No. 6 2024 Course of Annual General Meeting

    No. 6 2024 Course of Annual General Meeting

The annual general meeting (AGM) took due note of the management’s review and discussed and approved the Annual Report 2023 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 30.00 for each share of DKK 100.
• Approval of the Remuneration Report 2023 by indicative vote.
• Remuneration to the Board of Directors for 2024: Fixed annual remuneration 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 and election of Deloitte, Statsautoriseret Revisionspartnerselskab, as new sustainability auditor.
  
• Authorisation for the Board of Directors to potentially distribute extraordinary dividend of up to DKK 50.00 per share in the period leading up to the next annual general meeting.
  
• Authorisation for the Board of Directors to potentially acquire treasury shares in the company of up to 10% of the share capital in the period up to the next annual general meeting, provided that consideration does not deviate by more than 10% from the last quoted market price for the company’s class B shares at the time of acquisition.
• Amendment of the company’s remuneration policy. The amendments concern the framework for the granting of variable remuneration to the Executive Board. The most significant amendments are that variable remuneration has been restricted to only Class B shares, and that the framework for the maximum annual variable remuneration that may be granted has been increased from 100% to 110% of the Executive Board member's fixed annual remuneration. If the grant covers several years, the value cannot exceed an amount corresponding to 110% of the Executive Board member’s latest fixed annual remuneration multiplied by the number of years of the grant period. The rest of the amendments include non-essential amendments, such as clarifications and further elaborations.
  
  Approval of the amendment of the remuneration policy entails the introduction of a new long-term incentive programme for the Executive Board, including the allocation of performance shares to the Executive Board in 2024, cf. further details in announcement no. 5 2024.

• Authorisation for the chair of the meeting, including to register with the Danish Business Authority the resolutions approved by the AGM.

At the subsequent board meeting, the Board of Directors appointed 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.

Contacts
Chair of the Board Michael Troensegaard Andersen - tel. [phone]
IR Director Dennis Callesen - tel. [phone]

Facts abour Solar

Solar is a leading European sourcing and services company providing solutions 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 promote efficiency improvements and offer digital tools that make our customers winners. We drive the green transition and deliver the best solutions, ensuring sustainable resource usage.

The Solar Group is headquartered in Denmark, generated revenue of approx. DKK 13.0bn in 2023 and has approx. 3,000 employees. Solar is listed on Nasdaq Copenhagen under the symbol SOLAR B. Additional information is available at: www.solar.eu.

Disclaimer
This announcement has been published in Danish and English via Nasdaq Copenhagen today. In the event of any inconsistency between the two versions, the Danish version prevails.

Attachment

• No. 6 2024 Course AGM