No. 3 2022 Notice of general meeting
Solar A/S will hold its annual general meeting on Friday 18 March 2022 at 11.00 am at the offices of Solar Danmark A/S, Industrivej Vest 43, 6600 Vejen, Denmark. The general meeting will be transmitted by webcast at www.solar.eu to shareholders on record in the company’s register of shareholders. The agenda of the general meeting is:
1. Election of chair of the meeting
2. The Board of Directors’ report on the company’s activities during the past financial year.
3. Presentation and approval of the annual report with audited annual accounts
The Board of Directors proposes that the 2021 annual report be approved.
4. Resolution for the allocation of profits in accordance with the approved annual report
The Board of Directors proposes that DKK 329m be distributed as dividend for the 2021 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 until the next annual general meeting to decide 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 to acquire up to 10% of the share capital, and so that the consideration must be the current market price plus/minus 10%.
6. Approval of Remuneration Report
Indicative vote on the Remuneration Report regarding remuneration of the Board of Directors and the Executive Board in 2021, which has been prepared by the Board of Directors.
7. Proposal for the Board of Directors’ remuneration
The Board of Directors proposes that the fee for members of the Board of Directors in 2022 be unchanged DKK 200,000.
The chairman of the Board of Directors will receive triple remuneration, and the vice chairman of the Board of Directors and the chairman of the audit committee will receive one and a half times the remuneration to cover their extended duties.
8. Election of members to the Board of Directors
The nomination committee proposes new election of Katrine Borum and re-election of the current board members: Michael Troensegaard Andersen, Morten Chrone, Peter Bang, Louise Knauer and Jesper Dalsgaard.
Jens Borum has announced that he declines re-election.
Reference is made to the attached appendix 1 from the nomination committee for details about the proposed candidates.
9. Election of auditor
In accordance with the recommendation of the audit committee, The Board of Directors proposes re-election of Deloitte, Statsautoriseret Revisionspartnerselskab, CVR 33 96 35 56, as the company's auditor. The audit committee has not been influenced by third parties and is not subject to any agreements with third parties that restrict the general meeting’s election of 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 of the general meeting (with a right of substitution) to file and register the adopted resolutions with the Danish Business Authority and to make such amendments to the documents filed with the Danish Business Authority, as the Danish Business Authority may request or find appropriate in connection with the registration of the adopted resolutions.
11. Any other business
The notice, the total number of shares and the voting rights at the date of the notice, including the total number of each class of shares, the agenda, the complete proposals, the company's 2021 Annual Report with 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 23 February 2022 at www.solar.eu.
As for the collection and processing of personal data, reference is made to Information on data protection law issues in connection with the annual general meeting and the company's cookie policy, which are available at www.solar.eu.
Adoption requirements
The Board of Directors’ proposals may be adopted by a simple majority of votes.
The right to attend and vote at the general meeting
A shareholder’s right to attend and vote at the general meeting is determined on the basis of the shares that the shareholder holds and has registered or reported for recording in the company’s register of shareholders not later than on 11 March 2022 (the date of registration). Attendance is also subject to the shareholder having timely obtained an admission card as described below.
Registration of attendance
Shareholders who want to attend the general meeting must register their attendance by Monday 14 March 2022 at 11:59 pm.
Registration of attendance can be made as follows:
- Electronically via 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 [email protected] by e-mail,
- By contacting Euronext Securities by phone at +45 4358 8866, by e-mail at [email protected], or by personal or written application to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen.
Confirmation of registration will be sent by e-mail to the e-mail address provided by the shareholder in connection with registration of attendance. If you do not provide an e-mail address when registering your attendance, your admission card will handed to you at the entrance if you present identification. Voting paper will be handed to you when you arrive at the general meeting and present your admission card.
Proxy or postal vote
Shareholders may vote by proxy or by postal vote. Proxy or postal voting may be submitted electronically via 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 printed from the website www.solar.eu. If the proxy form or the postal voting form is used, the filled in and signed form should be forwarded by letter to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen. Alternatively, the filled in and signed form can be scanned and sent by email to [email protected].
The completed proxy form must reach Euronext Securities by Monday, 14 March 2022, at 11:59 pm at the latest, while postal votes must reach Euronext Securities by Wednesday, 16 March 2022 at 4:00 pm.
It is possible to either issue a proxy or vote by postal voting, but not both.
Share capital, voting right and account holding bank
The share capital is DKK 736,000,000 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 exercise their financial rights through their own depository banks.
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, or via e-mail to [email protected]. Shareholders may also ask questions to the company’s management during the general meeting.
Video webcast
As a service for registered shareholders that are unable to attend the general meeting in person, the entire general meeting will be interpreted simultaneously into English and webcast via the InvestorPortal at the company's website www.solar.eu. Also, the webcast will subsequently be available on the company’s website. Moreover, shareholders on record will have the opportunity, during the general meeting, to submit written questions to Solar’s Director, Investor Relations, who will present the questions at the general meeting. These questions may be shortened, edited and potentially aggregated before Solar’s Director, Investor Relations, puts them to the general meeting. 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 you have a Danish civil registration number ("CPR"), the digital signature used for Netbank via Danish banks (“NemID”) can normally be used. If you do not have access to NemID, you can register a personal VP-ID. Guidelines for registering a VP-ID is available at www.solar.eu.
Contact
Chairman of the Board of Directors Jens Borum - tel. +45 79 30 00 00
IR Director Dennis Callesen - tel. +45 29 92 18 11
Appendix 1: Proposal from the Nomination Committee
Appendix 2: Remuneration Report 2021
Facts about Solar
Solar is a leading European sourcing and services company 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 facilitate efficiency improvement and provide digital tools that turn our customers into winners. We drive the green transition and provide best in class solutions to ensure sustainable use of resources.
Solar Group is headquartered in Denmark, generated revenue of approx. DKK 12.4bn in 2021 and has approx. 2,900 employees. Solar is listed on Nasdaq Copenhagen and operates under the short designation SOLAR B. For more information, please visit www.solar.eu.
Disclaimer
This announcement was published in Danish and English today via Nasdaq Copenhagen. In the event of any inconsistency between the two versions, the Danish version shall prevail.
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