Convening of Annual General Meeting
Regulated information · Share buyback · Investor relations
Kortrijk, Belgium, 25 March 2025, 07.30 hrs - The notification was published in “Het Belgisch Staatsblad” and in “De Standaard” of 25 March 2025. This notification can also be found below and is available on https://www.barco.com/en/about/corporate-governance
Barco
Naamloze vennootschap te 8500 Kortrijk
President Kennedypark 35
B.T.W.-plichtige - Ondernemingsnummer BE 0473.191.041
Rechtspersonenregister Gent, afdeling Kortrijk
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CONVENING OF THE ANNUAL GENERAL MEETING
The Board of Directors kindly invites the shareholders and the holders of stock options to attend the annual general meeting on Thursday April 24, 2025, at 4:00 pm.
The general meeting will take place at 8500 Kortrijk, Beneluxpark 21. Shareholders who wish to physically attend must register as from 15:30. The registration for the general meeting will be closed at 15:50.
The general meeting is convened with the following agenda and proposals for resolution:
A G E N D A
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.
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. Approval of the remuneration policy and the remuneration report
4.1 Approval of the new remuneration policy
The remuneration policy can be found on the Barco website
https://www.barco.com/en/about/corporate-governance.
Proposal for resolution (2nd vote):
“The general meeting approves the remuneration policy.”
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.”
5 Discharge to the directors
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.”
6 Discharge to the Statutory Auditor
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.”
7 Remuneration of the directors
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.”
8 Reconfirmation of appointment of statutory auditor with regard to assurance of sustainability information
The directive on corporate sustainability reporting was converted into Belgian law by law of 2 December 2024, published in the Belgian Official Gazette on 20 December 2024. This law applies to the financial year that started on 1 January 2024 and provides, among other things, for the assignment of the assurance of sustainability information of the company to either the statutory auditor of the company or another auditor. This new assignment with associated remuneration was already implicitly contained in the resolution of the general meeting of shareholders of 25 April 2024 to reappoint the statutory auditor. In view of the retroactive entry into force of the law, the Board of Directors proposes to reconfirm the assignment of the company's assurance of sustainability information to the statutory auditor.
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."
9 Approval of the financial statements of Barco Solutions BV for the fiscal year ending December 31, 2024 – Distribution of the results - Discharge to the directors and the Statutory Auditor
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.
Proposal for resolution (8th vote):
"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.”
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 Wednesday April 2, 2025, to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk (email: shareholders.meeting@barco.com). The request must be accompanied by (i) the proof of 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 e-mail address to which receipt of the request can be confirmed. If applicable, the company will publish an updated agenda at the latest on Wednesday April 9, 2025.
WRITTEN QUESTIONS
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 annual report or the agenda topics. These questions can be submitted either orally during the meeting or in writing by addressing them not later than Friday April 18, 2025 by letter or e-mail (shareholders.meeting@barco.com) to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk.
REGISTRATION
Only those persons who are shareholders on the registration date (Thursday 10 April 2025 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 ABN AMRO Bank NV via www.abnamro.com/evoting (or in the event of the intervention of a financial intermediary via www.abnamro.com/intermediary) by not later than Friday April 18, 2025 within the office hours.
The shareholders will be admitted to the general meeting based upon the confirmation by ABN AMRO Bank NV to Barco NV of the completion of the registration formalities or upon presentation of a certificate issued by the depositary institution, an authorized accountholder 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 April 18, 2025 by letter addressed to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk, or by e-mail (shareholders.meeting@barco.com) of their intention to attend the meeting and, if applicable, the number of shares they wish to vote with.
Registered shareholders, holders of registered shares and holders of options who wish to attend the meeting remotely must inform the company by e-mail (shareholders.meeting@barco.com) so that the video link can be sent to them.
VOTE BY LETTER 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 (shareholders.meeting@barco.com). 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.
DATA PROTECTION
The company is responsible for the processing of personal data it receives from, or collects about, shareholders, the holders of warrants and stock options issued by the company, and proxy holders in the context of the general meetings. The processing of such data will be carried out for the purpose of the organization and conduct of the general meeting. The data include, amongst others, identification data, the number and type of shares, warrants and stock options issued by the company, proxies and voting instructions. This data may also be transferred to third parties for the purposes of services to the company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with Barco’s privacy policy, available at https://www.barco.com/en/about/trust-center/privacy-policy for more information or complaints regarding the processing of personal data by or on behalf of the company, the company can be contacted by e-mail at dataprotection@barco.com.
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 shareholders.meeting@barco.com.
INTEGRATED ANNUAL REPORT 2024
The 2024 integrated annual report as well as the information required under article 7:129, §3 CCA can be downloaded from the website www.barco.com.
The Board of Directors
About Barco
Barco, headquartered in Kortrijk (Belgium), is a global technology company leading in visualization, networking, and collaboration solutions. Its innovative technologies drive advancements in the healthcare, enterprise, and entertainment markets. At the heart of Barco’s success are over 3,000 dedicated ‘visioneers’, each passionately contributing to driving change through technology.
Listed on Euronext (BAR), Reuters (BARBt.BR), and Bloomberg (BAR BB), Barco realized sales of 947 million euro in 2024. For further insights, please visit www.barco.com, or connect on LinkedIn, YouTube, Instagram, and Facebook.
Barco. Visioneering a bright tomorrow. © 2025
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