Proxy Solicitation & Information Statement • Mar 25, 2025
Proxy Solicitation & Information Statement
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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 24, 2025 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 24, 2025 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 sustainability statements, and the report of the Statutory Auditor on the annual accounts of Barco NV, the consolidated annual accounts for the fiscal year ending December 31, 2024, and the assurance report on the sustainability information.
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, 2024 – 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, 2024, including the distribution of the results and the determination of the gross dividend at fifty-one eurocent (€ 0.51) per fully paid-up share."
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
3. Presentation of the consolidated annual accounts for the fiscal year ending December 31, 2024
This agenda item does not require a resolution of the general meeting.
4.1 Approval of the new remuneration policy Proposal for resolution (2nd vote): "The general meeting approves the remuneration policy."
Voting instruction:
|--|
4.2 Approval of the remuneration report
Proposal for resolution (3rd vote):
"The general meeting approves the remuneration report with respect to the fiscal year ending December 31, 2024."
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, 2024."
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ------- | ----------- | ----------- |
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, 2024."
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ------- | ----------- | ----------- |
Proposal for resolution (6th vote): "Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the non-executive Directors at € 687,925 for the year 2025, to be apportioned according to the internal rules."
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
Proposal for resolution (7th round of voting):
"On the recommendation of the works council and on the proposal of the audit committee, the general meeting reconfirms the mandate of 'assurance' of the company's sustainability information, including that as of 31 December 2024, to PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, for a term of three years. In accordance with Article 3:60 §2 of the CCA, this company appoints Mieke Van Leeuwe BV, for the exercise of the mandate, permanently represented by Mieke Van Leeuwe, auditor. The assignment will expire after the general meeting that must approve the annual accounts as per 31 December 2026.
The remuneration for this mission amounts to €70,000 per year (plus VAT, travel expenses, bank confirmation costs and IBR contribution) subject to annual adjustments depending on the evolution of the consumer price index and is included in the total amount of €400,000 approved by the General Meeting of Shareholders on 25 April 2024."
Voting instruction:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
By authentic deed which shall be executed on 28 March 2025, and subsequently filed at the registry of the register of legal entities of the Ghent Enterprise Court, Kortrijk division, Barco NV will acquire all the shares of its subsidiary Barco Solutions BV and by way of a transaction equivalent to merger by acquisition, the entire assets, both rights and obligations, of Barco Solutions BV will be transferred to Barco NV.
In accordance with Article 12:58 of the CCA, the general meeting of the acquiring company must approve the annual accounts of the acquired company and decide on the discharge to the management and supervisory bodies of the acquired company.
"Subject to the merger between Barco Solutions BV and Barco NV, the general meeting approves the annual accounts of Barco Solutions BV for the financial year ended 31 December 2024, including the addition of the negative result of € 1,135,916 to the loss to be carried forward, and grants discharge to each of the directors and to the auditor for the assignment fulfilled during the financial year ended December 31, 2024."
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:
If no, special attorney must abstain from voting on the new agenda topics.
| In | Witness | whereof | this | instrument | is | signed | at | ________ | on |
|---|---|---|---|---|---|---|---|---|---|
| ________ 2025. |
__________________________(*) (*)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 form that 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.
The form should be delivered in original copy to the company (to the attention of the Legal Department), Beneluxpark 21, 8500 Kortrijk. The electronically signed forms must be sent by email ([email protected]). The forms must reach the company by not later than Wednesday April 23, 2025, within the office hours.
An electronic proxy is also available for the shareholders who registered via the ABN AMRO Bank NV platform (www.abnamro.com/evoting). This proxy must be received by ABN AMRO Bank NV no later than Friday 18 April 2025.
Powers of attorney submitted to the company or to ABN AMRO Bank NV 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.
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