Notice is hereby given that the annual general meeting of Solar A/S will be held on Friday 8 April 2011 at 11.00 a.m. at the address of Solar Danmark A/S, Industrivej Vest 43, 6600 Vejen, Denmark, with the following agenda:
1. The report of the Supervisory Board on the activities of the company 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. Resolutions proposed by the Supervisory Board:
4.1. The Supervisory Board requests approval of the overall guidelines for incentive programmes for the Executive Board and SMT (Solar Management Team) of Solar A/S, which have been prepared pursuant to section 139 of the Danish Companies Act. The approval will be inserted in article 15, fourth paragraph, of the articles of association. The main terms of the new overall guidelines for incentive programmes are that
- they specify the granting of share-based and non-share-based incentive programmes;
- they specify that the exercise of share instruments for the Executive Board is limited in time in case of the Executive Board member’s own resignation;
- they specify that it is solely in relation to SMT members that the Supervisory Board can decide that consideration must be paid for the share instrument; and finally
- the previously stated taxation provision has been deleted.
4.2. The Supervisory Board requests approval of the remuneration policy for the Supervisory Board and the Executive Board. The approval will be inserted in article 15, last paragraph, of the articles of association. The remuneration policy has been prepared as a result of the company’s desire to comply with the Corporate Governance recommendations. The main terms of the remuneration policy are:
For the Supervisory Board: Each member receives a fixed fee, which may vary from member to member in the sense that members performing supervisory board tasks for the company to a larger extent than the others may receive an additional fee. The Supervisory Board does not receive incentive-based remuneration. The annual remuneration of the Supervisory Board for the financial year already commenced is discussed each year at the general meeting of the company.
For the Executive Board: The Executive Board consists of the company’s Group CEO and Group CFO. The remuneration is made up of a fixed basic salary, a non-share-based incentive programme (bonus following the financial year of the company) and a share-based incentive programme (share options). The Supervisory Board has determined that there must be an equitable ceiling on the non-share-based incentive remuneration compared to the Executive Board member’s fixed salary.
Fixed basic salary
The total fixed basic salary including pension for an Executive Board member constitutes between 50% and 100% of the total remuneration, depending on the extent of the variable salary payment. In addition there are personal work-related benefits.
Non-share-based incentive programme
The non-share-based incentive programme for the Executive Board is a variable salary of a one-year term at a time. The performance targets of the variable salary consist of the Solar Group’s EBITA less the Group’s total net interest expense and less a calculated return on equity. The performance criteria can thus be measured objectively and ensure value creation and fulfilment of the short-term objectives of Solar A/S. The variable salary may maximum be 100% of the fixed basic salary.
Share-based incentive programme
In the overall guidelines for incentive remuneration adopted at the annual general meeting of Solar A/S held on 8 April 2011, the following share-based incentive programme was approved. Granting of options forms an integral part of the Executive Board’s remuneration, which is not dependent on the Executive Board’s performance. The purpose of granting the options is thus to ensure value creation and fulfilment of the long-term objectives of Solar A/S. The granting of options takes place after the publication of the annual report and constitutes 33% of the individual Executive Board member’s fixed remuneration. The exercise price of the share instrument may not be lower than the market price of the company's shares at the issue date. No consideration is paid for the share instrument.
Pension
The pension contribution for the registered Executive Board is included in the fixed basic salary. No pension is calculated or paid on the variable remuneration components on the part of the company.
Termination
Solar A/S may terminate the employment at 12 months’ notice.
Severance pay
The CEO’s contract of service includes severance pay which in the event of termination on the part of Solar A/S or expiry of the contract results in payment of an amount equal to 12 months of remuneration, but in return the CEO must be available to a reasonable extent providing information during the notice period or until retirement in the event of expiry of contract.
4.3. It is proposed that the chairman of the general meeting be authorised to apply for registration with the Danish Commerce and Companies Agency of the resolutions passed at the general meeting and to make such changes to the resolutions passed which the Danish Commerce and Companies Agency might require for registration.
5. Proposed resolution on the remuneration of the Supervisory Board:
The Supervisory Board proposes that the supervisory board fee for 2011 be DKK 150,000.
6. Election of members of the Supervisory Board
The Fund of 20th December proposes re-election of the present members of the Supervisory Board elected at the general meeting: Jens Borum, Peter Falkenham, Kent Arentoft, Niels Borum, Remy Cramer and Jens Peter Toft.
7. Any other business.
The agenda, the company’s Annual Report 2010, including consolidated financial statements, and the proposed resolutions in detail will be available for inspection by the shareholders at the company’s office in Kolding and at www.solar.eu as from 17 March 2011.
Participation in the annual general meeting and voting rights
A shareholder’s right to participate in and vote at the general meeting is determined in relation to 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 1 April 2011 (the date of registration). Participation is also subject to the shareholder having acquired an admission card for the general meeting in time.
Admission cards
Shareholders wishing to participate in the general meeting must order admission cards for themselves and any accompanying advisers via www.solar.eu or at www.uk.vp.dk/agm or from VP Investor Services at tel.: +45 4358 8891 or by fax: +45 4358 8867 on or before Monday 4 April 2011.
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/agm (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 fax no. +45 4358 8867.
Proxies and postal votes (physical or electronic) must be received by VP Investor Services A/S on or before Monday 4 April 2011.
Votes may be given by proxy or by postal vote but not both.
Share capital and depositary 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 depositary bank.
Yours faithfully
Solar A/S
Flemming H. Tomdrup
Appendices: Proposals of the Supervisory Board
Proposals of the Fund of 20th December
