Nasdaq Copenhagen A/S
Nikolaj Plads 6
1067 Copenhagen K
Frederikssund, 24.04.2015
ANNOUNCEMENT NO. 06/15
Topsil Semiconductor Materials A/S
CVR-No. 24 93 28 18
Annual General Meeting 2015
Item 1
At the Annual General Meeting held on 24 April 2015, the Management Report was presented and taken note of.
Item 2
The Annual General Meeting approved the Annual Report 2014.
Item 3
The Annual General Meeting decided not to pay dividend.
Item 4
The Board of Directors’ proposal was adopted to continue the reduction of 10% of the remuneration to the Board of Directors in the current financial year relative to the remuneration received in 2012.
Item 5
The shareholders unanimously re-elected the non-executive directors Jens Borelli-Kjær, Eivind Dam Jensen, Jørgen Frost, and Michael Hedegaard Lyng.
At a subsequent constituent Board meeting, the Board appointed Jens Borelli-Kjær Chairman and Eivind Dam Jensen Deputy Chairman of the Board.
Michael Hedegaard Lyng (Chairman) and Jørgen Frost will continue in the Company’s audit committee for the accounting year 2014. Jens Borelli-Kjær (Chairman) and Michael Hedegaard Lyng will continue in the Company’s Remuneration Committee, and Jens Borelli-Kjær (Chairman) and Eivind Dam Jensen will continue in the Nomination Commettee.
Item 6
The shareholders unanimously appointed Deloitte Statsautoriseret Revisionspartnerselskab auditors of the company.
Item 7
The Annual General Meeting decided 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 198 of the Danish Companies Act.
Item 8
The resolution proposed by shareholder Birger Raben-Skov:
As both the Board of Directors and the general management of Topsil unfortunately have failed to produce satisfactory results for Topsil for a relatively long period of time, the shareholders in general meeting oblige the Board of Directors of Topsil to engage one or more third-party consultants to explore all opportunities of an aggregate sale of Topsil for the benefit of both the employees and the shareholders. The process must be completed by the next annual general meeting
was defeated by 80,002,137 votes (59%) to 55,533,130 votes (41%).
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 discrepancies, the Danish version will prevail.
Any queries regarding this stock exchange announcement may be addressed to the company's CEO through: Susanne Hesselkjær, tel.: +45 2926 6752.
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