Article 3.1 of the Articles of Association has been amended due to exercise of warrants.
Pursuant to section 28a of the Danish Securities Trading Act we can report the following transactions based on reports from insiders:
| Name: |
Thomas Clausen |
| Reason: |
Former R. & D. Manager |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DK 0010271584 |
| Type: |
Shares |
| Transaction: |
Purchase (exercise of warrants) |
| Market: |
NASDAQ OMX Copenhagen |
| Trading date: |
3 May 2011 |
| Number: |
500,000 |
| Market value DKK: |
365,000 |
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
Referring to stock exchange announcements of 25 May 2009 (No. 12/09) and 26 August 2010 (No. 24/10) the Management and managerial employees were offered a warrant programme.
Today, a manager exercised 500,000 warrants, and the number of outstanding warrants from 2009 is now 17,295,565.
As each warrant gives the holder right to subscribe for one share of nom. DKK 0.25, the company’s share capital will be increased by nom. DKK 125,000 from nom. DKK 131,903,539.25 to DKK 132,028,539.25. The warrants were exercised at a subscription price of DKK 0.73 per share, and the proceeds to Topsil total DKK 365,000.
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
Articles 8.1(3) and 11.2 were added to Topsil's Articles of Association at the Annual General Meeting 14 April 2011.
Presentation today at SEB Enskilda Equities
Presentation today at LD Invest Markets.
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 Man-agement Board was adopted.
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
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
An election of staff representatives has been held for a four-year term at Topsil Semiconductor Materials A/S with the following result:
New election of Jens Balslev Olesen, float-zone operator.
New election of Jesper Leed Thomsen, controller.
Above mentioned staff representatives do not perform other managerial duties.
The new staff representatives will take office in the Board after the annual general meeting on 14 April 2011.
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
Pursuant to subsection 2, section 28a of the Danish Securities Trading Act we can report the following transactions based on today's reports from insiders.
Article 3.1 of the Articles of Association has been amended due to exercise of warrants.
