No. 2 2020 Notice of general meeting

LEI: 21380031XTLI9X5MTY92Solar A/S’ annual general meeting will be held on Friday,13 March 2020, 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 meeting2.    The Board of Directors’ report on the company’s activities during the past financial year3.    Presentation and approval of the annual report with audited annual accounts       The Board of Directors proposes that the 2019 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 102m be distributed as dividend for the 2019 financial year, corresponding to DKK 14.00 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 15.00 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%.5.3   Amendments to the articles of association:       The Board of Directors proposes that the company’s articles of association be amended as follows:New Article 11.1, no. 3 will be worded ”Indicative vote on approval of the remuneration report for the past financial year.“New Article 11.1, no. 4 will be worded: ” Approval of remuneration to the Board of Directors in the current financial year.”Former Article 11.1, no. 3, 4 and 5 will consequently be amended to Article 11.1, no. 5, 6 and 7.Former Article 16.4 concerning guidelines for incentive programmes will be deleted.Former Article 16.5 (now Article 16.4) will be amended from “The company’s Board of Directors has prepared a remuneration policy for Solar A/S’ Board of Directors and Executive Board. The remuneration policy was adopted at the company’s general meeting held on 1 April 2016 and is available at the company’s website at www.solar.eu.” to “The company’s Board of Directors has pursuant to section 139 of the Danish Companies Act prepared a remuneration policy for Solar A/S’ Board of Directors and Executive Board. The remuneration policy must be approved by the general meeting whenever a material amendment is made and at least every four years. The remuneration policy is available at the company’s website www.solar.eu.”New Article 16.5 will be worded ”The company’s Board of Directors must pursuant to section 139 b of the Danish Companies Act prepare a remuneration report on the remuneration of the Board of Directors and the Executive Board in the past financial year. The general meeting will at the company’s annual general meeting take an indicative vote on the approval of the remuneration report for the past financial year.”Article 4.3 – Adaptation of name and CVR no. of the keeper of the register of shareholders.The amendments in items a), d), e) and f) are a result of the implementation of the Shareholder Rights Directive into Danish law. The amendment in item b) is a result of the corporate governance rules. The amendments in item c) are a result of the new provisions stated in a) and b). The amendment in item g) are a result of the merger of VP Investor Services A/S and VP Securities A/S.5.4   Approval of the company’s remuneration policy for the Board of Directors and Executive Board       The Board of Directors proposes that the company’s remuneration policy be amended in accordance with the attached appendix 1.       Consequently, Solar’s General Guidelines for Incentive Programmes will be cancelled.6.    Proposal for the Board of Directors’ remuneration       The Board of Directors proposes that the fee for members of the Board of Directors in 2020 be 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 covering their extended duties.7.    Election of members to the Board of Directors       The nomination committee proposes re-election of the current members of the Board of Directors: Morten Chrone, Peter Bang, Louise Knauer, Jesper Dalsgaard, Jens Peter Toft and Jens Borum.       Reference is made to the attached appendix 2 from the nomination committee in respect of the details of the proposed candidates.8.    Election of auditor       The Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab in accordance with the recommendation of the audit committee. 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.9.    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.10.   Any other businessThe notice, the total number of shares and the voting rights at the date of the notice, including the total number for each class of share, the complete porposals, the company’s 2019 annual report with consolidated accounts, the agenda as well as the proxy form and postal voting form will be available as from 19 February 2020 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 share capital represented at the general meeting are required.The Board of Directors’ other proposals may be adopted by a simple majority of votes.In order to adopt the proposals in item 5.3 of the agenda, there is also a quorum requirement stipulating the attendance at the general meeting of at least two thirds of the votes of the voting share capital. If the proposals are adopted, but without the quorum requirement being fulfilled, the Board of Directors will within 14 days convene a new general meeting at which the proposals may be adopted by two thirds of the votes cast as well as of the capital represented at the general meeting, without considering whether the quorum requirement is fulfilled.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 6 March 2020 (the date of registration). Attendance is also subject to the shareholder having timely obtained an admission card as described below.Admission cards
Shareholders that wish to attend the general meeting must obtain an admission card for themselves and any accompanying advisors at www.solar.eu or at www.vp.dk/gf or from VP Investor Services by telephone: +45 4358 8891 or by email to vpinvestor@vp.dk not later than 9 March 2020 at 11.59 pm.The shareholders can receive admission cards by email. This requires that your email address is already registered in Solar’s InvestorPortal at www.solar.eu. Once you have registered, you will receive an electronic admission card. Please bring an electronic version of the admission card on your smartphone or tablet or a printed version of it. If you forget to bring your admission card, you will only be able to gain access to the general meeting by presenting identification. Voting cards will be handed out when you arrive at the general meeting and present your admission card.Proxy or postal vote
The 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/gf (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 VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark. Alternatively, the filled in and signed form can be scanned and sent by email to vpinvestor@vp.dk.The completed proxy form must reach VP Investor Services A/S by Monday, 9 March 2020, at 11.59 pm at the latest, while postal votes must reach VP Investor Services A/S by Wednesday, 11 March 2020 at 4.00 pm.It is possible either to issue a proxy or to 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 shareholdersShareholders may put 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.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, Stakeholder Relations, who will present the questions at the general meeting. These questions may be shortened, edited and potentially aggregated before Solar’s Director, Stakeholder 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.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.Yours sincerely,
Solar A/SJens Borum
Chairman of the Board of DirectorsContact persons:
Chairman of the Board of Directors, Jens Borum – tel. 79 30 00 00Director, Stakeholder Relations, Charlotte Risskov Kræfting – tel. 40 34 29 08Appendix 1: Amended remuneration policy
Appendix 2: Proposal from the Nomination CommitteeFacts on Solar
Solar is a leading European sourcing and services company mainly within electrical, heating and plumbing, ventilation and climate and 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 11.7bn in 2019 and has approx. 3,000 employees. Solar is listed on Nasdaq Copenhagen and operates under the short designation SOLAR B. For more information, please visit www.solar.euDisclaimer
This company announcement has today been published in Danish and English via Nasdaq Copenhagen. In the event of discrepancies between the Danish and the English version, the Danish version prevails.AttachmentNo. 2 2020 Notice of annual general meeting