Graphics PLC (Euronext: GLOG) announces details of its Annual General Meeting.
Notice is hereby given that the Annual General
Meeting (“AGM”) of Global Graphics PLC (the “Company”) will be held
at the Sheraton Brussels Airport Hotel, 1930 Zaventum, Belgium on Tuesday
24 April 2018 at 14:00 hrs (CEST).
A copy of the complete notice and other supporting
information, including explanatory notes, requirements for proof of ownership
of shares and the proxy form, is available for download from the investors
section of the Company’s web site at
To consider and, if thought fit, pass the
following resolutions which will be proposed as Ordinary Resolutions:
receive the Company’s annual financial statements and consolidated accounts
for the financial year ended 31 December 2017.
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.
authorise the Directors to determine the remuneration of the auditors.
re-elect Guido Van der Schueren as a Director of the Company and as Chairman
of the Board.
re-elect Gary Fry as a Director of the Company and as Chief Executive Officer.
re-elect Johan Volckaerts as a non-executive director.
re-elect Graeme Huttley as a Director of the Company and as Chief Financial
approve the Directors’ Remuneration Report (excluding the Directors’
Remuneration Policy) set out on pages 14 to 17 of the annual report for
the year ended 31 December 2017.
approve the Directors’ Remuneration Policy, the full text of which is
contained in the Directors’ Remuneration Report, as set out on pages 17
to 19 of the annual report for the year ended 31 December 2017, which will
take effect immediately after the end of the Annual General Meeting on
24 April 2018.
To consider and, if thought fit, pass the
following resolutions which will be proposed in the case of Resolutions
10 and 12 as Special Resolutions and in the case of Resolution 11 as an
the Company be generally and unconditionally authorised in accordance with
section 693A of the Companies Act 2006 (the “Act
”) to make one
or more off-market purchases (within the meaning of section 693(2) of the
Act) of ordinary shares of €0.40 each in the capital of the Company (ordinary
shares) for the purposes of or pursuant to an employee share scheme (within
the meaning of section 1166 of the Act) in such manner and upon such terms
as the directors may determine, provided that:
- the maximum aggregate number of ordinary
shares authorised to be purchased is 1,000,000 (representing 8.45% 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
Euronext Brussels for the five business days immediately preceding the
day on which that ordinary share is purchased, and (ii) the higher of the
price of the last independent trade and the highest current independent
purchase bid as stipulated by the Commission-adopted Regulatory Technical
Standards pursuant to article 5(6) of the Market Abuse Regulation;
- 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 24 July 2019 unless renewed before that time; and
- the Company may make an offer or agreement
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 offer or agreement.
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 2019, or, if earlier, at the close of business
on 24 July 2019, 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.
to the passing of Resolution 11 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 11
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 2019, or, if earlier, at the close of business on 24
July 2019, 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.