The notification was published in “Het Belgisch Staatsblad” and in “De Tijd” of 19 February 2013. This notification can also be found below and is available on http://www.barco.com/en/investors.
Limited liability company at 8500 Kortrijk,
President Kennedypark 35
RCE Kortrijk with enterprise number 0473.191.041
CONVENING OF EXTRAORDINARY GENERAL MEETINGS
The board of directors kindly invites the holders of shares, bonds, warrants and stock options to attend in the Customer Center at 8520 Kuurne, Noordlaan 5,
* the first extraordinary general meeting to be held on March 22, 2013 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 April 25, 2013 at 3 p.m.,
each with the following agenda containing the following proposals of decision:
A G E N D A
1. Authorisation to alienate own shares
Proposal of resolution (1st vote):
The board of directors is authorized to alienate own shares in accordance with article 622, §2, section 1 of the Company Code in the frame of stock option plans issued or to be issued by the company and its subsidiaries under the conditions set forth therein.
2. Amendment of the articles of association
Proposal of decision (2d vote):
Resolution to replace title IV Acquisition and alienation of own shares and the text of the articles of association pertaining thereto by the following text:
“TITEL IV: ALIENATION OF OWN SHARES
Article 14: Alienation of own shares
The board of directors is authorized to alienate own shares in accordance with article 622, §2, section 2, 1° of the Company Code.”
ADDITION OF AGENDA TOPICS
One or more shareholders who jointly own at least 3% of the company’s share 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 February 28, 2013 to Barco NV, Legal Department, President Kennedypark 35 at 8500 Kortrijk (fax: +32-56-26.22.97) (email: firstname.lastname@example.org). Their request must be accompanied by (i) the proof of the ownership of the required stake in the company’s share, 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 7, 2013.
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 15, 2013 by letter, fax (+32-56-26.22.97) or e-mail (email@example.com) to Barco NV, Legal Department, President Kennedypark 35 at 8500 Kortrijk.
Only those persons who are shareholders on the registration date (Friday March 8, 2013 at midnight, 24:00 hrs) have the right to attend and vote at the general meeting.
The owners of BEARER SHARES, who did not yet have their bearer shares converted into dematerialized titles, must submit their shares at the latest on the registration date to their financial intermediary.
The owners of DEMATERIALIZED SHARES must register the shares with which they wish to vote at the general meeting shares 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 21, 2013 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 shares (including nominative shares), warrants, bonds or certificates issued in collaboration with Barco NV, must inform the company by not later than Friday March 15, 2013 by letter, by fax (+32-56-26.22.97) or e-mail (firstname.lastname@example.org) addressed to Barco NV, Legal Department, President Kennedypark 35, 8500 Kortrijk of their intention to attend the meeting and, if applicable, the number of shares they wish to vote with.
For a smooth registration, the shareholders are kindly requested to arrive at least 15 minutes prior to the commencement of the meeting.
POWERS OF ATTORNEY
Shareholders, who wish to be represented, should use the power of attorney form which is available at the company’s seat 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 21, 2013 within the office hours to the company's registered office (to the attention of the Legal Department), President Kennedypark 35, 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.
The Board of Directors
Barco, a global technology company, designs and develops visualization products for a variety of selected professional markets. Barco has its own facilities for Sales & Marketing, Customer Support, R&D and Manufacturing in Europe, North America and Asia Pacific. Barco (NYSE Euronext Brussels: BAR) is active in more than 90 countries with more than 3,900 employees worldwide. Barco posted sales of 1.156 billion euro in 2012.
© Copyright 2013 by Barco