NASDAQ OMX Copenhagen 25 May 2009 Nikolaj Plads 6 DK-1067 Copenhagen K STOCK EXCHANGE ANNOUNCEMENT No. 12/09 Warrant and bonus programme for the Management and warrant programme for managerial employees At a meeting held today, the Board of Directors of Topsil Semiconductor Materials A/S resolved to grant a warrant and bonus programme to the company's Management, Keld Lindegaard Andersen, Chief Executive Officer, and Jørgen Bødker, VP Sales and Marketing. The Board of Directors also resolved to grant a warrant programme to other managerial employees of the company. Management Key elements of the warrant programme: The Chief Executive Officer is granted 5,897,250 warrants. The VP Sales and Marketing is granted 4,128,075 warrants. Each warrant entitles the holder to subscribe for one share with a nominal value of DKK 0.25 in the company. The exercise price has been fixed at DKK 0.81 per share. The warrants are exercisable at the rate of one third in each of the following periods: For a period of up to six weeks following publication of the full-year profit announcement for 2009. For a period of up to six weeks following publication of the full-year profit announcement for 2010. For a period of up to six weeks following publication of the full-year profit announcement for 2011. On expiry of an exercise period, any unexercised warrants will be transferred to the following exercise period. On expiry of the third exercise period, all unexercised warrants will lapse. The Management members retains his right to the warrants granted if such member's employment with the company ends due to termination on the part of the company before the member has exercised the warrants granted. The Management member loses his right to any unexercised warrants if such member's employment with the company terminates due to the member's own resignation before the exercise period has occurred. Key elements of the bonus programme For the 2009, 2010 and 2011 financial years, the Chief Executive Officer is entitled to bonus at the rate of 1.0% of the pre-tax profit according to the consolidated financial statements and at the rate of 4.0% of the growth in the group's pre-tax profit, calculated relative to the pre-tax profit according to the consolidated financial statements for the prior financial year. For the 2009, 2010 and 2011 financial years, the VP Sales and Marketing is entitled to bonus at the rate of 0.7% of the pre-tax profit according to the consolidated financial statements and at the rate of 2.8% of the growth in the group's pre-tax profit, calculated relative to the pre-tax profit according to the consolidated financial statements for the prior financial year. On severance of service, the Management members are entitled to proportionate payment equalling the number of months of employment during the relevant financial year. Other managerial employees Key elements of the warrant programme: A total of 18,671,535 warrants have been granted to 11 named employees. Each warrant entitles the holder to subscribe for one share with a nominal value of DKK 0.25 in the company. The exercise price has been fixed at DKK 0.81 per share. The warrants are exercisable at the rate of one third in each of the following periods: For a period of up to six weeks following publication of the full-year profit announcement for 2009. For a period of up to six weeks following publication of the full-year profit announcement for 2010. For a period of up to six weeks following publication of the full-year profit announcement for 2011. On expiry of an exercise period, any unexercised warrants will be transferred to the following exercise period. On expiry of the third exercise period, all unexercised warrants will lapse. The managerial employee retains the right to any warrants granted if such employee's employment with the company ends due to termination on the part of the company before the employee has exercised the warrants granted. The employee loses the right to any unexercised warrants if such employee's employment with the company terminates due to the employee's own resignation before the exercise period has occurred. The fair value of the aggregate warrant programme of 28,696,860 warrants has been calculated at DKK 10,251,515 at the date of grant. Please direct any questions regarding this announcement to: Jens Borelli-Kjær, Chairman, tel. +45 40 16 14 82 Keld Lindegaard Andersen, Chief Executive Officer, tel. +45 21 70 87 72 Topsil Semiconductor Materials A/S Jens Borelli-Kjær Keld Lindegaard Andersen Chairman Chief Executive Officer Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
Warrant and bonus programme for the Management and warrant programme for managerial employees
| Source: Cemat A/S
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