Convening of the Annual General Meeting

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 https://www.barco.com/en/about/investors

Barco
Limited liability company at 8500 Kortrijk,
President Kennedypark 35
RCE Kortrijk with enterprise number 0473.191.041
V.A.T.-liable

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CONVENING OF THE ANNUAL GENERAL MEETING

The Board of Directors kindly invites the shareholders, the holders of bonds, warrants and stock options to attend the Annual General Meeting in the Customer Center at 8520 Kuurne, Noordlaan 5 on Thursday April 24, 2014 at 4:00 p.m.

The general meeting is convened with the following agenda and proposals for resolution:

AGENDA

1. 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, 2013.

2. Approval of the annual accounts of Barco NV for the fiscal year ending December 31, 2013 – Distribution of the results – Dividend.

Proposal for resolution (1^st vote):

The general meeting approves the annual accounts of Barco NV for the fiscal year ending December 31, 2013, including the distribution of the results and the determination of the gross dividend at 1 euro and 50 eurocents (1,5€) per fully paid up share.

3. Presentation of the consolidated annual accounts for the fiscal year ending December 31, 2013.

4. Approval of the remuneration report

Proposal for resolution (2^nd vote):
The general meeting approves the remuneration report with respect to the fiscal year ending December 31, 2013.

5. Discharge to the directors.

Proposal for resolution (3^rd 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, 2013.

6. Discharge to the Statutory Auditor.

Proposal for resolution (4^th vote):
The general meeting gives discharge to the Statutory Auditor for the execution of its mandate during the fiscal year ending December 31, 2013.

7. End of mandate directors – (Re)-appointment directors.

The Board of Directors requests the general meeting to acknowledge that the mandates of Mr. Eric van Zele, Praksis BVBA permanently represented by Mr. Bruno Holthof, Lumis NV permanently represented by Mr. Luc Missorten and Oosterveld Nederland BV permanently represented by Mr. Jan Pieter Oosterveld expire at the end of this annual general meeting. Their mandate is renewable. The general meeting is solely competent to determine the number of directors. 

7.1 Determination of the number of directors

Proposal for resolution (5^th vote):
Pursuant to article 16 of the by-laws the general meeting sets the number of directors at nine (9) directors.

7.2 Re-appointment director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to nominate as director Mr. Eric Van Zele. The Board of Directors proposes this director because of his professional qualities mentioned hereafter. Mr. Van Zele has been President and CEO of Barco since 2009. He is Chairman of the Board of Reynaers Aluminium NV. Previously, he held top management positions at the Indian Avantha Group, Pauwels International, Telindus NV and Raychem Corporation. Mr. Van Zele holds a Master’s degree in Mechanical Engineering from the K.U. Leuven and post-graduate degrees in Management from Stanford University.

Proposal for resolution (6^th vote):
The general meeting re-appoints Mr. Van Zele (°19.05.1948), residing at Hertenlaan 9, 1560 Hoeilaart, 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 2018.

7.3 Re-appointment director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to nominate as director Oosterveld Nederland BV, permanently represented by Mr.  Jan Pieter Oosterveld residing at Javalaan 107, 5631 DB Eindhoven, The Netherlands. The Board of Directors proposes this director because of his professional qualities mentioned hereafter.  Mr. Oosterveld held several senior management positions at Royal Philips Electronics before he retired in 2004. He is a professor at IESE, owns a consultancy company, and holds several Board positions. Mr. Oosterveld holds a Master’s degree in Mechanical Engineering from the Technical University Eindhoven and an MBA from the IESE Business School, Barcelona.

Proposal for resolution (7^th vote):
The general meeting re-appoints Oosterveld Nederland BV, a company organized under the laws of the Netherlands, registered in the trade register of the Chamber of Commerce of Brabant under number 17169719, with registered seat at Javalaan 107, 5631DB Eindhoven, The Netherlands, permanently represented by Mr. Jan Pieter Oosterveld (°12.03.1944) residing at Javalaan 107, 5631 DB Eindhoven, The Netherlands as director for a period of two (2) years from the closing of this general meeting until the closing of the ordinary general meeting of 2016.

7.4 Re-appointment independent director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to nominate as independent director as defined in article 524§4 Company Code BVBA Praksis, permanently represented by Dr. Bruno Holthof, residing at De Goudvink 29, 2970 Schilde. The Board of Directors proposes this director because of his professional qualities mentioned hereafter. Mr. Holthof is CEO of the Antwerp Hospital Network, a major Belgian hospital group. Prior to this, he was a partner at McKinsey & Company, where he became an expert in the areas of strategy, organization and operations. He is also a Board member of bpost, Belgium’s postal service. Mr. Holthof holds an MBA from Harvard Business School and an MD/PhD from the K.U. Leuven.

According to the Board of Directors this director meets the criteria of independence as defined in article 526ter Company Code.

Proposal for resolution (8^th vote):
The general meeting re-appoints BVBA Praksis, Company Registry Leuven, Company Registry number 0451.476.206, with registered seat at De Goudvink 29, 2970 Schilde, permanently represented by Dr. Bruno Holthof (°10-07-1961) residing at De Goudvink 29, 2970 Schilde as independent director (as defined in article 526ter Company code) for a period of four (4) years from the closing of this general meeting until the closing of the ordinary general meeting of 2018.

7.5 Re-appointment independent director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to nominate as independent director as defined in article 524§4 Company Code Lumis NV, permanently represented by Mr. Luc Missorten, residing at  Slijkstraat 67, 3212 Pellenberg.  The Board of Directors proposes this director because of his professional qualities mentioned hereafter.  Mr. Missorten is CEO of Corelio, a leading Belgian multimedia company, and CEO of Mediahuis, a joint venture between media groups Corelio and Concentra. He serves on the Board of LMS and Bank Degroof. Before joining Corelio, he was CFO at Inbev and UCB. Mr. Missorten holds a Law degree from the K.U. Leuven, a Master of Laws from the University of California – Berkeley, and a Certificate of Advanced European Studies from the College of Europe in Bruges.

According to the Board of Directors this director meets the criteria of independence as defined in article 526ter Company Code.

Proposal for resolution (9^th vote):
The general meeting re-appoints Lumis NV, Company Registry Leuven, Company Registry number 0860.868.466, with registered seat at Slijkstraat 67, 3212 Pellenberg 67, permanently represented by Mr. Luc Missorten (°24-06-1955) residing at Slijkstraat 67, 3212 Pellenberg, as independent director (as defined in article 526ter Company code) for a period of four (4) years from the closing of this general meeting until the closing of the ordinary general meeting of 2018.

7.6 Appointment independent director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to nominate as independent director as defined in article 524§4 Company Code Mrs. Hilde Laga, residing at Wolvendreef 26 D, 8500 Kortrijk.  The Board of Directors proposes this director because of her professional qualities mentioned hereafter.  Mrs. Laga holds a Ph.D. in Law and lectures corporate law at the University of Leuven. She is a member of the Belgian Corporate Governance Committee. She served as a board member of Elia System Operator NV. Prior to this, she was appointed by the court as an administrator of Lernout and Hauspie Speech Products NV after its collapse. Hilde Laga is one of the founding partners of the law firm Laga which she led as managing partner and head of the corporate M&A practice until 2013.

According to the Board of Directors this director meets the criteria of independence as defined in article 526ter Company Code.

Proposal for resolution (10^th vote):
The general meeting appoints Mrs. Hilde Laga (°26-04-1956) residing at Wolvendreef 26 D, 8500 Kortrijk, as independent director (as defined in article 526ter Company code) for a period of four (4) years from the closing of this general meeting until the closing of the ordinary general meeting of 2018.

8.      Remuneration.

Proposal for resolution (11^th vote):
Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the entire Board of Directors at 2.364.325 Euro for the year 2014, of which an amount of 1.741.000 Euro will be allocated to the remuneration of the CEO and the balance amount of 623.325 Euro will be apportioned amongst the non-executive members of the Board according to the internal rules.

9.      Approval stock option plans 2013.

Proposal for resolution (12^th vote):
The general meeting approves the stock option plan ‘Options Barco 06 – Executive Managers 2013’ (25.000 options), the stock option plan ‘Options Barco 06 – Personnel Europe 2013’ (54.900 options) and the stock option plan ‘Options Barco 06 – Foreign Personnel 2013’ (including the Barco, Inc. Rules of the Barco 2013 Subplan – U.S. approved Share Option Plan - favorable tax treatment as ‘incentive’ stock options under article 422 of the U.S. Tax Code) (69.150 options).

10.    Credit facilities: Approval under art. 556 of the Company Code.

Proposal for resolution (13^th vote):
The general meeting approves the change of control provisions under the below stated credit facilities, under the terms of which the below mentioned credit providers can demand the immediate reimbursement of all monies borrowed in case a party or a group of parties, which are acting directly or indirectly in concert, acquires the majority of the company's shares, and which according to article 556 Company Code are subject to the approval of the general meeting of shareholders:

 (i)     a bilateral credit facility in the amount of 20.000.000 EUR granted on 17 December 2013 by Banque LBLux S.A.,

(ii)      bilateral credit facilities for the Barco campus financing in the total amount of 30.000.000 EUR (with option to increase with additional EUR 7.500.000) granted on 19 December 2014 by the banks ING Belgium NV/SA, KBC Bank NV/SA and Belfius Bank NV/SA, and

(iii)     an extension of the existing bilateral credit facilities in the total amount of 65.000.000 EUR granted on 12 December 2011 by the banks The Royal Bank of Scotland NV (Belgium) Branch (meanwhile renamed into The Royal Bank of Scotland PLC, Belgium Branch), Fortis Bank NV/SA (meanwhile renamed into BNP Paribas Fortis NV/SA), ING Belgium NV/SA and KBC Bank NV/SA with 2 years, until 12 December 2016.

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 2, 2014 to Barco NV, Legal Department, Pres. Kennedypark 35 at 8500 Kortrijk (fax: +32-56-26.22.97) (email: shareholders.meeting@barco.com).  Their 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 email 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 9, 2014.

WRITTEN QUESTIONS

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 18, 2014 by letter, fax (+32-56-26.22.97) or e-mail (shareholders.meeting@barco.com) to Barco NV, Legal Department, Pres. Kennedypark 35 at 8500 Kortrijk.

REGISTRATION

Only those persons who are shareholders on the registration date (Thursday 10 April 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 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, warrants, options, bonds or certificates issued in collaboration with Barco NV, must inform the company by not later than Friday April 18, 2014 by letter, fax (+32-56-26.22.97) or e-mail (shareholders.meeting@barco.com) 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 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.

Powers of attorney 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 of the principal to withdraw its power of attorney and/or replace it with a new power of attorney based upon the updated agenda.   

ANNUAL REPORT 2013

The 2013 annual report in Dutch or English as well as the information required under article 533bis, §1, 5° Company Code is available free of charge at the company’s seat or can be downloaded from the company's website www.barco.com.

The Board of Directors

About Barco

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