Pompey, France 05/02/2007 04:45:00 PM
All proposed resolutions at either the ordinary or the extraordinary meetings of the shareholders of GLOBAL GRAPHICS SA (Euronext: GLOG) held on 27 April 2007 were passed, either unanimously, or at a very large majority vote.
A detailed analysis of the shareholders’ votes for each proposed resolution is shown on the last page 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 2006 statutory and consolidated accounts as well as of certain transactions entered into by the Company in the year ended 31 December 2006, and also the re-appointment of Mr. Johan Volckaerts for a four-year mandate as a director of the Company, and the grant of applicable authority to the Company’s Board of Directors to implement a share repurchase program pursuant to which the Company is entitled to buy back up to one million of its own shares over the next eighteen months at a maximum share price of Euro 15.00 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 20 April 2006, whose terms were substantially the same as those of the share repurchase programme for which authority has been provided. 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 18 April 2007 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
The first of the two resolutions which were passed at the extraordinary meeting of the Company’s shareholders on 27 April 2007 was to amend the terms and conditions applicable to grants of shares of the Company made at no cost for the benefit of either the Company’s employees or certain of the Company’s directors pursuant to the authority provided to the Company’s Board of Directors by the shareholders on 20 April 2006, firstly by allowing recipients who are not French tax residents to dispose of their shares as from the date when the vesting period ends (compared with a mandatory, two-year holding period for French tax residents), such vesting period being extended to four years (compared with an unchanged vesting period of two years for French tax residents), and secondly by allowing that a final grant of these shares may be made even before the end of vesting period should the recipient of such grants meet the criteria required to fit in either the second or the third categories of disability set out in article L.341-4 of the French Social Security Code.
The second resolution which was passed at the extraordinary meeting of the Company’s shareholders resulted in re-drafting article 17 of the Company’s articles of association to reflect recent amendments made in regulatory provisions regarding the attendance of meetings by the Company’s shareholders. The updated version of the Company’s articles of association may be downloaded from the investor section of the Company’s website at: www.globalgraphics.com.
Information on the number of shares forming the Company’s share capital and attached voting rights
On 27 April 2007 the total number of shares forming the Company’s share capital was 10,272,531. A total of 10,226,951 voting rights is attached to these shares, taking into account the 23,090 shares to which a double voting right is attached, as well as the 68,670 own shares held by the Company at that date, which are deprived of their voting right.
Detailed vote result for each proposed resolution at the ordinary and extraordinary shareholders’ meetings held on 27 April 2007
Quorum computation
Number of shares forming the Company’s share capital: 10, 272,531
Number of own shares held by the Company: 68,670
Number of shares entitled to vote at the Company’s meetings: 10,203,861
Quorum at the ordinary shareholders’ meeting (20% of shares with voting right): 2,040,773
Quorum at the extraordinary shareholders’ meeting (25% of shares with voting right): 2,550,966
Number of shares held by shareholders either attending the meeting, being represented at the meeting or having voted by postal vote: 2,960,770 (including a total of 75,063 by postal vote), or 29.01% of the number of shares entitled to vote at the Company’s meetings
Number of voting rights attached to these shares: 2,960,830
Detailed vote result for each proposed resolution
Ordinary meeting of the shareholders
First resolution - Approval of statutory accounts for the year ended 31 December 2006
The resolution was voted and passed with unanimous consent.
Second resolution - Approval of consolidated accounts for the year ended 31 December 2006
The resolution was voted and passed with unanimous consent.
Third resolution - Approval of transactions as defined in article L.225-38 of the French Commerce Code entered into by the Company in the year ended 31 December 2006
The resolution was voted and passed with unanimous consent of the shareholders entitled to vote on this resolution.
Fourth resolution - Allocation of the net statutory profit for the year ended 31 December 2006
The resolution was voted and passed with unanimous consent.
Fifth resolution - Allocation of attendance fees to the Board of Directors for the current year
The resolution was voted and passed with unanimous consent.
Sixth resolution - Re-appointment of Mr. Johan Volckaerts as a director of the Company
The resolution was voted and passed with the unanimous consent of the shareholders attending the meeting (the 75,063 postal votes voted against the proposed resolution).
Seventh resolution - Share repurchase programme
The resolution was voted and passed with the unanimous consent of the shareholders attending the meeting (the 75,063 postal votes voted against the proposed resolution).
Extraordinary meeting of the shareholders
Eighth resolution - Amendment made to the terms and conditions applicable to the grant of shares at no cost to the recipient
The resolution was voted and passed with unanimous consent.
Ninth resolution - Amendment made to article 17 of the Company’s articles of association
The resolution was voted and passed with unanimous consent.
Tenth resolution - Powers for registration purposes
The resolution was voted and passed with unanimous consent.
Editor's Notes
Should you have any further query on the above, feel free to 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 (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
Contacts
CFO Alain Pronost/Global Graphics
+33 6 62 60 56 51