Topsil establishes a warrant programme for members of the Management Board and managerial employees

Topsil Semiconductor Materials A/S 

26.04.2012 14:39

Dissemination of a Adhoc News, transmitted by DGAP - a company of
EquityStory AG.
The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

NASDAQ OMX Copenhagen A/S                                                      
        26 April 2012 
Nikolaj Plads 6
1067 Copenhagen K
Denmark









COMPANY ANNOUNCEMENT NO. 05/12

Topsil establishes a warrant programme for members of the Management Board and
managerial employees 
At a board meeting held today, 26 April 2012, the Board of Directors of Topsil
Semiconductor Materials A/S resolved to set up an incentive-based remuneration
scheme in the form of a warrant programme for the members of the Management
Board and nine participants representing the senior management and selected key
employees of the Group. Thus, the Board of Directors has today partly exercised
the authority of article 3.8 of the company's Articles of Association granted
at the annual general meeting held on 25 April 2012. 


Objective
The purpose of the grant is reflected in Topsil's objective to attract and
retain the most skilled and competent employees with a view to maintaining and
supporting long-term value creation for the company. 

Participants, exercise periods and subscription price
A total of up to 10,776,589 warrants are granted, entitling the holders to
subscribe for up to 10,776,589 shares with a nominal value of DKK 0.25 each.
The CEO is granted 6,451,870 warrants, the Director of Logistics, Sales and
Marketing is granted 1,128,000 warrants and the other managerial employees of
the Group are granted the remaining 3,196,719 warrants. 

From 26 April 2015 until 26 April 2017, exercise may take place twice a year
within a four-week exercise window starting on the date of the announcement of
either the financial statements or the interim financial statements. 

For the CEO, each warrant entitles him to subscribe for one share with a
nominal value of DKK 0.25 each at a subscription price of DKK 0.40 plus an
annual hurdle rate of 8%. The price is fixed on the basis of the last 30
business days leading up to the date of employment of the CEO, 1 January 2012. 

For the other participants, the subscription price is DKK 0.51 plus the same
hurdle rate. This price is fixed on the basis of the last 30 business days
leading up to the date of the annual general meeting, 25 April 2012. 

Conditions
Regardless of the number of warrants granted, the gains from the exercise of
warrants of the two members of the Management Board may not exceed a total of
300% of their annual pay before tax on the date of the grant. For the other
managerial employees, an upper limit of 100% applies. 

If a member of the Management Board resigns, all warrants shall automatically
lapse without compensation irrespective of whether his employment contract is
terminated by himself or the company prior to exercise. 

For the other managerial employees, all warrants shall automatically lapse
without compensation if the employment relationship is terminated prior to the
exercise of warrants for reasons other than those set out below: 

  1. The relevant managerial employee resigns due to age or state pension,
  2. The employment relationship is terminated by the managerial employee
     provided that the termination is due to the company's material breach of
     the employment contract,
  3. The employment relationship is terminated by the company provided that the
     termination is not due to the managerial employee's breach of the
     employment contract, or
  4. In the event of death where the estate is entitled to keep the warrants
     granted
.

Market value
As at today's date, the total market value of the issued warrants is estimated
at DKK 1,939,786. The market value of the issued warrants as at today's date is
calculated at DKK 0.18 each, based on the Black-Scholes formula with a
volatility calculated at 62.7%, a risk-free interest rate of 0.4% p.a. and a
share price of DKK 0.51. 

Please direct any questions concerning this stock exchange announcement to

Christina Fris Bjørling, Communications, tel.: (+45) 2152 1011



Topsil Semiconductor Materials A/S



Jens Borelli-Kjær                              Kalle Hvidt Nielsen
Chairman                                        CEO


This announcement has been prepared in a Danish-language and an
English-language version. In case of doubt, the Danish version will prevail.
News Source: NASDAQ OMX



26.04.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------------
 
Language:     English
Company:      Topsil Semiconductor Materials A/S
              
               
              Denmark
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         DK0010271584
WKN:          
 
End of Announcement                             DGAP News-Service
 
---------------------------------------------------------------------------