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No. 2 2023 Notice of general meeting
Solar A/S’ Annual General Meeting will be held on Friday 17 March 2023 at 11.00 am at the address Industrivej Vest 43, 6600 Vejen, Denmark.
The general meeting will be transmitted by video webcast at www.solar.eu to shareholders recorded in the company’s register of shareholders.
The agenda of the general meeting is as follows:
1. Election of chair of the meeting
2. The Board of Directors’ report on the company’s activities in the past financial year.
3. Presentation of the annual report with audited financial statements for approval. The Board of Directors proposes that the 2022 annual report be approved.
4. Resolution on the allocation of profits in accordance with the approved annual report.
The Board of Directors also proposes that DKK 329m be distributed as dividend for the 2022 financial year, corresponding to DKK 45.00 for each share of DKK 100.
5. Proposals from the Board of Directors:
5.1 Authorisation to distribute extraordinary dividend
The Board of Directors proposes that the company’s Board of Directors be authorised in the period up until the next annual general meeting to distribute extraordinary dividend of up to DKK 50.00 per share.
5.2 Authorisation to acquire own shares
The Board of Directors proposes that the company’s Board of Directors be authorised in the period until the next annual general meeting to allow the company to acquire own shares for consideration. It is proposed that the authorisation be granted for the acquisition of up to 10% of the share capital, and in such a manner that the consideration does not deviate by more than 10% from the latest quoted market price for the company’s class B shares at the time of acquisition.
5.3 Proposed amendments to the articles of association
The Board of Directors proposes that articles 7.1, 9.1, 9.2, 10.4 - 10.6, 11.1, 11.2, 12, 13.1, 13.3, 13.5 and 17.1 of the company’s articles of association be amended.
The amendments comprise, among other things, an extension of the Board of Directors’ authorisation to carry out capital increases, an update of the agenda for the annual general meeting as well as clarification and simplification of various provisions. All proposed amendments are highlighted in Appendix 1.
5.4 Approval of the company’s remuneration policy for the Board of Directors and the Executive Board.
The Board of Directors proposes that the company’s remuneration policy be amended in accordance with the attached Appendix 2 in which the proposed amendments are highlighted.
The amendments are mainly clarifications. In addition, it is also proposed that the current system under which members of the Board of Directors may obtain compensation for lost income be amended so that the members of the Board of Directors can be paid a fixed fee for each board meeting or committee meeting they attend.
6. Indicative vote for approval of the remuneration report
Indicative vote on the remuneration report prepared by the Board of Directors concerning remuneration to members of the Board of Directors and the Executive Board in 2022.
7. Proposal for the Board of Directors’ remuneration
The Board of Directors proposes that the fixed fee for members of the Board of Directors in 2023 remains at DKK 200,000.
The chair of the Board of Directors will receive triple remuneration, and the vice chair of the Board of Directors and the chair of the Audit Committee will receive 1½ times the remuneration to cover their extended duties.
With reference to item 5.4, it is proposed that members of the Board of Directors, in addition to the fixed remuneration stipulated above, also receive DKK 15,000 for each physical board meeting or committee meeting that they attend, and DKK 7,500 for each virtual board meeting or committee meeting that they attend.
8. Election of members to the Board of Directors
The Nomination Committee proposes re-election of the current members of the Board of Directors: Michael Troensegaard Andersen, Jesper Dalsgaard, Louise Knauer, Peter Bang, Morten Chrone and Katrine Borum.
Please see the attached Appendix 3 prepared by the Nomination Committee for details of the proposed candidates.
9. Appointment of auditor
In line with the Audit Committee’s recommendation, the Board of Directors proposes that Deloitte, Statsautoriseret Revisionspartnerselskab, CVR 33 96 35 56, be re-elected as the company's auditor. The Audit Committee has not been influenced by third parties and is not subject to any contractual terms limiting the election by the general meeting to certain auditors or audit firms.
10. Authorisation to the chair of the meeting
The Board of Directors proposes that the general meeting authorises the chair (with a right of substitution) to register with the Danish Business Authority the reportable resolutions adopted by the general meeting and to make such amendments to the documents prepared in connection with these resolutions as may be required by the Danish Business Authority in order to register these resolutions.
11. Any other business
The notice and attached appendices, details of the total number of shares and voting rights as at the date of this notice, including the total number of shares within each class of shares, the agenda, the complete proposals, the company's 2022 Annual Report including the consolidated accounts, the remuneration report, the registration of attendance form as well as the proxy form and postal voting form will be available as from 22 February 2023 at www.solar.eu.
As regards the collection and processing of personal data, please see the information on data protection law issues issued in connection with the annual general meeting as well as the company's cookie policy, which are both available at www.solar.eu.
Adoption requirements
In order to adopt the proposals set out in item 5.3 of the agenda, the approval of at least two thirds of the votes cast as well as of the voting share capital represented at the general meeting is required. Furthermore, in order for this item to be adopted, at least two thirds of the voting share capital must be represented at the general meeting.
If the proposal is adopted without the quorum requirement being met, the Board of Directors will convene a new general meeting within 14 days, where the resolutions can be adopted by both two thirds of the votes cast and of the capital represented at that general meeting, irrespective of whether the quorum requirement is met.
The other proposals may be adopted by a simple majority of votes.
Attendance at general meetings and the right to vote
A shareholder’s right to attend the general meeting and to vote at the general meeting is determined on the basis of the number of shares that the shareholder owns and has registered or reported for recording in the company’s register of shareholders by Friday, 10 March 2023 (the date of registration). Attendance is also subject to the shareholders having registered their attendance in due time as described below.
Registration of attendance
Shareholders wishing to attend the general meeting must register their attendance by Monday, 13 March 2023 at 11:59 pm.
A shareholder or its proxy may attend the general meeting together with an advisor, provided that the advisor’s attendance has been registered in due time.
Registration of attendance can be made as follows:
digitally at Solar's InvestorPortal at www.solar.eu or at www.vp.dk/agm,
by completing, signing and returning a form, which can be printed from www.solar.eu, to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen by mail, or to CPH-investor@euronext.com by email,
by contacting Euronext Securities at tel.: +45 4358 8866, by email at CPH-investor@euronext.com, or by personal or written application to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen.
Confirmation of registration will be sent by email to the email address provided by the shareholder on registration of attendance. If no email address is provided on registration of attendance, the admission card can be collected at the entrance to the general meeting on presentation of proof of identity. Voting papers will be handed out at the entrance to the general meeting on presentation of admission card.
Proxy/postal votes
Shareholders may vote by proxy or in writing by postal vote. Proxy or postal voting may be submitted electronically at Solar's InvestorPortal at www.solar.eu or at www.vp.dk/agm (both require digital signature) or in writing by using the physical proxy form or postal voting form that can be downloaded from the website www.solar.eu and printed. If a proxy form or the postal voting form is used, the completed and signed form should be forwarded by letter to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, Denmark. In the alternative, the completed and signed form can be scanned and sent by email to CPH-investor@euronext.com.
The completed proxy form must reach Euronext Securities by Monday, 13 March 2023, at 11:59 pm, at the latest, while postal votes must reach Euronext Securities by Wednesday, 15 March 2023, at 4:00 pm.
It is possible either to issue a proxy or to vote by postal voting, but not both.
Share capital, voting rights and account-holding bank
The share capital is DKK 736,000,000, nominal value, divided into shares of DKK 100.00 each and multiples hereof. The share capital is divided into DKK 90,000,000 A shares and DKK 646,000,000 B shares. Each A share of DKK 100.00 carries ten votes, and each B share of DKK 100.00 carries one vote.
The shareholders may exercise their financial rights through their own depository bank.
Questions from the shareholders
Shareholders may pose questions to the agenda or documents etc. to be used for the general meeting by written letter to Solar A/S, Industrivej Vest 43, 6600 Vejen, Denmark, or by email to investor@solar.dk. Shareholders may also ask questions to the company’s management during the general meeting.
Video webcast and simultaneous interpretation
As a service to shareholders on record who are unable to attend the general meeting in person, the entire general meeting will be webcast on the InvestorPortal at the company's website www.solar.eu. Also, the webcast will subsequently be available on the company’s website. Moreover, during the general meeting via the InvestorPortal, shareholders on record will have the opportunity to submit written question to Solar’s Director, Investor Relations, who will then put these questions to the general meeting. Such questions may be shortened, edited and potentially aggregated before they are put to the general meeting by Solar’s Director, Investor Relations. In order to log on to the InvestorPortal, your shares will have to be registered in the register of shareholders, and you must have a digital signature. If a Danish civil registration number (“CPR”) is used, the digital signature used for Netbank via Danish banks (“MitID”) can normally be used. If you do not have access to MitID, you can register a personal VP-ID. Guidelines for registering a VP-ID are available at www.solar.eu.
Simultaneous interpretation into English is available at the general meeting.
Contacts
Chair of the Board of Directors Michael Troensegaard Andersen - Tel. +45 79 30 00 00
IR Director Dennis Callesen - Tel. +45 29 92 18 11
Appendix 1: Proposal for revised articles of association
Appendix 2: Proposal for revised remuneration policy
Appendix 3: Proposal from the nomination committee
Appendix 4: Remuneration report 2022
Facts about Solar
The Solar Group is a leading European sourcing and services company providing solutions mainly within electrical, heating & plumbing and climate & energy solutions. Our core business centres on product sourcing, value-adding services and optimisation of our customers’ businesses.
We promote efficiency improvements and offer digital tools that make our customers winners. We drive the green transition and deliver the best solutions, ensuring sustainable resource usage.
The Solar Group is headquartered in Denmark, generated revenue of approx. DKK 13.9bn in 2022 and has approx. 3,000 employees. Solar is listed on Nasdaq Copenhagen with the abbreviated name SOLAR B. Additional information is available at: www.solar.eu.
Disclaimer
The company announcement has today been published in Danish and English via Nasdaq Copenhagen. In the event of any inconsistency between the two versions, the Danish version prevails.
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