The notification was published in “Het Belgisch Staatsblad” and in “De Standaard” of 24 March 2014. This notification can also be found below and is available on www.barco.com/en/about/investors
Limited liability company at 8500 Kortrijk,
President Kennedypark 35
RCE Kortrijk with enterprise number 0473.191.041
CONVENING OF EXTRAORDINARY GENERAL MEETINGS
Since at the Extraordinary General Meeting of March 21, 2014 the quorum required to validly deliberate and decide was not met, the Board of Directors kindly invites the shareholders, the holders of bonds, warrants and stock options to attend the second Extraordinary General Meeting, which shall be held in the Customer Center at 8520 Kuurne, Noordlaan 5 on Thursday April 24, 2014 at 3:30 pm, with the following agenda and proposals for resolution:
A G E N D A
1. Authorisation to acquire own shares
Proposal of resolution:
The board of directors is authorized to acquire in accordance with article 620, §1, section 1 of the Company Code 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%).
2. Authorisation to alienate own shares
Proposal of resolution:
The board of directors is authorized, without prejudice to the authorization granted by the extraordinary shareholders meeting of 25 April 2013, to alienate in accordance with article 622, §2, section 1 of the Company Code own shares in the frame of transactions, such as take-overs or the acquisition of tangible or intangible assets, for the strategic development of the company, 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%).
3. Authorization to annul own shares
Proposal of resolution:
The board of directors is authorized to annul own shares, to reverse the reserve accrued therefor, and to deposit the list of annulled shares at the office of the clerk of the competent commercial court.
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 agenda topics. These questions can be submitted either orally during the meeting or in writing by addressing them not later than Friday April 18, 2014 by letter, fax (+32-56-26.22.97) or e-mail ([email protected]) to Barco NV, Legal Department, Pres. Kennedypark 35 at 8500 Kortrijk.
Only those persons who are shareholders on the registration date (Thursday April 10, 2014 at midnight (24:00 hrs)) have the right to attend and vote at the general meeting.
The owners of bearer SHARES, who did not yet have their bearer shares converted into dematerialized titles, must submit their shares at the latest on the registration date to their financial intermediary.
The owners of dematerialized shares must register the shares with which they wish to vote at the general meeting shares 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 to ING Bank by not later than Wednesday April 23, 2014 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 company, the depositary institution or an authorized account-holder or the clearing institute confirming that the registration has occurred at the latest on the registration date.
The holders of shares (including nominative shares), warrants, bonds or certificates issued in collaboration with Barco NV, must inform the company by not later than Friday April 18, 2014 by letter, by fax (+32-56-26.22.97) or e-mail ([email protected]) addressed to Barco NV, Legal Department, Pres. Kennedypark 35, 8500 Kortrijk of their intention to attend the meeting and, if applicable, the number of shares they wish to vote with.
For a smooth registration, the shareholders are kindly requested to arrive at least 15 minutes prior to the commencement of the meeting.
POWERS OF ATTORNEY
Shareholders, who wish to be represented, should use the power of attorney form which is available at the company’s seat 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 account-holders 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.
Powers of attorney should be delivered in original copy by not later than Wednesday April 23, 2014 within the office hours to the company's registered office (to the attention of the Legal Department), Pres. Kennedypark 35, 8500 Kortrijk, Belgium.
The Board of Directors
Barco, a global technology company, designs and develops visualization products for a variety of selected professional markets. Barco has its own facilities for Sales & Marketing, Customer Support, R&D and Manufacturing in Europe, North America and Asia Pacific. Barco (NYSE Euronext Brussels: BAR) is active in more than 90 countries with 4,000 employees worldwide. Barco posted sales of 1.158 billion euros in 2013.
© Copyright 2014 by Barco