Cemat — Remuneration Information 2013

Apr 23, 2013

No. 7/13

NASDAQ OMX Copenhagen A/S
23 April 2013
Nikolaj Plads 6
1067 Copenhagen K
Denmark

COMPANY ANNOUNCEMENT NO. 7/13

Topsil establishes a warrant programme for members of the Management Board and
managerial employees
At a board meeting held today, 23 April 2013, the Board of Directors of Topsil
Semiconductor Materials A/S resolved to set up an incentive-based remuneration
scheme in the form of a warrant programme for the three members of the
Management Board and seven participants representing the senior management and
selected key employees of the Group. Thus, the Board of Directors has today
partly exercised the authority of article 3.7 of the company's Articles of
Association.

Objective
The purpose of the grant is reflected in Topsil's objective to attract and
retain the most skilled and competent employees with a view to maintaining and
supporting long-term value creation for the company.

Participants, exercise periods and subscription price
A total of up to 18,126,806 warrants are granted, entitling the holders to
subscribe for up to 18,126,806 shares with a nominal value of DKK 0.25 each.
The CEO, Kalle Hvidt Nielsen, is granted 8,800,000 warrants, the Director of
Logistics, Sales and Marketing, Jørgen Bødker, is granted 2,257,600 warrants,
and the CFO, Jesper Bodeholt is granted 2,000,000 warrants. The other
managerial employees of the Group are granted the remaining 5,069,206 warrants.

From 23 April 2016 until 23 April 2018, exercise may take place twice a year
within a four-week exercise window starting on the date of the announcement of
either the financial statements or the interim financial statements.

Each warrant entitles the warrant holder to subscribe for one share with a
nominal value of DKK 0.25 each at a subscription price of DKK 0.42 plus an
annual hurdle rate of 8%. The price is fixed on the basis of the last 30
business days leading up to the date of the annual general meeting, 22 April
2013.

Conditions
Regardless of the number of warrants granted, the gains from the exercise of
warrants of the three members of the Management Board may not exceed a total of
300% of their annual pay before tax on the date of the grant. For the other
managerial employees, an upper limit of 100% applies.

If a member of the Management Board resigns, all warrants shall automatically
lapse without compensation irrespective of whether his employment contract is
terminated by himself or the company prior to exercise.

For the other managerial employees, all warrants shall automatically lapse
without compensation if the employment relationship is terminated prior to the
exercise of warrants for reasons other than those set out below:

1. The relevant managerial employee resigns due to age or state pension,
2. The employment relationship is terminated by the managerial employee
   provided that the termination is due to the company's material breach of
   the employment contract,
3. The employment relationship is terminated by the company provided that the
   termination is not due to the managerial employee's breach of the
   employment contract, or
4. In the event of death where the estate is entitled to keep the warrants
   granted
   .

Market value
As at today's date, the total market value of the issued warrants is estimated
at DKK 1,631,412.47. The market value of the issued warrants as at today's date
is calculated at DKK 0.09 each, based on the Black-Scholes formula with a
volatility calculated at 43%, a risk-free interest rate of 0.1% p.a. and a
share price of DKK 0.42.

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 doubt, the Danish version will prevail.

     Please direct any questions to Topsil's CEO concerning this stock

exchange announcement to Christina Fris Bjørling, Communications, tel.: (+45)
2152 1011