NASDAQ OMX Copenhagen 30.04.2009
Nikolaj Plads 6
1067 København K
07/09
Annual General Meeting 2009
At the annual general meeting 29 April 2009 the Management Report was presented
and taken note of, and the company's annual report for 2008 was carried
unanimously.
It was adopted not to pay dividend.
The general meeting re-elected the non-executive directors Jens Borelli-Kjær,
Eivind Dam Jensen, Jørgen Frost and Ole Christian Andersen.
At a subsequent constituent board meeting the Board appointed Jens Borelli-Kjær
Chairman and Eivind Dam Jensen Vice-chairman of the Board.
The Board suggested that Deloitte was re-elected auditor of the company. The
general meeting unanimously elected Deloitte auditor of the company.
It was adopted to extend the Board's authorization from the date of the general
meeting, to let the company acquire up to 10% of the company's share capital
during a period of 18 months against payment of between DKK 0 and up to 10%
more than the latest selling price on NASDAQ OMX Copenhagen prior to the
acquisition.
The Board proposed an amendment of the company's existing guidelines for
incentive-based remuneration of the Management Board. The guidelines will be
posted without undue delay on the company's website www.topsil.com under
”Investor Relations”. The guidelines were approved by the general meeting.
The Board informed the general meeting that all members of the Board have been
appointed members of the company's audit committee.
There were the following proposals for modifications of the Articles of
Association:
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.
Editorial changes to articles 3.1, 3.7, 3.9 and 4.2 in connection with change
of names.
The modifications of the Articles of Association were unanimously adopted by
the shareholders present, corresponding to 17.87 per cent of the share capital.
Decisions to modify the Articles of Association shall require that at least
half of the share capital is represented at the general meeting, and that the
proposal is adopted by at least 2/3 of the votes cast as well as of the voting
share capital represented.
Consequently, the required share capital was not represented, so an
extraordinary general meeting will be called as soon as possible.
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.
