Solar A/S
No. 4 2014 Notice of annual general meeting

DGAP-News: Solar A/S /

17.03.2014 / 08:37

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Solar A/S will hold its annual general meeting on Friday 11 April 2014 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 audited annual report for adoption.
The Board of Directors proposes that the annual general meeting adopt Annual
Report 2013. 

3.    Resolution concerning allocation of profit as per the adopted annual
report. 
The Board of Directors proposes that EUR 12.6m be distributed as dividends for
the financial year 2013, equalling DKK 12.00 (EUR 1.61) 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 (EUR 2.01) 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%. 

5.    Proposed remuneration of the Board of Directors
The Board of Directors proposes that the Board of Directors' fee for 2014
remains unchanged at DKK 150.000. 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 new election of Ulf Gundemark and
re-election of the present board members elected by the annual general meeting:
Jens Borum, Niels Borum, Agnete Raaschou-Nielsen, Jens Peter Toft and Steen
Weirsøe. Peter Falkenham has informed us that he will not be up for
re-election. 

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 2013, including consolidated financial
statements, and the full list of proposals will be available on www.solar.eu as
from 18 March 2014. 

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
4 April 2014 (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 7 April 2014. 

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 by Monday 7 April 2014. 

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



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 Faroes, Sweden, Norway,
the Netherlands, Belgium, Germany, Poland and Austria. In 2013, Solar Group
revenue totalled EUR 1,531.5m, equating DKK 11.4bn. The group has some 3,300
employees. 

For more information, please visit www.solar.eu.



Disclaimer
This announcement was published in Danish and English today via NASDAQ OMX
Copenhagen. In case of discrepancy between the two languages, the Danish
version shall prevail. 





The following has been received from the Fund of 20th December:

'Proposal for the make-up of the Board of Directors

The Fund of 20th December proposes that the following persons be elected to the
Board of Directors of Solar A/S. 

Ulf Gundemark was CEO of Elektroskandia Nordic Group from 1998 to 2008 and held
the main responsibility for the Nordic region in the Hagemeyer Group. He has
also been General Manager at IBM (1995-98) and has held various positions with
ASEA / ABB (1975-94). 

Ulf Gundemark has 20 years of experience managing global and local businesses,
giving him in-depth knowledge of the business and countries that Solar operates
within and of the markets in Eastern Europe, Russia and China. 

Ulf Gundemark holds an electrical engineering degree from Chalmers Tekniska
Högskola (1975) and has since gotten supplementary education at, among others,
IFL and INSEAD. 

Ulf Gundemark is chairman of the board of directors of Ripasso Energy AB and
board member in Papyrus AB, Constructor Group AS, Lantmännen Ekonomisk
Förening, Scandi Standard Group AB and AQ Group AB. 

Ulf Gundemark was born on 13 November 1951.


Steen Weirsøe served as CEO at DT Group (formerly Danske Traelast) from 1999 to
2012. He is also a former member of the top management of the Wolseley Group
which acquired DT Group in 2006. Steen Weirsøe previously served as Executive
Vice President of the Danisco group (1994-99) and CEO at Juncker Industrier
(1983-94) and was employed at FDB (1974-83). 

Steen Weirsøe represents considerable managerial and international experience
and good experience and knowledge of retailing and wholesaling in relation to
the construction industry. 

Steen Weirsøe holds an MSc in Economics and Business Administration degree from
the Aarhus School of Business (1973). 

Steen Weirsøe joined the Board of Directors of Solar A/S in 2013. Steen Weirsøe
is chairman of the board of directors of Granngården AB and a member of the
board of directors of Larsen og Ibsen A/S. He previously served as chairman of
the board of directors of Royal Unibrew and held a number of positions of trust
and directorships within the Wolseley Group. 

Steen Weirsøe was born on 6 April 1948.


Agnete Raaschou-Nielsen served as Vice President and COO at Aalborg Portland
A/S from 2006 to 2011, and she served as CEO at Zacco Denmark A/S from 2001 to
2006 and at Coca-Cola Tapperierne A/S from 1999 to 2000. Prior to this, she
worked nine years at Carlsberg A/S, where she held various positions, for
example as vice president, and she also worked as an assistant professor at
Copenhagen School of Business for three years. 

Agnete Raaschou-Nielsen has managerial experience from international production
and service businesses and has considerable knowledge of production, supply
chain, sales and marketing. 

Agnete Raaschou-Nielsen holds a master's degree in economics (1985) and PhD in
economics (1988) from the University of Copenhagen and has also studied at the
Universidad Complutense in Madrid (1981) and at Stanford Business School in
California (1989). 

Agnete Raaschou-Nielsen joined the Board of Directors of Solar A/S in 2012. She
has wide experience of board work. She is chairman of the boards of directors
of Brødrene Hartmann A/S, Arkil Holding A/S and the Pension Fund for Danish
Lawyers and Economists, vice chairman of the boards of directors of Novozymes
A/S, Danske Invest and 5 other unit trusts etc. and a member of the board of
directors of Dalhoff Larsen og Horneman A/S, DLH Fonden, Aktieselskabet Schouw
& Co. and Danske Invest Management A/S.  Previously, she has also held
directorships in a number of foreign enterprises. 

Agnete Raaschou-Nielsen was born on 18 December 1957.


Jens Peter Toft runs his own consultancy firm. From 1982 until the end of 2007
he worked for Danske Bank. From 1984 he worked within Corporate Finance, and
from 1998 and until his resignation, he was the Executive Vice President and
Global Head of Corporate Finance. Before joining Danske Bank, Jens Peter Toft
held different positions in the USA, Germany and Denmark. 

Jens Peter Toft has very wide experience of M&A transactions, capital
injection, financial matters and tools, organisational matters, general
management and stock exchange matters. 

Jens Peter Toft holds a B. Com. (Management Accounting) degree from Aalborg
University and has completed the Executive Program at the University of
Michigan Business School in the USA. 

Jens Peter Toft was elected to the Board of Directors of Solar A/S in 2009. In
addition to his international experience, Jens Peter Toft has long experience
of working with professional boards of directors. He is chairman of the boards
of directors of Mipsalus Holding ApS and Mipsalus Aps, a member of the boards
of directors of Bitten og Mads Clausens Fond, Biludan Gruppen A/S and four
subsidiaries hereof, all unit trusts under Danske Invest, Enid Ingemanns Fond,
A/S Dampskibsselskabet D.F.K, Mols-Linien A/S, PNO Holding A/S and five
subsidiaries hereof and Selskabet af 11. December 2008 ApS. 

Jens Peter Toft was born on 30 September 1954.


Jens Borum has previously worked for the Danish Academy of Technical Sciences'
Institute for the Water Environment, the Danish Ministry of the Environment's
marine pollution laboratory, and is currently an associate professor at the
University of Copenhagen, working with resource employment in organisms and
ecosystems. 

Jens Borum holds an MSc in biology degree from the University of Copenhagen
(1980) and a PhD in marine biology from the University of Copenhagen (1985). 

Jens Borum joined the Board of Directors of Solar A/S in 1982, was vice
chairman from 1989 to 1991 and has been chairman since 1991. He is a member of
the Board of Directors of the Fund of 20th December. Moreover, Jens Borum
brings board experience from his past chairmanships of the boards of directors
of Unisense A/S and Unisense Fertilitech A/S. 

Jens Borum was born on 8 October 1953.


Niels Borum has worked for Interconsult Management, Edb og Operationsanalyse
A/S, Regnecentralen af 1979 A/S, Brüel & Kjær A/S as well as KTAS, Teledanmark
A/S and TDC A/S as an IT consultant, department manager, project manager and
process consultant. He has also operated as an independent consultant. 

Niels Borum holds an MSc in Engineering degree from the Technical University of
Denmark (1973). 

Niels Borum joined the Board of Directors of Solar A/S in 1975 and was vice
chairman from 2004 to 2006. Niels Borum is chairman of the Board of Directors
of the Fund of 20th December. 

Niels Borum was born on 1 May 1948.


Board members are elected for one year at a time. Ulf Gundemark is a Swedish
citizen, while the other candidates are all Danish citizens. 

Of the proposed candidates, Ulf Gundemark, Steen Weirsøe, Agnete
Raaschou-Nielsen and Jens Peter Toft are considered independent from the
company by the definition in the Danish corporate governance recommendations.
Jens Borum and Niels Borum are affiliated with the Fund of 20th December which
is a majority shareholder of Solar A/S. 



Kolding, 17 March 2014

The Fund of 20th December
Niels Borum
Chairman'
News Source: NASDAQ OMX


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Language:    English       
Company:     Solar A/S     
 
 
             Denmark       
ISIN:        DK0010274844  
 
 
End of News    DGAP News-Service  
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