The initial agenda and draft resolutions which will be proposed to the shareholders were included in the press release issued by the Company on 13 March 2008 and the notice of the meeting which was released in the Bulletin des annonces légales et obligatoires (BALO) on 19 March 2008 (advertisement n°0802674 in bulletin 34).
An additional item must be added to the initial agenda following the decision made by the Company’s Board of Directors on 21 March 2008 to appoint Mr. Pierre Van Beneden as a director of the Company to replace Mr. Peter Camps following the latter’s decision to resign from his directorship with the Company with effect from 18 March 2008, namely:
- Ratification of the cooptation by the Company’s Board of Directors on 21 March 2008 of Mr. Pierre Van Beneden to replace Mr. Peter Camps following the latter’s decision to resign from his directorship with the Company.
Consequently, the Company’s shareholders will be proposed the following ordinary resolution which will come immediately after the initial eighth resolution:
“Ninth resolution – Ratification of the cooptation of Mr. Pierre Van Beneden as a director of the Company to replace Mr. Peter Camps following the latter’s resignation
To ratify the appointment of Mr. Pierre Van Beneden (whose personal address is 84 Halton Road, London, UK) as a director of the Company, which was made on a provisional basis by the Company’s Board of Directors on 21 March 2008 to replace Mr. Peter Camps until the term of his mandate, i.e. until the date of the meeting of the Company’s shareholders which will be held in 2010 to approve the statutory and consolidated accounts for the year ending 31 December 2009.”
Therefore all succeeding proposed resolutions need to be re-numbered.
Enforcement of shareholders’ information rights
Shareholders may obtain the documents which have to be made available to them as set out in articles R. 225-81 and R.225-83 of the French Commercial Code by sending a request in writing to CACEIS Corporate Trust, Service Assemblée Générale, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France), or an e-mail to: [<a href="mailto:investor-relations@globalgraphics.com">investor-relations@globalgraphics.com</a>].
These documents will also be available for inspection at the registered office of the Company.
Shareholders are kindly reminded that the Company’s annual financial report for the year ended 31 December 2007, which includes the Company’s statutory and consolidated accounts, the report on operations and all the other reports (on share options, on shares at no cost to the recipient, or on share repurchases) prepared by the Board of Directors as well as the Chairman of the Board’s report on the organisation and preparation of Board meetings as well as on internal control procedures implemented within the Company, has been available since 31 March 2008, and may be downloaded from the Company’s website. Hardcopies of this report may be obtained by sending a request in writing to the Company’s registered office or an e-mail to: [<a href="mailto:investor-relations@globalgraphics.com">investor-relations@globalgraphics.com</a>].
The supplementary report of the Company’s Board of Directors which was prepared by the Board of Directors during its meeting on 21 March 2008 is attached as an appendix to this press release.
Information on voting procedures
The record of bearer shares in securities’ accounts kept by a registered intermediary is duly evidenced by a certificate which may be delivered by the registered intermediary, including by electronic means provided that conditions set out in article R. 225-61 of the French Commercial Code are then met, which has to be attached to the postal vote form, the proxy statement, or to the request to get an entrance card mentioning the name of the shareholder or the name of the registered intermediary which represents the shareholder.
This certificate may also be delivered to the shareholder willing to attend the meeting should he not have received his entrance card at 00.00 CET on the third business day immediately preceding the meeting date.
Should they not be in a position to attend the meeting, shareholders may choose between one of the following methods to vote:
1. either send a proxy statement to the Company without any indication of the person to whom a voting mandate is given;
2. give a mandate to their spouse or any other shareholder of the Company, or
3. vote by postal vote.
Any shareholder who has followed any of the above-mentioned procedures may still dispose of part or all of the shares he holds in the Company. However, should such disposal occur no later than 00.00 CET on the third business day immediately preceding the meeting date, the Company will be entitled to cancel or amend the postal vote, proxy statement, entrance card or certificate of participation of the shareholder based on information of such disposal provided by the registered intermediary to the Company or its share registrar. The registered intermediary has no obligation to notify the Company of any share disposal or other types of share transactions which would be entered into after 00.00 CET on the third business day immediately preceding the meeting date, even in the existence of an agreement providing for the opposite.
A single form which may be used either to vote by proxy statement or by postal vote will be mailed to all shareholders who have registered their shares with the Company’s share registrar. The shareholder who has filed and returned the form to vote by postal vote may no longer vote by proxy statement or attend the meeting. To be valid, postal votes, once completed and duly signed, must be sent back to CACEIS Corporate Trust no later than three days before the meeting date.
Questions put in writing by the shareholders
In accordance with provisions of article R. 225-84 of the French Commercial Code, any shareholder is entitled to put questions in writing to the Company’s Chairman of the Board of Directors. Such questions shall be asked by sending either a registered letter to the registered office of the Company or an e-mail to: [<a href="mailto:investor-relations@globalgraphics.com">investor-relations@globalgraphics.com</a>] no later than four business days ahead of the date when the meeting is scheduled.
A certificate of ownership in the Company’s shares must be attached to such requests.
The Board of Directors
GLOBAL GRAPHICS
Société anonyme with an authorised share capital of € 4,115,912.40
Registered office: Z.I. Pompey Industries – 54340 Pompey (France)
Nancy Companies Registrar number 409 983 897
Siret number 409 983 897 000 29
to the Company’s shareholders
Ladies and gentlemen,
This supplementary report of the Company’s Board of Directors was prepared and is to be read in conjunction with all of the reports of the Company’s Board of Directors which are required by law and were prepared in connection with the ordinary and extraordinary meeting of the Company’s shareholders scheduled on 25 April 2008.
After the Company’s Board of Directors approved all of the abovementioned reports required by law, the Board of Directors was made aware of the decision made by Mr. Peter Camps to resign from his directorship with the Company with effect from 18 March 2008.
Such resignation was handed over by Mr. Camps pursuant to his acceptance of a position within a group of companies which may have business relationships with the Company, which he considered may put him in a potential conflict of interest situation.
In its meeting on 21 March 2008, the Company’s Board of Directors decided:
- to accept the resignation of Mr. Peter Camps from his directorship with the Company; and
- to appoint Mr. Pierre Van Beneden, whose personal address is 84 Halton Road, London (United Kingdom), as a director of the Company to replace Mr. Peter Camps.
Mr. Pierre Van Beneden was selected by the Company’s Board of Directors notably with regard to his past professional experience (particularly with Lotus between 1995 and 2001, Critical Path between 2001 and early 2003, and as VP EMEA of Adobe between May 2003 and late 2007), and the high-level contacts he developed during these years.
As required by the fourth paragraph of article L. 225-24 of the French Commercial Code, the cooptation of Mr. Van Beneden as a director of the Company needs to be ratified by the shareholders. Should such ratification be voted, Mr. Van Beneden would serve as a director of the Company until the term of the mandate held by Mr. Camps, i.e. until the date of the meeting of the Company’s shareholders which will be held in 2010 to approve the statutory and consolidated accounts for the year ending 31 December 2009.
You are kindly invited to read this report in conjunction with all of the reports of the Company’s Board of Directors which were prepared in connection with the ordinary and extraordinary meeting of the Company’s shareholders scheduled on 25 April 2008.
We hereby confirm to you that no specific events occurred since the date these reports were prepared which would require the Board of Directors to amend such reports.
The Board of Directors
Please note that this is a translation for convenience only of the supplementary report of the Board of Directors which was prepared in connection with the meeting of the Company’s shareholders scheduled on 25 April 2008 which was 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.
Editors notes
Contact
+33 3 83 49 45 08
