AGM Information • Apr 26, 2018
AGM Information
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RCE Gent, division Kortrijk with enterprise number 0473.191.041 V.A.T.-liable
Number of present and represented shares: 7.045.840
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, 2017.
The general meeting approves the annual accounts of Barco NV for the fiscal year ending December 31, 2017, including the distribution of the results and the determination of the gross dividend at 2 euro and 10 eurocents (2,10€) per fully paid up share.
The proposal of decision, as stated in the meeting notice has been approved with 7.045.839 votes (or 100%) for, 0 votes (or 0%) against and no abstains (1st voting round).
The total number of shares for which votes have been casted amounts to 7.045.839 (53,9% of the total amount of shares).
The general meeting approves the remuneration report with respect to the fiscal year ending December 31, 2017.
The proposal of decision, as stated in the meeting notice has been approved with 6.582.990 votes (or 95%) for, 344.518 votes (or 5%) against and 118.130 abstains (2nd voting round).
The total number of shares for which votes have been casted amounts to 6.927.508 (53% of the total amount of shares).
The general meeting gives discharge to each one of the directors for the execution of his or her mandate during the fiscal year ending December 31, 2017.
The proposal of decision, as stated in the meeting notice has been approved with 7.045.839 votes (or 100%) for, 0 votes (or 0%) against and no abstains (3rd voting round).
The total number of shares for which votes have been casted amounts to 7.045.839 (53,9% of the total amount of shares).
The general meeting gives discharge to the Statutory Auditor for the execution of its mandate during the fiscal year ending December 31, 2017.
The proposal of decision, as stated in the meeting notice has been approved with 7.045.639 votes (or 100%) for, 0 votes (or 0%) against and no abstains (4th voting round).
The total number of shares for which votes have been casted amounts to 7.045.639 (53,9% of the total amount of shares).
7.1 Determination of the number of directors
The general meeting sets the number of directors at seven (7) directors.
The proposal of decision, as stated in the meeting notice has been approved with 7.023.312 votes (or 99,7%) for, 22.326 votes (or 0,3%) against and 200 abstains (5th voting round).
The total number of shares for which votes have been casted amounts to 7.045.638 (53,9% of the total amount of shares).
The general meeting re-appoints Mr. Luc Missorten as director for a period of three (3) years from the closing of this general meeting until the closing of the ordinary general meeting of 2021.
The proposal of decision, as stated in the meeting notice has been approved with 4.343.242 votes (or 61,6%) for, 2.702.597 votes (or 38,4%) against and no abstains (6th voting round).
The total number of shares for which votes have been casted amounts to 7.045.839 (53,9% of the total amount of shares).
The general meeting re-appoints Mrs. Hilde Laga as independent director as defined in article 524§4 Company Code for a period of three (3) years from the closing of this general meeting until the closing of the ordinary general meeting of 2021.
The proposal of decision, as stated in the meeting notice has been approved with 6.997.883 votes (or 99,3%) for, 47.956 votes (or 0,7%) against and no abstains (7th voting round).
The total number of shares for which votes have been casted amounts to 7.045.839 (53,9% of the total amount of shares).
Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the entire Board of Directors at 2.236.060 euro for the year 2018, of which an amount of 1.755.410 euro will be allocated to the remuneration of the CEO and the balance amount of 480.650 euro will be apportioned amongst the non-executive members of the Board according to the internal rules.
The proposal of decision, as stated in the meeting notice has been approved with 7.045.639 votes (or 100%) for, 0 votes (or 0%) against and no abstains (8th voting round).
The total number of shares for which votes have been casted amounts to 7.045.639 (53,9% of the total amount of shares).
The general meeting authorizes the Board of Directors to issue new stock option plans in 2018 within the limits specified hereafter: stock option plan 'Options Barco 11 – CEO 2018' (maximum 30.000 options), stock option plan 'Options Barco 11 – Personnel Europe 2018' and stock option plan 'Options Barco 11 – Foreign Personnel 2018' (maximum 85.000 options, to be divided over both plans by the Board of Directors).
The proposal of decision, as stated in the meeting notice has been approved with 6.111.523 votes (or 86,7%) for, 934.116 votes (or 13,3%) against and no abstains (9th voting round).
The total number of shares for which votes have been casted amounts to 7.045.639 (53,9% of the total amount of shares).
The general meeting appoints as statutory auditor for a period of three years the civil company which has taken the form of a cooperative company with limited liability PricewaterhouseCoopers Bedrijfsrevisoren (B00009), with registered office at 1932 Sint-Stevens-Woluwe, Woluwedal 18, and administrative office in 9000 Gent, Sluisweg 1 bus 8, which in accordance with article 132 Company Code appoints as representatives Mr. Peter Opsomer (A01838), auditor, and Mrs. Lien Winne (A02202), auditor, who are charged with the exercise of the mandate. The mandate expires after the general meeting of shareholders that has to approve the annual accounts as at 31 December 2020.
The proposal of decision, as stated in the meeting notice has been approved with 7.045.839 votes (or 100%) for, 0 votes (or 0%) against and no abstains (10th voting round).
The total number of shares for which votes have been casted amounts to 7.045.839 (53,9% of the total amount of shares).
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