Jaws
gDocPompey, France 03/20/2007
Agenda for ordinary and extraordinary meeting of the shareholders
AGENDA
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
To consider and, if thought fit, to pass the following resolutions which will be proposed as extraordinary resolutions:
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 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 AND REGISTRATION OF ADDITIONAL DRAFT RESOLUTIONS
Any request for the registration of additional, draft resolutions may be made by those shareholders meeting the conditions set out by article 128 of the 23 March 1967 decree number 67-236, as amended on 11 December 2006, 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 accordance with article 136 of the above-mentioned decree, 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 to a meeting of the shareholders provided that the shares he holds in the Company be registered in his name 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, 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 of 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.
Shareholders may obtain the documents set out in articles 133 and 135 of the above mentioned decree by sending a request in writing to CACEIS Corporate Trust, 14 rue Rouget de Lisle, F-92862 Issy-les-Moulineaux Cedex 09 (France). These documents will also be available for inspection at the registered office of the Company.
Should a shareholder decide to vote by postal vote, he will no longer be entitled to vote by proxy statement or attend the meeting in person.
The postal voting form shall be sent to CACEIS Corporate Trust no later than three days ahead of the meeting date.
In accordance with provisions of article 135-1 of the above-mentioned decree, any shareholder is entitled to put questions in writing to the Chairman of the Board of Directors of the Company from the date of issue of this notice. Such questions shall be asked by sending a registered letter to the registered office of the Company no later than four business days ahead of the meeting date. A certificate of ownership in the Company’s shares must be attached to such requests.
The present notice is valid as the notice of the meeting, provided that no modifications are made to the agenda subsequent to requests for the registration of draft resolutions submitted by shareholders.
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 27 April 2007 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.
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 2006, including any legally required information on the Company’s consolidated accounts prepared in accordance with IFRSs 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 2006 and to internal control procedures implemented within the Company;
- To hear the 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 as defined in article L.225-38 of the French Commerce Code;
- To approve the Company’s statutory and consolidated accounts for the year ended 31 December 2006, as well as the transactions as defined in article L.225-38 of the French Commerce Code which were entered into by the Company in the year ended 31 December 2006;
- To allocate the net statutory profit for the year ended 31 December 2006;
- To set the amount of attendance fees allocated to the Board of Directors for the year ending 31 December 2007;
- To re-appoint Mr. Johan Volckaerts as a director of the Company;
- To give the Board of Directors
the authorisation and appropriate authority to allow the Company to repurchase
some of its own shares in accordance with the terms and conditions specified
under article L.225-209 of the French Commerce Code.
To consider and, if thought fit, to pass the following resolutions which will be proposed as extraordinary resolutions:
- To amend certain terms and conditions applicable to the grant of shares at no cost to the recipient of such grants, for which appropriate authority was given to the Company’s Board of Directors by the shareholders on 20 April 2006;
- To amend article 17 of the Company’s articles of association in its provisions relating to conditions to be met by the shareholders to be entitled to participate to shareholders’ meetings; and
- To give powers for 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 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 AND REGISTRATION OF ADDITIONAL DRAFT RESOLUTIONS
Any request for the registration of additional, draft resolutions may be made by those shareholders meeting the conditions set out by article 128 of the 23 March 1967 decree number 67-236, as amended on 11 December 2006, 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 accordance with article 136 of the above-mentioned decree, 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 to a meeting of the shareholders provided that the shares he holds in the Company be registered in his name 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, 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 of 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.
Shareholders may obtain the documents set out in articles 133 and 135 of the above mentioned decree by sending a request in writing to CACEIS Corporate Trust, 14 rue Rouget de Lisle, F-92862 Issy-les-Moulineaux Cedex 09 (France). These documents will also be available for inspection at the registered office of the Company.
Should a shareholder decide to vote by postal vote, he will no longer be entitled to vote by proxy statement or attend the meeting in person.
The postal voting form shall be sent to CACEIS Corporate Trust no later than three days ahead of the meeting date.
In accordance with provisions of article 135-1 of the above-mentioned decree, any shareholder is entitled to put questions in writing to the Chairman of the Board of Directors of the Company from the date of issue of this notice. Such questions shall be asked by sending a registered letter to the registered office of the Company no later than four business days ahead of the meeting date. A certificate of ownership in the Company’s shares must be attached to such requests.
The present notice is valid as the notice of the meeting, provided that no modifications are made to the agenda subsequent to requests for the registration of draft resolutions submitted by shareholders.
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 27 April 2007 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.
CFO Alain Pronost/Global Graphics
+33 3 83 49 45 08
CEO Johan Volckaerts/Global Graphics
+32 2 647 80 70
