Nasdaq Copenhagen
Nikolaj Plads 6
DK-1067 Copenhagen K
Frederikssund, 1 July 2016
ANNOUNCEMENT NO 24/16
Cemat A/S
Danish CVR No 24 93 28 18
Extraordinary general meeting
The Board of Directors of Cemat A/S (the ‘Company’) hereby convenes an extraordinary general meeting to be held on Friday, 5 August 2016 at 10.00 am at the address, Siliciumvej 1, DK-3600 Frederikssund.
The extraordinary general meeting is convened based on of a request from shareholders in accordance with the articles of association of the Company. As mentioned in Company Announcement no 20/16 1 July 2016 the Company has completed the sale of its silicon business to GlobalWafers Co. Ltd.
Further to the proposal from shareholders, see below, the Company expects shortly to present additional proposals for approval by the extraordinary general meeting. The additional proposals will, ie. include the composition of the board of directors and how the Company is to distribute net proceeds from the sale of the silicon business to the shareholders (fx as dividend or share buy-back).
Agenda
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Proposal from shareholder – Small Cap Danmark A/S, Christian Reinholdt personally, Fetter ApS, Lars Fetterlein personally and Advice Invest A/S.
1.1 Resolution to withdraw approval by the general meeting of 17 June 2016
Complete proposals
| Re 1 | |||
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1.1 |
Proposal from shareholders – Small Cap Danmark A/S (Danish CVR No 39703416), Christian Reinholdt personally, Fetter ApS (Danish CVR No 27374824), Lars Fetterlein personally and Advice Invest A/S (Danish CVR No 32671586) Withdrawal of approval of the sale by the Company of its aggregate silicon activities to GlobalWafers Co., Ltd., as adopted by the extraordinary general meeting of the Company held on 17 June 2016. |
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General information
The share capital of the Company 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.
The Company has entered into a participation agreement with VP Securities A/S. Accordingly, the shareholders’ financial rights may be exercised through VP Securities A/S.
Rules on adoption
Resolutions put to the vote at general meetings under item 1 requires a majority vote of not less than two thirds of the votes cast as well as of the voting share capital represented at the general meeting, cf. article 10.1 of the Articles of Association and section 106(1) of the Danish Companies Act.
The Company's website
This notice, including the agenda and the complete proposals to be submitted and consid- ered 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 will be available to the shareholders on the Company’s website www.cemat.dk under ”Investors/Events and presentations” as from 14 July 2016 at 10 am.
This notice convening the Annual General Meeting has also been published through Nasdaq Copenhagen A/S, the IT system of the Danish Business Authority, the Company's website 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 share- holder's shares, is determined based on the shares held by the shareholders on the record date, which is one week before the general meeting.
The record date is Friday, 29 July 2016.
The shares held by each shareholder are calculated on expiry of the record date on the basis of registration of the shareholder’s shares in the register of shareholders and notifications about ownership received by the Company for entry into the register of shareholders, but which have not yet been recorded in the register of shareholders. Notifications on shareholdings must be provided in the form of a custody account statement from VP Securities A/S or similar documentation for the shareholders to be registered in the register of shareholders and for the shares to be included in the calculation. The Company must receive such documentation before expiry of 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 thus cannot exercise the voting rights of those shares at general meetings, 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 Friday, 29 July 2016.
Admission Cards
In order to attend the Annual General Meeting, shareholders must request an admission card on or before Monday, 1 August 2016. Until Monday, 1 August 2016 at 11:59 pm, admission cards may be requested online at www.cemat.dk using NemID or custody account number and password at the Company's shareholder portal. If you submit your request for an admission card online, you will receive an electronic confirmation of your registration instantly. Requests for admission cards may also be made by sending a completed registration form to the Company's registrar, Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, to be received no later than on Monday, 1 August 2016 at 11:59 pm. The registration form may also be downloaded at www.cemat.dk.
Proxy
Shareholders may be represented by a proxy at the Annual General Meeting. Until Monday, 1 August 2016 at 11:59 pm, proxies may also be appointed electronically via the shareholder portal. If you submit a proxy form, the completed proxy form must be received by the Company's registrar, Computershare, no later than on Monday, 1 August 2016 at 11:59 pm. The proxy form may also be downloaded at www.cemat.dk.
Voting by correspondence
Shareholders may choose to vote by correspondence, i.e. to cast their votes in writing be- fore the Annual General Meeting is held instead of voting at the Annual General Meeting. Shareholders who choose to vote by correspondence may do so online via the shareholder portal or send their vote to Computershare A/S, to be received no later than on Friday, 5 August 2016 at 10:00 am. Votes by correspondence received are irrevocable. Please note that it may occasionally take several days before a letter reaches the addressee.
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.
Please direct any questions concerning this stock exchange announcement to Jesper Bodeholt at jeb@cemat.dk.
Cemat A/S
Jens Borelli-Kjær
Chairman of the Board
This announcement has been prepared in a Danish-language and an English-language ver-sion. In case of doubt, the Danish version will prevail.
Unsubscribe announcements: investor@cemat.dk.
