Outcome of the ordinary and extraordinary meeting of the Company’s shareholders on 23 April 2010

Resolutions passed at the ordinary meeting of the Company’s shareholders
Passed resolutions at the ordinary meeting of the Company’s shareholders notably included the approval of the Company’s 2009 statutory and consolidated accounts, of certain transactions entered into and commitments given by the Company in the year ended 31 December 2009, and of the proposed allocation of the statutory net profit for that year.

In addition, the Company’s shareholders voted to:

  • re-appoint Messrs. Gareth Jones and Pierre Van Beneden as directors of the Company for a four-year mandate ending on the close of the meeting of the Company’s shareholders held in 2014 to approve the accounts for the last financial year then ended (sixth and seventh resolutions);
  • re-appoint SECEF Sarl and Mr. Patrick Baci as second statutory auditor and second deputy statutory auditor of the Company, respectively, for a six-year mandate (eighth and ninth resolutions); and
  • renew the authority granted to the Company’s Board of Directors (the “Board”) to implement a share repurchase program pursuant to which the Company is entitled to repurchase up to one million of its own shares over the next eighteen months at a maximum share price of Euro 12.00 a share (tenth resolution).
  • Such authority supersedes the existing, similar authority to implement such a programme which was granted to the Board by the shareholders on 24 April 2009 for a similar maximum number of shares and a similar maximum share price.

Resolutions passed at the extraordinary meeting of the Company’s shareholders
Passed resolutions at the extraordinary meeting of the Company’s shareholders provided the Board with the authorization and appropriate authority to:

  • firstly, cancel up to a million of the Company’s own shares previously repurchased as part of the share repurchase program the implementation of which was authorized by the shareholders in the tenth resolution of the meeting, such authorization being granted for a twenty-four month period (eleventh resolution);
  • secondly, to increase the Company’s share capital, in one or several instances, at the Board’s entire discretion, up to a maximum amount of Euro 10 million, through the incorporation in the share capital of premiums, retained earnings, otherwise retained profit or of any amounts the incorporation of which in the share capital is possible, such authorization being granted for a twenty-six month period, and superseding the existing, similar authorization granted to the Board by the shareholders on 25 April 2008 which was due to expire on 25 June 2010 (twelfth resolution);
  • thirdly, to increase the Company’s share capital, in one or several instances, at the Board’s entire discretion, up to a maximum nominal amount of Euro 2 million, through the issue of ordinary shares or financial instruments giving access to the share capital, either by maintaining the preferential subscription right attached to existing shares or by waiving such right (effected either through a public offering or a private placement), these authorizations being granted for a twenty-six month period, and superseding the existing, similar authorizations granted to the Board by the shareholders on 25 April 2008 which were due to expire on 25 June 2010 (thirteenth, fourteenth and fifteenth resolutions).

The Board was also granted appropriate authority to:

  • increase the share capital of the Company above the initially planned amount of a capital increase should the demand for shares be higher than the number of shares contemplated for initial issue when the Board made use of the authorizations to increase the Company’s share capital either by maintaining the preferential subscription right attached to existing shares or by waiving such right. This authorization was granted for a twenty-six month period (sixteenth resolution);
  • 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 of any other financial instruments giving right to such shares. This authorization was granted for a twenty-six month period, and supersedes the existing, similar authorization granted by the shareholders on 25 April 2008 which was due to expire on 25 June 2010 (seventeenth resolution);
  • 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 in the Company’s plan d’épargne entreprise. This authorization was granted for a twenty-six month period, and supersedes the existing, similar authorization granted by the shareholders on 25 April 2008 which was due to expire on 25 June 2010 (eighteenth resolution); and
  • use the abovementioned authorizations in case of a take-over bid or a public offer of exchange on the Company’s shares, within limits set by article L.233-33 of the Commercial Code. This authorization was granted for an eighteen-month period, and supersedes the existing, similar authorization granted by the shareholders on 24 April 2009 (nineteenth resolution).

Information on the number of shares forming the Company’s share capital and attached voting rights
On the date of the shareholders’ meeting, the total number of shares forming the Company’s share capital was 10,289,781.
A total of 10,297,007 voting rights were attached to these shares, taking into account the 7,226 shares to which a double voting right was attached.
The total number of voting rights which were exercisable in the shareholders’ meetings was 10,123,039 taking into account the 173,968 own shares held by the Company at that date, which were deprived of their voting rights.

Editors notes

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.

Contact

CFO Alain Pronost/Global Graphics

+33 3 83 49 45 08

Leave a comment

Your email address will not be published. Required fields are marked *