The Board hereby gives notice convening the annual general meeting in Topsil
Semiconductor Materials A/S Wednesday 28 March 2007 at 10.00 a.m. at the law
firm Plesner, Amerika Plads 37, 2100 Copenhagen Ø. The agenda is as follows:
1.
Election of chairman of the meeting.
2.
The management's report on the Company's activities during the past
accounting year.
3.
Presentation of the audited annual report for adoption.
4.
The Directors' proposal for treatment of profit according to the adopted
annual report.
5.
Election of Directors.
The Board propose re-election of:
Jens Borelli-Kjær, age 47
MSc Engineering (mathematics/physics)
Diploma (Economics and International Management) MBA (INSEAD)
Elected Chairman of the Board in 2006
Vitral A/S, Managing Director and Member of the Board
Gerstenberg & Agger A/S, Member of the Board
Gerstenberg & Schröder A/S, Member of the Board
Topsil International A/S, Chairman
Eivind Dam Jensen, age 55
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 52
MSc Engineering, 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
Per Jørgensen, Member of the Board, withdraws from the Board
The Board propose new election of:
Ole Christian Andersen, age 40
MSc Engineering, Diploma (part 1)
Nangate A/S, Founder, Member of the Board and Managing Director
OCA Holding ApS and OCA Family Holding ApS, founder and Dirctor
Exbit Technology (now Vitesse Semiconductor Corporation A/S),
Founder andformer Director and Member of the Board
Among former assignments Delta, Cray Communications A/S, Intel Corporation
Denmark, can be mentioned
6.
Appointment of auditor.
7.
Authorisation of the Board to acquire up to 10% of the Company's share
capital for the Company for 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 latest
selling price on the Copenhagen Stock Exchange prior to the acquisition,
according to article 48 in the Danish Companies Act.
8.
Authorisation of the Board in accordance with article 40B of the Danish
Companies Act to issue warrants to managers/executive staff in the amount of
nominally up to 15 million shares at DKK 0.25, and a concurrent authorisation
to decide on a capital increase with no pre-emptive right to the existing
shareholders, implying that a capital increase of nominally up to DKK 5,500,000
can be made if deemed necessary, e.g. in order to fulfil adjustment clauses
etc. Issued warrants entitle the holder to subscribe for shares at a price of
minimum DKK 0.2625 per share. The authorisation shall remain in force up to and
including 28 March 2012. The Board shall determine the detailed terms of the
warrants issued under the authorisation.
9.
Proposal for amendments of the Articles of Association as a result of the
company's corporate governance policy and other expedient amendments, including
the following articles:
Article 4.2 - Change of controller of the share register to Aktiebog Danmark
A/S.
Article 7.5 and 7.7 - Change in procedure for presentation of the complete
proposals to be discussed by the general meeting, implying that future
proposals shall be attached to the notice of the meeting.
10.
Other business, if any.
The agenda, the complete terms and conditions for the proposals to be
considered at the general meeting, the annual report on which the auditor has
rendered an opinion, and signed by the Board of management and the Board of
Directors will be available for inspection for the shareholders at the
Company's office as from today. Above-mentioned documents can also be found on
the Company's website www.topsil.com under “Investor Relations”.
Admittance card to the general meeting can be required by contacting the
Company on tel. +45 47 36 56 00 or investor@topsil.com by 23 March 2007.
Topsil Semiconductor Materials A/S
Jens Borelli-Kjær Keld Lindegaard Andersen
Chairman CEO
+45 47 18 01 00 +45 47 36 56 10
Please note that this translation is provided for convenience only. The Danish
version shall prevail in case of discrepancies.
Draft for new Articles of Association and admittance card/power of attorney
form are available at: http://www.topsil.com/564
