Mar 28, 2023 Convening of the annual general meeting
REGULATED INFORMATION
Kortrijk, Belgium, 28 March 2023, 7.30 AM
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 27, 2023 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 (www.lumiconnect.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 the Barco weConnect application before the start of the meeting.
The general meeting is convened with the following agenda and proposals for resolution:
A G E N D A
Presentation and discussion of the annual report of the Board of Directors, including the corporate governance statement, and the report of the Statutory Auditor on (i) the annual accounts of Barco NV and (ii) the consolidated annual accounts for the fiscal year ending December 31, 2022 This agenda item does not require a resolution of the general meeting.
Approval of the annual accounts of Barco NV for the fiscal year ending December 31, 2022 - Distribution of the results - DividendProposal for resolution (1st vote):
The general meeting approves the annual accounts of Barco NV for the fiscal year ending December 31, 2022, including the distribution of the results and the determination of the gross dividend at Forty-Four eurocent (0.44 ) per fully paid-up share.
Presentation of the consolidated annual accounts for the fiscal year ending December 31, 2022 This agenda item does not require a resolution of the general meeting.
Approval of the remuneration reportProposal for resolution (2nd vote):
The general meeting approves the remuneration report with respect to the fiscal year ending December 31, 2022.
Discharge to the directorsProposal for resolution (3rd 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, 2022.
Discharge to the Statutory AuditorProposal for resolution (4th vote):
The general meeting gives discharge to the Statutory Auditor for the execution of its mandate during the fiscal year ending December 31, 2022.
End of mandate of directors - (Re-)appointment directorsThe Board of Directors requests the general meeting to acknowledge that the mandates of Mr. Frank Donck, Mr. Charles Beauduin, Mrs. An Steegen and Adisys Corporation, permanently represented by Mr. Ashok K. Jain, expire at the end of this annual general meeting. Their mandate is renewable.
7.1 Re-appointment of independent director
Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to re-appoint as independent director as defined in article 7:87 CCA Mr. Frank Donck.
The Board of Directors proposes this director because of the professional qualities and experience as set out in his CV available on the website.
According to the Board of Directors this director meets the criteria of independence as defined in art. 7:87 CCA and art. 3.5 of the Corporate Governance Code 2020.
Proposal for resolution (5th vote):
The general meeting re-appoints Mr. Frank Donck ( 30-04-1965), residing at Floridalaan 62, B-1180 Ukkel, as independent director as defined in art. 7:87 CCA for a period of four (4) years from the closing of this general meeting until the closing of the ordinary general meeting of 2027.
7.2 Re-appointment of director
Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to re-appoint as director Mr. Charles Beauduin.
The Board of Directors proposes this director because of the professional qualities and experience as set out in his CV available on the website.
Proposal for resolution (6th vote):
The general meeting re-appoints Mr. Charles Beauduin ( 19-09-1959), residing at Lenniksesteenweg 444, 1500 Halle, as director for a period of four (4) years from the closing of this general meeting until the closing of the ordinary general meeting of 2027.
7.3 Re-appointment of director
Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to re-appoint as director Mrs. An Steegen.
The Board of Directors proposes this director because of the professional qualities and experience as set out in her CV available on the website.
Proposal for resolution (7th vote):
The general meeting re-appoints Mrs. An Steegen ( 04-01-1971), residing at Kerkstraat 17, 3440 Zoutleeuw, as director for a period of four (4) years from the closing of this general meeting until the closing of the ordinary general meeting of 2027.
7.4 Re-appointment of independent director
Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to re-appoint as independent director Adisys Corporation, permanently represented by Mr. Ashok K. Jain.
The Board
