22 Mar 2012
GlobeOp Financial Services S.A.
Convening Notice for the Annual General Meeting
of Shareholders
and
Availability of Annual Report and Accounts for the year ending 31 December 2011
GlobeOp Financial Services S.A. (LSE:GO.) confirms that its annual general meeting will be held at 2.00pm CET on Wednesday 25 April 2012 at 5, rue Guillaume Kroll, L-1882 Luxembourg.
The consolidated and unconsolidated annual report and accounts for the year ending 31 December 2011, convening notice of the annual general meeting, intention to participate form, the form of proxy and the form of instruction are available electronically on its website (www.globeop.com) and at its registered office.
Copies of the annual report and convening notice of the annual general meeting will shortly be available for inspection at (www.hemscott.com/nsm.do), the National Storage Mechanism and are also available at the Luxembourg equivalent Regulated Information (OAM) at (www.bourse.lu).
The convening notice for the annual general meeting of shareholders is set out in full below.
For further information contact:
GlobeOp Financial Services
Andrea Dulberg, General Counsel and Company Secretary
+1 914 670 3731
Brunswick Group
Gill Ackers
+44 (0) 20 7404 5959
CONVENING NOTICE FOR
THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF
GLOBEOP FINANCIAL SERVICES S.A.
Société Anonyme
Registered office: L-1882 Luxembourg, 5, rue Guillaume Kroll
R.C.S. Luxembourg B 74.304
ISIN: LU0311272891
(the "Company" or "GlobeOp")
to be held on 25 April 2012
Dear Shareholders:
You are hereby invited
to attend in person or by proxy the annual general meeting of the
shareholders of the Company (the "GlobeOp AGM") which will be held
on:
25 April 2012 at 2 p.m. CET
At 5, rue Guillaume Kroll,
L-1882 Luxembourg
with the following agenda:
Agenda for the annual general meeting of Shareholders
1. Presentation of the statutory Management Report and the consolidated Management Report for the fiscal year ended 31 December 2011;
2. Presentation of the reports by the auditors of the Company in respect of the statutory financial statements of the Company and in respect of the consolidated financial statements of the Company and its group, for the fiscal year ended 31 December 2011;
3. Presentation of the report on conflicts pursuant to article 57 of the Luxembourg Company Law and the report in relation to Article 11 of the Luxembourg Law on Takeovers of 19 May 2006;
4. Approval of the statutory financial statements of the Company for the fiscal year ended 31 December 2011;
The Board of Directors recommends that the statutory financial statements be APPROVED.
5. Approval of the consolidated financial statements of the Company and its group for the fiscal year ended 31 December 2011;
The Board of Directors recommends that the consolidated financial statements be APPROVED.
6. Allocation of the results of the Company for the
fiscal year ended 31 December 2011 and approval of
distributions;
The Company made on a stand-alone basis a net profit of $5,431,613.
An amount equal to 5% of such net profits is by law to be allocated
to the legal reserve of the Company until such legal reserve
reaches 10% of the issued share capital of the Company. The Company
has allocated $168,118 to the legal reserve in respect of the year
ended 31 December 2011.
The Board of Directors proposes that the shareholders
APPROVE, after appropriate allocation to the legal reserve, the
distribution of dividends for the year ended 31 December
2011:
(i) an interim dividend of 2p per share paid on 6 October 2011 to the holders of record on 16 September 2011, and
(ii) no final dividend.
7. Discharge (quitus) to all the directors of the Company who have been in office during the fiscal year ended 31 December 2011.
The Board of Directors recommends that the shareholders APPROVE granting discharge to all the Directors.
8. Authorization of the Company, or any wholly-owned subsidiary, to from time to time purchase, acquire or receive shares in the Company up to 10% of the issued share capital from time to time, over the stock exchange or in privately negotiated transactions or otherwise, and in the case of acquisitions for value, at a purchase price being (A) no less than the higher of (i) 90% of the lowest stock price over the 30 trading days preceding the date of the purchase and (ii) the nominal value per share and (B) no more than (i) the higher of 5% above the average market value of the Company's shares for the 5 business days prior to the day the purchase is made and (ii) a price higher than the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is to be carried out and on such terms as shall be determined by the Board of Directors of the Company, provided such purchase is in conformity with Article 49-2 of the Luxembourg law of 10 August 1915 (as amended) and with applicable laws and regulations, such authorization being granted for a period of 12 months;
This resolution is a renewal of the authority granted by shareholders for the Company to purchase its own shares granted in 2011.
This authority allows the Company (or subsidiary) to acquire and hold up 10% of the issued share capital from time to time. The resolution sets out the lowest and highest prices that the Company can pay for the shares and the authority will expire at the conclusion of the next annual general meeting in 2013. The Company currently holds no Shares in treasury.
The Board of Directors recommends that the shareholders APPROVE the resolution.
9. Confirmation of the appointment of Ed Nicoll, who was co-opted to the Board on 27 April 2011, for a term ending at the annual general meeting of the Company in 2014 approving the statutory accounts for the year ending 31 December 2013;
Ed Nicoll was co-opted to the Board of Directors on 27 April 2011 by resolution of the Board as permitted by the Articles of Association upon the resignation of Ed Annunziato. Under Luxembourg Company law, the mandate of co-opted directors is to be confirmed by the general meeting of shareholders. This resolution is to confirm the mandate of Ed Nicoll for a term ending at the Annual General Meeting of the Company in 2014 approving the statutory accounts for the year ending 31 December 2013.
Ed Nicoll's performance continues to be effective and to demonstrate commitment to the role. The Board of Directors therefore recommends that the shareholders confirm the appointment of Ed Nicoll for a term ending at the annual general meeting of the Company in 2014.
10. Re-appointment of David Gelber, for a term ending at the annual general meeting of the Company in 2015 approving the statutory accounts for the year ending 31 December 2014;
The mandate of David Gelber ends at the Annual General Meeting in accordance with the terms of his election. David Gelber stands for re-election to the Board of Directors for a term ending in 2015.
David Gelber's performance continues to be effective and to demonstrate commitment to the role. The Board of Directors therefore recommends that the shareholders re-appoint David Gelber for a term ending at the annual general meeting of the Company in 2015.
11. Re-appointment of Vernon Barback for a term ending at the annual general meeting of the Company in 2015 approving the statutory accounts for the year ending 31 December 2014;
The mandate of Vernon Barback ends at the Annual General Meeting in accordance with the terms of his election. Vernon Barback stands for re-election to the Board of Directors for a term ending in 2015.
Vernon Barback's performance continues to be effective and to demonstrate commitment to the role. The Board of Directors therefore recommends that the shareholders re-appoint Vernon Barback for a term ending at the annual general meeting of the Company in 2015.
12. Approval of the Directors' remuneration and presentation of the report on the compensation of the Chairman and the board members pursuant to Article 60 of the Luxembourg Company Law;
The Board of Directors proposes that the shareholders APPROVE that an annual compensation of GBP120,000 and GBP35,000 per annum be paid to the Chairman and each of the independent non-executive directors, respectively, and that an additional GBP10,000 per annum be paid to the chairman of the Audit Committee and the chairman of the Compensation Committee.
13. Appointment of PricewaterhouseCoopers S.à. r.l. as auditors of the Company for the period ending at the general meeting of shareholders approving the statutory financial statements of the Company for the year ending 31 December 2012;
In accordance with the Articles of Association of the Company, the mandate of the independent auditors comes to an end at the Annual General Meeting and shareholders are asked to re-appoint PricewaterhouseCoopers S.à. r.l. as the independent auditors of the Company for a further one-year term.
The Board of Directors recommends that the shareholders APPROVE the appointment of PricewaterhouseCoopers S.à. r.l.
In accordance with the Luxembourg law of 24 May 2011 on
the exercise of certain rights of shareholders in general meetings
of listed companies (the "Shareholders' Rights Law"), the right of
GlobeOp Shareholders to participate and speak and/or to vote at the
GlobeOp AGM is restricted to the holders of GlobeOp Shares and/or
holders of Depositary Interests at midnight (Central European Time)
on 11 April 2012 (corresponding to 11.00 p.m. London time on 11
April 2012) (the "Luxembourg Record Date").
Set out below are instructions on how to vote at the GlobeOp
AGM:
(A) If you are a GlobeOp depositary interest holder (a "DI Holder") and you wish to participate in the GlobeOp AGM, you must complete and return to Computershare Investor Services PLC (the "Depositary") on or before midnight (Central European Time) on 11 April 2012 (corresponding to 11.00 p.m. London time on 11 April 2012):
(i) the Form of Instruction, if you wish to instruct Computershare Company Nominees Limited (the "Custodian") to vote at the GlobeOp AGM; or
(ii) the Intention to Participate Form.
PLEASE NOTE THAT A FAILURE TO COMPLETE AND RETURN EITHER THE FORM OF INSTRUCTION OR THE INTENTION TO PARTICIPATE FORM TO THE DEPOSITARY ON OR BEFORE MIDNIGHT (CENTRAL EUROPEAN TIME) ON 11 April 2012 (CORRESPONDING TO 11.00 P.M. LONDON TIME ON 11 April 2012) WILL MEAN YOU WILL NOT BE ABLE TO PARTICIPATE IN, OR VOTE AT, THE GLOBEOP AGM.
If the Intention to Participate Form is received by the Depositary pursuant to paragraph (ii) above, then the Form of Instruction may be returned after midnight (Central European Time) on 11 April 2012 (corresponding to 11.00 p.m. London time on 11 April 2012), but should still be returned as soon as possible and in any event no later than 2 p.m. (Central European Time) on 20 April 2012 (corresponding to 1pm London time on 20 April 2012).
Please note that under Luxembourg law, you are required to
provide reasonably satisfactory evidence to GlobeOp (prior to the
GlobeOp AGM) as to the number of GlobeOp Shares represented by the
GlobeOp depositary interests (the "GlobeOp DIs") held by you on the
Luxembourg Record Date. GlobeOp expects this requirement to be
satisfied by a confirmation provided to GlobeOp by the Depositary,
and GlobeOp will contact you if further evidence is
required.
To be entitled to speak and/or vote in
person at the GlobeOp AGM (or to appoint a proxy other than the
Custodian to do so), a DI Holder must obtain a Letter of
Representation and Authority, as detailed below.
(B) If you hold your GlobeOp Shares in Registered Form (that is if your GlobeOp Shares are registered shares which are directly held by you and if you are directly registered as such in the Shareholder Register) and you wish to participate in the GlobeOp AGM, you must complete and return to the Registrar on or before midnight (Central European Time) on 11 April 2012 (corresponding to 11.00 p.m. London time on 11 April 2012):
(i) an AGM Proxy, if you wish to vote by proxy at the GlobeOp AGM; or
(ii) the Intention to Participate Form.
PLEASE NOTE THAT A FAILURE TO COMPLETE AND RETURN TO THE REGISTRAR EITHER THE AGM PROXY OR THE INTENTION TO PARTICIPATE FORM ON OR BEFORE MIDNIGHT (CENTRAL EUROPEAN TIME) ON 11 April 2012 (CORRESPONDING TO 11.00 P.M. LONDON TIME ON 11 April 2012) WILL MEAN YOU WILL NOT BE ABLE TO PARTICIPATE IN OR VOTE AT THE GLOBEOP AGM.
If the Intention to Participate Form is received by the
Registrar pursuant to paragraph (ii) above, then the AGM Proxy may
be returned after midnight (Central European Time) on 11 April 2012
(corresponding to 11 p.m. London time on 11 April 2012), but should
still be returned as soon as possible and in any event no
later than 2 p.m. (Central European Time) on 23 April 2012
(corresponding to 1 p.m. London time on 23 April
2012).
Please note that under Luxembourg law, you are
required to provide reasonably satisfactory evidence to GlobeOp
(prior to the GlobeOp AGM) as to the number of GlobeOp Shares held
by you on the Luxembourg Record Date. GlobeOp expects this
requirement to be satisfied by the Shareholder Register, and
GlobeOp will contact you if further evidence is
required.
You may alternatively attend the GlobeOp AGM in person, provided
that the Registrar has received an Intention to Participate Form
from you on or before the Luxembourg Record Date.
If you want to obtain a Letter of Representation and Authority or
send a notification to the Depositary, please contact the
Depositary (a) in writing addressed to The Office of the
Depositary, Computershare Investor Services PLC at The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, or (b) by telephone on 0870 702
0000 or, if calling from outside the UK, on +44 870 702 0000 or (c)
by email: !ukallditeam2@computershare.co.uk. To send a notification
to the Registrar, please contact the Registrar (a) in writing
addressed to Computershare Investor Services (Jersey) Limited, C/o
The Pavilions, Bridgwater Road, Bristol BS99 6ZY, (b) by telephone
on the numbers set out above for the Depositary or (c) by email:
externalproxyqueries@computershare.co.uk.
GlobeOp Shareholders will only be entitled to vote at the GlobeOp AGM in respect of those GlobeOp Shares or GlobeOp DIs (as applicable) in respect of which they are registered on the Shareholder Register or GlobeOp DI Register (as applicable) on the Luxembourg Record Date. Any change to the Shareholder Register or GlobeOp DI Register after the Luxembourg Record Date shall be disregarded in determining the rights of any GlobeOp Shareholder to participate at the GlobeOp AGM.
GlobeOp Shareholders and their proxy holders, as the case may be, who participate in person at the GlobeOp AGM must show an official identification document (passport, ID card and/or a driving licence) upon their arrival in order to attend the GlobeOp AGM.
Any proxy holder shall enjoy the same rights to speak and ask questions in the GlobeOp AGM as those to which the GlobeOp Shareholder thus represented would be entitled. Each GlobeOp Shareholder shall only be represented by one proxy holder at the given GlobeOp AGM except that:
(i) if a GlobeOp Shareholder has GlobeOp Shares held in more than one securities account, he may appoint one proxy holder per securities account for a given general meeting of GlobeOp Shareholders;
(ii) a GlobeOp Shareholder acting professionally for the account of other natural or legal persons may appoint each of these natural or legal persons or third parties appointed by them.
A person acting as a proxy may hold a proxy from more than one GlobeOp Shareholder without limitation as to the number of GlobeOp Shareholders so represented. Where a proxy holds proxies from several GlobeOp Shareholders, it may cast votes for a certain GlobeOp Shareholder differently from votes cast for another GlobeOp Shareholder.
Each GlobeOp Share and DI is indivisible as far as the Company is concerned. The co-proprietors, the usufructuaries and bare-owners of shares, the creditors and debtors of pledged shares must appoint one sole person to represent them at any general meeting of GlobeOp Shareholders.
The AGM Proxy/Form of Instruction will only be valid if it
includes the applicable GlobeOp Shareholder's and his or her legal
representative's first name, surname, official address and
signature. Incomplete or erroneous AGM Proxies/Forms of Instruction
or AGM Proxies/Forms of Instruction which do not comply with the
formalities described therein will not be taken into account.
In compliance with the laws and regulations in force and applicable
to the Company, the required supporting documentation, the
convening notice, the total number of GlobeOp Shares/DIs and voting
rights, the draft resolutions, the Form of Instruction, the
Intention to Participate Form, the Letter of Representation and
Authority and the AGM Proxy form are deposited and available to the
public at the Company's registered office and on the website of the
Company.
GlobeOp Shareholders may upon request obtain a copy of the full,
unabridged text of the documents to be submitted to the GlobeOp AGM
and draft resolutions proposed to be adopted by the GlobeOp AGM by
electronic means at the address of the Company indicated below or
at the registered office of the Company.
In accordance with the Shareholders' Rights Law, GlobeOp Shareholders holding individually or collectively at least five (5) per cent. of the share capital of the Company: (a) have the right to put items on the agenda of the GlobeOp AGM; and (b) have the right to table draft resolutions for items included or to be included on the agenda of the GlobeOp AGM. Those rights shall be exercised upon request of the GlobeOp Shareholders in writing submitted to the Company by postal services or electronic means at the addresses of the Company indicated below. The requests shall be accompanied by a justification or a draft resolution to be adopted in the GlobeOp AGM and shall include the electronic or mailing address at which the Company can acknowledge receipt of these requests. The requests from the GlobeOp Shareholders shall be received by the Company at the latest at midnight (Central European Time) on 3 April 2012 (corresponding to 11.00 p.m. London time on 3 April 2012).
In accordance with the Shareholders' Rights Law, GlobeOp Shareholders shall have the right to ask questions at the GlobeOp AGM related to items on the agenda of the GlobeOp AGM. The Company shall answer the questions put to it by GlobeOp Shareholders. The right to ask questions and the obligation of the Company to answer are subject to the measures to be taken by the Company to ensure the identification of GlobeOp Shareholders, the good order of general meetings and their preparation as well as the protection of confidentiality and business interests of the Company.
In accordance with the Luxembourg law of 11 January 2008 on transparency obligations for issuers of securities, any GlobeOp Shareholder shall notify GlobeOp where the percentage of voting rights held by such GlobeOp Shareholder reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3%. As long as such GlobeOp Shareholder has not made such notification to GlobeOp, the exercise of voting rights relating to the GlobeOp Shares exceeding the fraction that should have been notified is suspended.
If you have sold your GlobeOp Shares or DIs before the
Luxembourg Record Date, please pass this notice and the enclosures
to the stockbroker or other agent through whom the sale was
effected for transmission to the purchaser. However, these
documents must not be forwarded or transmitted in or into any
jurisdiction where to do so would constitute a violation of the
relevant laws in that jurisdiction.
On 14 March 2012, the Company had a total issued share capital of
US$12,878,267.88, represented by 107,318,899 GlobeOp Shares, each
share carrying one vote. The Company held no GlobeOp Shares in
treasury.
You should contact for all purposes in relation to the GlobeOp AGM, the Depositary, the Custodian or the Registrar (as applicable) which are acting on behalf of the Company with respect to the GlobeOp AGM. It is noted that any notice or any other communication in connection with the required documents for the GlobeOp AGM made by a GlobeOp Shareholder to the Depositary, the Custodian or the Registrar (as applicable) will be deemed to be made validly to the Company.
The contact details of the Company are as follows:
Address:
5 RUE GUILLAUME KROLL
L-1882 LUXEMBOURG
Grand Duchy of Luxembourg
Attention: Board of Directors
Phone: (+352) 48 18 28 36 57
Email: GOShareholders@globeop.com
Fax number: (+352) 48 18 28 34 61
Website: http://www.globeop.com
Sincerely yours,
GLOBEOP FINANCIAL SERVICES S.A.
The Board of Directors