NASDAQ OMX Copenhagen 28.04.2010
Nikolaj Plads 6
1067 København K
08/10
STOCK EXCHANGE ANNOUNCEMENT
Annual General Meeting 2010
At the annual general meeting 28 April 2010 the Management Report was presented
and taken note of. The company's annual report for 2009 was adopted
unanimously.
It was adopted not to pay dividend.
The general meeting re-elected the non-executive directors Jens Borelli-Kjær,
Eivind Dam Jensen and Jørgen Frost. Ole Christian Andersen did not seek
re-election, and Michael Hedegaard Lyng was elected new non-executive director
of the Board.
At a subsequent constituent board meeting the Board appointed Jens Borelli-Kjær
Chairman and Eivind Dam Jensen Vice-chairman of the Board.
Furthermore, the Board appointed Michael Hedegaard Lyng Chairman and Jørgen
Frost Vice-chairman of the company's audit committee.
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 authorisation to acquire treasury 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% more than the official selling
price quoted from time to time on NASDAQ OMX Copenhagen, in compliance with
section 98 of the Danish Companies Act.
Item 8.1 of the agenda related to proposals for amendments to the articles of
association as a consequence of the entry into force of the new Danish
Companies Act. These amendments were adopted unanimously.
Item 8.2 related to proposals for other amendments of the articles of
association:
10. The use in the articles of association of the term “Værdipapircentralen” is
consistently changed to “VP Securities A/S” (this only affects the Danish
version).
11. Articles 3.6, 3.6A, 3.6B and 3.7 as well as exhibits 1 and 2 are deleted as
they have been fully exercised and are no longer relevant.
12. Articles 3.8, 3.8A, 3.8B, 3.9 as well as exhibits 3 and 4 are deleted as
they pertain to a warrant scheme which has expired and as no more warrants will
be allocated under this authorisation.
13. In article 3.11, second paragraph, second line, the following is inserted
after “up to nominally DKK 10 million”; “shares of DKK 0.25 each, equal to 40
million shares”.
14. In article 4.2, the registrar is changed to “Computershare A/S, CVR no.:
27088899, Kongevejen 418, DK-2840 Holte”.
15. In article 6.2, 5 years is changed to 3 years.
16. A new article 7.7 is inserted according to which the chairman of the
general meeting will in the future be appointed by the Board of Directors.
Therefore, article 8.1, item 1, is deleted.
17. As a result, article 8.1, item 7 is worded as follows: “Authorisation
pursuant to section 198 of the Danish Companies Act to acquire treasury
shares.”
18. Articles 10.2 and 10.3 are deleted.
The amendments of the articles of association were unanimously adopted by the
shareholders present, corresponding to 17.58 per cent of the share capital.
Adoption of the resolution to amend the articles of association require that at
least 50% of the share capital is represented at the general meeting and that
the resolution is passed by at least two-thirds of the votes cast as well as of
the voting share capital represented at the general meeting.
As the required capital was not represented notice is given that an
extraordinary general meeting will be held on 10 May 2010 at 10:00 CET at the
company's home address in Frederikssund.
The general meeting authorised 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 the amendments to the articles of association
that may have been adopted by the Annual General Meeting, as well as changes to
references to legislation and terminological changes as a consequence of the
entry into force of the new Danish Companies Act. Furthermore, the chairman of
the general meeting is authorised to make such changes in and supplements to
the resolutions adopted by the general meeting and to submit the filings to the
Danish Commerce and Companies Agency as may be required by the Danish Commerce
and Companies Agency in order to register the amendments resolved.
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.
