All proposed resolutions were passed at the combined meetings of the shareholders of Global Graphics SA (NYSE-Euronext: GLOG) which was held on 27 April 2012 in Brussels, with unanimous or extremely large consent.
Resolutions passed at the ordinary meeting of the Company’s shareholders
Passed resolutions at the ordinary meeting of the Company’s shareholders included the approval of the Company’s 2011 statutory and consolidated accounts, the approval of certain transactions entered into by the Company in the financial year ended 31 December 2011, the allocation of the statutory net profit for that year, as well as the allocation of € 60,000 as attendance fees to the Board for the current year.
In addition, the Company’s shareholders voted to:
- re-appoint Messrs. Gary Fry and Alain Pronost as directors of the Company for another four-year mandate which will come to term at the close of the annual meeting held in 2016 to approve the accounts of the last financial year then ended (sixth and seventh resolutions);
- renew for a 26-month period the authority given to the Company’s Board of Directors to operate a Share Incentive Plan (SIP) under which the Board may decide to grant free shares to employees and/or directors of the Company, the maximum number of shares which may be granted pursuant to this authorization being 150,000, such number also including the options and free shares granted by the Board pursuant to the eighteenth and nineteenth resolutions of this meeting.
This authorization cancels the unused portion of the existing authorization having the same purpose which was granted to the Board on 16 June 2011 (eighth resolution). - renew for a 18-month period the authority granted to the Board to operate a share repurchase program pursuant to which the Company is entitled to repurchase up to one million of its own shares at a maximum share price of € 10.00 per share.
This authorization cancels the unused portion of the existing authorization having the same purpose which was granted to the Board by the shareholders on 16 June 2011 and was due to expire on 16 December 2012 (ninth resolution).
Resolutions passed at the extraordinary meeting of the Company’s shareholders
Passed resolutions at the extraordinary meeting of the Company’s shareholders provided the Board with the authorization and appropriate authority to:
- firstly, cancel up to a million of the Company’s own shares previously repurchased as part of the share repurchase program the implementation of which was authorized by the shareholders in the ninth resolution of today’s meeting, such authorization being granted for a 24-month period (tenth resolution);
- secondly, to increase the Company’s share capital, in one or several instances, at the Board’s entire discretion, up to a maximum amount of € 10 million, through the incorporation in the share capital of premiums, retained earnings, otherwise retained profit or of any amount the incorporation of which in the share capital is possible, such authorization being granted for a 26-month period, and cancelling the existing, similar authorization granted to the Board by the shareholders on 23 April 2010 which was due to expire on 23 June 2012 (eleventh resolution); and
- thirdly, to increase the Company’s share capital, in one or several instances, at the Board’s entire discretion, up to a maximum nominal amount of € 2 million, through the issue of ordinary shares and/or financial instruments giving right to the share capital and/or the allocation of debt securities, either by maintaining the preferential subscription right attached to existing shares or by waiving such right (effected either through a public offering or a private placement), these authorizations being granted for a 26-month period, and cancelling the existing, similar authorizations granted to the Board by the shareholders on 23 April 2010 which were due to expire on 23 June 2012 (twelfth, thirteenth, and fourteenth resolutions).
The Board was also granted appropriate authority to:
- increase the share capital of the Company above the initially planned amount of a capital increase should the demand for shares be higher than the number of shares contemplated for initial issue when the Board made use of the authorizations to increase the Company’s share capital either by maintaining the preferential subscription right attached to existing shares or by waiving such right. This authorization was granted for a 26-month period (fifteenth resolution);
- 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 of any other financial instruments giving right to such shares. This authorization was granted for a 26-month period, and cancels the existing, similar authorization granted to the Board by the shareholders on 23 April 2010 which was due to expire on 23 June 2012 (sixteenth resolution);
- increase the share capital of the Company through an issue of ordinary shares of the Company which would be reserved to the Company’s employees participating in the Company’s Plan d’Epargne Entreprise. This authorization was granted for a 26-month period, and cancels the existing, similar authorization granted to the Board by the shareholders on 23 April 2010 which was due to expire on 23 June 2012 (seventeenth resolution);
- grant options to subscribe for new shares and/or purchase existing shares to employees and/or directors of the Company, up to a total number of 150,000 shares, such number including all of the shares granted under or outside of the SIP pursuant to the eighth and nineteenth resolutions. Such authorization was granted for a 38-month period and cancelled the unused portion of the existing authorization to grant options, which was granted to the Board by the shareholders on 16 June 2011 (eighteenth resolution);
- effect grants of free, existing or new shares to employees and/or directors of the Company, up to a total number of 150,000 shares, such number including all of the shares granted under the SIP and/or all of the options granted pursuant to the eighth and eighteenth resolutions. Such authorization was granted for a 38-month period and cancelled the unused portion of the existing authorization to grant free shares, which was granted to the Board by the shareholders on 16 June 2011 (nineteenth resolution); and
- use the authorizations and authority granted to the Board by the shareholders during the present meeting in case of a take-over bid or a public offer of exchange on the Company’s shares, within the limits set by article L.233-33 of the French Commercial Code. This authorization was granted for an 18-month period, and cancelled the existing, similar authorization which granted by the shareholders on 16 June 2011 (twentieth resolution).
The Company’s shareholders also voted to adopt the amendments to the provisions of article 15 of the Company’s articles of association as proposed by the Board which related to the minimum number of shares to be held by a director of the Company and the period to acquire these shares (twenty-first resolution).
A copy of the updated version of the Company’s articles of association may be obtained at no cost by sending a written request to the Company’s registered office, or downloaded from the Investors section of the Company’s website at: www.globalgraphics.com.
A copy of the updated version of the Company’s articles of association may be obtained at no cost by sending a written request to the Company’s registered office, or downloaded from the Investors section of the Company’s website at: www.globalgraphics.com.
Detailed vote information
A detailed vote result for each of the proposed resolutions is attached as an appendix to this press release.
Information on the number of shares forming the Company’s share capital and attached voting rights
On 27 April 2012 the total number of ordinary shares forming the Company’s share capital was 10,289,781.
A total of 10,296,501 voting rights were attached to these shares, taking into account the 6,720 shares to which a double voting right was attached.
The total number of voting rights which were exercisable in the shareholders’ meetings was 10,130,234 taking into account the 166,267 own shares held by the Company at that date, which were each deprived of their voting rights.
Should you have any further query on the above, please contact Alain Pronost, the Company’s Chief Financial Officer, either by e-mail at investor-relations@globalgraphics.com, or by written request sent for his attention at the Company’s registered office.
Editors notes
About Global Graphics
Global Graphics (http://www.globalgraphics.com) is a leading developer of technology of printing and electronic document software. It provides high performance components to the graphic arts/commercial print and digital print markets and for electronic document applications. The Company supplies its technology mostly to a customer base of Original Equipment Manufacturers (OEMs), system integrators, software developers and resellers. These partners include the world’s leading vendors of digital pre-press systems, large-format color printers, color proofing systems, digital copiers and printers for the corporate and SOHO (Small Office / Home Office) markets, and a wide variety of market leading software applications
Contact
Alain Pronost, CFO
Tel: + 33 (0)6 62 60 56 51
Tel: + 33 (0)6 62 60 56 51
