No. 5 2023 Course of annual general meeting
Announcement 5 2023 · 17. March, 2023
The annual general meeting (AGM) took due note of the management’s review and discussed and approved the Annual Report 2022 together with the statement by the Executive Board and the Board of Directors and the independent auditors' report.
The AGM then discussed and adopted the Board of Directors’ proposal for:
- Allocation of profits in accordance with the approved annual report with dividend distribution of DKK 45.00 for each share of DKK 100.
- Authorisation of the Board of Directors in the period up to the next annual general meeting to potentially distribute extraordinary dividend of up to DKK 50.00 per share.
- Authorisation of the Board of Directors in the period up to the next annual general meeting to potentially acquire treasury shares in the company of up to 10% of the share capital, provided that the consideration does not deviate by more than 10% from the market price for the company’s class B-shares at the time of acquisition.
- Amendments to articles 7.1, 9.1, 9.2, 10.4 - 10.6, 11.1, 11.2, 12, 13.1, 13.3, 13.5 and 17.1 of the company’s articles of association.
The amendments comprise, among other things, an extension (until 1 March 2028) of the Board of Directors’ authorisation to carry out capital increases by up to a nominal amount of DKK 64,600,000, an update of the agenda for the annual general meeting as well as clarification and simplification of various provisions. Please refer to the new articles of association, which are available at the company’s website.
- Amendment to the company’s remuneration policy. The amendments are mainly clarifications but also include that the current system under which members of the Board of Directors may obtain compensation for lost income be amended so that members of the Board of Directors may be paid a fixed remuneration for each board meeting or committee meeting they attend.
- Approval of the Remuneration Report 2022 by indicative vote.
- Remuneration to the Board of Directors for 2023: Fixed annual remuneration of unchanged DKK 200,000. In addition to this, members of the Board of Directors will receive DKK 15,000 for each physical board meeting or committee meeting that they attend, and DKK 7,500 for each virtual board meeting or committee meeting that they attend.
- Election of the following members to the Board of Directors:
Re-elected were Michael Troensegaard Andersen, Jesper Dalsgaard, Louise Knauer, Peter Bang, Morten Chrone and Katrine Borum.
The following employee representatives make up the remainder of the Board of Directors: Rune Jesper Nielsen, Denise Goldby and Michael Kærgaard Ravn.
- Re-election of Deloitte, Statsautoriseret Revisionspartnerselskab, CVR no. 33 96 35 56, as auditor.
- Authorisation of the chair of the meeting to register the resolutions approved by the AGM with the Danish Business Authority.
At the subsequent board meeting, the Board of Directors elected its officers and re-elected Michael Troensegaard Andersen as its chair and Jesper Dalsgaard as its vice chair.
Re-elected for the Audit Committee were Peter Bang, Louise Knauer and Michael Troensegaard Andersen.
Re-elected for the Remuneration Committee were Michael Troensegaard Andersen, Morten Chrone and Louise Knauer.
Re-elected for the Nomination Committee were Jesper Dalsgaard, Michael Troensegaard Andersen, Katrine Borum and Morten Chrone.
Chair Michael Troensegaard Andersen - tel. +45 79 30 00 00
IR Director Dennis Callesen – tel. +45 29 92 18 11
FACTS ABOUT SOLAR
Solar is a leading European sourcing and services company mainly within electrical, heating & plumbing and climate & energy solutions. Our core business centres on product sourcing, value-adding services and optimisation of our customers’ businesses.
We facilitate efficiency improvement and provide digital tools that turn our customers into winners. We drive the green transition and provide best-in-class solutions to ensure sustainable use of resources.
Solar Group is headquartered in Denmark, generated revenue of approx. DKK 13.9bn in 2022 and has approx. 3,000 employees. Solar is listed on Nasdaq Copenhagen and operates under the short designation SOLAR B. For more information, please visit www.solar.eu.
This announcement was published in Danish and English today via Nasdaq Copenhagen. In the event of any inconsistency between the two versions, the Danish version shall prevail.