Notice of the ordinary and extraordinary shareholders’ meeting

Notice is hereby given that the annual general meeting of the shareholders of Global Graphics SA (the ‘Company’) will be held at the Hotel le Châtelain, 17 rue du Châtelain, Brussels (Belgium), on Friday 23 April 2010 at 09.00 CET for the purpose of transacting the following business:

AGENDA OF THE MEETING

To consider and, if thought fit, to pass the following resolutions, which will be proposed as ordinary resolutions:

• to hear the report prepared by the Board of Directors relating to the Company’s operations for the year ended 31 December 2009, which includes legally required information on the Company’s consolidated accounts for that year;
• to hear the report prepared by the Chairman of the Board of Directors relating to the preparation and organisation of the meetings of the Board of Directors in the year ended 31 December 2009 and to internal control procedures implemented within the Company;
• to hear the statutory auditors’ reports on the fulfilment of their assignment as well as their opinion on the Company’s statutory and consolidated accounts and on the transactions specified under article  L.225-38 and subsequent articles of the Commercial Code for the year ended 31 December 2009;
• to approve the Company’s statutory and consolidated accounts for the year ended 31 December 2009, as well as the ‘related party’ transactions as specified under article L.225-38 and subsequent articles of the Commercial Code which were entered into by the Company during the year ended 31 December 2009;
• to allocate the statutory net result for the year ended 31 December 2009;
• to set the amount of attendance fees allocated to the Board of Directors for the current year;
• to re-appoint Mr. Gareth Jones as a director of the Company;
• to re-appoint Mr. Pierre Van Beneden as a director of the Company;
• to re-appoint SECEF Sarl and Mr Patrick Baci as second statutory auditor and second deputy statutory auditor, respectively; and
• to give the Board of Directors the authorisation and appropriate authority to repurchase own shares of the Company in accordance with the terms and conditions specified under article L.225-209 of the Commercial Code.

To consider and, if thought fit, to pass the following resolutions which will be proposed as extraordinary resolutions:

• to give the Board of Directors the authorisation and appropriate authority to cancel own shares purchased by the Company as part of the share repurchase programme referred to under article L.225-209 of the Commercial Code;
• to give the Board of Directors the authorisation and appropriate authority to increase the share capital of the Company through the incorporation in the share capital of share premiums, retained earnings or otherwise retained profit;
• to give the Board of Directors the authorisation and appropriate authority to increase the share capital of the Company by issuing ordinary shares or any other financial instruments giving right to the share capital, while maintaining the existing shareholders’ preferential subscription rights;
• to give the Board of Directors the authorisation and appropriate authority to increase the share capital of the Company, by issuing ordinary shares or any other financial instruments giving right to the share capital, while waiving the existing shareholders’ preferential subscription rights, by way of a public offer of such shares or other financial instruments;
• to give the Board of Directors the authorisation and appropriate authority to increase the share capital of the Company, by issuing ordinary shares or any other financial instruments giving right to the share capital, while waiving the existing shareholders’ preferential subscription rights, by way of a private placement of such shares or other financial instruments;
• to give the Board of Directors the authorisation and appropriate authority to increase the share capital of the Company above the initially planned amount in case of an excess of demand over the number of new shares to be issued as a result of the initially planned share capital increase;
• to give the Board of Directors the authorisation and appropriate authority to increase the share capital of the Company up to a maximum of 10% of the existing number of shares to pay for any contribution in kind made to the Company in the form of shares or any financial instruments giving right to such shares;
• to give the Board of Directors the authorisation and appropriate authority to increase the share capital of the Company through an issue of ordinary shares of the Company which would be reserved to the employees participating to the Company’s plan d’épargne d’entreprise as defined in article L.3332-18 and subsequent articles of the French Labour Code;
• to give the Company’s Board of Directors the authorisation and appropriate authority to use the authorisations in case of a take-over bid or a public offer of exchange on the Company’s shares; and
• to give powers to carry out registration purposes.

PROPOSED RESOLUTIONS

The complete text of the proposed 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).

INFORMATION ON VOTING PROCEDURES

Any shareholder may attend or participate in shareholders’ meetings regardless of his/her holding in the Company, notwithstanding any contrary provisions of the Company’s articles of association.

Any shareholder of a company whose shares are admitted to trading on a regulated market or to performing transactions of a central depositary is entitled to participate in a meeting of the  shareholders of such company provided that the shares he/she holds in that company are registered in his/her name or in the name of the registered intermediary on behalf of him/her as set out in the seventh paragraph of article L.228-1 of the Commercial Code, no later than three business days before the date of the shareholders’ meeting at 00.00 CET, either with the Company’s share registrar for shares registered in the name of the shareholder, or with a registered intermediary entitled to keep securities’ accounts.

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 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.
That 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 give a mandate to their spouse or any other shareholder of the Company, send a proxy statement to the Company, or 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.

In accordance with applicable legal provisions, shareholders may obtain the documents which have to be made available to them by sending a request in writing to CACEIS Corporate Trust. These documents will also be available for inspection at the registered office of the Company.

The holder of bearer shares may obtain the proxy statement and postal vote form by sending a registered letter to CACEIS Corporate Trust, Service Assemblée Générale, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France) no later than six (6) days before the meeting date.

To be valid, the postal vote, once completed and duly signed must be sent back to CACEIS Corporate Trust, Service Assemblée Générale, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (France), no later than three (3) days before the meeting date.

Should a shareholder decide to vote by postal vote or by proxy statement, or request an entrance card, he/she will no longer be entitled to vote by any other means, notwithstanding any contrary clause of the Company’s articles of association

WRITTEN Questions FROM shareholders

Any shareholder is entitled to put questions in writing to the Company from the date of issue of this notice. Such 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 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.
registration of additional draft resolutions

Any request for the registration of additional, draft resolutions may be made by those shareholders meeting the conditions required by law, by sending a registered letter to the registered office of the Company no later than twenty-five days ahead of the meeting date.
A certificate of ownership in the Company’s shares must be attached to such requests.

In addition, the addition of such resolutions to those proposed to the shareholders will be made provided that a certificate of ownership in the Company’s shares is received by the Company no later than three business days ahead of the date when the meeting is scheduled.

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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 is a translation for convenience only of the notice of the meeting of the shareholders scheduled on 23 April 2010 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 for inspection upon request at the Company’s registered office, and can also be downloaded from the Company’s website at: www.globalgraphics.com.

Editors notes

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