Global Graphics SA
Notice of the combined shareholders’ meeting convened on 16 June 2011
Unofficial translation from the French language original
AGENDA OF THE MEETING
Resolutions to be submitted to the ordinary shareholders’ meeting
[<ul>
<li>Approval of the Company’s consolidated accounts for the year ended 31 December 2010 (2nd resolution).
<li>Allocation of the net statutory result for the year ended 31 December 2010 (3rd resolution).
<li>Approval of 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 2010 (4th resolution).
<li>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).
<li>Renewal of the term of office of Mr. Johan Volckaerts as a director of the Company (6th resolution).
<li>Appointment of Ms Clare Findlay as a director of the Company (7th resolution).
<li>Appointment of KPMG Audit IS SAS as first deputy statutory auditor of the Company to replace Mr. Serge Peiffer, who has resigned from such office (8th resolution).
<li>Authorization granted to the Company’s Board of Directors to repurchase own shares in accordance with the provisions of article L.225-209 of the French Commercial Code (9th resolution).
<li>Authorization granted to the Company’s Board of Directors to allot free shares under the Share Incentive Plan (10th resolution).</ul>]
Resolutions to be submitted to the extraordinary shareholders’ meeting
[<ul>
<li>Authorization granted to the Company’s Board of Directors to allot free, existing or new shares (12th resolution).
<li>Authorisation 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 (13th resolution).
<li>Approval of the proposed amendments to the provisions of article 14 of the Company’s articles of association relating to shareholding threshold notifications (14th resolution).
<li>Powers to carry out corporate formalities (15th resolution)</ul>]
DRAFT RESOLUTIONS TO BE SUBMITTED TO THE MEETING
Below are proposed resolutions that will be submitted to the shareholders at the ordinary and extraordinary meeting of the Company’s shareholders, which is convened on 16 June 2011.
For clarity, such resolutions are preceded by an introductory paragraph providing the rationale for each resolution proposed.
Resolutions to be submitted to the ordinary meeting of the shareholders
First resolution – Approval of the Company’s statutory accounts for the year ended 31 December 2010
Introductory paragraph
The purpose of the first resolution is to submit for shareholders’ approval the Company’s statutory accounts for the year ended 31 December 2010, showing a net statutory loss of € 2,669,774.
Proposed resolution
“First resolution – Approval of the Company’s statutory accounts for the year ended 31 December 2010
The shareholders, deliberating pursuant to the quorum and majority requirements for ordinary meetings, and having considered the report of the Board of Directors on the Company’s operations for the year ended 31 December 2010, the report of the Chairman of the Board for that same year, as well as the statutory auditors’ report on the 2010 statutory accounts, approve the Company’s statutory accounts for the year ended 31 December 2010, as they are presented to them, which show a net statutory loss of € 2,669,774, as well as the transactions recorded herein and summarised in these reports.
The shareholders also note that there are no expenses specified under the fourth paragraph of article 39 of the French Tax Code to be reported for the year ended 31 December 2010.”
Second resolution – Approval of the Company’s consolidated accounts for the year ended 31 December 2010
Introductory paragraph
The purpose of the second resolution is to submit for shareholders’ approval the Company’s consolidated accounts for the year ended 31 December 2010, showing a net loss of € 2,597,000.
Proposed resolution
“Second resolution – Approval of the Company’s consolidated accounts for the year ended 31 December 2010
The shareholders, deliberating pursuant to the quorum and majority requirements for ordinary meetings, and having considered the report of the Board of Directors on the Company’s operations for the year ended 31 December 2010, the report of the Chairman of the Board for that same year, as well as the statutory auditors’ report on the 2010 consolidated accounts which were prepared in accordance with International Financial Reporting Standards as approved in the European Union, approve the Company’s consolidated accounts for the year ended 31 December 2010, as they are presented to them, which show a net loss of € 2,597,000, as well as the transactions recorded herein and summarised in these reports.”
Third resolution – Allocation of the net statutory result for the year ended 31 December 2010
Introductory paragraph
The purpose of the third resolution is to allocate the net statutory loss for the year ended 31 December 2010 to the account “Prior year losses brought forward”, as was also done for the net statutory results for the years ended 31 December 2009 and 2008.
Proposed resolution
“Third resolution – Allocation of the statutory net result for the year ended 31 December 2009
The shareholders, deliberating pursuant to the quorum and majority requirements for ordinary meetings, and having considered the recommendation made by the Company’s Board of Directors for the allocation of the net statutory loss for the year ended 31 December 2010, decide to allocate the net statutory loss for the year ended 31 December 2010, which amounts to € 2,669,774, as follows:
[<ul>
<li>proposed allocation: allocation in full to the account “Prior year losses brought forward”, the debit balance of which is therefore increased from € 27,093,785 to € 29,763,559.</ul>]
The shareholders also acknowledge that they were reminded that no dividend has been declared by the Company since its inception.”
Fourth resolution – Approval of the transactions with regulated related parties entered into in 2010
Introductory paragraph
The purpose of the fourth resolution is to approve 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 in the year ended 31 December 2010 as well as in the year ending 31 December 2011 but before the accounts for the year ended 31 December 2010 were drafted by the Company’s Board of Directors, the conclusion of which was approved by the Board.
Such transactions comprise transactions and agreements which were entered into by the Company and either one of its directors or a company which shares one or more directors with the Company, and which have not been yet approved by the shareholders.
The special report of the Company’s statutory auditors on such transactions also sets forth the agreements and commitments which were approved by the shareholders in prior years and were still in effect during the year ended 31 December 2010.
Proposed resolution
“Fourth resolution – Approval of the transactions with regulated related parties entered into in 2010
The shareholders, deliberating pursuant to the quorum and majority requirements for ordinary meetings, approve, in accordance with provisions of the last paragraph of article L.225-40 of the French Commercial Code, each of the transactions falling within the scope of article L.225-38 of that code which are set forth in the special report of the Company’s statutory auditors on such transactions.”
Fifth resolution – Amount of attendance fees allocated to the members of the Board of Directors for the current year
Introductory paragraph
The purpose of the fifth resolution is to set the amount of attendance fees allocated to the members of the Board of Directors for the current year to € 60,000, which was the amount of attendance fees allocated to the members of the Board of Directors for the years ended 31 December 2010 and 2009.
Proposed resolution
“Fifth resolution – Amount of attendance fees allocated to the members of the Board of Directors for the current year
The shareholders, deliberating pursuant to the quorum and majority requirements for ordinary meetings, set the aggregate amount of attendance fees allocated to the members of the Company’s Board of Directors for the current year at € 60,000.”
Sixth resolution – Renewal of the term of office of Mr. Johan Volckaerts as a director of the Company
Introductory paragraph
The purpose of the sixth resolution is to renew the term of office of Mr. Johan Volckaerts as a director of the Company for another four-year period.
The list of directorships and similar mandates or positions held in French or foreign companies by Mr. Johan Volckaerts during the past five years, including information on whether or not he still holds such positions, is provided in note 3f (iii) to the Board of Directors’ report on the Company’s operations for the year ended 31 December 2010.
Proposed resolution
“Sixth resolution – Renewal of the term of office of Mr. Johan Volckaerts as a director of the Company
The shareholders, deliberating pursuant to the quorum and majority requirements for ordinary meetings, hereby renew the term of office of Mr. Johan Volckaerts, a Belgian national, whose personal address is 11 rue H. Elleboudt, B-1180 Brussels (Be
Editors notes
Contact
+33 3 83 49 45 08
