Cemat — Share Issue/Capital Change 2016

May 4, 2016

06/16

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

                                                   Frederikssund, 4 May 2016
                                                      Announcement No. 06/16

Warrant programme for members of the Management Board and managerial employees
The Board of Directors of Topsil Semiconductor Materials A/S granted today
warrants to the three members of the Management Board and six participants
representing the senior management and selected key employees of the Group.
Thus, the Board of Directors has partly exercised the authorities of article
3.6 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 21,613,879 warrants are granted, entitling the holders to
subscribe for up to 21,613,879 shares with a nominal value of DKK 0.25 each.
The CEO, Kalle Hvidt Nielsen, is granted 11,299,137 warrants, the CFO, Jesper
Bodeholt, is granted 2,567,986 warrants and the CSO, Michael Lisby Jensen, is
granted 2,182,788 warrants. The other managerial employees of the Group are
granted the remaining 5,563,968 warrants.

From 3 May 2019 until 3 May 2021, 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 0.27 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, 25 April
2016.

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. However, the grant to the Management Board will be
upheld on resignation in certain cases in the event of change of management.

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 1,515,000. The market value of the issued warrants as at today's date is
calculated at DKK 0.07 each, based on the Black-Scholes formula with a
volatility calculated at 50.2%, a risk-free interest rate of 0% p.a. and a
share price of DKK 0.27.

Please direct any questions to Topsil’s CEO concerning this stock exchange
announcement to

Susanne Hesselkjær, tel.: (+45) 2926 6752

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.

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