Pompey, France 03/13/2008 11:00:00 AM
Notice is hereby given that the annual general meeting of the shareholders of Global Graphics SA (the ‘Company’) will be held at the Hotel Bristol Stéphanie, 91-93 avenue Louise, Brussels (Belgium), on 25 April 2008 at 09.30 CET for the purpose of transacting the following business:
AGENDA
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 2007, including any legally required information on the Company’s consolidated accounts 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 2007 and to internal control procedures implemented within the Company;
- To hear the statutory 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 Commercial Code;
- To approve the Company’s statutory and consolidated accounts for the year ended 31 December 2007, as well as the transactions as defined in articles L. 225-38 and L. 225-42-1 of the Commercial Code which were entered into by the Company in the year ended 31 December 2007;
- To allocate the net statutory loss for the year ended 31 December 2007;
- To set the amount of attendance fees allocated to the Board of Directors for the year ending 31 December 2008;
- To re-appoint Mr. James Freidah as a director of the Company;
- To re-appoint Mr. Alain Pronost as a director of the Company;
- To re-appoint KPMG and Mr. Serge Peiffer as statutory and deputy statutory auditors of the Company, respectively; and
- To give the Board of Directors the authorisation and appropriate authority to allow the Company to repurchase its own shares in accordance with the terms and conditions specified under article L. 225-209 of the Commercial Code.
To consider and, if thought fit, to pass the following resolutions which will be proposed as extraordinary resolutions:
- To give the Company’s Board of Directors the authorisation and appropriate authority to increase the share capital of the Company, either through the issue of ordinary shares or of any other financial instruments giving right to the share capital of the Company while maintaining the existing shareholders’ preferential subscription rights, or through the incorporation in the share capital of share premiums, retained earnings or otherwise retained profit;
- To give the Company’s Board of Directors the authorisation and appropriate authority to increase the share capital of the Company, through the issue of ordinary shares or of any other financial instruments giving right to the share capital of the Company while waiving the existing shareholders’ preferential subscription rights;
- To give the Company’s Board of Directors the authorisation and appropriate authority to increase the share capital of the Company above the initially planned amount of a capital increase in the share in case of an excess of demand over the number of new shares to be issued as a result of the initially planned share capital increase;
- To give the Company’s Board of Directors the authorisation and appropriate authority to 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 any financial instruments giving right to such shares;
- To give the Company’s Board of Directors the authorisation and appropriate authority to 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 to the Company’s plan d’épargne d’entreprise as defined in article L. 443-1 and subsequent articles of the Labour Code;
- To give the Company’s Board of Directors the authorisation and appropriate authority to cancel own shares repurchased by the Company in accordance with the terms of the share repurchase programme defined in article L. 225-209 of the Commercial Code;
- To give the Company’s Board of Directors the authorisation and appropriate authority to grant share options on the Company’s shares to employees or directors of the Company;
- To give the Company’s Board of Directors the authorisation and appropriate authority to grant ordinary shares of the Company to employees or directors of the Company at no cost for the recipient of such grant;
- To give the Company’s Board of Directors the authorisation and appropriate authority to use the abovementioned authorisations in case of a take-over bid or a public offer of exchange on the Company’s shares; 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, 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 25 April 2008 which was 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: http://www.globalgraphics.com.
Contacts
CFO Alain Pronost/Global Graphics
+33 3 83 49 45 08