Naamloze vennootschap te 8500 Kortrijk
President Kennedypark 35
B.T.W.-plichtige - Ondernemingsnummer BE 0473.191.041
Rechtspersonenregister Gent, afdeling Kortrijk
The Board of Directors kindly invites the shareholders and the holders of stock options to attend the annual general meeting on Thursday April 28, 2022 at 4:00 pm.
As a leading technology company, the company wishes to provide the shareholders with all available facilities to participate herein and to exercise their shareholder rights.
The company therefore organizes a hybrid meeting that the shareholders can attend physically or remotely, using the Lumi AGM+ platform (https://lumiagm.com/) in combination with Barco's weConnect technology. Shareholders can also vote remotely prior to the meeting. They may also be represented by a proxy holder at the general meeting. The practical modalities are described in more detail below.
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. Shareholders who wish to attend the meeting remotely must ensure that their device and internet connection are adequate and timely log in into the Lumi AGM+ and Barco weConnect application before the start of the meeting.
In light of the corona pandemic, the Board of Directors requests the shareholders to strictly comply with the COVID measures, such as a mouth mask obligation, the presentation of a 'Covid Safe Ticket' or a ban on gatherings, possibly in force on 28 April 2022, and, if necessary, not to physically attend the meeting.
The general meeting is convened with the following agenda and proposals for resolution:
A G E N D A
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, 2021.
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, 2021.
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, 2021.
Qualification as independent director
Adisys Corporation, permanently represented by Mr. Ashok K. Jain has been a director of the company for almost 10 years. At the request of the Board of Directors, Adisys Corporation performs very sporadic advisory assignments for the company for a limited fee. The Board of Directors opines that these assignments do not compromise the independence of Adisys Corporation. Adisys Corporation has no relationship with the company or an important shareholder thereof. Moreover, in his capacity as director, Adisys Corporation has always demonstrated an independent and critical mindset. The Board of Directors therefore proposes to the general meeting to qualify Adisys Corporation, permanently represented by Mr. Ashok K. Jain as independent director.
Proposal for resolution (6th vote):
The general meeting approves the qualification of Adisys Corporation, permanently represented by Mr. Ashok K. Jain, as independent director as referred to in article 7:87 CCA for the remainder of the directorship.
Remuneration of the directors
Proposal for resolution (7th vote):
Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the Board of Directors at 1.963.175 euro for the year 2022, of which an amount of 1.600.000 euro will be allocated to the remuneration of the CEOs and the balance amount of 363.175 euro will be apportioned amongst the non-executive members of the Board according to the internal rules.
Approval stock option plans 2022
In 2022, the Board of Directors intends to issue new stock option plans in line with the terms of the previous stock option plans and therefor asks the authorization of the general meeting.
Proposal for resolution (8th vote):
The general meeting authorizes the Board of Directors to issue new stock option plans in 2022 within the limits specified hereafter: stock option plan ‘Options Barco 14 – Personnel 2022’ (maximum 575.000 options).
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 6, 2022 to Barco NV, Legal Department, Beneluxpark 21 at 8500 Kortrijk (email: [email protected]). The 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 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 13, 2022.
Lumi AGM+ Platform
Shareholders can use the Lumi AGM+ platform to complete the formalities for registering for and participating in the general meeting, delivering the certificate of registration, asking questions as well as voting remotely, by proxy, or during the hybrid meeting, in combination with Barco's weConnect technology. The practical modalities are described on the website of Lumi (https://lumiagm.com/) and Barco (https://www.barco.com/en/about/corporate-governance#shareholder-meetings).
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 22, 2022 by letter or e-mail ([email protected]) to Barco NV, Legal Department, Beneluxpark 21 at 8500 Kortrijk.
Only those persons who are shareholders on the registration date (Thursday 14 April 2022 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. Registration can be done via either the LUMI AGM+ platform or the financial institution with which these shares are held.
In case of registration via the financial institution, 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 Wednesday April 27, 2022 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 depositary institution, an authorized accountholder, the clearing institute or delivered directly via the Lumi AGM+ platform, which shows 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 22, 2022 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.
VOTE BY LETTER OR POWER OF ATTORNEY
Shareholders, who wish to vote by letter or wish to be represented, should use the forms which are available at the company’s headquarters or can be downloaded from the company's website www.barco.com or the LUMI AGM+ platform. 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.
Forms signed by hand should be delivered in original copy to the company (to the attention of the Legal Department), Beneluxpark 21, 8500 Kortrijk, Belgium company by not later than Wednesday April 27, 2022 within the office hours. Forms signed electronically should be uploaded in the Lumi AGM+platform.
Forms 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 to withdraw its vote by letter or power of attorney and/or replace it with a new letter or 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 [email protected].
ANNUAL REPORT 2021
The 2021 annual report as well as the information required under article 7:129, §3 CCA can be downloaded from the company's website www.barco.com.
The Board of Directors
Barco is a global technology leader that develops networked visualization solutions for the entertainment, enterprise and healthcare markets. Our solutions make a visible impact, allowing people to enjoy compelling entertainment experiences; to foster knowledge sharing and smart decision-making in organizations and to help hospitals provide their patients with the best possible healthcare.
Headquartered in Kortrijk (Belgium), Barco realized sales of 804 million euro in 2021 and has a global team of 3,000+ employees, whose passion for technology is captured in +500 granted patents. Barco has been listed on the Brussels Stock Exchange since 1985 (Euronext: BAR; Reuters: BARBt.BR; Bloomberg: BAR BB) .
For more information, visit us on www.barco.com, follow us on Twitter (@Barco), LinkedIn (Barco), YouTube (BarcoTV), or like us on Facebook (Barco).
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