* the first extraordinary general meeting to be held on Friday, March 26, 2021 at 2 p.m., and, if at this meeting the quorum required to deliberate and decide validly is not met,
* the second extraordinary general meeting on Thursday, April 29, 2021 at 3.45 p.m., each with the following agenda containing the following proposals of decision.
If the required attendance quorum for the first extraordinary general meeting (a representation of at least 50% of the capital) is not met, Barco will publish a notice on its website on Thursday 25 March 2021 so that registered shareholders do not have to travel unnecessarily. In this case, a new invitation for a second extraordinary general meeting, together with the invitation for the Ordinary General Meeting on Thursday 29 April 2021, will be sent.
Naamloze vennootschap te 8500 Kortrijk
President Kennedypark 35
B.T.W.-plichtige - Ondernemingsnummer BE 0473.191.041
Rechtspersonenregister Gent, afdeling Kortrijk
IMPORTANT NOTICE TO THE SHAREHOLDERS
In light of the coronavirus COVID-19 outbreak, it is uncertain if the measures imposed by the Belgian government, like the prohibition on gathering, will still be in force on 26 March 2021, date of the first extraordinary general meeting.
If so, and in order to preserve the health of the individual shareholders, the employees, and the directors of the company, the Board of Directors urges the individual shareholders not to physically attend the shareholders meetings.
The individual shareholders are requested to:
- give a power of attorney with their voting instructions to the secretary of the company;
- exercise their right to ask questions in writing as further described here below.
The Board of Directors will also enable the shareholders to attend the shareholders meetings from a distance and to exercise their right to ask questions, using Barco’s weConnect technology. The practical arrangements hereto will be published on Barco’s website.
Presentation and review of the special report of the board of directors prepared in accordance with section 7:199 of the Code of companies and associations (CCA), in which the special circumstances under which the authorized capital can be used, and the purposes pursued hereby are laid down.
2. Authorization to the board of directors to increase the issued capital
Proposal of resolution (1st vote):
"The board of directors is authorized, under the conditions and within the limits of the provisions laid down in the CCA and pursuant to the aforesaid report in accordance with section 7:199 WVV, to increase the capital of the Company in one or more steps with an amount not to exceed thirty percent (30%) of the capital. A maximum of ten percent (10%) of the capital can hereby be used for capital increases with suspension of the preferential right of existing shareholders or for contributions in kind for other purposes than the distribution of an optional dividend.
The board of directors can use this authorization for a period of five years from the publication of the change of the by-laws decided by the extra-ordinary meeting of shareholders of 26 March 2021(*).
The capital increases which may be implemented pursuant to this authorization in accordance with the terms to be decided by the board of directors such as, among others, a contribution in cash or in kind with the limits set by the CCA, incorporation of reserves or share premiums, with or without issuance of new shares with or without voting rights or by issuance of subordinated convertible notes, or by issuance of warrants or of notes to which warrants or other rights may be attached, or other instruments, such as shares in the frame of a share option plan.
These authorizations can be renewed in accordance with the applicable regulations.
In the interest of the company, the board of directors can, within the limits and in accordance with the conditions prescribed by the CCA, limit or suspend the preferential right of shareholders, when the capital increase occurs with the limits of the capital authorized pursuant to this article This limit or suspension can also apply to the benefit of one or more persons, which may or may not be employees of the company or its subsidiaries.
If, pursuant to a capital increase decided by the board of directors or following the conversion of notes or the exercise of warrants or other similar rights, a share premium is paid, it will not be considered for the calculation of the use of the authorized capital.
The mandate authorized capital cannot be used as a defensive mechanism against a public take-over bid.
The board of directors has the authority, with the possibility to delegate, after every capital increase realized within the limits of the authorized capital, to update the by-laws with the new status of capital and shares."
(*) If at the extra-ordinary general meeting of 26 March 2021 the required quorum to deliberate and decide validly is not met, the date of “26 March 2021” must be read as “29 April 2021”.
ADDITION OF AGENDA TOPICS
One or more shareholders jointly owning at least 3% of the company’s capital may add topics for discussion to the agenda and submit proposals for resolution with respect to topics listed or to be added on the agenda.
Shareholders must address their request hereto no later than Thursday March 4, 2021 to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk (email: email@example.com). Their request must be accompanied by (i) the proof of the ownership of the required stake in the company’s capital, (ii) the text of the topics to be discussed and the proposals of resolution related thereto, or the text of the proposals of resolution to be added to the agenda, and (iii) a postal or email address to which receipt of the request can be confirmed. If applicable, the company will publish an updated agenda at the latest on Thursday March 11, 2021.
Each shareholder who has completed the below formalities for attending the general meeting, can submit questions to the Directors or the Statutory Auditor with respect to the agenda topics. These questions can be submitted either orally during the meeting or in writing by addressing them not later than Friday March 19, 2021 by letter or e-mail (firstname.lastname@example.org) to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk.
Only those persons who are shareholders on the registration date (Friday 12 March 2021 at midnight (24:00 hrs) have the right to attend and vote at the general meeting.
The owners of dematerialized shares must register the shares with which they wish to vote at the general meeting at the latest on the registration date.
The evidence of the completion of the registration formalities shall be provided by the shareholder or its financial institution to ING Bank by not later than Thursday March 25, 2021 within the office hours.
The shareholders will be admitted to the general meeting based upon the confirmation by ING Bank to Barco NV of the completion of the registration formalities or upon presentation of a certificate issued by the company, the depositary institution or an authorized account-holder or the clearing institute confirming that the registration has occurred at the latest on the registration date.
The HOLDERS OF REGISTERED SHARES, as well as the holders of options must inform the company by not later than Friday March 19, 2021 by letter addressed to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk, or by e-mail (email@example.com) of their intention to attend the meeting and, if applicable, the number of shares they wish to vote with.
POWERS OF ATTORNEY
Shareholders, who wish to be represented, should use the power of attorney form which 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 account-holders 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.
Powers of attorney should be delivered in original copy by not later than Thursday March 25, 2021 within the office hours to the company (to the attention of the Legal Department), Beneluxpark 21, 8500 Kortrijk, Belgium.
Powers of attorney 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 of the principal to withdraw its power of attorney and/or replace it with a new power of attorney based upon the updated agenda.
Barco may photograph and make film recordings during the extraordinary general meeting, in order to market Barco and to support future events. Barco can process your image for this. If you do not wish to be photographed or taped, please inform the company hereof via email at firstname.lastname@example.org.
The Board of Directors