Feb 21, 2024
Convening of Extraordinary General Meetings
REGULATED INFORMATION - INVESTOR RELATIONS
Kortrijk, Belgium, 21 February 2024, 07.30 hrs
The Board of Directors kindly invites the shareholders and the holders of stock options to attend at 8500 Kortrijk, Beneluxpark 21,
* the first extraordinary general meeting to be held on Friday, March 22, 2024 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, 2024 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 21 March 2024 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 2024, will be sent.
Barco
Naamloze vennootschap te 8500 Kortrijk
President Kennedypark 35
B.T.W.-plichtige - Ondernemingsnummer BE 0473.191.041
Rechtspersonenregister Gent, afdeling Kortrijk
A G E N D A
1. Renewal of authorization to acquire and alienate own shares
Proposal of resolution (1st vote):
The Board of Directors is authorized, subject to the applicable legal conditions, 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%).
2. Report
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.
3. Renewal of authorization to increase the issued capital
Proposal of resolution (2nd vote):
"The board of directors is authorized to increase the capital of the Company in one or more steps with an amount not to exceed fifty percent (50%) 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 22 March 2024(*).
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 within 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."
Consequently, the general meeting decides, as of the publication of this decision in the Annexes to the Belgian Official Gazette, to replace the words "29 April 2021" with the words "22 March 2024"* in the second paragraph of Article 6 of the by-laws and to delete the last paragraph of the said article.
(*) If at the extra-ordinary general meeting of 22 March 2024 the required quorum to deliberate and decide validly is not met, the date of 22 March 2024 must be read as 25 April 2024 .
For the avoidance of doubt, if the proposed resolution is not adopted, the existing authorization to increase the capital will continue to apply.
Download the full convening notice here
About Barco
Barco is a global company with headquarters in Kortrijk (Belgium). Our visualization and collaboration technology helps professionals accelerate innovation in the healthcare and enterprise and entertainment markets. We count over 3,300 visioneers, whose passion for technology is captured in over 900 unique patents.
Barco is a listed comp
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