Topsil Semiconductor Materials A/S
Annual General Meeting 2015

DGAP-News: Topsil Semiconductor Materials A/S

2015-03-27 / 15:59

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Nasdaq Copenhagen A/S
Nikolaj Plads 6
1067 Copenhagen K, Denmark

27.03.2015


Announcement no. 04/15

Topsil Semiconductor Materials A/S
CVR no. 24 93 28 18
Annual General Meeting

Notice is hereby given that the Annual General Meeting of Topsil Semiconductor
Materials A/S will be held on Friday, 24 April 2015 at 10:00 am at Topsil,
Siliciumvej 1, DK-3600 Frederikssund. The agenda is as follows: 

Item 1
Report by the Board of Directors and the Management Board on the activities of
the Company during the past financial year. 

Item 2
Presentation of the audited annual report for approval.

Item 3
The Board of Directors' proposal for appropriation of profit or treatment of
loss according to the approved annual report. 

Item 4
Approval of the remuneration to the Board of Directors for the current
financial year. 

The Board of Directors proposes a basic remuneration to each ordinary board
member of DKK 180,000 for the current year. The chairman will receive 2.5
times, and the deputy chairman will receive 1.75 times the basic remuneration.
The chairman of the Audit Committee will receive 1.5 times the basic
remuneration, and the other members of the Audit Committee will receive 1.25
times the basic remuneration. 

Item 5
Election of members to the Board of Directors
The Board of Directors proposes re-election of:

Jens Borelli-Kjær, Chairman, 55
MSc Engineering (Mathematics/Physics), BCom (International Trade), MBA (INSEAD)
Elected Chairman in 2006
Directorships and managerial positions: Chairman of the board of directors of
Vitral A/S, Chairman of the board of directors of UAB Vitral, Lithuania, CEO of
CCMA ApS, 
Chairman of the Nomination Committee and the Remuneration Committee
Independent of special interests
Special qualifications: Management experience from international industrial
companies (electronics, building materials, and medical equipment). Special
focus on production, product development and commercialisation. 

Eivind Dam Jensen, Deputy Chairman, 63
State-authorised estate agent
Elected Deputy Chairman in 2005
Directorships and managerial positions: Owner of Statsaut. Ejendomsmæglerfirma
E. Dam Jensen 
Member of the Nomination Committee
Not independent of special interests (majority shareholder)
Special qualifications: Purchase, sale, valuation and letting of commercial and
investment properties and property management. 

Jørgen Frost, 60
MSc Engineering, BCom (Marketing)
Elected to the Board of Directors in 2006
Member of the Audit Committee
Directorships and managerial positions: CEO of M.J. Grønbech & Sønner Holding
A/S and chairman of its subsidiaries 
Founder, CEO and member of the board of directors of Frost Invest A/S
Member of the board of directors of Fischer Holding A/S, and chairman of its
subsidiary Blendex A/S 
Member of the board of directors of Vestergaard Holding A/S and its subsidiaries
Member of the board of directors of Rich. Müller Fonden and RM Rich. Müller A/S
Member of the board of directors of Focus Lighting A/S
Independent of special interests
Special qualifications: Industrial management experience from listed industrial
Companies. 

Michael Hedegaard Lyng, 45
MSc (Business Administration and Auditing), MBA (IMD)
Elected to the Board of Directors in 2010
Chairman of the Audit Committee and member of the Remuneration Committee
Directorships and managerial positions: CFO and member of the executive board
of NKT Holding A/S and member of the boards of directors of several companies
of the NKT group. 
CEO of NKT Cables Group.
Member of the board of directors of Burmeister & Wain Scandinavian Contractor
A/S. 
Member of the board of Investeringsselskabet Luxor A/S.
Independent of special interests
Special qualifications: Traditional CFO disciplines in global, international
listed industrial companies. 

Item 6
Appointment of auditors.

The Board of Directors proposes that Deloitte Statsautoriseret
Revisionspartnerselskab be re-appointed. 

Item 7
Authorisation to the Board of Directors pursuant to section 198 of the Danish
Companies Act to allow the Company, during a period of 18 months from the date
of the Annual General Meeting, to acquire own shares of up to 10% of the
Company's share capital from time to time against payment of between DKK 0 and
up to 10% above the official selling price quoted from time to time on Nasdaq
Copenhagen A/S. 

Item 8
Resolution proposed by shareholder Birger Raben-Skov:

As both the Board of Directors and the general management of Topsil
unfortunately have failed to produce satisfactory results for Topsil for a
relatively long period of time, the shareholders in general meeting oblige the
Board of Directors of Topsil to engage one or more third-party consultants to
explore all opportunities of an aggregate sale of Topsil for the benefit of
both the employees and the shareholders. The process must be completed by the
next annual general meeting. 

The Board of Directors does not support the proposal.

Item 9
Any other business.

General information
The share capital of Topsil Semiconductor Materials A/S 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. 

Topsil Semiconductor Materials A/S 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
Items considered at the general meeting will be determined by a simple majority
of votes. 

The Company's website
This notice, including the agenda and the complete proposals to be submitted
and considered 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 as
well as any other documents to be presented at the Annual General Meeting,
including the annual report for 2014, including the auditors' report and the
signatures of the members of the Management Board and the Board of Directors
will be available to the shareholders on the Company's website www.topsil.com
under 'Investors/Events and presentations' as from 27 march 2015. 

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 shareholder'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, 17 April 2015.

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, 17 April 2015. 

Admission cards
In order to attend the Annual General Meeting, shareholders must request an
admission card on or before Monday, 20 April 2015. Until Monday, 20 April 2015
at 11:59 pm, admission cards may be requested online at www.topsil.com 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, 20 April 2015 at 11:59 pm. The
registration form may also be downloaded at www.topsil.com. 

Proxy
Shareholders may be represented by a proxy at the Annual General Meeting. Until
Monday, 20 April 2015 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, 20 April 2015 at 11:59 pm. The proxy form may also be downloaded at
www.topsil.com. 


Voting by correspondence
Shareholders may choose to vote by correspondence, i.e. to cast their votes in
writing before 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, 24 April 2015 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. 



Topsil Semiconductor Materials A/S

Jens Borelli-Kjær                                                         Kalle
Hvidt Nielsen 
Chairman of the Board                                               CEO



This announcement has been prepared in a Danish-language and an
English-language version. In case of doubt, the Danish version will prevail. 


         Please direct any questions concerning this stock exchange
announcement to Susanne Hesselkjær, tel. +4529 26 6752 or investor@topsil.com. 
         
         Unsubscribe: investor@topsil.com
News Source: NASDAQ OMX



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Language:    English                             
Company:     Topsil Semiconductor Materials A/S  
 
 
             Denmark                             
ISIN:        DK0010271584                        
 
 
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