Cambridge (UK) 23 April 2014 (18:00 CEST): Global Graphics SE (NYSE-Euronext: GLOG) announces details of its Annual General Meeting.
The Annual General Meeting of Global Graphics SE will be held at Andlinger & Co, Avenue Louise 326, 1050 Brussels, Belgium on Friday 16 May 2014 at 13:00 hrs (local time) for the following purposes: Ordinary business
To consider and, if thought fit, pass the following resolutions which will be proposed as Ordinary Resolutions:
1. To receive the Company’s annual financial statements and consolidated accounts for the financial year ended 31 December 2013.
2. To reappoint KPMG LLP as auditor to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which financial statements are laid.
3. To authorise the members of the Company’s administrative organ (the “Directors”) to determine the remuneration of the auditors.
4. To re-elect Johan Volckaerts as a Director.
5. To re-elect Gary Fry as a Director and Chief Executive Officer.
6. To appoint Guido Van der Schueren as a Director and Chairman of the Board.
7. To approve the Directors’ Remuneration Report for the year ended 31 December 2013.
8. To approve the Directors’ Remuneration Policy, which will take effect immediately after the end of the Annual General Meeting on 16 May 2014. Special business
In order to reinstate authorities for own share purchases and issuing and allotting new shares that were previously granted to the Company whilst it was registered in France that were lost when the place of registration was transferred to the UK, to consider and, if thought fit, pass the following resolutions which will be proposed in the case of Resolutions 9 and 11 as Special Resolutions and in the case of Resolution 10 as an Ordinary Resolution:
9. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the “Act”) to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of €0.40 each in the capital of the Company (ordinary shares) provided
- the maximum aggregate number of ordinary shares authorised to be purchased is 1,000,000 (representing 9.72% of the issued ordinary share capital);
- the minimum price (excluding expenses) which may be paid for an ordinary share is the par value of the shares;
- the maximum price (excluding expenses) which may be paid for an ordinary share is an amount equal to the higher of (i) 105% of the average closing price for an ordinary share as derived from NYSE Euronext Brussels for the five business days immediately preceding the day on which that ordinary share is purchased, and (ii) the amount stipulated by article 5(1) of the Buy-back and Stabilisation Regulation 2003;
- this authority shall expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier, at the close of business on 16 August 2015 unless renewed before that time; and
- the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of ordinary shares in pursuance of any such contract.
10. That, in substitution for all existing authorities conferred on the Directors, in accordance with section 551 of the Act the Directors be and they are generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the Act), or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of €2,000,000, provided that this authority shall expire on the conclusion of the Company's Annual General Meeting in 2015, or, if earlier, at the close of business on 16 August 2015, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot such equity securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.
11. Subject to the passing of Resolution 10 of the notice of meeting, that, in substitution for all existing authorities conferred on the Directors, the Directors be and they are empowered pursuant to section 570 of the Act to allot equity securities either pursuant to the authority conferred by Resolution 10 above or by way of a sale or transfer of treasury shares as if section 561 of the Act did not apply to any such allotment, sale or transfer provided that this authority shall expire on the conclusion of the Company’s Annual General Meeting in 2015, or, if earlier, at the close of business on 16 August 2015, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted, sold or transferred after such expiry and the Directors may allot, sell or transfer equity securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.
A copy of the complete notice and other supporting information, including explanatory notes and the proxy form,
is available for download from the investors section of the Company’s web site at: http://www.globalgraphics.com/investors/annual-shareholders-meeting/
Corporate Communications Director
Tel: +44 (0)1223 926489
Chief Financial Officer
Tel: +44 (0)1223 926472