Global Graphics Plc: Notice Of Annual General Meeting

 
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: [phone]                Tel: [phone] 
Email: [e-mail]  Email: 
                                       [e-mail] 
 
 
 
   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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