Annual General Meeting Announcement for ROCKWOOL A/S
Company announcement for ROCKWOOL A/S Release no. 13 – 2025 to Nasdaq Copenhagen.
The annual general meeting of shareholders is hereby convened to take place on
Meeting Date and Location
Wednesday, 2 April 2025 at 3:00 p.m.
The meeting will be held at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde.
Registration Details
Registration for the general meeting must occur no later than Friday, 28 March 2025. You can register electronically via the shareholder portal on www.rockwool.com/group/shareholder or by sending the completed form to Computershare A/S.
The general meeting will be accessible via a live webcast in both Danish and English. Additional information regarding the webcast and the annual general meeting is available on the company’s website: www.rockwool.com/group/agm.
Agenda Overview
The agenda for the meeting includes important discussions and decisions, such as:
1. Report on the company's activities during the previous financial year.
2. Presentation of the annual report along with the auditor’s report.
3. Approval of the annual report and discharge of liability for the management and board.
4. Presentation and advisory vote on the remuneration report.
5. Approval of the board of directors' remuneration for the 2025/2026 term.
6. Proposal for the allocation of profits per the adopted accounts.
The board proposes a dividend distribution of 63 DKK per share for the financial year 2024, pending approval by the general meeting.
7. Election of board members.
Per the Articles of Association, all board members elected at the general meeting resign annually. The board has nominated Ilse Irene Henne, Rebekka Glasser Herlofsen, Carsten Kähler, Thomas Kähler, and Jørgen Tang-Jensen for re-election. Claes Westerlind is also proposed as a new board member.
Due to his appointment as CEO of ROCKWOOL A/S, Jes Munk Hansen has resigned from the board and will not seek re-election.
Expectations and Proposals
Should the nominated candidates be elected, Thomas Kähler is expected to be appointed as Chairman, and Jørgen Tang-Jensen as Deputy Chairman.
8. Appointment of auditors.
The re-appointment of PricewaterhouseCoopers as the company auditor is proposed, based on the Audit Committee's recommendations regarding financial and sustainability reporting.
9. Proposals from the board or shareholders:
9a. Authorization to acquire own shares.
The board requests authorization to allow the company to buy back shares up to 10% of its total share capital, at a price within 10% of the most recent listed price.
9b. Amendment of share nominal value.
A share split in a 1:10 ratio is proposed, changing the nominal value of the A and B shares from 10 DKK to 1 DKK to improve co-ownership opportunities for smaller shareholders.
This proposal will not affect the relative voting rights of shareholders.
9c. Reduction of share capital for canceling own shares.
A reduction of share capital is proposed from 216,207,090 DKK to 211,605,790 DKK by canceling repurchased class B shares, aligning with the ongoing share buyback program.
9d. Contribution to Ukrainian Reconstruction Foundation.
The board advocates for an additional 100 MDKK contribution towards the reconstruction of Ukraine, reflecting the company's commitment to social responsibility.
10. Discussion of any other business.
Details on Capital and Voting Rights
The current nominal value of the company's share capital is 216,207,090 DKK, divided into class A and class B shares.
Voting rights are granted to shareholders registered in the company’s register or who have noticed ownership to the company by the record date, which is Wednesday, 26 March 2025.
Admission Procedures
Admission cards will be sent to shareholders' registered emails. Those wishing to attend must register by 28 March 2025.
Proxy Voting Options
Shareholders can utilize their voting rights through a proxy, which must be submitted by 28 March 2025. This form is available on the company’s website.
Submission of Absentee Votes
Absentee ballots must be submitted by 31 March 2025, with forms available via the company's website.
Document Availability
All pertinent documents, including agenda and proposals, will be accessible on the company’s website from the publication of this notice until the annual general meeting.
Encouragement for Shareholder Engagement
ROCKWOOL A/S welcomes shareholders to submit questions to the board to foster an engaging discussion during the meeting.
Questions or comments should be sent to agm@rockwool.com by 30 March 2025. The board aims to address relevant inquiries during the meeting.
We look forward to your participation!
Yours sincerely,
ROCKWOOL A/S
On behalf of the board of directors
Thomas Kähler, Chairman of the board.
Frequently Asked Questions
1. What is the date of the annual general meeting?
The annual general meeting is scheduled for Wednesday, 2 April 2025, at 3:00 p.m.
2. Where will the meeting be held?
The meeting will take place at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde.
3. How can I register for the meeting?
You can register electronically through the shareholder portal or by sending a completed registration form to Computershare A/S.
4. What will be discussed at the meeting?
The agenda includes reports on company activities, financial reports, board elections, and dividend proposals, among other business.
5. How can I participate if I cannot attend the meeting?
You can submit an absentee vote or appoint a proxy to represent you at the meeting.
