Annual General Meeting

Topsil Semiconductor Materials A/S 

02.04.2012 13:05
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NASDAQ OMX Copenhagen A/S
Nikolaj Plads 6
1067 København K

Date: 02.04.2012




STOCK EXCHANGE ANNOUNCEMENT NO. 03/12

Topsil Semiconductor Materials A/S
CVR no. 24 93 28 18
Annual General Meeting

Notice is hereby given that the Annual General Meeting of Topsil Semiconductor
Materials A/S will be held on Wednesday, 25 April 2012 at 10:00 am at Plesner
law firm, Amerika Plads 37, DK-2100 Copenhagen Ø. The agenda is as follows: 

  1. Report by the Board of Directors and the Management Board on the activities
     of the Company during the past financial year.



  1. Presentation of the audited annual report for approval.  



  1. Approval of the remuneration to the Board of Directors for the current
     financial year.



  1. The Board of Directors' proposal for appropriation of profit or treatment
     of loss according to the approved annual report.



  1. Election of members to the Board of Directors
     The Board of Directors proposes re-election of:
     
     Jens Borelli-Kjær, Chairman (52)
     MSc Engineering (Mathematics/Physics), BCom (International Trade), MBA
     (INSEAD)
     Elected Chairman in 2006
     Directorships and managerial positions: CEO of Vitral A/S, CCMA Holding
     ApS, UAB Vitral, Lithuania, Vitral UK Ltd., United Kingdom Chairman of the
     board of directors of Cemat Silicon S.A., Poland
     Special qualifications: Business, industrial and general management
     experience from various industries (building materials, pharmaceutical
     equipment and electronics)
     
     Eivind Dam Jensen, Deputy Chairman (60)
     State-authorised Estate Agent
     Elected Deputy Chairman in 2005
     Directorships and managerial positions: CEO and member of the boards of
     directors of Ejendomsaktieselskabet Bangs Gård and Aktieselskabet Eivind
     Dam Jensen, and owner of Statsaut. Ejendomsmæglerfirma E. Dam Jensen
     Special qualifications: Purchase, sale, valuation and letting of commercial
     and investment properties and property management
     
     Jørgen Frost, 57
     MSc (engineering), BCom (marketing)
     Elected to the Board of Directors in 2006
     Member of the Audit Committee
     Directorships and managerial positions: CEO and member of the board of
     directors of Blendex A/S, founder, CEO and member of the board of directors
     of Frost Invest A/S and member of the boards of directors of Vestergaard
     Company A/S, Kongskilde Industries A/S and RM Rich. Müller A/S
     Special qualifications: Industrial management experience from listed
     industrial companies
     
     Michael Hedegaard Lyng, 42
     MSc (Business Administration and Auditing), MBA (IMD)
     Elected to the Board of Directors in 2010
     Chairman of the Audit Committee
     Directorships and managerial positions: CFO and member of the executive
     board of NKT Holding A/S, member of the boards of directors of several
     companies in the NKT group. Member of the board of directors of Burmeister
     & Wain Scandinavian Contractor A/S Member of the board of directors of
     Cemat Silicon S.A., Poland
     Special qualifications: Traditional CFO disciplines in global listed
     industrial companies
     
  2. Appointment of auditors
     
  3. Authorisation of the Board of Directors pursuant to section 198 of the
     Danish Companies Act to acquire own shares during a period of 18 months
     from the date of the Annual General Meeting against payment of between DKK
     0 and up to 10% above the official selling price quoted from time to time
     on NASDAQ OMX Copenhagen A/S.



  1. Proposal by the Board of Directors to amend the general guidelines for
     incentive-based remuneration to the Board of Directors and the Management
     Board and, at the same time, to merge the general guidelines for
     incentive-based remuneration to the Board of Directors and the Management
     Board and the Company's remuneration policy. Under section 139 of the
     Danish Companies Act, general guidelines for incentive-based remuneration
     to a company's board of directors and management board 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 the management board. In
     addition, the Company has resolved to formulate a remuneration policy in
     accordance with the Danish corporate governance recommendations. It is
     proposed to merge the general guidelines for incentive-based remuneration
     to the Board of Directors and the Management Board and the Company's
     remuneration policy into a single document entitled 'General guidelines for
     remuneration to the Board of Directors and the Management Board'. The
     general guidelines for remuneration to the Board of Directors and the
     Management Board have been updated to reflect the Danish Companies Act, and
     a change has been made with respect to the Board of Directors' right to
     determine the exercise price in connection with issuance of warrants to the
     employees to the effect that the price will be determined by the Board of
     Directors.



  1. Approval of the Board of Directors' proposal to amend the Articles of
     Association and authorisation to the chairman of the general meeting.

  9.1
     Authorisation of the Board of Directors under section 155(2) of the Danish
     Companies Act to issue up to 30,000,000 warrants to employees of the Group,
     including the Management Board, each warrant entitling the holder to
     subscribe for one share of DKK 0.25 each and authorisation to approve a
     resolution in respect of the related capital increase without pre-emptive
     rights to existing shareholders of up to a nominal value of DKK 7,500,000.
     The Board of Directors is authorised to reuse or reissue any lapsed and
     unexercised warrants. The authorisation will be valid up to and including
     25 April 2017. The specific terms and conditions applying to the grant and
     the exercise of warrants will be determined by the Board of Directors.
     



9.2
Authority to the chairman of the general meeting:

Authorisation of the chairman of the general meeting to make relevant changes
to the numbering of the provisions of the Articles of Association as a
consequence of such amendments to the Articles of Association as may be
approved at the Annual General Meeting, as well as changes to references to
legislation and terminological changes as a consequence of changes in company
law or in the names of public authorities. Furthermore, the chairman of the
general meeting is authorised to make such changes in and supplements to the
resolutions approved at the general meeting and the notification to the Danish
Business Authority as may be required by the Danish Business Authority in order
to register the amendments adopted. 


  1. Any other business

General information
The share capital of Topsil Semiconductor Materials A/S amounts to DKK
132,028,539.25 nominal value divided into 528,114,157.00 shares of DKK 0.25
each. Each share amount of DKK 0.25 entitles the holder to one vote. 

Topsil Semiconductor Materials A/S has entered into an affiliation agreement
with VP Securities A/S. Accordingly, the shareholders' financial rights may be
exercised through VP Securities A/S. 

Rules on adoption
Items considered at the general meeting will be determined by a simple majority
of votes, except for matters under item 9, which require a majority of at least
2/3 of the votes cast and of the voting share capital represented at the
general meeting in pursuance of section 106 of the Danish Companies Act. 

The Company's website
This notice, including the agenda and the complete proposals to be submitted
and considered at the general meeting, information about the total number of
shares and voting rights at the date of this notice, forms for appointing
proxies, for voting by correspondence and for requesting admission cards as
well as any other documents to be presented at the Annual General Meeting,
including the annual report for 2011, including the auditors' report, and
signed by the Management Board and the Board of Directors, and the draft
revised Articles of Association and the general guidelines for remuneration to
the Board of Directors and the Management Board, will be available for the
shareholders on the Company's website www.topsil.com under 'Investor Relations'
as from 2 April 2012. 

This notice convening the Annual General Meeting has also been published
through NASDAQ OMX Copenhagen A/S, the IT system of the Danish Business
Authority and by e-mail to shareholders having requested to receive notices of
general meetings by e-mail by providing their e-mail address. 

Record date
A shareholder's right to vote at the Company's general meetings, or to vote by
correspondence, on the shareholder's shares, is determined relative to the
shares held by the shareholder on the record date. 

Only persons registered as shareholders of the Company on the record date are
entitled to attend and vote at general meetings. See, however, the information
below on the deadline for shareholders to request admission cards. 

Shareholders who have acquired shares through transfer or otherwise cannot
exercise the voting rights of those shares at general meetings that have been
called, unless the shareholders have been registered in the register of
shareholders or have given notice of and documented their acquisition on or
before the record date which is one week prior to the general meeting. The
record date is Wednesday, 18 April 2012. 

Admission cards
In order to vote at the Annual General Meeting, shareholders must request an
admission card on or before Friday, 20 April 2012. To request an admission
card, please contact the Company on tel. +45 47 36 56 00, or by e-mail,
investor@topsil.com. Until Friday, 20 April 2012 at 11:59 pm, requests for
admission cards may also be made electronically through the Company's website,
www.topsil.com, under 'Investor Relations'. 

Proxy
Shareholders may be represented by a proxy at the general meeting. Completed
proxy forms must be received by the Company on or before Friday, 20 April 2012
at 11.59 pm at the address Linderupvej 4, DK-3600 Frederikssund. The proxy form
can be found on the website and is also available from the Company up to and
including Friday, 20 April 2012 at 4:00 pm by contacting the Company on tel.
+45 47 36 56 00 or by e-mail to investor@topsil.com. Until Friday, 20 April
2012 at 11:59 pm, proxies may also be given electronically by e-mail to
investor@topsil.com. 

Voting by correspondence
Instead of voting at the Annual General Meeting, shareholders may cast their
votes by correspondence before the general meeting is held. Votes by
correspondence must be received by the Company on or before Wednesday, 25 April
2012 at 10:00 am. The form for voting by correspondence is attached to this
notice and is available on the Company's website, www.topsil.com, under
'Investor Relations'. Votes by correspondence may be given electronically by
e-mail to investor@topsil.com. Votes by correspondence received by the Company
are irrevocable. Please note that it may occasionally take several days before
a letter reaches the recipient. 

Questions
Shareholders may ask questions concerning the agenda and the other material to
be used at the general meeting both before and at the general meeting. 

Topsil Semiconductor Materials A/S



Jens Borelli-Kjær                              Kalle Hvidt Nielsen
Chairman                                        Chief Executive Officer



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




         If you have any question concerning this stock exchange announcement,
please contact Susanne Hesselkjær, tel. +45 29266752.
News Source: NASDAQ OMX



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