EX-24.

Power of Attorney
The undersigned hereby constitutes and appoints Michael Peter Black, Adrian 
George Rainey and Stephen Beverley Chandler, and each of them, with full power of 
substitution and resubstitution, as his true and lawful attorneys-in-fact and agents to: 
(1)  execute and deliver for and on behalf of the undersigned (i) any and all Forms 
3, 4 and 5 relating to Cambridge Display Technology, Inc. (the "Company") and required 
to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules 
relating to the company required to be filed in accordance with Section 13(d) of the 
Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the 
undersigned's capacity as a director and/or controlling person of the Company and/or as 
an officer or managing member of Hillman Capital Corporation, Hillman Capital 
Management 2000 LLC, Hillman Cap
ital Management LLC, Hillman CDT 2000 LLC, 
and/or Hillman CDT LLC, and in and all other capacities pursuant to which such Forms 
and Schedules may be required to be filed by the undersigned;
(2)  do and perform any and all acts and on behalf of the undersigned which may 
be necessary or desirable to complete and execute any such Forms and timely file such 
Forms and Schedules with the United States Securities and Exchange Commission and 
any stock exchange or similar authority; and 
(3)  take any other action of any type whatsoever in connection with the foregoing 
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, 
or legally required by, the undersigned, it being understood that the documents executed 
by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney 
shall be in such form and shall contain such terms and conditions as such attorney-in-fact 
may approve in such attorney-in-fact's discret
ion.
The undersigned hereby grants to such attorney-in-fact and agents full power and 
authority to do and perform any and every act and thing whatsoever requisite, necessary 
or proper to be done in the exercise of any of the rights and powers herein granted, as 
fully to all intents and purposes as the undersigned might or could do if personally 
present, with full power of substitution of revocation, hereby ratifying and confirming all 
that each such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do 
or cause to be done by virtue of this power of attorney and the rights and powers herein 
grants. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in 
servicing in such capacity at the request of the undersigned, are not assuming any of the 
undersigned's responsibilities to comply with Section 16 or Section 13(d) of the 
Exchange Act. This Power of Attorney shall remain in full force and effect until the 
undersig
ned is no longer required to file the forms and Schedules with respect to the 
undersigned's holdings of and transactions in securities issued by the Company, unless 
earlier revoked by the undersigned in a signed writing delivered to the foregoing 
attorneys-in-fact and agents 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to 
be executed as of the 13 day of December, 2004
 
/s/ Gerald Paul Hillman 
Gerald Paul Hillman
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EX-99.1

Exhibit 1      Convertible Preferred Stock
Under the terms of the series B convertible preferred stock, each share of series B 
convertible preferred stock may convert at the option of the holder at any time, without 
the payment of any additional consideration by such holder, into the number of shares of 
common stock equal to the initial purchase price of such share of preferred stock together 
with all accrued and unpaid dividends, if any, on such share divided by the "Conversion 
Price" in effect at the time of the conversion. "Conversion Price" is initially defined as 
$16.15 per share, to be adjusted as provided in the certificate of designations of the 
powers, preferences and other special rights of the convertible preferred stock. 
Each share of series B convertible preferred stock must automatically convert into 
shares of the common stock upon the closing of a firm commitment underwritten public 
offering of the issuer with (i) an offer
ing price, after underwriting commissions of at least 
$22.00 per share (as appropriately adjusted for stock splits, stock dividends, reverse 
splits, reclassifications, recapitalizations and similar events), (ii) proceeds to the issuer of 
no less than $50 million, after underwriting commissions, and (iii) a post-public offering 
valuation of the issuer's outstanding common stock of at least $500 million (a 
"Qualifying Public Offering"). Upon the closing of a Qualifying Public Offering, each 
share of series B convertible preferred stock, together with all accrued and unpaid 
dividends, if any, must convert into the number of shares of common stock equal to the 
initial purchase price of such share of preferred stock together with all accrued and 
unpaid dividends, if any, on such share divided by the Conversion Price in effect at the 
time of the conversion. 
In the event that a public offering of the issuer is consummated prior to December 
31, 2004 and does not fall w
ithin the definition of "Qualifying Public Offering" but under 
which the issuer's pre-money market capitalization exceeds $200 million, each share of 
series B convertible preferred stock will be exchanged for the number of shares of 
common stock equal to (i) 2.25 times the initial purchase price of such share of preferred 
stock divided by (ii) the per share public offering price, before underwriting discounts 
and commissions.
In addition, each share of series B convertible preferred stock must automatically convert into 
shares of common stock upon the closing of a sale transaction pursuant to which (i) the 
issuer's aggregate equity is valued in excess of $750 million, (ii) each share of common 
stock is valued at $34.00 per share or greater (as appropriately adjusted for stock splits, 
stock dividends, reverse splits, reclassifications, recapitalizations and similar events), and 
(iii) the consideration received in such sale transaction consists entirely of cash and marketable securities (a "Qualifying Sale"). Upon the closing of a Qualifying Sale, each 
share of convertible preferred stock, together with all accrued and unpaid dividends, if 
any, must convert into the number of shares of common stock equal to the initial 
purchase price of such share of preferred stock together with all accrued and unpaid 
dividends, if any, on such share divided by the Conversion Price in effect at the time of 
the conversion. 
Each share of series B convertible preferred stock, together with all accrued and 
unpaid dividends, if any, must also automatically convert into shares of common stock at 
the then effective Conversion Price applicable to such share if the holders of a majority of 
the shares of series A and series B convertible preferred stock issued on or prior to 
February 28, 2003 have elected to so convert. 
Each share of series B convertible preferred stock, together with all accrued and 
unpaid dividends, if any, must automatically 
convert into shares of common stock at the 
then effective Conversion Price applicable to such share if the holders of a majority of the 
shares of series B convertible preferred stock then outstanding have elected to convert. 
 
 
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