NASDAQ OMX Copenhagen 15.04.2011
Nikolaj Plads 6
DK-1067 Copenhagen K
No. 08/11
STOCK EXCHANGE ANNOUNCEMENT
Annual General Meeting 2011
At the Annual General Meeting held on 14 April 2011, the Management Report was presented and taken note of.
Approval of the Company’s Annual Report 2010 and the Board of Directors' remuneration for 2010 was adopted.
The shareholders resolved not to pay dividend.
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.
The shareholders unanimously appointed Deloitte Statsautoriseret Revisionsaktieselskab auditors of the Company.
By 74,327,879 votes in favour and 1,362,046 against, the shareholders resolved 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.
The Board of Directors' proposal for a remuneration policy for the Board of Directors and the Management Board was adopted by 71,418,365 votes in favour and 3,326,546 against.
The Board of Directors' proposal to complete a reverse share split to change the denomination of the Company's shares from DKK 0.25 each to DKK 10 each was withdrawn on the grounds that during the period since the notice convening the Annual General Meeting was distributed, doubt about the overall costs has arisen. The proposal may be re-submitted at a future general meeting when the circumstances have been further investigated.
Item 9 related to proposals for amendment of the Articles of Association:
The resolution in item 9.1 relating to the Board of Directors’ proposal to insert a new Article 11.2 in the Articles of Association introducing an age limit of 70 years for Board members was adopted.
The resolution in item 9.2 relating to the Board of Directors’ proposal to add a new item regarding approval of the Board of Directors' remuneration to the fixed agenda for the Annual General Meeting, as set out in Article 8.1 of the Articles of Association, was adopted
The shareholders 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 any amendments of the Articles of Association adopted at the Annual General Meeting and to make 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 any 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.
