Solar A/S will hold its annual general meeting on Friday 5 April 2013 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 Supervisory Board’s report on the company’s activities during the past financial year.
2. Presentation of the audited annual report for adoption.
3. Resolution concerning allocation of profit or covering of loss as per the adopted annual report.
4. Proposals of the Supervisory Board and shareholders.
Proposals of the Supervisory Board
4.1 Authority to distribute extraordinary dividends
The Supervisory Board 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 Supervisory Board proposes that it be granted the authority to acquire treasury shares against payment for the period until the next annual general meeting. The Supervisory Board also 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
In addition to editorial alterations, the Supervisory Board proposes that the provision on electronic communication with shareholders be altered. Moreover, the Supervisory Board proposes that the provision on the type of information to be made available on the company’s website before annual general meetings be specified.
4.4 Remuneration policy
Only editorial alterations are proposed.
4.5 Overall guidelines for incentive programmes
Only editorial alterations are proposed.
Proposals of shareholders:
4.6 Our shareholder Pure Invest A/S has made the following proposal:
Before the annual general meeting in 2014, the Supervisory Board of Solar A/S must have added the key ratio ROIC including amortisation to the strategic targets and have set a reasonable financial target for this. The reason for this is: The current strategic target ROIC excluding amortisation only concerns operational performance but does not relate to the return that will be generated for shareholders. Thus, current strategic targets do not punish any overpayment of intangible assets which is inappropriate considering the fact that more than half of Solar’s total net results for the past 7 years have been used to invest in intangible assets.
The Supervisory Board does not find it appropriate to present a strategic target for ROIC including amortisation and does therefore not endorse this proposal.
5. Proposal on the remuneration of the Supervisory Board
The Supervisory Board proposes that the supervisory board fee for 2013 be DKK 150,000, matching the 2012 fee. The chairman of the Supervisory Board is paid three times this fee while the vice chairman of the Supervisory Board and the chairman of the Audit Committee are each paid one and a half times this fee to reflect their extended supervisory board duties
6. Election of members of the Supervisory Board
The Fund of 20th December proposes new election of Steen Weirsøe and re-election of the present members of the Supervisory Board elected by the annual general meeting: Jens Borum, Peter Falkenham, Niels Borum, Agnete Raaschou-Nielsen and Jens Peter Toft. Remy Cramer has informed us that he will not be up for re-election.
7. Election of auditor
The Supervisory Board proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab.
8. Any other business.
The agenda, the company’s Annual Report 2012, including consolidated financial statements, and the full list of proposals will be available for inspection by the shareholders at the company’s office in Kolding and on www.solar.eu as from 12 March 2013.
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 on or before Friday 29 March 2013 (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 on or before Wednesday 27 March 2013.
You may also scan this QR code with your smart phone and use your phone to register for the annual general meeting:
"QR code"
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 InvestorPortal at www.solar.eu or at www.uk.vp.dk/gf (electronic password required) or in writing by means of a 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.
Proxies and postal votes (physical or electronic) must be received by VP Investor Services A/S on or before Wednesday 27 March 2013.
Votes may be given 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 or multiples hereof. DKK 90,000,000 of the share capital is A shares and DKK 702,060,700 is B shares. For A shares, each share of DKK 100.00 equals ten (10) votes, while each share of DKK 100.00 equals one (1) vote for B shares.
The shareholders exercise their financial rights through their own account-holding bank.
Yours faithfully
Solar A/S
Jens Borum
Chairman of the Supervisory Board
Appendices Proposals of the Supervisory Board
Proposals of the Fund of 20th December
Solar facts
Solar A/S was established in 1919 and listed on the Copenhagen Stock Exchange in 1953. Solar is one of Northern Europe’s leading technical wholesalers within electrical, heating, plumbing and ventilation products. The group, based in Kolding, Denmark, has subsidiaries in Denmark incl. the Faroe Islands, Sweden, Norway, the Netherlands, Belgium, Germany, Poland and Austria. Solar also owns Aurora Group, a leading Scandinavian distributor of accessories for consumer electronics that operates in Denmark, Sweden, Norway and Finland. In 2012, Solar Group revenue totalled € 1,700.9m, equating DKK 12.7bn. The group has approximately 3,600 employees.
For more information, please visit: www.solar.eu.
Disclaimer
The announcement was published in Danish and English on 11 March 2013 via NASDAQ OMX Copenhagen. In the event of any discrepancy between the Danish and English versions, the Danish version shall prevail.
