Global Graphics SA Notice of the combined shareholders’ meeting convened on 27 April 2012 Unofficial translation from the French language original
AGENDA OF THE MEETING
Resolutions to be submitted as ordinary resolutions
- Approval of the Company’s statutory accounts for the year ended 31 December 2011 (1st resolution).
- Approval of the Company’s consolidated accounts for the year ended 31 December 2011 (2nd resolution).
- Allocation of the net statutory profit for the year ended 31 December 2011 (3rd resolution).
- Approval of the transactions with regulated related parties which are referred to under article L.225-38 and subsequent articles of the French Commercial Code, and which were entered into during the year ended 31 December 2011 (4th resolution).
- Approval of the amount of attendance fees to be allocated to the members of the Company’s Board of Directors for the current year (5th resolution).
- Renewal of the term of office of Mr. Gary Fry as a director of the Company (6th resolution).
- Renewal of the term of office of Mr. Alain Pronost as a director of the Company (7th resolution).
- Authorisation to be granted to the Company’s Board of Directors to grant free shares under the Share Incentive Plan (8th resolution).
- Authorisation to be granted to the Company’s Board of Directors to repurchase own shares of the Company in accordance with the provisions of article L.225-209 of the French Commercial Code (9th resolution).
Resolutions to be submitted as extraordinary resolutions
- Authorisation to be granted to the Company’s Board of Directors to cancel own shares previously repurchased as part of the Company’s share repurchase programme referred to under article L.225-209 of the French Commercial Code (10th resolution).
- Authority to be given to the Company’s Board of Directors to increase the Company’s share capital through the incorporation of share premiums, retained earnings or otherwise retained profit (11th resolution).
- Authority to be given to the Company’s Board of Directors to increase the Company’s share capital through the issue of ordinary shares and/or other financial instruments giving right to the share capital and/or the allocation of debt securities, while maintaining the existing shareholders’ preferential subscription rights (12th resolution).
- Authority to be given to the Company’s Board of Directors to increase the Company’s share capital through the issue of ordinary shares and/or other financial instruments giving right to the share capital and/or the allocation of debt securities, while waiving the existing shareholders’ preferential subscription rights, by way of a public offer of such shares and/or financial instruments (13th resolution).
- Authority to be given to the Company’s Board of Directors to increase the Company’s share capital through the issue of ordinary shares and/or other financial instruments giving right to the share capital and/or the allocation of debt securities, while waiving the existing shareholders’ preferential subscription rights, by way of a private placement of such shares and/or financial instruments (14th resolution).
- Authorisation to be granted to the Company’s Board of Directors to augment the amount of share capital increases above the initially planned amount in case of an excess of demand over the number of shares initially planned to be issued (15th resolution).
- Authorisation to be granted to the Company’s Board of Directors to increase the Company’s share capital up to a maximum of 10% of the existing number of shares forming the share capital to pay for any contribution in kind made to the Company in the form of shares or any other financial instruments giving right to such shares (16th resolution).
- Authority to be granted to the Company’s Board of Directors to increase the Company’s share capital through an issue of ordinary shares of the Company which would be reserved to those employees participating to a plan d’épargne d’entreprise as defined in article L.3332-18 and subsequent articles of the French Labour Code (17th resolution).
- Authorisation to be granted to the Company’s Board of Directors to grant options to subscribe for and/or purchase shares of the Company (18th resolution).
- Authorisation to be granted to the Company’s Board of Directors to allocate free, existing or new shares (19th resolution).
- Authorisation to be granted to the Company’s Board of Directors to use authorisations which were granted by the shareholders in case of a public offer on the Company’s shares (20th resolution).
- Amendments to be made to the provisions of article 15 of the Company’s articles of association relating to the minimum number of shares to be held by each director of the Company and the period to acquire these shares (21th resolution).
- Powers to carry out corporate formalities (22th resolution).
DRAFT RESOLUTIONS TO BE SUBMITTED TO THE SHAREHOLDERS
The complete text of the draft resolutions (either in French or in English) are available for download in the investor centre on the Company’s website at: www.globalgraphics.com and on the NYSE-Euronext website at: www.euronext.com
Shareholders may also request a hard copy of these resolutions by sending an e-mail to the following e-mail address: investor-relations@globalgraphics.com or writing to the attention of the Chief Financial Officer at the registered office of the Company in Pompey (France).
PARTICIPATION IN THE SHAREHOLDERS’ MEETING
Preliminary formalities
All shareholders may take part in the meeting of the Company’s shareholders regardless of how many shares they hold in the Company, notwithstanding any contrary provisions of the Company’s articles of association.
Any shareholder can be represented at the meeting by another shareholder, by his or her spouse or by his or her partner in the context of a civil partnership. Any shareholder can also be represented by any natural or legal person of his or her choice, in accordance with applicable provisions of article L.225-106 of the French Commercial Code.
In accordance with article R.225-85 of the French Commercial Code, the right to take part in the meeting of shareholders of a company whose shares are admitted to trading on a regulated market, or to performing transactions on a central depositary, is proved by the registration of shares in the name of the shareholder or of the intermediary registered on his or her behalf in accordance with the provisions of the seventh paragraph of article L.228-1 of the French Commercial Code, on the third business day preceding the date of the meeting at midnight, Paris time, either in the registered share accounts kept by the Company (or its agent), or in the bearer share accounts kept by the authorised financial intermediary.
- In the case of registered shareholders, the registration in these accounts on 24 April 2012 at midnight, Paris time, will be sufficient to allow them to take part in the meeting of the Company’s shareholders.
- In the case of bearer shareholders, registration of their shares in bearer share accounts kept by authorised financial intermediaries will be established by a statement of investment in the Company’s shares issued by those financial intermediaries (including under the form of an electronic statement when conditions which are set out under article R.225-61 of the French Commercial Code are met), which must be attached to the postal voting from, or to the proxy form, or to the request for an admission card prepared in the name of the shareholder or on behalf of a shareholder represented by the registered intermediary.
A certificate can also be issued to the shareholders wishing to take part in the meeting of the Company’s shareholders in person and who have not received their admission card by midnight, Paris time, on the third business day immediately preceding the date of the meeting.
Ways to participate in the meeting
Shareholders wishing to attend the meeting of the Company’s shareholders in person may ask for an admission card in the following way:
- In the case of registered shareholders: every registered shareholder will automatically receive the voting form attached to the notice meeting, which he or she must complete, stating that he or she wishes to take part in the meeting of the Company’s shareholders and obtain an admission ticket, sign and return to CACEIS Corporate Trust, Service Assemblées Générales, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France).
- In the case of bearer shareholders: bearer shareholders wishing to attend the meeting of the Company’s shareholders must ask the authorised intermediary which manages their account to arrange for an admission card to be sent to them.
Shareholders who do not attend the meeting of the Company’s shareholders but wish to vote by post or be represented by giving a proxy to the chairman of the shareholders’ meeting, to their spouse or partner in the context of a civil partnership, or to another person, may:
- in the case of registered shareholders, send the postal voting or proxy form which will be sent to them with the notice of the meeting to CACEIS Corporate Trust, Service Assemblées Générales, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France); or
- in the case of bearer shareholders, request this form from the authorised intermediary which manages their account, or from CACEIS Corporate Trust, Service Assemblées Générales, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France), by sending them a registered letter at any time between the date when the meeting was convened and six (6) calendar days before the date of the shareholders’ meeting.
In addition, no later than 5 April 2012, the postal voting or proxy form will be available for download from the Company’s website at: www.globalgraphics.com.
In order to be taken into account, postal voting forms, duly completed and signed, must be received by CACEIS Corporate Trust, Service Assemblées Générales, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France), no later than three (3) days before the meeting date.
Proxies granted for this meeting are valid for any further meetings which may be convened with the same agenda and may be cancelled by the shareholders in the same form as was required for the appointment of their proxy.
No shareholder that has already voted by post, sent in a proxy or requested an admission card or a statement of investment in the Company’s shares will be able to choose another manner to take part in the meeting of the Company’s shareholders.
In accordance with the provisions of article R.225-85 of the French Commercial Code, a shareholder can sell all or part of the shares he or she holds in the Company at any time.
However, if the sale takes place before midnight, Paris time, on the third business day immediately preceding the date of the meeting of the Company’s shareholders, the Company will, as the case may be, invalidate or make amendments to the postal vote, proxy, admission card, or statement of ownership in the Company’s shares. For this purpose, the authorised financial intermediary which maintains the account shall give notice of such sale to the Company or its agent, and shall send it the appropriate information.
No sale or other transaction which would be completed after midnight, Paris time, on the third business day immediately preceding the date of the meeting of the Company’s shareholders, regardless of the method used, will be notified by the authorised financial intermediary or taken into account by the Company, notwithstanding any agreement providing for the contrary.
No provision will be made for voting at this meeting by means of video conferencing, or other means of telecommunication and electronic transmission: accordingly, no site of the kind referred to in article R.225-61 of the French Commercial Code will be made available for that purpose.
Request for the addition to the meeting’s agenda of items or draft resolutions
by the Company’s shareholders
One or several shareholders representing in excess of the minimum fraction of the share capital required by applicable legal and regulatory provisions may, in the 20-day period following the date of issue of this notice, request the addition to the meeting’s agenda of items or draft resolutions, under the conditions set out in articles L.225-105 and R.225-71 to R.225-73 of the French Commercial Code.
Requests for the addition to the meeting’s agenda of items, including the rationale for such a request, and draft resolutions must be sent within the twenty calendar day period following the date of issue of this notice, and not earlier than the twenty-fifth day preceding the date of the shareholders’ meeting, either by registered letter sent to the Company’s registered office, or by email sent to investor-relations@globalgraphics.com.
The request must be accompanied by:
- the item to be added to the meeting’s agenda, and the rationale for such addition, or the text of the draft resolutions, which may be accompanied by a brief summary of the rationale for such proposed resolutions;
- a statement of ownership of the Company’s shares, proving that the person making the request owns or represents the fraction of the Company’s share capital required by article R.225-71 of the French Commercial Code referred to above; and by
- information required at the fifth paragraph of article R.225-83 of the French Commercial Code if the draft resolution deals with the proposed appointment of a director.
The examination by the shareholders during the meeting of the additional agenda items and draft resolutions which have been filed by the shareholders shall be subject to the provision by those making these requests of a new statement of ownership proving the registration of the Company’s shares in the same accounts and conditions than indicated above, no later than midnight, Paris time, on the third business day immediately preceding the date of the meeting.
The list of the items added to the agenda of the shareholders’ meeting, as well as the text of the draft resolutions presented by the Company’s shareholders under the conditions mentioned above, will be published in the Investors section of the Company’s website at: www.globalgraphics.com.
Written questions from shareholders
Any shareholder is entitled to put questions in writing to the Chairman of the Company’s Board of Directors until the fourth business day immediately preceding the date of the shareholders’ meeting.
Questions shall be asked by sending either a registered letter to the registered office of the Company, or an e-mail to: investor-relations@globalgraphics.com.
In order to be taken into account, questions must be accompanied by a statement of ownership in the Company’s shares.
When more than one question has the same content, a single reply may be given by the Company.
The reply to a written question will be deemed given if provided in the Investors section of the Company’s website at: www.globalgraphics.com.
Documents made available to the Company’s shareholders
As required by law, all documents which must be provided to the shareholders ahead of a general meeting will be made available to them at the Company’s registered office within the time limits set by law.
The Company’s shareholders may also obtain the documents provided for by articles R.225-81 and R.225-83 of the French Commercial Code by making a written request to CACEIS Corporate Trust, Service Assemblées Générales, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France), within the time limits set by law.
Finally, the documents which have to be presented to the Company’s shareholders, together with the other information and documents provided for by article R.225-73-1 of the French Commercial Code will be available in the Investors section of the Company’s website at: www.globalgraphics.com, at the latest twenty-one days before the date of the meeting of the Company’s shareholders.
This notice is valid as the final notice of the meeting, provided that no modifications are made to the meeting’s agenda pursuant to requests for the registration of additional draft resolutions made by shareholders of the Company.
The Board of Directors
Please note that this document is an unofficial translation (provided for the convenience of English-speaking shareholders) of the notice of the meeting of the Company’s shareholders which is scheduled on 27 April 2012, and of the proposed resolutions, which were originally issued in French in accordance with applicable regulations, notably French Company Law.
In case of any discrepancy or dispute between this translation and the original French version, the latter version would govern.
The original version in French is available upon request at the Company’s registered office, and can also be found in, and downloaded from, the Investors section of the Company’s website at: www.globalgraphics.com.
