Notice of the meeting of the shareholders constituting notice of convocation

GLOBAL GRAPHICS
Société anonyme with an authorised share capital of € 4,115,912.40
Registered office: 146, boulevard de Finlande, ZAC Pompey Industries
54340 Pompey (France)
Nancy Companies Registrar number 409 983 897
Siret number 409 983 897 00029

Global Graphics SA: Notice of the ordinary and extraordinary shareholders’ meeting  convened on 7 June 2013
Unofficial translation from the French language original

In accordance with applicable legal and statutory provisions, notice is hereby given that an ordinary and extraordinary meeting of the shareholders of Global Graphics SA (the ‘Company’) is scheduled to be held (for the first convocation) on Friday 7 June 2013 at 14.00 CET, at the Hôtel du Châtelain, 17 rue du Châtelain, in Brussels (Belgium), for the purpose of considering the following agenda and draft resolutions.

AGENDA OF THE MEETING

Resolutions to be submitted as ordinary resolutions

• Approval of the Company’s statutory accounts for the year ended 31 December 2012 (1^st resolution).
• Approval of the Company’s consolidated accounts for the year ended 31 December 2012 (2^nd resolution).
• Allocation of the net statutory profit for the year ended 31 December 2012 (3^rd resolution)
• Allocation of an amount to the equity caption Reserve for own shares (4^th resolution).
• Approval of the transactions with regulated related parties referred to under article L.225-38 and subsequent articles of the French Commercial Code, which were entered into during the year ended 31 December 2012 (5^th 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 (6^th 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 (7^th resolution).

Resolutions to be submitted as extraordinary resolutions

• Authorisation to transfer the listing of the Company’s shares from NYSE Euronext Brussels to NYSE Alternext Brussels (8^th resolution).
• Approval of the projected conversion of the Company into a European Company (9^th resolution).
• Approval of the change of the Company’s name pursuant to its conversion into a SE (10^th resolution).
• Approval of the Company’s revised articles of association pursuant to its conversion into a SE (11^th resolution).
• Confirmation of all existing authorisations which were previously granted to the Company’s Board of Directors by the shareholders pursuant to the Company’s conversion into a SE (12^th resolution).
• Confirmation of the continuation of the current director mandates pursuant to the Company’s conversion into a SE (13^th resolution).
• Confirmation of the continuation of the current statutory auditor mandates pursuant to the Company’s conversion into a SE (14^th resolution).
• Authorisation to use the delegations of power and authority granted by the Company’s shareholders in case of a public offering on the Company’s shares (15^th resolution).
• Powers to carry out corporate formalities (16^th resolution).

DRAFT RESOLUTIONS TO BE SUBMITTED TO THE SHAREHOLDERS

The full text of the draft resolutions the Company’s shareholders are invited to vote, including an introductory paragraph aimed at providing adequate information on the purpose and scope of the proposed resolution, is available on a dedicated page of the Investor section of the Company’s website at:
http://www.globalgraphics.com/investors/annual-shareholders-meeting.

Shareholders may also request a hard copy of the meeting’s agenda and proposed resolutions by sending an email to the attention of the Chief Financial Officer to: investor-relations@globalgraphics.com, or writing to his attention at the registered office of the Company.

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 4 June 2013 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 form, 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 16 May 2013, 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 an addition of items to the meeting’s agenda 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 additions 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 of 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.

Editors notes

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