Solar A/S
No. 4 2015 Notice of annual general meeting

DGAP-News: Solar A/S

2015-03-03 / 11:22

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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.
News Source: NASDAQ OMX



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2015-03-03 Dissemination of a Corporate News, transmitted by DGAP - a
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Language:    English       
Company:     Solar A/S     
 
 
             Denmark       
ISIN:        DK0010274844  
 
 
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