No. 2 2020 Notice of general meeting

LEI: 21380031XTLI9X5MTY92

Solar A/S’ annual general meeting will be held on Friday,13 March 2020, at 11.00 am, at the offices of Solar Danmark A/S, Industrivej Vest 43, 6600 Vejen, Denmark. The general meeting will be transmitted by webcast at www.solar.eu to shareholders on record in the company’s register of shareholders. The agenda of the general meeting is:

1.    Election of chair of the meeting

2.    The Board of Directors’ report on the company’s activities during the past financial year

3.    Presentation and approval of the annual report with audited annual accounts

       The Board of Directors proposes that the 2019 annual report be approved.

4.    Resolution for the allocation of profits in accordance with the approved annual report

       The Board of Directors proposes that DKK 102m be distributed as dividend for the 2019 financial year, corresponding to DKK 14.00 for each share of DKK 100.

5.    Proposals from the Board of Directors:

5.1   Authorisation to distribute extraordinary dividend

       The Board of Directors proposes that the company’s Board of Directors be authorised in the period until the next annual general meeting to decide to distribute extraordinary dividend of up to DKK 15.00 per share.

5.2   Authorisation to acquire own shares

       The Board of Directors proposes that the company’s Board of Directors be authorised in the period until the next annual general meeting to allow the company to acquire own shares for consideration. It is proposed that the authorisation be granted to acquire up to 10% of the share capital, and so that the consideration must be the current market price plus/minus 10%.

5.3   Amendments to the articles of association:

       The Board of Directors proposes that the company’s articles of association be amended as follows:

1. New Article 11.1, no. 3 will be worded ”Indicative vote on approval of the remuneration report for the past financial year."
2. New Article 11.1, no. 4 will be worded: ” Approval of remuneration to the Board of Directors in the current financial year.”
3. Former Article 11.1, no. 3, 4 and 5 will consequently be amended to Article 11.1, no. 5, 6 and 7.
4. Former Article 16.4 concerning guidelines for incentive programmes will be deleted.
5. Former Article 16.5 (now Article 16.4) will be amended from “The company’s Board of Directors has prepared a remuneration policy for Solar A/S’ Board of Directors and Executive Board. The remuneration policy was adopted at the company’s general meeting held on 1 April 2016 and is available at the company’s website at www.solar.eu.” to “The company’s Board of Directors has pursuant to section 139 of the Danish Companies Act prepared a remuneration policy for Solar A/S’ Board of Directors and Executive Board. The remuneration policy must be approved by the general meeting whenever a material amendment is made and at least every four years. The remuneration policy is available at the company’s website www.solar.eu.”
6. New Article 16.5 will be worded ”The company’s Board of Directors must pursuant to section 139 b of the Danish Companies Act prepare a remuneration report on the remuneration of the Board of Directors and the Executive Board in the past financial year. The general meeting will at the company’s annual general meeting take an indicative vote on the approval of the remuneration report for the past financial year.”
7. Article 4.3 – Adaptation of name and CVR no. of the keeper of the register of shareholders.

The amendments in items a), d), e) and f) are a result of the implementation of the Shareholder Rights Directive into Danish law. The amendment in item b) is a result of the corporate governance rules. The amendments in item c) are a result of the new provisions stated in a) and b). The amendment in item g) are a result of the merger of VP Investor Services A/S and VP Securities A/S.