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

Transcription

1 Barco Limited liability company at 8500 Kortrijk, President Kennedypark 35 RCE Kortrijk with enterprise number V.A.T.-liable VOTING RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS HELD ON APRIL 24, 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, Approval of the annual accounts of Barco NV for the fiscal year ending December 31, 2013 Distribution of the results Dividend. 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 one euro and fifty eurocents (1,50 ) per fully paid up share votes (or 99%) for, 0 votes (or 0%) against and (or 1%) abstain (1 st 3 Presentation of the consolidated annual accounts for the fiscal year ending December 31, Approval of the remuneration report. The general meeting approves the remuneration report with respect to the fiscal year ending December 31, votes (or 54%) for, votes (or 46%) against and (or 1%) abstain (2 nd Page 1 of Kortrijk, Belgium

2 5 Discharge to the directors. 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, votes (or 99%) for, 0 votes (or 0%) against and (or 1%) abstain (3 rd 6 Discharge to the Statutory Auditor. The general meeting gives discharge to the Statutory Auditor for the execution of its mandate during the fiscal year ending December 31, votes (or 99%) for, 0 votes (or 0%) against and (or 1%) abstain (4 th 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 Pursuant to article 16 of the by-laws the general meeting sets the number of directors at nine (9) directors votes (or 99%) for, votes (or 0%) against and votes (or 1%) abstain (5 th 7.2 Re-appointment director The general meeting re-appoints Mr. Van Zele ( ), 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 Page 2 of 5

3 votes (or 99%) for, votes (or 0%) against and votes (or 1%) abstain (6 th 7.3 Re-appointment director 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 , with registered seat at Javalaan 107, 5631DB Eindhoven, The Netherlands, permanently represented by Mr. Jan Pieter Oosterveld ( ) 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 votes (or 98%) for, votes (or 2%) against and votes (or 1%) abstain (7 th 7.4 Re-appointment independent director The general meeting re-appoints BVBA Praksis, Company Registry Leuven, Company Registry number , with registered seat at De Goudvink 29, 2970 Schilde, permanently represented by Dr. Bruno Holthof ( ) 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 votes (or 99%) for, votes (or 0%) against and votes (or 1%) abstain (8 th 7.5 Re-appointment independent director The general meeting re-appoints Lumis NV, Company Registry Leuven, Company Registry number , with registered seat at Slijkstraat 67, 3212 Pellenberg 67, permanently represented by Mr. Luc Missorten ( ) 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 votes (or 99%) for, votes (or 0%) against and votes (or 1%) abstain (9 th Page 3 of 5

4 7.6 Appointment independent director The general meeting appoints Mrs. Hilde Laga ( ) 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 votes (or 99%) for, 368 votes (or 0%) against and votes (or 1%) abstain (10 th The total number of shares for which votes have been casted amounts to to (41%). 8 Remuneration Pursuant to article 17 of the by-laws the general meeting sets the aggregate annual remuneration of the entire Board of Directors at Euro for the year 2014, of which an amount of Euro will be allocated to the remuneration of the CEO and the balance amount of Euro will be apportioned amongst the non-executive members of the Board according to the internal rules votes (or 93%) for, votes (or 7%) against and (or 1%) abstain (11 th 9 Approval stock option plans The general meeting approves the stock option plan Options Barco 06 Executive Managers 2013 ( options), the stock option plan Options Barco 06 Personnel Europe 2013 ( 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) ( options) votes (or 84%) for, votes (or 8%) against and (or 8%) abstain (12 th Page 4 of 5

5 10. Credit facilities: Approval under art. 556 of the Company Code. 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 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 EUR (with option to increase with additional EUR ) 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 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 votes (or 66%) for, votes (or 9%) against and (or 25%) abstain (13 th Page 5 of 5