Global Graphics SE: Notice of Annual General Meeting
24 Mars 2016 - 1:15PM
PRESS RELEASE GLOBAL GRAPHICS: 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.
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 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.
Special business
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:
-
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.
-
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.
-
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.
About Global Graphics
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.
Contacts
Jill Taylor |
Graeme Huttley |
Corporate
Communications Director |
Chief Financial Officer |
Tel: +44 (0)1223 926489 |
Tel: +44 (0)1223 926472 |
Email: jill.taylor@globalgraphics.com |
Email: graeme.huttley@globalgraphics.com |
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Global Graphics SE via Globenewswire
HUG#1997454
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