NASDAQ OMX Copenhagen 20 April 2009
Nikolaj Plads 6
DK-1067 Copenhagen K
No. 06/09
CVR no. 24932818
Annual general meeting
Notice is hereby given that the annual general meeting of Topsil Semiconductor
Materials A/S will be held on Wednesday, 29 April 2009 at 10.00 a.m. at the law
firm Plesner, Amerika Plads 37, 2100 Copenhagen Ø, Denmark. The agenda is as
follows:
1.
Election of chairman of the meeting.
2.
Report by the Board of Directors and Management on the company's activities
during the past financial year.
3.
Presentation of the audited annual report for approval.
4.
Proposal by the Board of Directors for the application of profit in accordance
with the annual report as approved.
5.
Election of members to the Board of Directors.
The Board of Directors proposes re-election of:
Jens Borelli-Kjær, age 49
MSc Engineering (Mathematics/Physics)
Graduate Diploma (Economics and International Management)
MBA (INSEAD)
Elected Chairman of the Board in 2006
Vitral A/S, Managing Director and Member of the Board
Eivind Dam Jensen, age 57
Certified Estate Agent
Elected Vice-Chairman in 2005
Ejendomsaktieselskabet Bangs Gård, Managing Director and Member of the Board
A/S Eivind Dam Jensen, Managing Director and Member of the Board
Statsaut. Ejendomsmæglerfirma E. Dam Jensen, Owner
Jørgen Frost, age 54
MSc Engineering
Graduate Diploma (Economics and Marketing)
Elected to the Board in 2006
Blendex A/S, Managing Director and Member of the Board
Frost Invest A/S, Managing Director and Member of the Board
Vestergaard Company Holding A/S, Member of the Board
Kongskilde Industries A/S, Member of the Board
RMIG A/S, Member of the Board
Ole Christian Andersen, age 42
MSc Engineering
Graduate Diploma (part 1)
Nangate A/S, President & CEO and Member of the Board
OCA Holding ApS and OCA Family Holding ApS, Manager
6.
Appointment of auditor.
7.
Authorisation of the Board of Directors to acquire up to 10% of the company's
share capital for the company during a period of 18 months from the date of the
general meeting against payment of between DKK 0 and up to 10% more than the
officially quoted selling price from time to time on NASDAQ OMX Copenhagen, in
compliance with section 48 of the Danish Public Companies Act.
8.
Authorisation of the Board of Directors under section 40 b of the Danish Public
Companies Act to issue warrants to managers of the group, including the CEO,
for up to a total nominal value of 40,000,000 shares of DKK 0.25 each and
authorisation to approve a resolution in respect of a related capital increase
without pre-emptive rights to existing shareholders of up to a nominal value of
DKK 10,000,000, however, up to a nominal amount of DKK 15,000,000, if the
application of regulation provisions is necessary. The warrants shall be
exercisable for subscription of shares at a minimum price per share fixed on
the basis of the weighted average of the daily average price of the company's
shares quoted on NASDAQ OMX Copenhagen during the last thirty business days
(trading days) prior to the time of the grant of the share options. The
authorisation shall be valid up to and including 29 April 2014. The specific
terms and conditions applying to the grant of warrants shall be determined by
the Board of Directors.
9.
Proposal for the following amendments to the Articles of Association for the
sake of order:
a.
Articles 3.1, 3.7 and 3.9: To change the name “OMX Nordic Exchange Copenhagen”
to “NASDAQ OMX Copenhagen”.
b.
Article 4.2: To change “controller of the share register” to “I-NVESTOR DANMARK
A/S”.
10.
Proposal by the Board of Directors to amend the general guidelines for
incentive-based remuneration of members of the Board of Directors and
Management. Under section 69 b of the Danish Public Companies Act, general
guidelines for incentive-based remuneration of a company's board of directors
and management must be defined, and the guidelines must be considered and
approved by the shareholders in general meeting before the board of directors
may enter into new agreements on incentive-based remuneration with members of
management.
The guidelines will be posted without undue delay on the company's website
stating that the shareholders approved the guidelines at the annual general
meeting 2009.
11.
Appointment of an audit committee.
12.
Any other business.
++++++++++++++++++++++++
The share capital of Topsil Semiconductor Materials A/S amounts to DKK
101,990,183.50 nominal value divided into 407,960,734 shares of DKK 0.25 each.
The Articles of Association contain the following provisions on the
shareholders' right to attend and vote at general meetings of Topsil
Semiconductor Materials A/S.
9.1
Any shareholder shall have access to general meetings if, at least three days
prior to the meeting, he has obtained an admission card for himself and his
adviser, if any, from the Company's office with reference to the registration
of the shares in the list of shareholders or presentation of documentation of
the shareholding.
9.2
Shareholders who have acquired shares through transfer may not exercise the
voting rights of those shares at general meetings that were called, unless the
shareholders have been registered in the list of shareholders or have given
notice of and documented their acquisition.
9.3
Shareholders who have acquired shares in any other way than by transfer may not
exercise the voting rights of those shares unless the shareholders are
registered in the list of shareholders or have given notice of and documented
their right prior to the general meeting.
9.4
Each share amount of DKK 0.25 shall entitle the holder to one vote.
9.5
Voting rights may be exercised through a proxy who shall present a written and
dated proxy. A proxy may not be valid for more than one year at a time.
It should be noted that according to article 13.2 of the Articles of
Association, the approval of items 8 and 9 requires that at least half the
share capital is represented at the general meeting and that the proposal is
approved by at least 2/3 of the votes cast as well as of the voting share
capital represented at the general meeting.
Topsil Semiconductor Materials A/S has entered into an affiliation agreement
with VP Securities Services (Værdipapircentralen A/S). The shareholders'
financial rights may consequently be exercised through VP Securities Services.
++++++++++++++++++++++++++++
The agenda, the complete terms and conditions for the proposals to be submitted
and considered at the general meeting, the annual report including the
auditor's report, signed by the Board of Directors and Management, will be
available for inspection by the shareholders at the company's offices as from
20 April 2009.
The above-mentioned documents are also available on the company's website,
www.topsil.com, under “Investor Relations”.
Admission cards for the general meeting may be obtained from the company on tel.
+45 47 36 56 00 or e-mail investor@topsil.com on or before 24 April 2009.
A written proxy form may be obtained from the company on tel. +45 47 36 56 00
or e-mail investor@topsil.com on or before 24 April 2008. An electronic proxy
form may be downloaded from the company's website, www.topsil.com, under
“Investor Relations.”
Topsil Semiconductor Materials A/S
Jens Borelli-Kjær Keld Lindegaard Andersen
Chairman CEO
+45 40 16 14 82 +45 21 70 87 72
Please note that this translation is provided for convenience only. The Danish
version shall prevail in case of discrepancies.
