* the first extraordinary general meeting to be held on Friday, March 22, 2019 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 25, 2019 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 share capital) is not met, Barco will publish a notice on its website on Thursday 21 March 2019 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 25 April 2019, will be sent.
The notification was published in “Het Belgisch Staatsblad” and in “De Standaard” of 20 February 2019. This notification can also be found below and is available on https://www.barco.com/en/about-barco/corporate-governance
Limited liability company at 8500 Kortrijk
President Kennedypark 35
RCE Kortrijk with enterprise number 0473.191.041
A G E N D A
1. Authorization to acquire and alienate own shares
Proposal of resolution:
The Board of Directors is authorized to acquire the maximum permissible amount of own shares over a period of five (5) years for a price of not less than one euro (€ 1.00) and not more than the average closing price of the share over the previous thirty (30) calendar days prior to the transaction, increased by fifteen percent (15%), and to alienate own shares, and this for a price of not less than the average closing price of the share over the previous thirty ( 30) calendar days prior to the transaction, decreased by ten percent (10%), and not more than the average closing price of the share over the previous thirty (30) calendar days prior to the transaction increased by ten percent (10%).
ADDITION OF AGENDA TOPICS
One or more shareholders jointly owning 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, 2019 to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk (email: [email protected]). 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, 2019.
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, 2019 by letter or e-mail ([email protected]) to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk.
Only those persons who are shareholders on the registration date (Friday 8 March 2019 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 21, 2019 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 warrants and options must inform the company by not later than Friday March 15, 2019 by letter addressed to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk, or by e-mail ([email protected]) 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 21, 2019 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.
The Board of Directors
Barco designs technology to enable bright outcomes around the world. Seeing beyond the image, we develop visualization and collaboration solutions to help you work together, share insights, and wow audiences. Our focus is on three core markets: Enterprise (from meeting and control rooms to corporate spaces), Healthcare (from the radiology department to the operating room), and Entertainment (from movie theaters to live events and attractions). In 2018, we realized sales of 1.028 billion euro. We have a global team of 3,600 employees, whose passion for technology is captured in 400 granted patents.
For more information, visit us on www.barco.com, follow us on Twitter (@Barco), LinkedIn (Barco), YouTube (BarcoTV), or like us on Facebook (Barco).
© Copyright 2019 by Barco