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

The Annual General Meeting of Solar A/S will be held on Friday, 13 March 2026, at 11.00 am, at the address Industrivej Vest 43, 6600 Vejen, Denmark.

The general meeting will be broadcast by video webcast at www.solar.eu to shareholders on record in the company’s register of shareholders.

The agenda of the general meeting is as follows:

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

2. Presentation and approval of the annual report with audited financial statements
The Board of Directors proposes that the 2025 annual report be approved.

3. Resolution on the allocation of profits in accordance with the approved annual report
The Board of Directors recommends to the Annual General Meeting that no dividend be paid for the financial year 2025.

Justification:
In the autumn of 2025, Solar entered into an agreement to acquire the strategically important Sonepar Norge and therefore made use of the mandate stipulated in the Articles of Association to carry out a capital increase through new issues of B shares. The capital increase was successfully completed and provided the company with net proceeds of DKK 120 million. In addition, Solar's gearing at the end of 2025 amounted to 3.2x EBITDA, which is above the company's target of a gearing of 1.5–3.0x EBITDA.

4. Indicative vote on approval of remuneration report
Indicative vote on the remuneration report prepared by the Board of Directors on the remuneration of the members of the Board of Directors and the Executive Board in 2025.

5. Approval of the remuneration of the Board of Directors for the current financial year
The Board of Directors proposes that the fixed remuneration to the Board of Directors for 2026 is unchanged at DKK 200,000.

The chair of the Board of Directors receives triple the remuneration, while the vice chair of the Board of Directors and the chair of the Audit Committee receive 1½ times the remuneration for their extended Board duties.

In accordance with the framework set out in the remuneration policy, it is also proposed that that members of the Board of Directors in addition to the fixed fee 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. The chair of the Board of Directors will receive double the meeting fee, while the vice chair of the Board of Directors will receive 1½ times the meeting fee for each ordinary Board of Directors’ meeting they attend.

6. Election of members to the Board of Directors
The Nomination Committee proposes a temporary expansion of the Board of Directors by election of Ulrich Liedtke and re-election of the current six members of the Board of Directors: Michael Troensegaard Andersen, Jesper Dalsgaard, Louise Knauer Baroudy, Peter Bang, Morten Chrone and Katrine Borum.

Please see the attached appendix 2 prepared by the Nomination Committee for details of the proposed candidates.

7. Election of auditor
In line with the Audit Committee’s recommendation, the Board of Directors proposes that Deloitte, Statsautoriseret Revisionspartnerselskab, CVR 33 96 35 56, be re-elected as company auditor. Furthermore, it is proposed that Deloitte Statsautoriseret Revisionspartnerselskab also be re-elected as sustainability auditor. The Audit Committee has not been influenced by third parties and is not subject to any agreements with third parties that limits the general meeting’s election to certain auditors or audit firms.

8. The Board of Directors’ proposals:
8.1 Authorisation to distribute extraordinary dividends
The Board of Directors proposes that the company’s Board of Directors be authorised in the period up until the next Annual General Meeting to resolve on the distribution of an extraordinary dividend of up to DKK 50.00 per share.

8.2 Authorisation to acquire own shares
The Board of Directors further 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 for the acquisition of up to 10% of the share capital, and in such a manner that the consideration does not deviate by more than 10% from the latest quoted market price for the company’s class B shares at the time of acquisition.

8.3 Authorisation to increase the share capital
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to increase the share capital by subscription of new B shares of one or more times by up to a nominal amount of DKK 71,060,000. The increase can be made both by cash payment and by payment in any other way. The capital increase may be made as a direct placement at market price to investors or as a pre-emption right to all of the company's shareholders. The authorisation is valid for a period until 15 March 2028. The authorisation is proposed to be included in Article 9 of the Articles of Association. Proposed changes to the Articles of Association are attached in mark-up as appendix 3.

9. Authorisation to the chair of the meeting
The Board of Directors proposes that the general meeting authorises the chair (with a right of substitution) to register with the Danish Business Authority the reportable resolutions adopted by the general meeting and to make such amendments to the documents prepared in connection with these resolutions as may be required by the Danish Business Authority in order to register these resolutions.

10. Any other business

The notice including appendices and complete proposals, details of the total number of shares and voting rights as at the date of this notice, including the total number of shares within each share class, the agenda, the company’s 2025 Annual Report with consolidated accounts, the remuneration report, the registration of attendance form as well as the proxy form and postal voting form will be available as from 18 February 2026 at www.solar.eu.

As regards the collection and processing of personal data, please see the information on data protection law issues provided in connection with the Annual General Meeting as well as the company's cookie policy, which are both available at www.solar.eu.

Adoption requirements
The proposals on the agenda can be adopted by a simple majority of votes. The proposal in item 8.3 of the agenda requires the adoption of at least 2/3 of both the votes cast and of the voting capital represented at the general meeting, and as a quorum, that at least 2/3 of votes represented by the company’s voting share capital are represented at the general meeting.

Attendance at general meetings and the right to vote
A shareholder's right to attend the general meeting and to vote at the general meeting is determined based on the number of shares that the shareholder owns and has registered in or reported for recording in the company's register of shareholders no later than Friday 6 March 2026 (the date of registration). Attendance is also subject to the shareholder having registered their attendance in due time as described below.

Registration of attendance
Shareholders who wish to participate in the general meeting must register their attendance no later than Monday 9 March 2026 at 11.59 p.m.

A shareholder or their proxy may also attend the general meeting together with an advisor, provided that the advisor’s attendance is registered in due time.

Registration of attendance can be made as follows:

• digitally via Solar's InvestorPortal at www.solar.eu or at www.euronext.com/cph-agm,
• by completing, signing and returning a form that can be printed from www.solar.eu to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, by mail, or to CPH-investor@euronext.com by e-mail,
• by contacting Euronext Securities at tel.: +45 4358 8866, by email at: CPH-investor@euronext.com, or by personal or written application to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen.
  

Confirmation of registration will be sent by email to the email address provided by the shareholder on registration of attendance. If no email address is provided on registration of attendance, the admission card can be collected at the entrance to the general meeting on presentation of proof of identity. Voting papers will be handed out at the entrance to the general meeting on presentation of the admission card.

Proxy/postal votes
Shareholders have the option of voting by proxy or voting in writing by post. A proxy or postal vote can be submitted digitally via Solar's InvestorPortal at www.solar.eu or at www.euronext.com/cph-agm (both require a digital signature) or in writing using a physical proxy or postal vote form that can be printed from www.solar.eu. If a proxy form or a postal vote form is used, the completed and signed form

must be sent by letter to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen. Alternatively, the completed and signed form can be scanned and sent by e-mail to CPH-investor@euronext.com.

Proxies must be received by Euronext Securities no later than Monday 9 March 2026 at 11:59 p.m., while postal votes must be received by Euronext Securities no later than Wednesday 11 March 2026 at 4:00 p.m.

Either a proxy or a postal vote can be cast, but not both.

Share capital, voting rights and account-holding bank
The share capital amounts to nominally DKK 800,600,000 divided into shares of DKK 100.00 each and multiples thereof. Of the share capital, DKK 90,000,000 are Class A shares and DKK 710,600,000 are Class B shares. The A shares have 10 votes for each share amount of DKK 100.00, while the B shares have 1 vote for each share amount of DKK 100.00.

The shareholders may exercise the financial rights through their own depository bank.

Questions from the shareholders
Shareholders may ask questions about the agenda or documents etc. for use at the general meeting by writing to Solar A/S, Industrivej Vest 43, 6600 Vejen, or by e-mail investor@solar.dk. Shareholders may also ask questions to the company's management during the general meeting.

Video webcast
As a service to registered shareholders, who are unable to attend the physical general meeting, the entire general meeting will be webcast via the InvestorPortal on the company's website www.solar.eu. Likewise, this webcast will subsequently be available on the company's website. In addition, registered shareholders will have the opportunity to submit written questions to Solar's Director, Investor Relations, who will ask the questions at the general meeting via the Investor Portal. Questions may be shortened, edited and possibly collected before being asked at the Annual General Meeting by Solar's Director, Investor Relations. Log-in to the InvestorPortal requires that your shares are registered and that you have a digital signature. If a Danish CPR number is used, the digital signature used for online banking via Danish credit institutions (MitID) will typically be compatible. If you do not have access to MitID, you can create a personal VP-ID. VP-ID creation instructions are available at www.solar.eu

Contacts
Chair of the Board of Directors Michael Troensegaard Andersen - tel. +45 79 30 00 00
IR Director Dennis Callesen - tel. +45 29 92 18 11

Appendix 1: Remuneration report 2025
Appendix 2: Proposals from the Nomination Committee
Appendix 3: Proposal for revised Articles of Association

Facts about Solar
Solar is a leading European sourcing and services company mainly within electrical, heating and plumbing, ventilation and climate and 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 12.2bn in 2025 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.

Disclaimer
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.

Attachment

• No. 4 2026 Notice of Annual General Meeting incl appendices