Ordinary meeting of the Company’s shareholders
Passed resolutions included:
- the approval of the Company’s 2012 statutory and consolidated accounts;
- the allocation of the statutory net profit for that year and of a reserve for own shares;
- the approval of certain transactions and agreements with related parties which were entered into by the Company in the financial year ended 31 December 2012; and
- the allocation of Euro 40,000 as attendance fees to the Board for the current financial year.
In addition, the Company’s shareholders voted to renew for a 18-month period the authority granted to the Board to operate a share repurchase programme pursuant to which the Company is entitled to repurchase up to one million of its own shares at a maximum share price of Euro 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 Company’s shareholders on 27 April 2012.
Extraordinary meeting of the Company’s shareholders
The Company’s shareholders also voted with unanimous consent to renew the authority granted to the Board to use the existing authorizations and authority granted to the Board by the shareholders in case of a take-over bid or a public offer of exchange on the Company’s shares, within the limits set by the provisions of article L.233-33 of the French Commercial Code, and for an 18-month period.
Projected transfer of the Company’s share listing to NYSE Alternext Brussels
The Company’s shareholders, including the Stichting Andlinger & Co. Euro-Foundation (the Stichting) which holds 28.01% of the Company’s share capital, voted with extremely large consent to reject the proposed transfer of the Company’s share listing to NYSE Alternext Brussels.
Accordingly, the Company’s shares will continue to be admitted to trading on NYSE Euronext Brussels and management will continue to report on the Company’s performance on a quarterly basis.
The Stichting representative indicated that their abstention vote was not to be considered as a ‘no confidence’ vote, but was rather the appropriate decision following consultations with a number of shareholders who voiced their concerns with respect of the liquidity of the Company’s share if it were to be listed on NYSE Alternext Brussels.
They also confirmed their strong support for the other aspects of the Company’s legal reorganization project, notably the proposed transfer of the Company’s registered office from France to the UK.
Projected conversion of the Company into a SE
The Company’s shareholders voted with unanimous consent to approve the conversion of the Company into a SE, and the corresponding amendments made to the Company’s articles of association, including the change in the Company’s name into “Global Graphics SE”.
A copy of the updated version of the Company’s articles of association under its form of a SE may be obtained at no cost by sending an email to: investor-relations@globalgraphics.com, and will be shortly available for download from the Investors section of the Company’s website at: www.globalgraphics.com.
The Company’s shareholders also voted to:
- transfer all existing authorizations and delegations of power and authority which were previously granted by the Company’s shareholders to the Board under its société anonyme form, either during this meeting (e.g. the abovementioned share repurchase programme) or at any prior shareholders’ meeting; and
- confirm that the current mandates of the Company’s directors and statutory auditors continue under the same conditions and for the remaining duration of their terms as before the definitive realisation of the conversion of the Company into a SE.
Authorisation to use the delegations of power and authority and/or the authorisations granted by the shareholders in case of a public offering on the Company’s shares
The Company’s shareholders voted to grant the Company’s Board of Directors with appropriate authority to use the authorizations and authority granted to the Board by the shareholders on 27 April 2012 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 27 April 2012.
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 AND VOTING RIGHTS ON 7 JUNE 2013
On 7 June 2013, the total number of ordinary shares forming the Company’s share capital was 10,289,781.
A total of 10,298,500 voting rights was attached to these shares, taking into account the 8,719 shares to which a double voting right was attached.
The total number of voting rights which were exercisable in the 7 June 2013 meeting of the Company’s shareholders was 10,139,733 after taking into account the 158,767 own shares held by the Company at that date, which were all deprived of their voting rights.
REAPPOINTMENT OF THE COMPANY’S CHAIRMAN OF THE BOARD AND CEO
During a meeting of the Company’s Board of Directors which was held at the close of the meeting of the Company’s shareholders on 7 June 2013, Messrs. Johan Volckaerts and Gary Fry were confirmed in their respective positions of Chairman of the Board and Chief Executive Officer for the remaining duration of their director mandates.
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.
About Global Graphics
Global Graphics is a leading developer and supplier of e-document and printing software.
Its high-performance solutions are at the heart of products from customers such as HP, Fuji Xerox, Agfa, Corel and Quark
Detailed vote result for each proposed resolution at the combined shareholders’ meeting held on 7 June 2013
QUORUM COMPUTATION
Number of shares forming the Company’s share capital: 10,289,781
Number of own shares held by the Company which are deprived of voting rights: 158,767
Number of shares entitled to vote at the Company’s meetings: 10,131,014
Quorum at the ordinary meeting (20% of shares with a voting right): 2,026,203
Quorum at the extraordinary meeting (25% of shares with a voting right): 2,532,754
Number of shareholders attending the meeting: 4
Number of shares held by shareholders:
– attending, or being represented at, the meeting: 2,893,071
– having given a proxy to the chairman of the meeting: none
– having voted by postal vote: none
Number of shares to be used for quorum computation: 2,893,071, or 28,11% of the number of shares entitled to vote at the Company’s meetings
Number of voting rights attached to these 2,893,071 shares: 2,893,151
DETAILED VOTE FOR EACH PROPOSED RESOLUTION
Ordinary meeting of the Company’s shareholders
The resolution was passed with unanimous consent.
The resolution was passed with unanimous consent.
The resolution was passed with unanimous consent.
Fourth resolution – Allocation of an amount (of Euro 249,194) to the equity caption Reserve for own shares
The resolution was passed with unanimous consent.
Fifth resolution – Approval of the transactions referred to in article L.225-38 and subsequent articles of the French Commercial Code which were entered into by the Company during the financial year ended 31 December 2012
The resolution was passed with unanimous consent of those shareholders entitled to vote on this resolution.
All of the Company’s directors who were party to any of these transactions (notably Messrs. Alain Pronost and Johan Volckaerts, who were holding 10,010 and 50 shares to which were attached 10,020 and 100 voting rights, respectively) did not take part in the vote relating to the transactions to which they were party.
Sixth resolution – Allocation of attendance fees to the Board for the current year
The resolution was passed with unanimous consent.
The resolution was passed with unanimous consent.
Extraordinary meeting of the Company’s shareholders
The resolution was rejected by 2,893,041 votes (or 99,99% of the total number of votes), which included 10,020 votes against the proposed resolution and 2 883 021 abstentions, which are considered votes against the resolution under French Company Law, while there were 110 votes (or 0,01% of the total number of votes) for the proposed resolution.
The resolution was passed with unanimous consent.
The resolution was passed with unanimous consent.
Eleventh resolution – Approval of the Company’s revised articles of association pursuant to its conversion into a SE
The resolution was passed with unanimous consent.
Twelfth resolution – Confirmation of all existing authorisations which were previously granted to the Board by the shareholders pursuant to the Company’s conversion into a SE
The resolution was passed with unanimous consent.
Thirteenth resolution – Confirmation of the continuation of the current director mandates pursuant to the Company’s conversion into a SE
The resolution was passed with unanimous consent.
The resolution was passed with unanimous consent.
Fifteenth resolution – Authorisation to use the delegations of power and authority and/or the authorisations granted by the shareholders in case of a public offering on the Company’s shares
The resolution was passed with unanimous consent.
Sixteenth resolution – Powers for registration purposes.
The resolution was passed with unanimous consent.
Editors notes
Contact
Tel: + 33 (0)6 62 60 56 51
