All proposed resolutions at the ordinary and extraordinary meetings of the shareholders of GLOBAL GRAPHICS SA (NYSE-Euronext: GLOG) held on 25 April 2008 were passed.
A detailed analysis of the shareholders’ votes 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 2007 statutory and consolidated accounts; certain transactions entered into and commitments given by the Company in the year ended 31 December 2007; and the allocation of the statutory net loss for that year.
In addition, the Company’s shareholders voted to:
- re-appoint Messrs. James Freidah and Alain Pronost for a four-year mandate as directors of the Company;
- ratify the cooptation of Mr. Pierre Van Beneden as director of the Company made on a provisional basis by the Board on Directors on 21 March 2008 to replace Mr. Peter Camps, until the term of the latter’s mandate, i.e. until the close of the meeting of the Company’s shareholders held in 2010 to approve the accounts for the year ending 31 December 2009;
- re-appoint KPMG and Mr. Serge Peiffer as statutory and deputy statutory auditors of the Company, respectively, for another six-year mandate;
- grant the Company’s Board of Directors with appropriate authority 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.
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 27 April 2007 for a similar maximum number of shares.
More information on the Company’s share repurchase programme may be found in the information memorandum on such programme which was issued by the Company on 23 April 2008 and may be downloaded from the investor section of the Company’s website at: www.globalgraphics.com.
Resolutions passed at the extraordinary meeting of the Company’s shareholders
Passed resolutions at the extraordinary meeting of the Company’s shareholders firstly provided the Company’s Board of Directors with the authorization and appropriate authority to increase the Company’s share capital, in one or several instances, at its own discretion, up to a maximum amount of Euro 2 million (i.e. through the issue of a maximum of 5 million new shares) either by maintaining or waiving the preferential subscription rights attached to existing shares. Such authorizations were granted for a twenty-six month period and supersede existing, similar authorizations which were due to expire on 20 June 2008 (thirteenth and fourteenth resolutions).
The Board of Directors 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 which was initially contemplated to be issued. This authorization was granted for a twenty-six 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 twenty-six month period (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’épargne entreprise as defined in article L. 443-1 and subsequent articles of the Labour Code. This authorization was granted for a twenty-six month period and supersedes the existing similar authorization which was due to expire on 20 June 2008 (seventeenth resolution);
- decrease the share capital of the Company through the cancellation of up to one million shares which would have been repurchased by the Company as the result of the use of the share repurchase program which was voted by the shareholders in the ordinary meeting held on the same date. This authorization was granted for a twenty-four month period (eighteenth resolution);
- grant up to one million share options to the Company’s employees or directors, such number being inclusive of all shares granted at no cost to the recipient as a result of the use of the authorization mentioned below, with a minimum exercise price set up in accordance with applicable legal requirements. This authorization was granted for a thirty-eight month period and supersedes the existing similar authorization which was due to expire on 20 June 2008 (nineteenth resolution);
- grant up to one million shares at no cost to the recipient to the Company’s employees or directors, such number being inclusive of all options on the Company’s shares granted as a result of the use of the authorization mentioned above. This authorization was granted for a thirty-eight month period and supersedes the existing similar authorization which was due to expire on 20 June 2008 (twentieth resolution);
- use the abovementioned authorizations in case of a take-over bid or a public offer of exchange on the Company’s shares, within limits set by article L.233-3 of the Commercial Code. This authorization was granted for an eighteen month period (twenty-first resolution).
Information on the number of shares forming the Company’s share capital and attached voting rights
On 25 April 2008 the total number of shares forming the Company’s share capital was 10,289,781.
A total of 10,321,050 voting rights was attached to these shares, taking into account the 31,269 shares to which a double voting right was attached.
The total number of voting rights which were exercisable in the shareholders’ meeting was 10,192,068 taking into account the 128,968 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 [<a href="mailto:investor-relations@globalgraphics.com">investor-relations@globalgraphics.com</a>], or by written request sent for his attention at the Company’s registered office.
Detailed vote result for each proposed resolution at the ordinary and extraordinary shareholders’ meetings held on 25 April 2008
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 from voting rights: 128,968
Number of shares entitled to vote at the Company’s meetings: 10,160,183
Quorum at the ordinary meeting (20% of shares with a voting right): 2,032,163
Quorum at the extraordinary meeting (25% of shares with a voting right): 2,540,204
Number of shares held by shareholders either attending the meeting, being represented at the meeting or having voted by postal vote: 2,884,727 or 28.39% of the number of shares entitled to vote at the Company’s meetings
Number of voting rights attached to these shares: 2,884,807
Detailed vote result for each proposed resolution
Ordinary meeting of the Company’s shareholders
First resolution – Approval of statutory accounts for the year ended 31 December 2007
The resolution was passed with unanimous consent.
Second resolution – Approval of consolidated accounts for the year ended 31 December 2007
The resolution was passed with unanimous consent.
Third resolution – Approval of the transactions as defined in article L.225-38 and subsequent articles of the Commercial Code entered into by the Company during 2007
The resolution was with unanimous consent of those shareholders entitled to vote on this resolution, Messrs. Johan Volckaerts, James Freidah and Alain Pronost not taking part in this vote.
Fourth resolution – Approval of the commitment given to Mr. James Freidah should his employment with the Company be terminated
The resolution was passed with unanimous consent of those shareholders entitled to vote on this resolution, Mr. James Freidah not taking part in this vote.
Fifth resolution – Allocation of the net statutory loss for the year ended 31 December 2007
The resolution was passed with unanimous consent.
Sixth resolution – Allocation of attendance fees to the Board of Directors for the current year
The resolution was passed with unanimous consent.
Seventh resolution – Re-appointment of Mr. James Freidah as a director of the Company
The resolution was passed with unanimous consent.
Eighth resolution – Re-appointment of Mr. Alain Pronost as a director of the Company
The resolution was passed with unanimous consent.
Ninth resolution – Ratification of the cooptation of Mr. Pierre Van Beneden as a director of the Company to replace Mr. Peter Camps
The resolution was passed with unanimous consent.
Tenth resolution – Re-appointment of KPMG as statutory auditor of the Company
The resolution was passed with unanimous consent.
Eleventh resolution – Re-appointment of Mr. Serge Peiffer as deputy statutory auditor of the Company
The resolution was passed with unanimous consent.
Twelfth resolution – Share repurchase programme
The resolution was passed with unanimous consent.
Extraordinary meeting of the Company’s shareholders
Thirteenth resolution – Authorisation given to the Board of Directors to increase the Company’s share capital while maintaining the existing shareholders’ preferential right.
The resolution was passed with unanimous consent.
Fourteenth resolution – Authorisation given to the Board of Directors to increase the Company’s share capital while waiving the existing shareholders’ preferential right.
The resolution was passed with unanimous consent.
Fifteenth resolution – Authorisation given to the Board of Directors to increase the amount of the share capital issues should the demand in shares exceed the number of shares which was initially contemplated to be issued.
The resolution was passed with unanimous consent.
Sixteenth resolution – Authorisation given to the Board of Directors to increase the share capital up to a maximum of 10% of its existing amount to pay for any contribution in kind made to the Company.
The resolution was passed with unanimous consent.
Seventeenth resolution – Authorisation given to the Board of Directors to increase the share capital through an issue of shares which would be reserved to the Company’s employees participating in the Company’s Plan d’Epargne d’Entreprise.
The resolution was passed with unanimous consent.
Eighteenth resolution – Authorisation given to the Board of Directors to decrease the share capital as a result of the utilisation of the share repurchase programme.
The resolution was passed with unanimous consent.
Nineteenth resolution – Authorisation given to the Board of Directors to grant options in the Company’s shares.
The resolution was passed with unanimous consent.
Twentieth resolution – Authorisation given to the Board of Directors to grant shares at no cost to the recipient.
The resolution was passed with unanimous consent.
Twenty-first resolution – Authorisation to use the authorisations given to the Board of Directors in case of a take-over bid or a public exchange offer on the Company’s shares.
The resolution was passed with unanimous consent.
Twenty-second resolution – Powers for registration purposes.
The resolution was passed with unanimous consent.
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.
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