Cemat — AGM Information 2013

Apr 22, 2013

No. 05/13

NASDAQ OMX Copenhagen A/S
22.04.2013
Nikolaj Plads 6
1067 Copenhagen K

STOCK EXCHANGE ANNOUNCEMENT NO. 05/13

Topsil Semiconductor Materials A/S

CVR-No. 24 93 28 18

Annual General Meeting 2013

Item 1
At the Annual General Meeting held on 22 April 2013, the Management Report was
presented and taken note of.

Item 2
The Annual General Meeting approved the Annual Report 2012.

Item 3
The Annual General Meeting decided not to pay dividend.

Item 4
The Board of Directors’ proposal was adopted that the remuneration to the Board
of Directors will be reduced 10% relative to the remuneration received in 2012.

Item 5
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 for the accounting year 2012. Jens Borelli-Kjær
(Chairman) and Michael Hedegaard Lyng will continue in the Company’s
Remuneration Committee, and Jens Borelli-Kjær (Chairman) and Eivind Dam Jensen
will continue in the Nomination Commettee.

Item 6
The shareholders unanimously appointed Deloitte Statsautoriseret
Revisionspartnerselskab auditors of the company.

Item 7
The Annual General Meeting decided 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.

Item 8 related to proposals for amendment of the Articles of Association:

8.1
The Board of Directors' proposal was adopted to extend the objects of the
Company to also comprise operation, development and sale of the property
company Cemat70 S.A.

8.2
The Board of Directors’ proposal for assignment of authorisations was adopted,
implying that the Board of Directors is authorised before 22 April 2018:

Article 3.3 A
To increase the capital in one or more stages, by offering up to 200 million
new shares of DKK 0.25 each. The capital increase may be made by cash payment.
The subscription must be effected with pre-emptive rights to the existing
shareholders. The Board shall determine the terms of subscription for shares in
connection with the individual offering, including the subscription price.

Article 3.3 B
To increase the capital in one or more stages, by offering up to 200 million
new shares of DKK 0.25 each. The increase may be made by cash payment and in
any other way, including through conversion of debt or by non-cash
contribution. The shares must be issued at market price, and the subscription
will be effected without pre-emptive rights to the existing shareholders. The
Board shall determine the other terms of subscription in connection with the
individual offering.

Article 3.3 C
The capital increase that the Board of Directors may resolve to carry out
pursuant to articles 3.3 A and 3.3 B may not exceed a total nominal amount of
DKK 50,000,000. Accordingly, a maximum of 200 million new shares of DKK 0.25
each may be issued pursuant to the authorisations set out in articles 3.3 A-3.3
B.

Article 3.4
The rules that apply to the existing shares in the Company shall in each and
every respect apply to the new shares, cf. articles 3.3 A and 3.3 B. It should
be noted in particular that the new shares shall be negotiable instruments and
be freely transferable, and that the shares shall be issued to bearer but may
be registered in the name of the holder. The rights of the new shares in the
Company shall apply from the time when the shares are fully paid up, and the
shares are fully eligible for dividends distributed for the financial year in
which they are fully paid up.

The Board of Directors has been authorised to make such amendments to the
Articles of Association as may be necessitated by the capital increase.

8.3
The Board of Directors’ proposal was adopted to increase the maximum nominal
amount and consequently the maximum number of shares for which the Board may
issue warrants and carry out the related capital increase pursuant to the
current authorisations granted to the Board of Directors set out in article 3.8
of the Articles of Association. The authorisations and the terms thereof in
article 3.8 remain unchanged. However, the numbering of this article has been
changed to 3.7 in the proposed new Articles of Association.

"Article 3.7
The Board of Directors has been authorised to issue, in one or more stages,
before 25 April 2017, warrants in the Company to managerial employees of the
Group, including to the Management Board, entitling the holders to subscribe
for shares of a nominal value of up to DKK 10,000,000.00 in the Company,
corresponding to 40 million shares of DKK 0.25 each. The shareholders of the
Company shall have no pre-emptive rights in the event that the Board of
Directors exercises this authorisation. The exercise price and other terms and
conditions applying to the warrants will be determined by the Board of
Directors.

Pursuant to the rules of the Danish Companies Act applicable from time to time,
the Board of Directors may reuse or reissue any lapsed unexercised warrants
provided that such reuse or reissue is effected under the terms and conditions
and within the time limitations set out in this authorisation. Reuse means the
Board of Directors' right to let another party enter into an existing agreement
on warrants. Reissue means the Board of Directors' option to reissue new
warrants, under the same authorisation, if previously issued warrants have
lapsed.

The rules that apply to the existing shares in the Company shall in each and
every respect apply to the new shares, cf. this article 3.7. It should be noted
in particular that the new shares shall be negotiable instruments and be freely
transferable, and that the shares shall be issued to bearer but may be
registered in the name of the holder. The rights of the new shares in the
Company shall apply from the time when the shares are fully paid up, and the
shares are fully eligible for dividends distributed for the financial year in
which they are fully paid up. If changes have been made in general to the
rights of the shares before the exercise of the warrants in accordance with
this article 3.7, the new shares issued in connection with exercise of these
warrants shall, however, carry the same rights as the other shares in the
Company at the time of exercise. The new shares shall be issued through VP
Securities A/S and shall be listed on NASDAQ OMX Copenhagen.

Furthermore, the Board of Directors has been authorised to increase, in one or
more stages, the share capital by a nominal amount of up to DKK 10,000,000.00
corresponding to 40 million shares of DKK 0.25 each against cash payment in
connection with the exercise of warrants pursuant to this article 3.7. The
Company’s shareholders shall have no pre-emptive rights to shares issued upon
exercise of issued warrants. Furthermore, the Board of Directors shall
determine the terms and conditions of any capital increases effected under the
authorisation. If the terms of the issued warrants entail an adjustment of the
number of warrants, the Board is authorised to effect a similar increase of the
related capital increase.”

8.4
The Board of Directors’ proposal was adopted to clarify the wording of article
8.1, no. 7) concerning the item on the agenda authorisation to the Board to
acquire own shares to reflect, to a higher degree, the requirements of section
198 of the Danish Companies Act and the Company's current practice for granting
such authorisations:

"Article 8.1, no. 7)
Any authorisation to the Board of Directors pursuant to section 198 of the
Danish Companies Act to allow the Company to, during a period of 18 months from
the date of the Annual General Meeting, 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
OMX Copenhagen A/S.”

8.5
The Board of Directors’ proposal was adopted that a few adaptations and
clarifications be incorporated in the Articles of Association as set out in the
marked version of the draft revised Articles of Association posted on the
Company's website:www.topsil.com under “Investors/Publications”.

8.6
The chairman of the general meeting was authorised to make relevant changes to
the numbering of the provisions of the Articles of Association as a consequence
of the amendments to the Articles of Association that may have been adopted at
the Annual General Meeting. Furthermore, the chairman of the general meeting
was authorised to make the notification to the Danish Business Authority as may
be required by the Danish Business Authority in order to register the
amendments adopted.

Topsil Semiconductor Materials A/S

Jens Borelli-Kjær Kalle Hvidt Nielsen
Chairman CEO

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

     Any queries regarding this stock exchange announcement may be

addressed to the company's CEO through: Christina Fris Bjørling,
Communications, tel.: +45 2152 1011.