Solar A/S will hold its Annual General Meeting on Friday 17 April 2009 at 11:00
at the address Solar Danmark A/S, Industrivej Vest 43, 6600 Vejen. The agenda is
as follows:
1. Presentation of audited annual report for approval.
2. Decision on the appropriation of profit or payment of losses with reference
to
the approved annual report.
3. Proposals by the Supervisory Board:
3.1 Under the framework of section 48 of the Danish Public Companies Act, the
Supervisory Board requests the authority to acquire up to a total of 10% of the
share capital as treasury shares for the period until the next annual general
meeting and at a price equivalent of the most recent share price +/- 10%.
3.2 The Supervisory Board requests the authority to increase share capital once
or several times through the new issue of B shares of up to DKK 63,820,000.
3.3 The Supervisory Board requests the approval of the amendment to article
4(2) of the Articles of Association, stating that the company's register of
shareholders is kept by the external partner VP Investor Services A/S (VP
Services A/S), Weidekampsgade 14, DK - 2300 København S.
3.4 In section 4(2) of the Articles of Association, the name ”the Copenhagen
Stock Exchange" is changed to ”NASDAQ OMX Copenhagen”.
3.5 The Supervisory Board requests the approval of the overall guidelines for
incentive programmes for the Solar A/S Executive Board, prepared under section
69b of the Danish Public Companies Act. The approval will be inserted at the end
of article 15 in the Articles of Association.
3.6 The Supervisory Board requests the authority to make a decision on the
distribution of extraordinary dividend under the provisions of the Danish Public
Companies Act.
3.7 It is proposed that the chairman of the Annual General Meeting is
authorised to notify the Danish Commerce and Companies Agency of matters
adopted at the Annual General Meeting and to make such changes to the adopted
matters as conditioned by the Danish Commerce and Companies Agency in order to
make the registration.
4. Election of members for the Supervisory Board.
The Fund of 20th December proposes that the following present supervisory board
members elected by the Annual General Meeting be re-elected: Jens Borum, Peter
Falkenham, Kent Arentoft, Niels Borum and Remy Cramer. Carsten H. Ørssleff has
announced that he will not seek re-election. The Fund of 20th December proposes
the new election of Jens Peter Toft.
5. Any other business.
Agenda, the company's Annual Report 2008 with consolidated financial statements
and full proposals will be available as from 1 April 2009 for the inspection of
shareholders at the company's offices in Kolding and on www.solar.eu.
Admission cards
Shareholders who want to participate at the Annual General Meeting should order
their admission cards via www.solar.eu or on www.vp.dk/gf or from VP Investor
Services, phone: +45 4358 8866 or fax: +45 4358 8867, before 14 April 2009 at
16:00.
Share capital, voting rights and custodian bank
The company's share capital amounts to DKK 728,240,700 distributed on shares of
DKK 100.00 each or any multiple hereof. DKK 90,000,000 of the share capital is A
shares and DKK 638,240,700 is B shares. A shares have 10 votes per share amount
of DKK 100.00, while B shares have 1 vote per share amount of DKK 100.00.
A shareholder is entitled to participate in an annual general meeting when the
shareholder has acquired an admission card at the company's office or another
location stated in the notice against presentation of his/her shares, referring
to a registration or any other documentation of his/her shareholding minimum 3
days before the holding of the Annual General Meeting.
A shareholder who has acquired shares through transfer can exercise voting
rights corresponding to the shares in question at the company's Annual General
Meeting provided that notification of listing in the company's register of
shareholders has been received by the company by the day before the first
publication of the notice of the Annual General Meeting in either the Danish
Official Gazette or the EDP information system for notices of annual general
meetings of the Danish Commerce and Companies Agency.
Shareholders exercise the financial rights through their own depositary bank.
Yours faithfully,
Solar A/S
Flemming H. Tomdrup
