Solar A/S will hold its annual general meeting on Friday 27 March 2015 at 11.00 CET at the premises of Solar Danmark A/S, Industrivej Vest 43, 6600 Vejen, Denmark. The agenda will be as follows:
1. The Board of Directors’ report on the company’s activities during the past financial year.
2. Presentation of the annual report with audited financial statements for adoption. The Board of Directors proposes that the annual general meeting adopt Annual Report 2014.
3. Resolution concerning covering of loss as per the adopted annual report. Next, the Board of Directors proposes that DKK 55m be distributed as dividends for the financial year 2014, equalling DKK 7.00 per share of DKK 100.
4. Proposals of the Board of Directors:
4.1 Authority to distribute extraordinary dividends
The Board of Directors proposes that it be granted the authority to make the decision to distribute extraordinary dividends of up to DKK 15.00 per share for the period until the next annual general meeting.
4.2 Authority to acquire treasury shares
Furthermore, the Board of Directors proposes that it be granted the authority to acquire treasury shares against payment for the period until the next annual general meeting. The Board of Directors proposes that it be given the authority to acquire treasury shares at up to 10% of the share capital and so that payment is the applicable share price plus/minus 10%.
4.3 Alterations to the articles of association
The Board of Directors proposes that the provision in section 1.2 of the previous articles of association concerning registered office be taken out of the articles of association. Next, the Board of Directors proposes that section 10.1, schedule 1, on the agenda for the annual general meeting concerning annual report and financial statements be specified. Furthermore, the Board of Directors proposes that the provision in section 12.5 of the previous articles of association referring to section 107 of the Companies Act be removed. Finally, the Board of Directors proposes that the wording in section 17.1 of the articles of association be adjusted according to the change proposed in section 10.1, schedule 1.
5. Proposed remuneration of the Board of Directors
The Board of Directors proposes that the Board of Directors’ fee for 2015 amounts to DKK 175.000. The chairman of the Board of Directors is paid three times this fee while the vice chairman of the Board of Directors and the chairman of the Audit Committee are each paid one and a half times this fee to reflect their extended board duties.
6. Election of members of the Board of Directors
The Fund of 20th December proposes re-election of the present board members elected by the annual general meeting: Jens Borum, Niels Borum, Ulf Gundemark, Agnete Raaschou-Nielsen, Jens Peter Toft and Steen Weirsøe.
7. Election of auditor
The Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab.
8. Any other business.
The agenda, the company’s Annual Report 2014, including consolidated financial statements, and the full list of proposals will be available on www.solar.eu as from 4 March 2015.
Participation in the annual general meeting and voting rights
A shareholder’s right to participate in and vote at the annual general meeting is determined by the shares which the shareholder owns and has registered or applied for registration of in the company’s register of shareholders by Friday 20 March 2015 (the date of registration). Participation is also subject to the shareholder having acquired an admission card for the annual general meeting in time.
Admission cards
Shareholders wishing to participate in the annual general meeting must order admission cards for themselves and any accompanying advisers via www.solar.eu, www.uk.vp.dk/gf or from VP Investor Services at tel.: +45 4358 8891 or fax: +45 4358 8867 by Monday 23 March 2015 at 23:59 CET.
Proxies/postal votes
Shareholders have the option of voting either by proxy or in writing by post. Proxies and postal votes can be submitted electronically through Solar’s Investor Portal at www.solar.eu or at www.uk.vp.dk/gf (electronic signature required) or in writing by means of a physical proxy form or a postal vote form which can be printed at www.solar.eu. If a proxy form or a postal vote form is used, the filled in and signed form must be sent by letter to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, or by fax at +45 4358 8867. Alternatively, the filled in and signed form may be scanned and sent by e-mail to vpinvestor@vp.dk.
Proxies must be received by VP Investor Services A/S by Monday 23 March 2015 at 23:59 CET, while postal votes must be received by VP Investor Services by Wednesday 25 March at 16:00 CET.
Votes may be given either by proxy or by postal vote but not both.
Share capital and account-holding bank
The company’s share capital is DKK 792,060,700 divided into shares of DKK 100.00 and multiples hereof. DKK 90,000,000 of the share capital are A shares and DKK 702,060,700 are B shares. For A shares, each share of DKK 100.00 equals 10 votes, while each share of DKK 100.00 equals 1 vote for B shares.
Shareholders exercise their financial rights through their own account-holding banks.
Yours faithfully
Solar A/S
Jens Borum
Chairman of the Board of Directors
Appendix: Proposals of the Fund of 20th December
Facts about Solar
Solar A/S is a listed company and one of Northern Europe’s leading sourcing and services companies, mainly within electrical, heating, plumbing and ventilation technologies. Solar offers products, knowledge and solutions.
In 2014, the Solar Group, which is based in Denmark, generated revenue around DKK 10.3bn. The group currently employs around 3,000 employees. Solar is listed on Nasdaq Copenhagen with the short designation SOLAR B and has been listed since 1953.
For more information, please visit: www.solar.eu
Disclaimer
This announcement was published in Danish and English today via Nasdaq Copenhagen. In case of any discrepancy between the two versions, the Danish version shall prevail.
