No. 4 2024 Notice of general meeting
The Annual General Meeting of Solar A/S will be held on Friday,
15 March 2024, at 11.00 am, at the address Industrivej Vest 43,
6600 Vejen, Denmark.
The general meeting will be broadcast by video webcast at
www.solar.eu to shareholders on record in the company’s register of
shareholders.
The agenda of the general meeting is as follows:
1. The Board of
Directors’ report on the company’s activities during the past
financial year.
2. Presentation
and approval of the annual report with audited financial
statements.
The Board of Directors proposes that the 2023 annual report be
approved.
3. Resolution on
the allocation of profits in accordance with the approved annual
report.
The Board of Directors also proposes that DKK 219m be
distributed as dividend for the 2023 financial year, corresponding
to DKK 30.00 for each share of DKK 100.
4. Indicative
vote on the remuneration report.
Indicative vote on the remuneration report prepared by the Board
of Directors concerning remuneration of members of the Board of
Directors and the Executive Board in 2023.
5. Approval of remuneration to members of the Board
of Directors in the current financial year.
The Board of Directors proposes that the fixed fee for the Board
of Directors in 2024 remains at DKK 200,000.
The chair of the Board of Directors will receive triple
remuneration, while the vice chair of the Board of Directors and
the chair of the Audit Committee will receive 1½ times the
remuneration covering their extended duties.
In accordance with the framework set out in the remuneration
policy, it is also proposed that that members of the Board of
Directors in addition to the fixed fee 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.
6. Election of
members to the Board of Directors.
The Nomination Committee proposes that the present six members
of the Board of Directors be re-elected: Michael Troensegaard
Andersen, Jesper Dalsgaard, Louise Knauer, Peter Bang, Morten
Chrone and Katrine Borum.
Please see the attached Appendix 2 prepared by the Nomination
Committee for details of the proposed candidates.
7. Election 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 company
auditor. Furthermore, it is proposed that Deloitte Statsautoriseret
Revisionspartnerselskab be elected as new sustainability auditor.
The Audit Committee has not been influenced by third parties and is
not subject to any agreements with third parties limiting the
general meeting’s election of certain auditors or audit firms.
8. The Board of
Directors’ proposals:
8.1 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 resolve to distribute extraordinary dividend of
up to DKK 50.00 per share.
8.2 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.
8.3 Approval of
revised remuneration policy
The Board of Directors proposes that the company’s remuneration
policy be amended in accordance with the attached Appendix 3 in
which the proposed amendments are highlighted.
In comparison to the existing remuneration policy, amendments
have been made only in item 3, and all amendments concern the
framework for the granting of variable remuneration to the
Executive Board.
The following amendments are deemed to be significant:
- The types of share-based incentives
that can be granted as variable remuneration have been narrowed
down to only Class B shares (and no longer include share options,
phantom shares or similar instruments).
- The framework for the maximum annual
variable remuneration that may be granted (except the extraordinary
incentives provided for in the remuneration policy, item 3.3.3) has
been broadened, and the framework has been increased from 100% to
110% of the Executive Board member's fixed annual remuneration. If
the grant covers several years, the value cannot exceed an amount
corresponding to 110% of the Executive Board member’s latest fixed
annual remuneration multiplied by the number of years of the grant
period.
The rest of the amendments include non-essential amendments,
such as clarifications and further elaborations.
9. 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.
10. Any other
business
The notice and 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 2023 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 21 February 2024 at www.solar.eu.
As regards the collection and processing of personal data,
please see the information on data protection law issues provided
in connection with the Annual General Meeting as well as the
company's cookie policy, which are both available at
www.solar.eu.
Adoption requirementsThe proposals in the
agenda can be adopted by a simple majority of votes.
Attendance at general meetings and the right to
voteA 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, 8 March 2024 (the date of registration). Attendance is
also subject to the shareholders having registered in due time
their attendance as described below.
Registration of attendanceShareholders wishing
to attend the general meeting must register their attendance by
Monday, 11 March 2024 at 11:59 pm.
A shareholder or its proxy holder may attend the general meeting
together with an advisor, provided that the advisor’s attendance is
registered in due time.
Registration of attendance can be made as follows:
- digitally at Solar’s InvestorPortal
at www.solar.eu or at www.euronext.com/cph-agm;
- by completing, signing and returning
a form that can be printed from www.solar.eu to Euronext
Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, by mail, or
to CPH-investor@euronext 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 the admission card.
Proxy/postal votesShareholders may vote by
proxy or in writing by postal vote. Proxy forms or postal votes may
be submitted electronically at Solar's InvestorPortal at
www.solar.eu or at www.euronext.com/cph-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, 11 March 2024, at 11:59 pm, and postal votes must reach
Euronext Securities by Wednesday, 13 March 2024, 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
bankThe 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 shareholdersShareholders 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 webcastAs 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, shareholders on
record will during the general meeting have the opportunity via the
InvestorPortal 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 must 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.
ContactsChair of the Board Michael Troensegaard
Andersen - tel. +45 79 30 00 00 IR Director Dennis Callesen - tel.
+45 29 92 18 11
Appendix 1: Remuneration report 2023Appendix 2: Proposal from
the Nomination CommitteeAppendix 3: Proposal for a revised
remuneration policy
Facts about Solar
Solar 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 13.0bn in 2023 and has approx. 3,000 employees.
Solar is listed on Nasdaq Copenhagen under the symbol SOLAR B.
Additional information is available at: www.solar.eu.
DisclaimerThis announcement has been published
in Danish and English via Nasdaq Copenhagen today. In the event of
any inconsistency between the two versions, the Danish version
prevails.
- No. 4 2024 Annual General Meeting incl appendices
Grafico Azioni Solar B (TG:ZVR)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Solar B (TG:ZVR)
Storico
Da Dic 2023 a Dic 2024
