OMX Nordic Exchange Copenhagen 02.04.2008
Nikolaj Plads 6
1067 København K
05/08
Annual General Meeting 2008
At the annual general meeting 2 April 2008 the Management Report was presented
and taken note of, and the company's annual report for 2007 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 uanimously 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 OMX Nordic Ex-change Copenhagen prior to
the acquisition.
The board informed the general meeting about the company's existing guidelines
for incentive-based remuneration of the Management Board and senior employees.
The guidelines can be found on the company's website www.topsil.com under
”Investor Relations”. The guidelines were adopted by the general meeting.
There were the following proposals for modifications of the Articles of
Association:
•Authorisation of the Board to increase the capital before 1 April 2013 by
offering up to 300 million new shares of DKK 0.25 with or without pre-emption
right for the existing shareholders. If the subscription price is lower than
the market price the existing shareholders shall in any case have pre-emption
right in connection with an increase of capital.
•Authorisation of the Board to increase the capital before 1 April 2013 by
offering up to 10 million new shares without pre-emption right for the existing
shareholders in favour of the employees at a price of minimum DKK 0.2625 per
share, and in other respects in compliance with the requirements stipulated in
section 7A of the Danish Tax Assessment Act.
•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 17.68 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 on Monday the 14 April at 9.00
a.m. at the company's address in Frederikssund.
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.
