Proxy Solicitation & Information Statement • Mar 29, 2022
Proxy Solicitation & Information Statement
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____________________________________________________________________________
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(*) As to individuals: name, first name and address and National ID or Social Security number – As to corporate entities: corporate name, corporate form, registered office and corporate registration number as well as the name and function of the individuals duly signing the power of attorney on behalf of the corporate entities.
Acting (To be completed as applicable)
* as owner of:
shares of BARCO NV
* in the name and for the account of the shareholders whose full identity and the number of Barco NV shares owned by them are stated in the list below and/or in the attached list
| Name | Address | Number of shares |
|---|---|---|
appoints the Company Secretary of Barco NV (with right of substitution) as special proxy (proxy vote), to whom all powers are granted to represent the undersigned at the Annual General Meeting of Shareholders of Barco NV to be held on Thursday, April 28, 2022 at 4:00PM in the offices of the company, Beneluxpark 21, 8500 Kortrijk (Belgium), to participate in all deliberations on behalf of the undersigned and to vote or to refrain with the shares mentioned above regarding the agenda below according to the voting instructions below, to sign minutes and the attendance list, to make all statements, in to set the place and generally do whatever is useful or necessary, even if not off expressly stated in these.
wishes to cast all the votes attached to the shares mentioned above as follows (vote by letter) in respect of the Annual General Meeting of Shareholders of Barco NV with the agenda below to be held on Thursday April 28, 2022 at 4:00 PM at the company's offices, Beneluxpark 21, 8500 Kortrijk (Belgium).
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, 2021
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, 2021 – 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, 2021, including the distribution of the results and the determination of the gross dividend at forty eurocent (0,40 €) per fully paid up share.
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ------- | ----------- | ----------- |
3. Presentation of the consolidated annual accounts for the fiscal year ending December 31, 2021
This agenda item does not require a resolution of the general meeting.
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ------- | ----------- | ----------- |
Proposal for resolution (3rd vote):
The general meeting approves the remuneration report with respect to the fiscal year ending December 31, 2021.
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ------- | ----------- | ----------- |
Proposal for resolution (4th vote):
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, 2021.
Voting instruction:
Proposal for resolution (5th vote):
The general meeting gives discharge to the Statutory Auditor for the execution of its mandate during the fiscal year ending December 31, 2021.
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
Adisys Corporation, permanently represented by Mr. Ashok K. Jain has been a director of the company for almost 10 years. At the request of the Board of Directors, Adisys Corporation performs very sporadic advisory assignments for the company for a limited fee. The Board of Directors opines that these assignments do not compromise the independence of Adisys Corporation. Adisys Corporation has no relationship with the company or an important shareholder thereof. Moreover, in his capacity as director, Adisys Corporation has always demonstrated an independent and critical mindset. The Board of Directors therefore proposes to the general meeting to qualify Adisys Corporation, permanently represented by Mr. Ashok K. Jain as independent director.
The general meeting approves the qualification of Adisys Corporation, permanently represented by Mr. Ashok K. Jain, as independent director as referred to in article 7:87 CCA for the remainder of the directorship.
Voting instruction: FOR AGAINST ABSTAIN
Proposal for resolution (7th vote):
Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the Board of Directors at 1.963.175 euro for the year 2022, of which an amount of 1.600.000 euro will be allocated to the remuneration of the CEOs and the balance amount of 363.175 euro will be apportioned amongst the non-executive members of the Board according to the internal rules.
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ------- | ----------- | ----------- |
In 2022, 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.
The general meeting authorizes the Board of Directors to issue new stock option plans in 2022 within the limits specified hereafter: stock option plan 'Options Barco 14 – Personnel 2022' (maximum 575.000 options).
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ------- | ----------- | ----------- |
The special attorney is authorized to vote over new topics to be discussed which have been added to the agenda:
Yes/No (delete what is not applicable)
If no, special attorney must abstain from voting on the new agenda topics.
In Witness whereof this instrument is signed at ____________________ on __________________________ 2022.
__________________________(*) (*)Date and signature with handwritten "good for proxy" DIRECTIVES FOR COMPLETION OF THE VOTING FORM OR POWER OF ATTORNEY
Shareholders, who wish to vote by letter or wish to be represented, should use the forms which are available at the company's headquarters or can be downloaded from the company's website www.barco.com or the LUMI AGM+ platform. 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.
Forms signed by hand should be delivered in original copy to the company (to the attention of the Legal Department), Beneluxpark 21, 8500 Kortrijk, Belgium company by not later than Wednesday April 27, 2022 within the office hours. Forms signed electronically should be uploaded in the Lumi AGM+platform.
Forms 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 to withdraw its vote by letter or power of attorney and/or replace it with a new letter or power of attorney based upon the updated agenda.
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