AGM Information • Apr 29, 2021
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: 46.342.926
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, 2020
The general meeting approves the annual accounts of Barco NV for the fiscal year ending December 31, 2020, including the distribution of the results and the determination of the gross dividend at 0,378 euro (0,378 €) per fully paid up share.
The proposal of decision, as stated in the meeting notice has been approved with 44.846.235 (or 97%) for, 1.452.436 votes (or 3 % rounded) against and 44.255 (or 0% rounded) abstains (1st voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% of the total amount of shares).
The General Meeting also takes note of the possibility for shareholders to have this dividend paid out in shares of the company and of the special report of the board of directors and the report of the statutory auditor.
4.1 Approval of the remuneration policy
The general meeting approves the remuneration policy.
The proposal of decision, as stated in the meeting notice has been approved with 30.558.997 votes (or 66%) for, 14.760.633 votes (or 32%) against and 1.023.296 (or 2%) abstains (2nd voting round).
Barco nv | Beneluxpark 21 | B-8500 Kortrijk | Belgium Registered office: President Kennedypark 35 | B-8500 Kortrijk | Belgium IBAN BE49 3850 5234 2071 BBRUBEBB | VAT BE 0473.191.041 | RPR Gent, Section Kortrijk www.barco.com
The total number of shares for which votes have been casted amounts to 46.342.926 (51% of the total amount of shares).
4.2 Approval of the remuneration report
The general meeting approves the remuneration report with respect to the fiscal year ending December 31, 2020.
The proposal of decision, as stated in the meeting notice has been approved with 41.924.109 votes (or 90%) for, 3.573.092 votes (or 8%) against and 845.725 (or 2%) abstains (3rd voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% 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, 2020.
The proposal of decision, as stated in the meeting notice has been approved with 43.667.929 votes (or 94%) for, 1.889.172 votes (or 4%) against and 785.825 (or 2%) abstains (4th voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% 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, 2020.
The proposal of decision, as stated in the meeting notice has been approved with 46.016.091 votes (or 99%) for, 326.835 votes (or 1%) against and no (or 0%) abstains (5th voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% of the total amount of shares).
The Board of Directors requests the general meeting to acknowledge that the mandate of Mrs. Hilde Laga expires at the end of this annual general meeting. Her mandate is renewable.
The general meeting re-appoints Mrs. Hilde Laga as independent director as defined in art. 7:87 CCA for a period of three (3) years from the closing of this general meeting until the closing of the ordinary general meeting of 2024.
The proposal of decision, as stated in the meeting notice has been approved with 39.128.452 votes (or 84%) for, 7.214.474 votes (or 16%) against and no (or 0% rounded) abstains (6th voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% of the total amount of shares).
The general meeting appoints Mrs. Lieve Creten as dependent director as defined in art. 7:87 CCA for a period of three (3) years from the closing of this general meeting until the closing of the ordinary general meeting of 2024.
The proposal of decision, as stated in the meeting notice has been approved with 36.197.709 votes (or 78%) for, 9.967.646 votes (or 22%) against and 177.571 (or 0% rounded) abstains (7th voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% 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 2.144.575 euro for the year 2021, of which an amount of 1.650.000 euro will be allocated to the remuneration of the CEO and the balance amount of 494.575 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 42.711.877 votes (or 92%) for, 3.378.128 votes (or 7%) against and 252.921 (or 1%) abstains (8th voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% of the total amount of shares).
The general meeting re-appoints BV PwC Bedrijfsrevisoren, with registered office at 1932 Sint-Stevens-Woluwe, Woluwedal 18, and administrative office in 9000 Gent, Sluisweg 1 bus 8, as statutory auditor for a term of three years. This company has appointed Mr. Peter Opsomer (A01838), auditor, as representative who is authorized to represent it and who is charged with exercising the mandate in the name and on behalf of the BV. The mandate expires after the general meeting of shareholders that has to approve the annual accounts as at December 31, 2023.
The fee for this assignment amounts to EUR 172,972 per year (including expenses and excluding VAT) and includes the audit of the statutory annual accounts, the consolidated annual accounts and the assessment of the half-year figures.
The proposal of decision, as stated in the meeting notice has been approved with 41.035.850 votes (or 89%) for, 5.247.241 votes (or 11%) against and 59.835 (or 0% rounded) abstains (9th voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% of the total amount of shares).
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The general meeting authorizes the Board of Directors to issue new stock option plans in 2021 within the limits specified hereafter: stock option plan 'Options Barco 14 – CEO 2021' (maximum 245.000 options) and stock option plan 'Options Barco 14 – Personnel 2021' (maximum 300.000 options).
The proposal of decision, as stated in the meeting notice has been approved with 43.392.200 votes (or 94%) for, 2.950.726 votes (or 6%) against and no (or 0%) abstains (10th voting round).
The total number of shares for which votes have been casted amounts to 46.342.926 (51% of the total amount of shares).
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