Solar A/S: No. 4 2026 Notice of annual general meeting

Core Viewpoint - Solar A/S is preparing for its Annual General Meeting (AGM) scheduled for March 13, 2026, where key financial and operational decisions will be made, including the approval of the annual report and discussions on profit allocation and board remuneration [1][2][3]. Financial Performance - The Board of Directors proposes the approval of the 2025 annual report, which includes audited financial statements [2]. - For the financial year 2025, the Board recommends that no dividend be paid due to the acquisition of Sonepar Norge and a capital increase that generated net proceeds of DKK 120 million. The company's gearing at the end of 2025 was 3.2x EBITDA, exceeding the target range of 1.5–3.0x EBITDA [2]. Remuneration - An indicative vote will be held on the remuneration report for the Board of Directors and Executive Board for 2025 [3]. - The fixed remuneration for the Board of Directors for 2026 is proposed to remain unchanged at DKK 200,000 [3]. - Additional meeting fees are proposed, including DKK 15,000 for physical meetings and DKK 7,500 for virtual meetings, with the chair receiving double the meeting fee [5]. Board of Directors - The Nomination Committee proposes the election of Ulrich Liedtke and the re-election of six current board members [6]. - The chair of the Board of Directors receives triple the remuneration, while the vice chair and chair of the Audit Committee receive 1.5 times the remuneration for their extended duties [4]. Auditor Election - The Board proposes the re-election of Deloitte as the company auditor and sustainability auditor, following the Audit Committee's recommendation [7]. Shareholder Proposals - The Board seeks authorization to distribute an extraordinary dividend of up to DKK 50.00 per share [9]. - Authorization is also requested for the acquisition of up to 10% of the share capital and to increase the share capital by up to DKK 71,060,000 [10][11]. Meeting Logistics - The AGM will be broadcast via video webcast for registered shareholders [1][23]. - Shareholders must register their attendance by March 9, 2026, and can vote by proxy or postal vote [17][19]. Company Overview - Solar is a leading European sourcing and services company focused on electrical, heating, plumbing, ventilation, and energy solutions, generating approximately DKK 12.2 billion in revenue in 2025 [26][27].