Nasdaq Copenhagen A/S Nikolaj Plads 6 1067 København K
Frederikssund, 25 May 2016 Company announcement No 11/2016
Topsil Semiconductor Materials A/S Danish CVR No. 24 93 28 18 Extraordinary general meeting
The Board of Directors of Topsil Semiconductor Materials A/S (the “Company”) hereby convenes the Extraordinary General Meeting to be held on Friday 17 June 2016 at 10.00 at the registered office of the Company, Siliciumvej 1, DK-3600 Frederikssund.
Agenda
Item 1. Proposals from the Board of Directors
1.1 Resolution on the approval of the Company’s sale of its entire silicon business
1.2 Resolution on the amendment of the Company’s Articles of Association due to (1.1).
Complete proposals
| Proposals from the Board of Directors 1.1 On 20 May 2016, the Board of Directors of the Company and GlobalWafers Co. Ltd. signed an agreement to sell the Company’s entire silicon business in both the parent company and its subsidiaries, see company announcement No 08/2016. The agreement is i.e. subject to the approval of the sale by the requisite majority of the Company’s shareholders at an extraordinary general meeting. As for the terms and consequences of the agreement, please refer to the above-mentioned company announcement. | |||
| 1.2 Resolution on the amendment of the Company’s Articles of Association due to the resolution adopted under 1.1 above, whereby, due to the Company’s future business, the name (1.1) and objects (2.1) of the Company are changed to the following: | |||
| Article 1.1 ”The name of the Company is Cemat A/S" Article 2.1 ”The objects for which the Company is established are to operate, develop and sell the property company Cemat70 S.A.” | |||
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
Resolutions put to the vote at general meetings under item 1 requires a majority vote of not less than two thirds of the votes cast as well as of the voting share capital represented at the general meeting, cf. article 10.1 of the Articles of Association and section 106(1) of the Danish Companies Act.
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 will be available to the shareholders on the Company’s website www.topsil.com under ”Investors/Events and presentations” as from 26 May 2016 at 10 am.
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 share- holder'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, 10 June 2016.
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, 10 June 2016.
Admission cards
In order to attend the Annual General Meeting, shareholders must request an admission card on or before Monday, 13 June 2016. Until Monday, 13 June 2016 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, 13 June 2016 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, 13 June 2016 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, 13 June 2016 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, 17 June 2016 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.
Please direct any questions concerning this stock exchange announcement to Susanne Hesselkjær, tel. +4529 26 6752 or investor@topsil.com.
Topsil Semiconductor Materials A/S
Jens Borelli-Kjær
Chairman of the Board
This announcement has been prepared in a Danish-language and an English-language version. In case of doubt, the Danish version will prevail.
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