Regulated information
Kortrijk, Belgium, 27 March 2012. The Board of directors
has invited the shareholders and the holders of bonds and
warrants to attend the Annual General Meeting of Barco nv,
which will be held at the Customer Center of Barco in
Noordlaan 5 in 8520 Kuurne, Belgium.
The notification was published in "Het Belgisch Staatsblad"
of 26 March 2012 and in "De Tijd" of 27 March 2012. This
notification can also be found below and is available on http://www.barco.com/en/investors
Barco
Naamloze vennootschap te 8500 Kortrijk
President Kennedypark 35
B.T.W.-plichtige - Ondernemingsnummer BE 0473.191.041
Rechtspersonenregister Kortrijk
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CONVENING OF THE ANNUAL GENERAL MEETING
The Board of Directors kindly invites the shareholders, the
holders of bonds and warrants to attend the Annual General
Meeting of Barco NV which shall be held in the Customer
Center of Barco at B-8520 Kuurne, Noordlaan 5 on Thursday
April 26, 2012 at 4:00 p.m.
At the occasion of the general meeting the shareholders are
offered the possibility to visit the Customer Center of Barco
from 3 p.m. onwards.
The general meeting is convened with the following agenda and
proposals for resolution:
A G E N D A
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, 2011.
2. Approval of the annual accounts of Barco NV for the fiscal
year ending December 31, 2011 - Distribution of the results -
Dividend.
Proposal for resolution (1st vote):
The general meeting approves the annual accounts of Barco NV
for the fiscal year ending December 31, 2011, including the
distribution of the results and the determination of the
gross dividend at one euro and ten eurocents (1,10Euro) per
fully paid up share.
3. Presentation of the consolidated annual accounts for the
fiscal year ending December 31, 2011.
4. Approval of the remuneration report.
Proposal for resolution (2nd vote):
The general meeting approves the remuneration report with
respect to the fiscal year ending December 31, 2011.
5. Discharge to the directors.
Proposal for resolution (3d 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, 2011.
6. Discharge to the Statutory Auditor.
Proposal 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, 2011.
7. Definitive appointment of independent director.
The Board of Directors requests the general meeting to
acknowledge that, further to the resignation of Dr. ir.
Vandeurzen Management Firm NV (in short VMF NV) permanently
represented by Mr. Urbain Vandeurzen, the Board of Directors
has temporarily appointed ADP Vision BVBA, permanently
represented by Mr. Antoon De Proft, as director until the
next general meeting. The general meeting must decide over
the definitive appointment as director for the remaining
period of the mandate of the director which he replaces.
The Board of Directors proposes this director because of his
professional qualities mentioned hereafter. Mr. De Proft
holds a Master's degree in Electrical Engineering and a
post-graduate degree in Medical Engineering. He has been
President & CEO of ICOS Vision Systems Corporation. Today,
Mr. De Proft has his own consultancy company, and he serves
on several boards of directors. He is, among others, Chairman
of IMEC.
According to the Board of Directors this director meets the
criteria of independence as defined in article 526ter Company
Code.
Proposal for resolution (5th vote):
The general meeting definitively appoints ADP Vision BVBA,
Company Registry Leuven 0454.801.821, with registered seat at
Naamsesteenweg 1, B-3052 Oud-Heverlee/Blanden, permanently
represented by Mr. Antoon De Proft (°03.07.1960), residing at
Naamsesteenweg 1, B-3052 Oud-Heverlee/Blanden, as independent
director as defined in article 526ter Company code until the
closing of the ordinary general meeting of 2015.
8. End of mandate directors - Number of directors -
(Re-)appointment directors.
The Board of Directors requests the general meeting to
acknowledge that the mandates of BONEM BVBA, permanently
represented by Mr. Marc Ooms, Mr. Herman Daems, Mr. Marc
Vercruysse and Mrs. Christina von Wackerbarth 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.
8.1 Determination of the number of directors
Proposal for resolution (6th vote):
Persuant to article 16 of the by-laws the general meeting
sets the number of directors at eight (8) directors.
8.2 Re-appointment of director
The Board of Directors proposes as director Mr. Herman Daems.
The Board of Directors proposes this director because of his
professional qualities mentioned hereafter. Mr. Daems studied
theoretical physics and economics and holds a PhD in
Economics. Professor Daems is on the faculty of the K.U.
Leuven. He is Chairman of the Board of Directors of BNP
Paribas Fortis. He is also Chairman of the Belgian Corporate
Governance Commission, Chairman of the International Private
Equity Valuation guidelines board, and he holds several other
board positions.
Proposal for resolution (7th vote):
The general meeting re-appoints Mr. Herman Daems
(°19.07.1946), residing at Kruisbooglaan 20, 3210 Linden, 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 2016.
8.3 Re-appointment of director
The Board of Directors proposes as director Bonem BVBA,
permanently represented by Mr. Marc Ooms, residing at
Pauwstraat 17, 1800 Vilvoorde. The Board of Directors
proposes this director because of his professional qualities
mentioned hereafter. Mr. Ooms holds a degree in Commercial
and Financial Sciences (Vlekho, Brussels). After two years of
research on the efficiency of capital markets in Belgium at
the K.U.Leuven, he became active in private equity from 1976
until 1988. He was the CEO of Petercam from 1988 until 2010.
He is non-executive Director of several companies, including
Sea-Invest Corporation, European Bulk Terminals, I.V.C., BMT,
PinguinLutosa, and Food Invest International.
Proposal for resolution (8th vote):
The general meeting re-appoints Bonem BVBA, Company Registry
Ghent 0478085581, with registered seat at Kortrijksepoort
240, 900 Ghent, permanently represented by Mr. Marc Ooms
(°18.11.1951), residing at Pauwstraat 17, 1800 Vilvoorde, for
a period of one (1) year from the closing of this general
meeting until the closing of the ordinary general meeting of
2013.
8.4 Appointment of independent director
The Board of Directors proposes as independent director Kanku
BVBA, permanently represented by Mrs. Christina von
Wackerbarth, residing at Transvaalstraat 39, 2600 Berchem.
The Board of Directors proposes this director because of her
professional qualities mentioned hereafter. Mrs. von
Wackerbarth holds a degree in Romance Philology and
Linguistics and has completed an Advanced Management Program
at Insead. Moreover, she holds a Master's degree in
Consulting and Clinical Coaching from HEC Versailles/Insead.
She has held several top positions at VNU Belgium, VNU
Magazines International and the Flemish public broadcasting
company VRT. Today, she is active as a Media Consultant and
Executive Coach, and she serves on the board of telecom
operator Mobistar.
According to the Board of Directors this director meets the
criteria of independence as defined in article 526ter Company
Code.
Proposal for resolution (9th vote):
The general meeting appoints Kanku BVBA, Company Registry
Antwerp 0862926450, with registered seat at Transvaalstraat
39, 2600 Berchem, permanently represented by Mrs. Christina
von Wackerbarth, residing at Transvaalstraat 39, 2600 Berchem
as independent director for a period of four (4) years as of
the closing of this ordinary general meeting until the
closing of the ordinary general meeting of 2016.
9. Remuneration.
Proposal for resolution (10th vote):
Pursuant to article 17 of the by-laws the general meeting
sets the aggregate annual remuneration of the entire Board of
Directors at 2.169.500 Euro for the year 2012, which shall be
apportioned amongst the members of the Board according to the
internal rules.
10. Presentation of the proposal of the Audit Committee on
the renewal of the Statutory Auditor's mandate.
11. Re-appointment of the Statutory Auditor.
Proposal for resolution (11th vote):
The general meeting resolves, upon recommendation of the
works council, to reappoint the civil company under the legal
form of a C.V. with limited liability "Ernst & Young
auditors" having its registered office at De Kleetlaan 2
at B-1831 Diegem, permanently represented by Mrs. Lieve
Cornelis and Mr. Jan De Luyck, chartered auditors, as
Statutory Auditor of the Company for a duration of three (3)
years as of the closing of this ordinary general meeting
until the closing of the ordinary general meeting of 2015.
The total annual remuneration is set at Euro396.623.
12. Credit Facility: Approval under article 556 of the
Company Code.
Proposal for resolution (12th vote):
The general meeting approves the change of control provision
under the credit facility in the amount of 50.000.000 EUR
granted on December 12, 2011 by the European Investment Bank
as well as under the bilateral credit facilities for an
aggregate amount of 65.000.000 EUR granted on December 12,
2011 by the banks The Royal Bank of Scotland NV (Belgium)
Branch, Fortis Bank NV/SA, ING Belgium NV/SA en KBC Bank NV,
under the terms of which the aforementioned 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 556b
of the Company Code is subject to the approval of the general
meeting of shareholders.
ADDITION OF AGENDA TOPICS
One or more shareholders who jointly own 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 4, 2012
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,
(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 11, 2012.
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 20, 2012 by letter, fax
(+32-56-26.22.76) or e-mail (
shareholders.meeting@barco.com)
to Barco NV, Legal Department, President Kennedypark 35
at 8500 Kortrijk
REGISTRATION
Only those persons who are shareholders on the registration
date (12 April 2012 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 25, 2012 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 20, 2012 by letter, by fax (+32-56-26.22.76) or e-mail
(
shareholders.meeting@barco.com)
addressed to Barco NV, Legal Department, President
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 25, 2012 within the office
hours to the company's registered office (to the
attention of the Legal Department), President Kennedypark 35,
8500 Kortrijk, Belgium.
ANNUAL REPORT 2011
The 2011 annual report in Dutch or English as well as the
information required under article 533bis, §1, 5° Company
Code are 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
JP Tanghe
Senior Advisor to the CEO
Barco nv
Phone:+32 56/26 23 22
Fax:+32 56/26 22 62
jp.tanghe@barco.com
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