OMX Nordic Exchange Copenhagen 19.03.2008
Nikolaj Plads 6
1067 København K
No. 04/08
Annual General Meeting
The Board hereby gives notice convening the annual general meeting in Topsil
Semiconductor Materials A/S on 2 April 2008 at 10.00 a.m. at the law firm
Plesner, Amerika Plads 37, 2100 Copenhagen Ø. The agenda is as follows:
1.
Election of chairman of the meeting.
2.
The management's report on the Company's activities during the past accounting
year.
3.
Presentation of the audited annual report for adoption.
4.
The Directors' proposal for treatment of profit according to the adopted annual
report.
5.
Election of Directors.
The Board propose re-election of:
Jens Borelli-Kjær, age 48
MSc Engineering (mathematics/physics)
Diploma (Economics and International Management) MBA (INSEAD)
Elected Chairman of the Board in 2006
Vitral A/S, Managing Director and Member of the Board
Gerstenberg & Agger A/S, Member of the Board
Gerstenberg Schröder A/S, Member of the Board
Eivind Dam Jensen, age 56
Certified Estate Agent
Elected Vice-Chairman in 2005
Ejendomsaktieselskabet Bangs Gård, Managing Director and Member of the Board
A/S Eivind Dam Jensen, Managing Director and Member of the Board
Statsaut. Ejendomsmæglerfirma E. Dam Jensen, Owner
Jørgen Frost, age 53
MSc Engineering, Diploma (Economics and Marketing)
Elected to the Board in 2006
Blendex A/S, Managing Director and Member of the Board
Frost Invest A/S, Managing Director and Member of the Board
Vestergaard Company Holding A/S, Member of the Board
Kongskilde Industries A/S, Member of the Board
Ole Christian Andersen, age 41
MSc Engineering, Diploma (part 1)
Nangate A/S, Managing Director and Member of the Board
OCA Holding ApS and OCA Family Holding ApS, Dirctor
6.
Appointment of auditor.
7.
Authorisation of the Board to acquire up to 10% of the Company's share capital
for the Company for a period of 18 months from the date of the general meeting
against payment of between DKK 0 and up to 10% more than the latest selling
price on OMX Nordic Exchange Copenhagen prior to the acquisition, according to
article 48 in the Danish Companies Act.
8.
Authorisation of the Board to increase the capital before 1 April 2013 in one
or more stages by offering up to 300 million new shares of DKK 0.25 with or
without pre-emption right for the existing shareholders. The board shall
determine the detailed terms of subscription in connection with the individual
offer, including the subscription price. 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.
9.
Authorisation of the Board to to increase the capital before 1 April 2013 in
one or more stages through new subscription of up to 10 million new shares of
DKK 0.25, which shall, without pre-emption right for the existing shareholders
in favour of the employees of the company at a price of minimum DKK 0.2625 per
share. The subscription terms under this authorisation shall be laid down by
the Board and shall meet the requirements stipulated in section 7A of the
Danish Tax Assessment Act.
10.
The Board of Directors' information to the General Meeting about the existing
guidelines for allotment of share options to members of the Management Board
and senior employees. There are 7,988,964 unexercised share options of a total
nominal value of DKK 1,997,241 under this scheme.
11.
Issue of overall guidelines for incentive-based remuneration of the Board of
Directors and Management Board. In pursuance of Section 69 b of the Danish
Companies Act, overall guidelines must be issued for incentive-based
remuneration of the Board of Directors and Management Board, and these
guidelines must have been discussed and approved at the General Meeting before
the Board of Directors may enter into new agreements on incentive-based
remuneration with the members of the Management Board.
If the General Meeting approves the guidelines for incentive-based
remuneration, the following provision, which will not require independent
adoption at the General Meeting, will be entered as Subarticle 3.10 in the
Articles of Association:
”Overall guidelines for incentive-based remuneration of the Board of Directors
and Management Board have been issued. These guidelines have been adopted by
the Company's General Meeting and published at the Company's website.”
The guidelines will, without undue delay, be published at the Company's website
with a statement that the guidelines have been approved by the ordinary General
Meeting for 2008.
12.
Proposal for amendments of the Articles of Association, including the following
articles:
a.
Article 3.1, 3.7 and 3.9: Change of the name “Copenhagen Stock Exchange” to
“OMX Nordic Exchange Copenhagen.”
b.
Article 4.2: Change of controller to I-NVESTOR RELATIONS SERVICES A/S.
13.
Other business, if any.
The share capital of the Company is DKK 100,847,917.50 divided into 403,391,670
shares.
The Articles of Association contain the following provisions on the
shareholders' access to and voting right at the General Meetings of Topsil
Semiconductor Materials A/S.
9.1
Any shareholder shall have access to general meetings if, at least three days
prior to the meeting, he has obtained an admission card for himself and his
adviser, if any, from the Company's office with reference to the registration
of the shares in the list of shareholders or presentation of documentation of
the shareholding.
9.2
Shareholders who have acquired shares through transfer may not exercise the
voting rights of those shares at general meetings that were called, unless the
shareholders have been registered in the list of shareholders or have given
notice of and documented their acquisition.
9.3
Shareholders who have acquired shares in any other way than by transfer may not
exercise the voting rights of those shares unless the shareholders are
registered in the list of shareholders or have given notice of and documented
their right prior to the general meeting.
9.4
Each share amount of DKK 0.25 shall entitle the holder to one vote.
9.5
Voting rights may be exercised through a proxy who shall present a written and
dated proxy. A proxy may not be valid for more than one year at a time.
It should be noted that according to article 10.2 of the Articles of
Association, adoption of item Nos. 8, 9 and 12 requires, that at least half 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 repre-sented at the general meeting.
Topsil Semiconductor Materials A/S has entered into an affiliation agreement
with Værdipapircentralen A/S - VP Securities Services (the Danish Securities
Centre). The shareholders' financial rights may consequently be exercised
through Værdipapircentralen A/S.
The agenda, the complete terms and conditions for the proposals to be
considered at the general meeting, the annual report on which the auditor has
rendered an opinion, and signed by the Board of management and the Board of
Directors will be available for inspection for the shareholders at the
Company's office as from 25 March 2008. Above-mentioned documents can also be
found on the Company's website www.topsil.com under “Investor Relations”.
Admittance card to the general meeting can be required by contacting the
Company on tel. +45 47 36 56 00 or investor@topsil.com by 28 March 2008.
A written proxy can be required by contacting the Company on tel +45 47 36 56
00 or investor@topsil.com by 28 March 2008. An electronic proxy can be
downloaded from the Company's website www.topsil.com under “Investor
Relations.”
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.
Link to website: http://www.topsil.com/0/481
