All proposed resolutions were passed at the ordinary and extraordinary meeting of the shareholders of GLOBAL GRAPHICS SA (NYSE-Euronext: GLOG) which was held on 24 April 2009 in Brussels.
A detailed analysis of the shareholders’ votes (on a show of hands) for each proposed resolution is shown at the end of this press release.
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 2008 statutory and consolidated accounts; certain transactions entered into and commitments given by the Company in the year ended 31 December 2008; and the allocation of the statutory net loss for that year.
In addition, the Company’s shareholders voted to:
- ratify the cooptation of Mr. Gary Fry, the Company’s Chief Executive Officer, as a director of the Company that had been agreed provisionally by the Board on Directors on 23 June 2008 to replace Mr. James Freidah until the term of the latter’s mandate, i.e. until the close of the Company’s shareholders’ meeting held in 2012 to approve the accounts for the year ending 31 December 2011 (sixth resolution).
- renew the authority granted to the Company’s Board of Directors to implement a share repurchase program pursuant to which the Company is entitled to repurchase up to one million of its own shares over the next eighteen months at a maximum share price of Euro 12.00 a share (seventh resolution). Such authority supersedes the existing authority to implement such a programme which was granted to the Company’s Board of Directors by the shareholders on 25 April 2008 for a similar maximum number of shares.
- authorize the Company’s Board of Directors to implement a Share Incentive Plan through which the Company’s Board of Directors may decide to grant shares at no cost to employees and/or directors of the Company, either on the condition that recipients of such grants make a prior purchase of the number of shares of the Company as was declared by the Board of Directors on 17 December 2008, or with no such prior share purchase requirement (eighth resolution).
Such authorization was granted to the Board of Directors until 1 July 2011 and may result in a grant of a maximum of one million shares, subject to any additional limits as set by applicable legal provisions.
In addition, the following are included in the computation of such limit:
- on the one hand, all options giving the right to subscribe to ordinary shares of the Company to be issued upon exercise of such option rights or to purchase existing shares of the Company which have been granted to date and/or will be granted as the result of the authority granted to the Board of Directors under the nineteenth resolution voted by the shareholders on 25 April 2008 (595 000 options were granted pursuant to such authorization up to 24 April 2009); and
- on the other hand, all shares the grant of which has been decided by the Board of Directors to date and/or that will be granted as the result of the authority granted to the Board of Directors under the twentieth resolution voted by the shareholders on 25 April 2008, whether such share grant by the Board of Directors is provisional or final (no share was granted pursuant to this authorization up to 24 April 2009).
Resolutions passed at the extraordinary meeting of the Company’s shareholders
One resolution was passed at the extraordinary meeting of the Company’s shareholders to renew for another eighteen-month period the authority granted to the Company’s Board of Directors to use the authorizations granted to the Board of Directors by the shareholders on 25 April 2008 while approving the thirteenth, fourteenth, fifteenth, sixteenth, nineteenth and twentieth resolutions in case of a take-over bid or a public offer of exchange on the Company’s shares (ninth resolution).
Information on the number of shares forming the Company’s share capital and attached voting rights
On 24 April 2009 the total number of shares forming the Company’s share capital was 10,289,781.
A total of 10,322,526 voting rights were attached to these shares, taking into account the 32,745 shares to which a double voting right was attached.
The total number of voting rights which were exercisable in the shareholders’ meetings was 10,148,558 taking into account the 173,968 own shares held by the Company at that date, which were deprived of their voting right.
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 for open document and print solutions. It provides sophisticated high performance software components to the graphic arts/commercial print and digital print markets and for electronic document applications. The Company supplies its RIPs, document conversion and manipulation technology, workflow and color solutions 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
Detailed vote result for each proposed resolution at the ordinary and extraordinary shareholders’ meetings held on 24 April 2009
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: 173,968
Number of shares entitled to vote at the Company’s meetings: 10,115,813
Quorum at the ordinary meeting (20% of shares with a voting right): 2,023,163
Quorum at the extraordinary meeting (25% of shares with a voting right): 2,528,954
Number of shares held by shareholders either attending the meeting, being represented at the meeting or having voted by postal vote: 2,894,921 or 28.61% of the number of shares entitled to vote at the Company’s meetings
Number of voting rights attached to these shares: 2,896,647
Detailed vote result for each proposed resolution
Ordinary meeting of the Company’s shareholders
First resolution – Approval of the statutory accounts for the year ended 31 December 2008
The resolution was passed with unanimous consent.
Second resolution – Approval of the consolidated accounts for the year ended 31 December 2008
The resolution was passed with unanimous consent.
Third resolution – Approval of the transactions referred to in article L.225-38 and subsequent articles of the Commercial Code which were entered into by the Company in 2008
The resolution was passed with unanimous consent of those shareholders entitled to vote on this resolution; Mr. Alain Pronost holding 11,710 shares to which were attached 13,386 voting rights did not take part to the vote relating to the transactions to which he was party.
Fourth resolution – Allocation of the net statutory loss for the year ended 31 December 2008
The resolution was passed with unanimous consent.
Fifth resolution – Allocation of attendance fees to the Board of Directors for the current year
The resolution was passed with unanimous consent.
Sixth resolution – Ratification of the cooptation of Mr. Gary Fry as a director of the Company
The resolution was passed with unanimous consent.
Seventh resolution – Share repurchase programme
The resolution was passed with unanimous consent.
Eighth resolution – Authority given to the Board of Directors to implement a Share Incentive Plan
The resolution was passed with unanimous consent.
Extraordinary meeting of the Company’s shareholders
Ninth resolution – Authority given to the Board of Directors to use the authorisations in case of a take-over bid or a public exchange offer on the Company’s shares.
The resolution was passed with unanimous consent.
Tenth resolution – Powers for registration purposes.
The resolution was passed with unanimous consent.
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