Notice of Annual General Meeting
Cambridge (UK) 24 March 2016: Global Graphics SE (Euronext: GLOG) announces details of its Annual General Meeting.
Notice is hereby given that the Annual General Meeting of Global Graphics SE will be held at the offices of Andlinger & Co, Avenue Louise 326, 1050 Brussels, Belgium on Tuesday 19 April 2016 at 10:00 hrs (CET).
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: http://www.globalgraphics.com/investors/shareholders-shareholders-annual-general-meeting.
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 2015.
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 Guido Van der Schueren as a member of the Company’s administrative organ as Chairman of the Board.
5. To re-elect Gary Fry as a member of the Company’s administrative organ as Chief Executive Officer.
6. To re-elect Johan Volckaerts as a member of the Company’s administrative organ as a non-executive director.
7. To elect Graeme Huttley as a member of the Company’s administrative organ as an executive director.
8. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) set out on pages 13 to 17 of the annual report for the year ended 31 December 2015.
9. To 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 2015, which will take effect immediately after the end of the Annual General Meeting on 19 April 2016.
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 Ordinary Resolution:
10. 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 that:
· the maximum aggregate number of ordinary shares authorised to be purchased is 1,000,000 (representing 8.92% 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 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 19 July 2017 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.
11. 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 2017, or, if earlier, at the close of business on 19 July 2017, 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.
12. Subject 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 2017, or, if earlier, at the close of business on 19 July 2017, 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.
Global Graphics (Euronext: GLOG) http://www.globalgraphics.com is a leading developer of software platforms on which our partners create solutions for digital printing, digital document and PDF applications. Customers include HP, Corel, Quark, Kodak and Agfa. The roots of the company go back to 1986 and to the iconic university town of Cambridge, and, today the majority of the R&D team is still based near here. There are also offices near Boston, Massachusetts and in Tokyo.
Corporate Communications Director
Tel: +44 (0)1223 926489
Chief Financial Officer
Tel: +44 (0)1223 926472