Solar A/S will hold its annual general meeting on Friday 16 April 2010 at 11:00
at the address Solar Danmark A/S, Industrivej Vest 43, 6600 Vejen, Denmark. The
agenda is as follows:
1. Presentation of audited annual report for approval.
2. Decision on the appropriation of profit or payment of losses with reference
to the approved annual report.
3. Proposals by the Supervisory Board:
3.1 Alterations to the articles of association
The Supervisory Board proposes alterations to the company's articles of
association. The main reasons for the proposed alterations are a number of
changes to company law. Alterations are described in outline below:
General alterations include the words "aktiekapital" being altered to
"selskabskapital"*, "shares" being altered to "equity investments" and "the
Danish Public Companies Act" being altered to "the Danish Companies Act". Other
proposals:
In article 4, an alteration of the word "aktiebog" to "ejerbog"*.
In article 6, an alteration of the word "share amount" to "equity investment
amount".
In article 8, an alteration of the word "aktiebreve" to "ejerbeviser"*.
In article 9, it is proposed that deadline for notice of the annual general
meeting is altered to at least 3 weeks' notice compared to the previous deadline
of at least 8 days, while also enabling publication of the notice on the
company's website. Moreover, it is proposed that a provision be added to article
9, determining that the Supervisory Board must publish the date of the planned
annual general meeting as well as the deadline for any demand for admission of a
specific issue to the agenda no later than 8 weeks before the day of the
proposed holding. Furthermore, the deadline for presentation of agenda and
complete proposals is altered.
In article 11 of the articles of association, an alteration of the word
"aktionær" to "kapitalejer"* is proposed. Moreover, it is proposed that we add
references to the Danish Companies Act's regulations on proxies and alteration
to the deadline for registration of shares as a condition for the exercise of
voting rights.
In article 12 of the articles of association, it is proposed that references are
made to sections 106 (2) and 107 of the Danish Companies Act.
* Only affecting the Danish version of the articles of association
3.2. The Supervisory Board requests the approval of the new overall guidelines
for incentive programmes for the Solar A/S Executive Board and SMT (Solar
Management
Team), prepared under section 139 of the Danish Companies Act. This approval
will be added to article 15, last sub-article, of the articles of association.
The new overall guidelines for incentive programmes detail granting of
share-based and non-share-based incentive programmes.
3.3. It is proposed that the chairman of the general meeting be authorised to
notify the Danish Commerce and Companies Agency of matters adopted at the
general
meeting and to make such changes to the adopted matters as conditioned by the
Danish Commerce and Companies Agency in order to make the registration.
4. Election of members for the Supervisory Board
The Fund of 20th December proposes that the following present Supervisory Board
members elected by the annual general meeting be re-elected: Jens Borum, Peter
Falkenham, Kent Arentoft, Niels Borum, Remy Cramer and Jens Peter Toft.
5. Any other business.
Agenda, the company's Annual Report 2009 with consolidated financial statements
and full proposals will be available as from 25 March 2010 for the inspection of
shareholders at the company's offices in Kolding and on www.solar.eu.
Admission cards
Shareholders who want to participate at the annual general meeting must order
their admission cards via www.solar.eu or on www.vp.dk/gf or from VP Investor
Services, phone: +45 4358 8891 or fax: +45 4358 8867, by 13 April 2010 at 16:00.
Share capital, voting rights and custodian bank
The company's share capital amounts to DKK 792,060,700 distributed on shares of
DKK 100.00 each or any multiple hereof. DKK 90,000,000 of the share capital are
A shares and DKK 702,060,700 are B shares. A shares have 10 votes per share
amount of DKK 100.00, while B shares have 1 vote per share amount of DKK 100.00.
A shareholder is entitled to participate at a general meeting when the
shareholder has acquired an admission card at the company's office or another
location stated in the notice against presentation of his/her shares, referring
to a registration or any other documentation of his/her shareholding minimum 3
days prior to the holding of the general meeting.
A shareholder who has acquired shares through transfer can exercise voting
rights corresponding to the shares in question at the company's general meeting
provided that notification of registration in the company's register of
shareholders has been received by the company a week prior to the holding of the
general meeting.
Shareholders exercise 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
Full proposals of the Supervisory Board
Re item 1 on the agenda:
The Supervisory Board proposes that Annual Report 2009 be approved.
Re item 2 on the agenda:
The Supervisory Board proposes that the profit for the year of € 10.1m is
distributed as follows:
Dividends € 4.5m
Retained earnings € 5.6m
Re item 3.1 on the agenda:
The Supervisory Board's proposals for articles of associations with alterations
highlighted in italic and any former wordings in brackets (alterations only
affecting the Danish articles of association are also included for information
purposes):
THE COMPANY'S NAME, REGISTERED OFFICE AND OBJECT
1
The company's name is SOLAR A/S
The company also carries on business under the following name: Solar Danmark A/S
(Solar A/S)
The registered office is in the municipality of Kolding.
2
The object of the company is to carry on trade and production.
Company capital and EQUITY INVESTMENTS (shares)
3
The total share capital (share capital) of the company is DKK 792,060,700
divided into equity investments (shares) of DKK 100 and multiples hereof.
DKK 90,000,000 of share capital (share capital) represent A shares and DKK
702,060,700 represent B shares. Share capital (share capital) is fully paid.
4
A shares must be registered and entered in the name of the holder. A shares are
non-negotiable instruments.
B shares are negotiable instruments. B shares must be registered in the name of
the bearer. However, they may be entered under the name of the holder in the
company's register of shareholders (register of shareholders) which is kept by
the external partner VP Investor Services A/S (VP Services A/S), Weidekampsgade
14, DK - 2300 København S as our external register of shareholders keeper
(register of shareholders keeper). B shares are listed on NASDAQ OMX Copenhagen.
B shares must be issued through and registered in a securities depository.
In case of a sale of equity investments (shares) that correspond to a majority
of the votes of the company, the A and B shares must be equally valued.
5
A shares carry 10 votes for each equity investment amount (share amount) of DKK
100, and B shares carry 1 vote for each equity investment amount (share amount)
of DKK 100.
6
Except for the provisions in clauses 4 and 5, no equity investments (shares)
have special rights.
7
A shares will have a dividend warrant and a coupon against the return of which
new coupons will be handed out at a later time.
When the audited annual report has been adopted by the general meeting, the
annual dividend with deduction of any interim dividend to the holders of A
shares is paid against handing over of the relevant coupon. The company does not
accept any responsibility should the bearer of the coupon not be the proper
owner hereof. Any potential interim dividend will be paid against presentation
of dividend warrants for the following distribution of dividend.
Dividends that have not been cashed 5 years after the due date are allocated to
the company's reserve fund, and consequently the relevant coupons are not valid
towards the company.
Any dividend to the holders of B shares with deduction of any paid interim
dividend will be paid through a securities depository to the holder of the
equity investment (share) registered in such a depository. Any interim dividend
must also be paid through a securities depository to the registered holder of
the equity investment (share).
8
The share certificates (share certificates) of the company may be cancelled
without judgment according to the current legislation in force at any time.
ANNUAL GENERAL MEETING
9
The general meeting of the company must be held in Kolding or Vejen.
The annual general meeting must be held by the end of April each year.
Extraordinary general meetings are convened when the Supervisory Board finds it
suitable, or under the rules of the Danish Companies Act (the Danish Public
Companies Act).
General meetings will be convened by the Supervisory Board with at least 3
weeks' (8 days') notice and not more than 4 weeks' notice, and are advertised
once in the Danish Official Gazette or via the electronic information system of
the Danish Commerce and Companies Agency, and in at least two national daily
papers and on the company's website with the agenda of the general meeting.
Not later than 3 weeks (8 days) before any general meeting, the agenda and the
complete proposals to be submitted at the general meeting must be available for
inspection by the shareholders (shareholders) at the company office - and as far
as the annual general meeting is concerned, also the audited annual report must
be made available.
In order to be discussed at the annual general meeting, proposals from the
shareholders (shareholders) must be submitted to the Supervisory Board no later
than 6 weeks before the annual general meeting (the preceding 1 February).
No later than 8 weeks before the date of the proposed holding of the annual
general meeting, the Supervisory Board must publish the date of the proposed
annual general meeting and the date by which proposals of demands of admission
of a certain issue on the agenda for the shareholders must be made.
10
The agenda of the annual general meeting must include:
1) Presentation of audited annual report for approval
2) Resolution concerning allocation of profit or covering of loss as per the
adopted annual report
3) Election of members to the Supervisory Board
4) Any other business
By way of simple majority of votes, the general meeting elect a chairman, who
will lead the negotiations and decide on all matters concerning discussion and
voting. Any person with the right to vote is entitled to demand voting in
writing as regards the presented proposals.
11
Any shareholder (shareholder) is entitled to attend a general meeting if the
shareholder (shareholder) collects an admission card no later than 3 days before
the general meeting at the company's head office, or at another location named
in the notice, on presentation of the shareholder's equity investments (shares),
with reference to name registration or presenting other documentary proof of his
holding of equity investments (shareholding).
Any shareholder (shareholder) who has acquired equity investments (shares) by
way of transfer may exercise the right to vote for the relevant equity
investments (shares) at the company's general meeting provided that a
notification of the registration in the company's register of shareholders
(register of shareholders) has been received by the company no later than one
week (the day) before the holding of the general meeting (first publication in
either the Danish Official Gazette or via the electronic information system of
notice of general meetings of the Danish Commerce and Companies Agency).
The right to vote may be exercised by proxy according to the presentation of a
written and dated instrument of proxy. The proxy must observe the Danish
Companies Act's regulations on proxies. The term of a proxy is maximum one year.
12
A simple majority of votes decides the business discussed at the general
meeting.
Resolutions to sell the business carried on by the company so far are also
passed by a simple majority of votes. However, the Fund of 20th December
(company register no. 85956116) will not be able to hinder a resolution to that
effect by virtue of a simple majority of votes, should more than 90 per cent of
the remaining voting capital (capital) have adopted the proposal.
A resolution to alter the articles of association or to dissolve the company
with the exception of any issue under section 106 (2) of the Danish Companies
Act requires that at least 2/3 of the votes of the voting capital (capital) are
represented at the general meeting, and that the resolution is passed by at
least 2/3 of the votes cast as well as of the voting capital (capital)
represented at the general meeting.
If the share capital (share capital) mentioned is not represented at the general
meeting in question, and if the proposal has not obtained 2/3 of the votes
present, the proposal cannot be adopted. If the proposal obtains acceptance from
2/3 of the votes present, the Supervisory Board will convene an extraordinary
general meeting within a fortnight, at which the proposal may be adopted by 2/3
of the votes cast, irrespective of the amount of share capital (share capital)
represented.
Instruments of proxy issued for the first general meeting will be considered
valid at the second general meeting, insofar as they have not been explicitly
revoked.
In addition, section 107 of the Danish Companies Act applies.
13
Minutes of the general meeting are prepared and signed by the chairman of the
meeting.
SUPERVISORY AND EXECUTIVE BOARDS
14
The company is presided over by a Supervisory Board consisting of 4-8 members
elected by the general meeting for one year at a time. The Supervisory Board
elects its own chairman and deputy chairman.
15
The Supervisory Board has general control of the company. The board supervises
the business of the company and ensure that the company is managed in a
reasonable way and according to current legislation and the articles of
association.
In its rules of procedure, the Supervisory Board lays down the details of the
performance of its duties.
The Supervisory Board appoints an executive board to manage the day-to-day
operations.
Under section 139 of the Danish Companies Act (under section 69b of the Danish
Public Companies Act) the Supervisory Board has prepared overall guidelines for
incentive programmes for the Executive Board and SMT, Solar Management Team, of
Solar A/S. These guidelines were adopted at the company's annual general meeting
on 16 (17) April 2010 (2009) and are available at our website www.solar.eu.
16
The company is bound by the joint signatures of one member of the Supervisory
Board and the company's CEO, or by the joint signatures of the chairman and a
member of the Supervisory Board, or by the joint signatures of the entire
Supervisory Board.
The Supervisory Board may grant powers of procuration.
AUDIT
17
The audit of the company's annual report is performed by a state-authorised
public accountant, appointed by the Supervisory Board, who will act until a
general meeting appoints a new.
Closing of the accounts, allocation of profit
18
The financial year of the company is the calendar year.
19
The annual report will be prepared according to Danish legislation.
20
The Supervisory Board is authorised to decide to distribute extraordinary
dividend in accordance with the regulations of the Danish Companies Act (Danish
Public Companies Act).
Re item 3.2 on the agenda:
The Supervisory Board proposes that the following overall guidelines for
incentive programmes be approved:
Overall guidelines for incentive programmes for the Executive Board and SMT
(Solar Management Team) of Solar A/S, see section 139 of the Danish Companies
Act
1. Introduction
Under section 139 of the Danish Companies Act, the supervisory board of a listed
company must establish overall guidelines for the company's share-based and
non-share-based incentive programmes for supervisory or executive boards before
a specific agreement is made for incentive pay for a member of the company's
supervisory or executive boards. These guidelines must be transacted and
approved by the company's annual general meeting.
Since 2006, Solar has run incentive programmes for certain management employees,
defined as the Executive Board and SMT (Solar Management Team). Members of the
Supervisory Board receive fixed pay and not incentive pay. The SMT is made up of
the Executive Board, corporate directors and chief executive directors in the
Solar subsidiaries (cf. Annual Report 2009 page 23).
Present overall guidelines cover incentive programmes for the Solar A/S
Executive Board and SMT. The Executive Board is made up of the person(s)
registered with the Danish Commerce and Companies Agency as CEO(s) of Solar A/S.
The Supervisory Board finds that combining a fixed salary with
performance-dependent pay (incentive pay) for the Executive board and SMT
members helps to ensure that Solar can attract and retain key staff while
ensuring further incentive for value creation for shareholders.
The purpose of the overall guidelines is to establish a framework for incentive
pay (both share-based and non-share-based) to ensure that incentive pay does not
lead to carelessness, unreasonable behaviour or the acceptance of unusual risks.
The Supervisory Board finds that total remuneration is at a reasonable level and
reflects the efforts, responsibilities and value creation for Solar of the
Executive Board and SMT.
2. Principal ideas of incentive pay
Incentive programmes may consist of any form of variable pay, including
share-based and non-share-based incentive programmes.
The following elements make up Solar's incentive programmes:
Share-based incentive programmes (share options), cf. item 3 below and
Non-share-based incentive programmes (bonus), cf. item 4
3. Share-based incentive programmes
The value of share-based incentive programmes granted within a financial year
can total up to 50 per cent of the individual Executive Board/SMT member's fixed
annual remuneration excl. pension contributions. When entering the current
programme, a maximum of 100 per cent of fixed annual remuneration excl. pension
contributions is granted.
Any granting for the year is published via NASDAQ OMX Copenhagen and the annual
report.
The granting is meant to ensure value creation and fulfilment of Solar's
long-term objectives.
The estimated present value of the share-based incentive programmes covered by
these guidelines is determined in accordance with the principles of recognition
in Solar's annual report under the accounting principles in force at the time in
question.
The exercise price of any share instrument cannot be lower than the market price
of the company's shares at the issue date. No consideration is paid for the
share instrument unless the Supervisory Board decides otherwise.
In the case of any granting, the Supervisory Board can determine the period over
which the share-based incentive programmes must vest and when the share-based
incentive programmes can be exercised. After each granting to the SMT, the
Supervisory Board may decide to stop the current programme. This current
programme may be used 3 years after granting at the earliest and must be used by
4 years after the granting at the latest. Use can only take place up to maximum
6 weeks after publication of the company's annual report. In special cases, the
Supervisory Board may make an exemption.
In case of an Executive Board / SMT member's resignation not resulting from a
significant violation on the part of the Solar Group, share options become void
if not exercised by the end of the employment. This becoming void is automatic
and without notice.
Danish employees are taxed under section 28 of the Danish Tax Assessment Act,
giving the company a right to deduct.
Shares for fulfilling obligations related to share-based incentive programmes
are provided from Solar's existing holding of treasury shares, through buy-back
of treasury shares or issue of new shares.
4. Non-share-based incentive programmes
Non-share-based incentive programmes, typically a bonus plan or performance
contract, can have terms of one or several years or cover a period of less than
a financial year. The term can also be unspecified at the time of granting if,
for example, granting depends on a certain event taking place.
In special cases, the value of non-share-based incentive programmes per
financial year can total up to 100 per cent of the individual Executive Board /
SMT members' fixed annual remuneration excl. pension contributions.
Whether bonus is paid will depend on whether the conditions and objectives
defined in the agreement have been fully or partially met. These may be targets
for Solar's organic growth, EBITA, EBT adjusted for amortisation, ROIC, net
working capital, personal objectives relating to the performance of the CEO /
SMT member in question, his/her performance or the occurrence of a relevant
event.
In case of an Executive Board / SMT member's resignation or Solar's dismissal, a
proportionate share of bonus is received until the time of the employment's end.
Executive Board members are also entitled to termination benefits equating to
the last 12 months' fixed remuneration excl. pension contribution, cf. mention
of this in the annual report.
5. Entering into and change of incentive programmes
If the Supervisory Board wants to enter into or change a specific agreement on
incentive programmes with the Executive Board, such an agreement will be subject
to present guidelines. Changes to the guidelines must be approved by the general
meeting.
6. Publication
A provision stating that the general meeting has adopted guidelines for
incentive pay of the Executive Board will be added to the company's articles of
association under section 139 of the Danish Companies Act.
After approval by the general meeting, the guidelines will be published on
Solar's website www.solar.eu.
No specific agreement for incentive pay can be made until the day after the
publication of the approved guidelines on Solar's website www.solar.eu.
The following has been received from the Fund of 20th December:
”Proposal for the composition of the Supervisory Board
It is proposed that the following persons are elected to the Supervisory Board
of Solar A/S.
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 has an MSc in biology from the University of Copenhagen (1980) and a
PhD. in marine biology from the University of Copenhagen (1985).
Jens Borum was elected for the Supervisory Board of Aktieselskabet Nordisk Solar
Compagni in 1982, was vice chairman from 1989 to 1991 and chairman of the
Supervisory Board from 1991 to 2006. He was elected to the Supervisory Board of
Solar A/S in 2006 and is Chairman of the Supervisory Board. He is a member of
the Supervisory Board of the Fund of 20th December.
Jens Borum was born on 8 October 1953.
Peter Falkenham has worked for Crone og Koch Rådgivende Ingeniører, LK A/S, Asea
Cylinda A/S, ABB Komponent A/S, ABB Energi & Industri A/S, and as CEO of the 3
last-mentioned companies. Thus, he has many years of experience in the industry.
Since 2000, he has worked as a group director in TrygVesta (TrygVesta Forsikring
A/S) with responsibility for the business area Industry, the subsidiary Dansk
Kaution and now the business area Private & Business Denmark (Privat & Erhverv
Danmark). Furthermore, he has extensive experience from company management in
Scandinavia, the Baltic countries and Poland.
Peter Falkenham has an MSc in Engineering from the Technical University of
Denmark (1982) and a Bachelor of Commerce degree (International Trade) from
Copenhagen Business School (1984), supplemented with relevant management
training programmes.
Peter Falkenham was a member of the Supervisory Board of Aktieselskabet Nordisk
Solar Compagni from 2004 to 2006. Peter Falkenham was elected to the Supervisory
Board of Solar A/S in 2003 and is vice chairman of the Supervisory Board. He is
also a member of the supervisory boards of a number of enterprises within the
TrygVesta group.
Peter Falkenham was born on 28 January 1958.
Kent Arentoft has been the CEO of Dalhoff Larsen & Horneman A/S since 2009. He
began his career as an audit assistant in the auditing business
Revisionskontoret Knud E. Rasmussen and was then employed with the concrete
manufacturer Unicon Beton where he handled a number of different functions, both
in Denmark and abroad, ending in the position as CEO of the Unicon Group from
2000 to 2005. Kent Arentoft was then CEO of DISA A/S from 2005 to 2009. Kent
Arentoft has extensive organisational and international experience, including
special competences within finance and economics.
Kent Arentoft is a qualified auditor, has a Bachelor of Commerce within finance
and accounting and has taken a number of courses at the UNC Business School in
the USA and at the London Business School and CEDEP management courses at Insead
in France.
Kent Arentoft has supervisory board experience from subsidiaries of Unicon A/S
and DISA A/S and the export section of the Danish Construction Association
(Dansk Byggeri). Kent Arentoft is a member of the supervisory boards of Eksport
Kredit Fonden, Eksport Kredit Finansiering A/S and Sonion A/S.
Kent Arentoft was born on 7 September 1962.
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.
Niels Borum has an MSc in Engineering from the Technical University of Denmark
(1973).
Niels Borum was a member of the Supervisory Board of Aktieselskabet Nordisk
Solar Compagni from 1991 to 2006, and vice chairman of the Supervisory Board
from 2004 to 2006. He was elected to the Supervisory Board of Solar A/S in 1975.
Niels Borum is chairman of the Supervisory Board of the Fund of 20th December.
Niels Borum was born on 1 May 1948.
Remy Cramer has been CEO of Inter Primo A/S since 2003. However, apart from
employment with the Danish Air Force and the Danish Space Research Institute,
most of his experience has been obtained during employment with A.P. Møller,
where he was CEO and group managing director of Maersk Medical A/S from 1980 to
2003. Remy Cramer has many years of experience with family-controlled businesses
and much organisational and international management experience, especially from
Maersk Medical A/S.
Remy Cramer has trained as an electronics mechanic with the Danish Air Force
(1965) and as electronics engineer from the Engineering College of Copenhagen
(1972). In addition, he has completed management training at Insead, France, and
Harvard Business School.
Remy Cramer was elected to the Supervisory Board of Solar A/S in 2006. Remy
Cramer has supervisory board experience from a number of Maersk companies and
from Inter Primo A/S.
Remy Cramer was born on 10 February 1945.
Jens Peter Toft runs his own consultancy firm, toft advice. 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. His
employment history within the financial industry has given Jens Peter Toft very
extensive knowledge within M&A transactions, capital injection, financial
matters and tools as well as within organisations and stock exchange matters.
Jens Peter Toft is a B. Com. (Management Accounting) 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 Supervisory Board of Solar A/S in 2009. In
addition to his international experience, Jens Peter Toft has extensive
experience with working with company supervisory boards and also has supervisory
board experience from, for example, the funds under Danske Invest, Imerco A/S,
Imerco Holding A/S, BottomLine Communications A/S and from subsidiaries of
Danske Bank.
Jens Peter Toft was born on 30 September 1954.
Proposed candidates are all Danish subjects. Supervisory board members are
elected for one year at a time.
Of the proposed candidates, Peter Falkenham, Remy Cramer, Kent Arentoft 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, 24 March 2010
The Fund of 20th December
Niels Borum
Chairman”
