Global Graphics PLC: Notice of Annual General Meeting
23 Mars 2018 - 4:33PM
PRESS RELEASE GLOBAL GRAPHICS: NOTICE OF ANNUAL GENERAL
MEETING
Cambridge (UK) 23
March 2018: Global 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
https://www.globalgraphics.com/investors/shareholders-annual-general-meeting.
Ordinary Business
To consider and, if thought fit, pass the following resolutions
which will be proposed as Ordinary Resolutions:
-
To receive the Company's annual financial
statements and consolidated accounts for the financial year ended
31 December 2017.
-
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.
-
To authorise the Directors to determine the
remuneration of the auditors.
-
To re-elect Guido Van der Schueren as a Director
of the Company and as Chairman of the Board.
-
To re-elect Gary Fry as a Director of the
Company and as Chief Executive Officer.
-
To re-elect Johan Volckaerts as a non-executive
director.
-
To re-elect Graeme Huttley as a Director of the
Company and as Chief Financial Officer.
-
To 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.
-
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 2017, which will take effect immediately
after the end of the Annual General Meeting on 24 April 2018.
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 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.
-
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 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.
-
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 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.
About Global Graphics
Global Graphics PLC (Euronext:
GLOG) http://www.globalgraphics.com is a leading
developer of platforms for digital printing, including the
Harlequin RIP®. Customers include HP, Canon, Delphax, Roland,
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.
The font foundry, URW++ Design and Development GmbH, and the
industrial printhead driver solutions specialists, Meteor Inkjet,
are subsidiary companies of Global Graphics PLC. Global
Graphics has offices in: Boston, US; Tokyo, Japan; and Hamburg,
Germany.
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 Corporate Solutions on behalf
of Nasdaq 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 PLC via Globenewswire
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