Global Graphics Plc: Notice Of Annual General Meeting
24 March 2018 - 2:33AM
UK Regulatory
TIDMGLOG
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:
1. To receive the Company's annual financial statements and consolidated
accounts for the financial year ended 31 December 2017.
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 Directors to determine the remuneration of the auditors.
4. To re-elect Guido Van der Schueren as a Director of the Company and as
Chairman of the Board.
5. To re-elect Gary Fry as a Director of the Company and as Chief Executive
Officer.
6. To re-elect Johan Volckaerts as a non-executive director.
7. To re-elect Graeme Huttley as a Director of the Company and as Chief
Financial Officer.
8. 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.
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 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:
1. 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 EUR0.40 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.
2. 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
EUR2,000,000, 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.
3. 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(R). Customers include HP, Canon, Delphax, Roland, Kodak
and Agfa http://www.globalgraphics.com/company/customers . The roots of
the company go back to 1986
http://www.globalgraphics.com/company/history/ 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, https://www.urwpp.de/en/ and the industrial printhead driver
solutions specialists, Meteor Inkjet, http://www.meteorinkjet.com/ 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
http://www.globalgraphics.com
(END) Dow Jones Newswires
March 23, 2018 11:33 ET (15:33 GMT)
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