société civile ayant emprunté la forme d'une société coopérative à responsabilité limitée

RPR Brussel - RPM Bruxelles - B.T.W. - T.V.A. BE 0446.334.711 Bank - Fortis - Banque 210-0905900-69

Table of Content

Page

	Assignment
$\mathbf{2}$	Contemplated transaction
3	Impact of the proposed issue on the status of the existing shareholders	6
5	Conclusion

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This report is prepared relating to the issue of warrants (stock options) with suppression of the preference right in accordance with articles 596 and 598 of the Code of Companies by Barco NV, and is solely for the purpose of this report and for your information, and is not to be used for any other purpose or to be distributed to any other parties.

Assignment $\mathbf{1}$

In accordance with articles 596 and 598 of the Code of Companies, the undersigned, Ernst & Young Bedrijfsrevisoren BCVBA, represented by Mrs. Lieve Cornelis and Mr. Jan De Luyck, were requested to prepare a report with respect to the proposed issue of warrants "Options" Barco 04 - Executive Managers 2011" with suppression of the preference right of the current shareholders and holders of warrants in favor the executive managers of Barco NV ("the Company").

Article 596 of the Company Code provides that:

"The general meeting, which is called to deliberate and decide on (...) the issue of warrants may lift or restrict the preferential right to the benefit of the company, provided such decision is taken with the attendance quorum and majority required for a amendment of the articles of association. The proposal for such decision must be expressly mentioned in the convening notice.

The board of directors must motivate its proposal in a detailed report in particular regarding the exercise price and the financial impact of the transaction on the shareholders. A report is prepared by the statutory auditor (...). Such report shall represent that the financial and accounting data contained in the report of the board of directors are correct and sufficient to inform the general meeting called to vote on the proposal...."

Article 598 of the Company Code provides that:

"Where the right of first option to purchase (preferential right) is limited or done away with in favour of one or more identified persons that are not employees of the company or of one of the company's subsidiaries, the identity of the beneficiary or the identities of the beneficiaries of the limitation or cancellation of the right of first option to purchase shall be disclosed not only in the report drawn up by the board of directors but also in the summonses. In addition, the issuing price, in relation to listed companies, may not amount to less than the average figure of the prices that obtained during the thirty days that preceded the start of the issuing. (...) The board of directors' reports shall disclose the impact of the proposed issuing with regard to the existing shareholder and more specifically on his shares in the profits and net worth. A statutory auditor (...) shall express a detailed opinion on the computation and justification of the issuing price."

ELI FRNST & YOUNG

$\overline{z}$ The contemplated transaction

2.1 General

The proposal set forth in the special report of the Board of Directors of Barco NV and the agenda of the Extraordinary General Meeting of April 28, 2011 and June 8, 2011 (in case at the meeting of April 28, 2011 the guorum required to deliberate and decide validly is not met) relates to the issue of 15.000 warrants "Options Barco 04 - Executive Managers 2011" which entitles to the subscription of a same number of existing shares of Barco NV.

The conditions of issue of these warrants (stock options) "Options Barco 04 - Executive Managers 2011" are set forth in the Stock-option Plan which provides in the granting of 15.000 warrants to the executive managers of the Company.

The warrants (stock options) granted may as a rule be exercised at the earliest as of the fourth calendar year following the year in which the offer was made. In accordance with the Stock-option Plan warrants may be exercised at least 3 times a year, i.e. as from 15 May up to and including 15 June, as from 1 August up to and including 15 September and as from 1 November up to and including 15 December, unless additional exercise periods are provided for by the Committee. This Committee is established in accordance with Article 9 of the Stock-option Plan.

The term of a warrant is determined in the Stock-option Plan and shall be effective during a period of maximum 5 years.

The justification of the transaction is motivated in the special report of the Board of Directors made-up in this respect.

The description of all conditions and modalities of the issue are contained in the Stock-option Plan "Options Barco 04 - Executive Managers 2011" which is attached to the special report of the Board of Directors.

The Board of Directors indicates in her report that the required procedures in accordance with article 523 of the Code of Companies have been observed.

In accordance with article 598 the identity of the beneficiary of the cancellation of the right of first option to purchase has been disclosed in the special report of the Board of Directors.

The issue price and exercise price are specified below.

2.2 Issue price

As set forth in the special report of the Board of Directors the warrants are granted to the beneficiary for free.

2.3 Exercise price

In its special report, prepared in accordance with article 583 of the Company Code, the Board of Directors mentions the exercise price of the warrants as determined in the Stock-option Plan "Options Barco 04 - Executive Managers 2011".

Each warrant "Options Barco 04 - Executive Managers 2011" entitles to acquire one existing share of Barco NV with suppression of the preference right of the current shareholders and holders of warrants (stock options), for an exercise price equal to the lower of:

• the average closing price of the share as traded on the Euronext Brussels stock $(i)$ exchange during thirty calendar days preceding the date of the offer of the warrants (stock-options), or
• (ii) the final closing price of the share as traded on the Euronext Brussels stock exchange on the last trading day preceding the date of the offer of the warrants (stock-options).

3 Impact of the proposed issue on the status of the existing shareholders

The impact of the proposed Stock-option Plan "Options Barco 04 - Executive Managers 2011" on the status of the existing shareholders, in particular related to their share in the share capital and the profit, is described in the special report of the Board of Directors dated April 2011 in accordance with articles 596 and 598 of the Code of Companies.

The exercise of the warrants (stock options) offered under the Stock-option Plan "Options" Barco 04 - Executive Managers 2011" will have a minimal financial impact for the shareholders since the warrants (stock options) are exchanged for existing shares and not for newly created shares. Therefore the exercise of the warrants (stock options) will result neither in an increase of the share capital of the Company nor in further dilution of the existing shares.

4 Conclusion

We considered the special report of the Board of Directors prepared in accordance with articles 596 and 598 of the Company Code relating to the contemplated issue of warrants (stock options) "Options Barco 04 - Executive Managers 2011" as well as the convening notice of the Extraordinary General meeting in accordance with article 533 of the Code of Companies. Our assignment mainly related to the review of the coherence of the information included in the special report of the Board of Directors with the information available within the scope of our assignment.

The financial and accounting data contained in the special report of the Board of Directors are correct and sufficient to inform the general meeting to vote on the proposed issuance of warrants.

Gent, 21 April 2011

Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor represented by

Lieve Cornelis Partner

Jan De Luyck Partner

Ref. 11LC0140