Home PACS News PACS Corporate News CONVENING OF THE ANNUAL GENERAL MEETING
CONVENING OF THE ANNUAL GENERAL MEETING PDF Print E-mail
Written by PACSMule Administrator   
Monday, 28 March 2016 22:00

The notification was published in “Het Belgisch Staatsblad” and in “De Standaard” of 29 March 2016. This notification can also be found below and is available on http://www.barco.com/Investors [1]


Barco
Naamloze vennootschap te 8500 Kortrijk
President Kennedypark 35
B.T.W.-plichtige - Ondernemingsnummer BE 0473.191.041
Rechtspersonenregister Kortrijk

The Board of Directors kindly invites the shareholders, the holders of warrants and stock options to attend the annual general meeting in the new headquarters at 8500 Kortrijk, Beneluxpark 21, on Thursday April 28, 2016 at 4:00 p.m.

Prior to the general meeting the shareholders will have the opportunity to visit the Customer Center at the new headquarters at 15:00. 

Since the general meeting will take place in the new headquarters for the first time, shareholders are kindly requested to present themselves for registration at least 30 minutes prior to the start of the meeting. The registration for the general meeting will be closed at 15:00 pm. 

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

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, 2015.

2. Approval of the annual accounts of Barco NV for the fiscal year ending December 31, 2015 - 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, 2015, including the distribution of the results and the determination of the gross dividend at 1 euro and 75 eurocents (1,75€) per fully paid up share.

3. Presentation of the consolidated annual accounts for the fiscal year ending December 31, 2015.

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, 2015.

5. Discharge to the directors.

Proposal 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, 2015.

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, 2015.

7. End of mandate of directors - Re-appointment directors.

The Board of Directors requests the general meeting to acknowledge that the mandates of Mr. Charles Beauduin, Kanku BVBA, permanently represented by Ms. Christina von Wackerbarth, and Oosterveld Nederland BV, permanently represented by Jan Pieter Oosterveld, expire at the end of this annual general meeting. Their mandate is renewable.

7.1 Re-appointment of director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to re-appoint Mr. Charles Beauduin.

The Board of Directors proposes this director because of his professional qualities mentioned hereafter. Charles Beauduin is CEO and owner of Michel Van de Wiele NV since 1993. Van de Wiele is an international technology player and leader in solutions for the textile industry. Mr. Beauduin holds several positions in trade associations and employer organizations. He holds a Master in Law from the KU Leuven and an MBA from Harvard Business School. Mr. Beauduin has broad professional management experience including international assignments in Asia and the United States.

Proposal for resolution (5th 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 2020. 

7.2 Re-appointment of director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to re-appoint as director Kanku BVBA, permanently represented by Ms. Christina von Wackerbarth.

The Board of Directors proposes this director because of her professional qualities mentioned hereafter. Christina von Wackerbarth has held several top positions at VNU Belgium, VNU Magazines International, Sanoma WSOY and the Flemish public broadcaster VRT. Today, she is active as international Consultant and Executive Coach at INSEAD Leadership Development center and in private practice for major global firms in many industries. She has served on various boards, among other telecom operator Mobistar in Belgium and Tamedia in Switzerland. Ms. von Wackerbarth holds a degree in linguistics, a diploma AMP at INSEAD (France), a certificate in Financial Management at UAMS (Belgium), a Ms Sc in Consulting and Clinical Coaching at HEC (France) and the same diploma at INSEAD (France).

Proposal for resolution (6th vote):
The general meeting re-appoints Kanku BVBA, Company Registry Antwerpen 0862926450, with registered seat at Transvaalstraat 39, 2600 Berchem, permanently represented by Ms. Christina von Wackerbarth (°16.12.1954), residing at Transvaalstraat 39, 2600 Berchem, 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 2018.

7.3 Re-appointment of director

Upon recommendation of the Remuneration & Nomination Committee the Board of Directors proposes to re-appoint as director Oosterveld Nederland BV, permanently represented by Mr. Jan Pieter Oosterveld.

The Board of Directors proposes this director because of his professional qualities mentioned hereafter. Jan Pieter Oosterveld held several senior management positions at Royal Philips Electronics before he retired in 2004 as member of the Group Management Committee. He is a professor at IESE, owns a consultancy company and holds several Board positions. Mr. Oosterveld has a Masters' degree in Mechanical Engineering from the Technical University Eindhoven and an MBA from the IESE Business School, Barcelona.

Proposal for resolution (7th 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 2018.

8. Remuneration.

Proposal for resolution (8th vote):
Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the entire Board of Directors at 2.414.110 euro for the year 2016, of which an amount of 1.755.410 euro will be allocated to the remuneration of the CEO and the balance amount of 658.700 euro will be apportioned amongst the non-executive members of the Board according to the internal rules.

9. Approval stock option plans 2016.

In 2016, the Board of Directors intends to issue new stock option plans in line with the terms of the previous stock option plans and therefor asks the authorization of the general meeting in accordance with the Corporate Governance Code 2009.

Proposal for resolution (9th vote):
The general meeting authorizes the Board of Directors to issue new stock option plans in 2016 within the limits specified hereafter: stock option plan 'Options Barco 08 - CEO 2016' (maximum 30.000 options), stock option plan 'Options Barco 08 - Personnel Europe 2016' (maximum 52.250 options) and stock option plan 'Options Barco 08 - Foreign Personnel 2016' (maximum 72.713 options).

10. Cancellation of the VVPR-Strips.

Determination of the cancellation of the issued VVPR-strips.

Under the program law of 27 December 2012 the VVPR-strips are no longer entitled to a reduced withholding tax on dividends and have as such lost their value. The Board of Directors proposes to the general meeting to determine the cancellation of the VVPR-strips.

Proposal for resolution (10th vote):
The general meeting determines the cancellation of the issued VVPR-strips.

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 6, 2016 to Barco NV, Legal Department, Beneluxpark 21 at 8500 Kortrijk (fax: +32-56-35.16.51) (email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it [2]). 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 13, 2016.

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 22, 2016 by letter, fax (+32-56-35.16.51) or e-mail ( This e-mail address is being protected from spambots. You need JavaScript enabled to view it [3]) to Barco NV, Legal Department, Beneluxpark 21 at 8500 Kortrijk.

REGISTRATION

Only those persons who are shareholders on the registration date (Thursday 14 April 2016 at midnight (24:00 hrs) have the right to attend and vote at the general meeting.

The owners of BEARER SHARES must no later than on the registration date have the number of shares they wish to participate with to the general meeting entered in the share register of the company or on a securities account.

Since January 1, 2008, under the Belgian legislation on the abolition of bearer shares, the deposit of bearer shares with a financial institution with the aim to participate to the general meeting will result by force of law in the conversion thereof into dematerialized shares and the registration with a securities account with this financial institution.

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 27, 2016 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, as well as the holders of warrants and options must inform the company by not later than Friday April 22, 2016 by letter or fax (+32-56-35.16.51) addressed to Barco NV, Legal Department, Beneluxpark 21, 8500 Kortrijk, or by e-mail ( This e-mail address is being protected from spambots. You need JavaScript enabled to view it [4]) of their intention to attend the meeting and, if applicable, the number of shares they wish to vote with.

POWERS OF ATTORNEY

Shareholders, who wish to be represented, should use the power of attorney form which is available at the company’s headquarters or can be downloaded from the company's website www.barco.com[5]. 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 27, 2016 within the office hours to the company (to the attention of the Legal Department), Beneluxpark 21, 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 2015

The 2015 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 headquarters or can be downloaded from the company's website www.barco.com[6].

The Board of Directors

About Barco
Barco, a global technology company, designs and develops networked visualization products for the Entertainment, Enterprise and Healthcare markets. Barco has its own facilities for Sales & Marketing, Customer Support, R&D and Manufacturing in Europe, North America and APAC. Barco (NYSE Euronext Brussels: BAR) is active in more than 90 countries with 3,300 employees worldwide. Barco posted sales of 1.029 billion euro in 2015.

For more information and the annual report 2015, please visit the Company’s website at www.barco.com[7]

© Copyright 2016 by Barco

References

  1. ^ http://www.barco.com/Investors  (www.barco.com)
  2. ^ This e-mail address is being protected from spambots. You need JavaScript enabled to view it (www.barco.com)
  3. ^ This e-mail address is being protected from spambots. You need JavaScript enabled to view it (www.barco.com)
  4. ^ This e-mail address is being protected from spambots. You need JavaScript enabled to view it (www.barco.com)
  5. ^ www.barco.com (www.barco.com)
  6. ^ www.barco.com (www.barco.com)
  7. ^ www.barco.com (www.barco.com)

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