Mar 26, 2024
Convening of Extraordinary and Annual General Meetings
REGULATED INFORMATION - INVESTOR RELATIONS
Kortrijk, Belgium, 26 March 2024, 07.30 hrs - The notification was published in Het Belgisch Staatsblad and in De Tijd of 26 March 2024. 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
CONVENING OF EXTRAORDINARY GENERAL MEETINGS
Since at the extraordinary general meeting of March 22, 2024, the quorum required to validly deliberate and decide was not met, the Board of Directors kindly invites the shareholders and the holders of stock options to attend at 8500 Kortrijk, Beneluxpark 21, the second extraordinary general meeting on Thursday, April 25, 2024 at 3.45 p.m., with the below agenda containing the following proposals of decision.
With regard to the first item on the agenda concerning the acquisition and alienation of treasury shares, the Board of Directors wishes to clarify - to the extent necessary - that in the past the company has never acquired more than 7.5% of the capital. Although this authorization under the Code of companies and associations theoretically allows the acquisition of all shares of the company, the Board of Directors foresees that the treasury shares will not represent more than 10% of the capital. If the number of treasury shares exceeds this threshold, the Board of Directors will alienate the surplus of treasury shares or propose to the shareholders to delete them. The Board of Directors wishes to acquire treasury shares in order to meet its obligations under stock option plans or to finance acquisitions, not as a defense mechanism against a public takeover bid.
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 no
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