Outcome of the combined meeting of shareholders on 16 June 2011

All proposed resolutions were passed with unanimous or quasi-unanimous consent at the ordinary and extraordinary meetings of the shareholders of GLOBAL GRAPHICS SA (NYSE-Euronext: GLOG) which was held on 16 June 2011 in Brussels.

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 2010 statutory and consolidated accounts, of certain transactions entered into by the Company in the year ended 31 December 2010, and of the proposed allocation of the statutory net loss for that year.
In addition, the Company’s shareholders voted to:

  • re-appoint Mr. Johan Volckaerts as a director of the Company for a four-year mandate ending at the close of the meeting of the Company’s shareholders held in 2015 to approve the accounts for the last financial year then ended (sixth resolution);
  • appoint Ms. Clare Findlay as a director of the Company for a similar four-year mandate (seventh resolution);
  • appoint KPMG Audit IS as first deputy statutory auditor to replace Mr. Serge Peiffer who has resigned from such office, for the remaining duration of his term of office, which will end 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 (eighth resolution);
  • renew the authorization 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 (ninth resolution). Such authorization cancelled the unused portion of the existing authorization to implement a share repurchase programme within similar terms and limits, which was granted to the Board by the shareholders on 23 April 2010 and was due to expire on 23 October 2011;
  • to renew the authorization granted to the Board to grant free, ordinary shares under the Share Incentive Plan (“SIP”), up to a total number of 350,000 shares, being noted that included in the computation of such limit would be all options to subscribe for and/or purchase shares of the Company and all free shares which would be granted pursuant to the authorisations granted to the Board by the shareholders when voting the eleventh and twelfth resolutions of this meeting, respectively. Such authorization cancelled the unused portion of the existing authorization to grant shares under the SIP, which was granted to the Board by the shareholders on 24 April 2009 and was due to expire on 1 July 2011.

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 authorizations and appropriate authority to:

  • firstly, grant options to subscribe for new shares and/or purchase existing shares to employees and/or directors of the Company, up to the abovementioned total number of 350,000 shares. Such authorization was granted for a thirty-eight month period and cancelled the unused portion of the existing authorization to grant options, which was granted to the Board by the shareholders on 25 April 2008 and was due to expire on 25 June 2011 (eleventh resolution);
  • secondly, grant free, existing or new shares to employees and/or directors of the Company, up to the abovementioned total number of 350,000 shares. Such authorization was granted for a thirty-eight month period and cancelled the unused portion of the existing authorization to grant free shares, which was granted to the Board by the shareholders on 25 April 2008 and was due to expire on 25 June 2011 (twelfth resolution);
  • thirdly, use the authorizations granted to the Board by the shareholders on 23 April 2010 and during the present meeting (tenth, eleventh and twelfth resolutions) in case of a take-over bid or a public offer of exchange on the Company’s shares, within the limits set by article L.233-33 of the French Commercial Code. This authorization was granted for an eighteen-month period, and superseded the existing, similar authorization which granted by the shareholders on 23 April 2010 and was due to expire on 23 October 2011 (thirteenth resolution).
The Company’s shareholders also voted to adopt the amendments to the provisions of article 14 of the Company’s articles of association as proposed by the Board which relate to shareholding threshold notifications and intention notifications (fourteenth resolution).
A copy of the updated version of the Company’s articles of association may be obtained at no cost by sending a written request to the Company’s registered office, or downloaded from the Investors section of the Company’s website at: www.globalgraphics.com.

A detailed vote result for each of the proposed resolutions is attached as an appendix to this press release.

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 10,301,366 voting rights were attached to these shares, taking into account the 11,585 shares to which a double voting right was attached.
The total number of voting rights which were exercisable in the shareholders’ meetings was 10,133,285 taking into account the 168,081 own shares held by the Company at that date, which were deprived of their voting rights.

About Global Graphics
Global Graphics is a leading developer of technology for open document and print solutions.
It provides 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
Quorum computation and detailed vote result for each proposed resolution at the ordinary and extraordinary shareholders’ meetings held on 16 June 2011

Quorum computation
Number of shares forming the Company’s share capital: 10,289,781
Number of own shares held by the Company which are deprived of voting rights: 168,081
Number of shares entitled to vote at the Company’s meetings: 10,121,700
Quorum at the ordinary meeting (20% of shares with a voting right): 2,024,340
Quorum at the extraordinary meeting (25% of shares with a voting right): 2,530,425

Number of shares held by shareholders attending the meeting or being represented at the meeting: 2,906,525
Number of shares held by shareholders having voted by postal vote: 4,000
Number of shares to be used for computation of the quorum: 2,910,525 or 28.75% of the number of shares entitled to vote at the Company’s meetings
Number of voting rights attached to these shares: 2,910,605

Detailed vote result for each proposed resolution

Ordinary resolutions

1st resolution: approval of statutory accounts for the year ended 31 December 2010
This resolution was voted and passed with unanimous consent.

2nd resolution: approval of consolidated accounts for the year ended 31 December 2010
This resolution was voted and passed with unanimous consent.

3rd resolution: allocation of the net statutory loss for the year ended 31 December 2010
This resolution was voted and passed with unanimous consent.

4th resolution: approval of transactions with related parties which were entered into during the year ended 31 December 2010
This resolution was voted and passed with unanimous consent, being noted that only those shareholders who were entitled to approve these transactions voted on these transactions.
Messrs. Johan Volckaerts, who was holding 50 shares to which were attached 100 voting rights, and Alain Pronost, who was holding 11,294 shares to which were attached 11,304 voting rights, did not take part to the vote relating to the transactions to which they were party, respectively.

5th resolution: allocation of € 60,000 as board fees for the current year
This resolution was voted and passed with unanimous consent.

6th resolution: re-appointment of Mr. Johan Volckaerts as a director of the Company
This resolution was voted and passed with unanimous consent.

7th resolution: appointment of Ms. Clare Findlay as a director of the Company
This resolution was voted and passed with unanimous consent.

8th resolution: appointment of KPMG Audit IS as first deputy statutory auditor to replace Mr. Serge Peiffer who has resigned from his office
This resolution was voted and passed with unanimous consent.

9th resolution: renewal for an 18-month period of the share repurchase programme
This resolution was voted and passed with the consent of 2,906,605 votes (or 99.86% of the total votes) while 4,000 votes (or 0.14% of total votes) voted against the proposed resolution.

10th resolution: authorisation to grant free shares under the Share Incentive Plan (SIP), which was granted to the Board for a 26-month period
This resolution was voted and passed with the consent of 2,906,605 votes (or 99.86% of total votes) while 4,000 votes (or 0.14% of total votes) voted against the proposed resolution.

Extraordinary resolutions

11th resolution: authorization to grant options to subscribe for new and/or purchase existing shares, which was granted to the Board for a 38-month period
This resolution was voted and passed with the consent of 2,906,605 votes (or 99.86% of total votes) while 4,000 votes (or 0.14% of total votes) voted against the proposed resolution.

12th resolution: authorization to grant free existing or new shares, which was granted to the Board for a 38-month period
This resolution was voted and passed with the consent of 2,906,605 votes (or 99.86% of total votes) while 4,000 votes (or 0.14% of total votes) voted against the proposed resolution.

13th resolution: authorisation granted to the Board for an 18-month period to use authorisations granted by the shareholders in case of a public offer on the Company’s shares, within the limits set by law
This resolution was voted and passed with the consent of 2,906,605 votes (or 99.86% of total votes) while 4,000 votes (or 0.14% of total votes) voted against the proposed resolution.

14th resolution: amendments to article 14 of the Company’s articles of association relating to shareholding threshold notifications and intention declarations
This resolution was voted and passed with unanimous consent.

15th resolution: powers for carrying out corporate formalities
This resolution was voted and passed with unanimous consent.

Editors notes

Contact

CFO Alain Pronost/Global Graphics

+33 3 83 49 45 08

Jill Taylor/Global Graphics

+44 1954 283074
Jill.Taylor@globalgraphics.com

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