Notice Convening the Annual General Meeting of ROCKWOOL A/S
Company announcement
for ROCKWOOL A/S
Release no. 13 – 2025
to Nasdaq Copenhagen
6 March 2025
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF ROCKWOOL
A/S
The annual general meeting of shareholders is hereby convened to
take place on
Wednesday, 2 April 2025 at 3:00 p.m.
in Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde,
Denmark.
Registration for the general meeting must take place no later
than Friday, 28 March 2025 either electronically via the
shareholder portal on www.rockwool.com/group/shareholder or by
returning the completed registration form to Computershare A/S.
The general meeting will be transmitted in full directly via
webcast in Danish and English. Further information on the webcast
and the general meeting is available at the company’s website,
www.rockwool.com/group/agm. The webcast will only include the
platform and rostrum. Information on collection and processing of
personal data in connection with the annual general meeting is
available on the company’s website www.rockwool.com/group/agm.
Agenda:
1. The board of directors’
report on the company’s activities during the past financial
year.
2. Presentation of annual
report with auditors’ report.
3. Adoption of the annual
report for the past financial year and discharge of liability for
the management and the board of directors.
4. Presentation of and advisory
vote on remuneration report.
5. Approval of the remuneration
of the board of directors for 2025/2026.
6. Allocation of profits
according to the adopted accounts.
The board of directors proposes a distribution
of dividends for the financial year 2024 of 63 DKK per share of a
nominal value of 10 DKK. The dividend will be paid on 7 April 2025
after approval by the general meeting.
7. Election of members to the
board of directors.
According to the Articles of Association, all members of the board
of directors elected at the general meeting resign each year.
Members of the board of directors are elected for the period until
the next annual general meeting.
The board of directors nominates the following
board members for re-election: Ilse Irene Henne, Rebekka Glasser
Herlofsen, Carsten Kähler, Thomas Kähler and Jørgen
Tang-Jensen.
Additionally, the board of directors proposes
that Claes Westerlind is elected as a new member of the board of
directors.
In connection with his appointment as CEO of
ROCKWOOL A/S, Jes Munk Hansen resigned from the Board of Directors
as of 31 August 2024. He will therefore not seek re-election at the
general meeting.
A description of the background of and the
offices held by each candidate proposed for election by the board
of directors, including the board of directors’ reasons for the
nomination, is enclosed in appendix 1 and is available on the
company’s website, www.rockwool.com/group/agm.
Subject to election of the above candidates, the board of
directors expects to appoint Thomas Kähler
as Chairman and Jørgen Tang-Jensen as Deputy Chairman.
8. Appointment of auditors.
The board of directors proposes re-appointment of
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab
(PwC) as auditor of the company in accordance with the Audit
Committee’s recommendation in respect of statutory financial and
sustainability reporting.
9. Proposals from the board of
directors or shareholders.
Proposals from the board of directors:
9a. Authorisation to acquire own shares.
The board of directors proposes that the general
meeting authorises the board of directors to allow the company to
acquire own shares during the period until the next annual general
meeting, i.e. class A shares as well as class B shares, of a total
nominal value of up to 10 percent of the company’s share capital,
provided that the price of the shares at the time of purchase does
not deviate by more than 10 percent from the most recent listed
price.
9b. Amendment of the nominal value of the
company’s shares.
The board of directors proposes a share split in
a ratio of 1:10, whereby the nominal value of the company's A and B
shares will change from 10 DKK to 1 DKK. The 1:10 share split will
be completed as soon as possible following the approval of the
general meeting. The completion of the share split will be
announced in a separate company announcement.
The purpose of the share split is to provide
smaller private shareholders with the opportunity to gain
co-ownership in the company. The share split will not affect the
voting rights per share or the relative share of voting rights of
individual shareholders, it being noted that the voting ratio
between Class A and B shares will remain unchanged.
As a result of this proposal, the Articles of
Association will be amended as follows:
- Article 3.b will
be amended to read:
“The share capital is divided into shares of
DKK 1 each.”
- Article 10.b
will be amended to read:
“At the general meeting, each class A share
of DKK 1 carries ten votes, and each class B share of DKK 1 carries
one vote.”
The share split will not impact the company’s
ongoing share buyback program or the continued conversion of A
shares into B shares pursuant to Article 6 of the Articles of
Association, except for the technical adjustments of the new
nominal value of the company's shares resulting from the share
split.
9c. Reduction of the company’s share capital for
the purpose of cancelling own shares.
The board of directors proposes a reduction of
the company’s share capital from nominally 216,207,090 DKK to
nominally 211,605,790 DKK by cancellation of repurchased class B
shares of nominally 4,601,300 DKK corresponding to 460,130 class B
shares of nominally 10 DKK each. Subject to approval and completion
of the share split under item 9b., these B shares will, upon
implementation of the capital decrease, amount to 4,601,300 class B
shares of nominally 1 DKK each.
The board of directors’ proposal to reduce the
company’s share capital is made to adjust the capital structure in
continuation of the share buy-back programme made to distribute
funds to the shareholders. The class B shares proposed for
cancellation were repurchased for the total sum of 1,192,983,209
DKK which means that, in addition to the nominal reduction amount,
1,188,381,909 DKK has been distributed to the shareholders.
Before implementing the proposed capital
reduction, the Company will publish in the Danish Business
Authority’s IT system a notice of creditors’ right to submit claims
against the company within a four-week notice period. The capital
reduction will only be implemented after the expiry of this notice
period.
As a result, it is proposed to amend article 3.a
of the company’s Articles of Association with effect from the
implementation of the capital reduction as follows:
”3.a: The share capital of the company is
DKK 211,605,790; of which class A shares constitute DKK 98,178,390
and class B shares DKK 113,427,400.”
9d. Proposal to contribute 100 MDKK to the
Foundation for Ukrainian Reconstruction.
Based on ROCKWOOL's wish to continue to actively
contribute to the reconstruction of Ukraine, the board of directors
proposes that the general meeting approves that an additional
amount of 100 MDKK be contributed to the Foundation for Ukrainian
Reconstruction.
In submitting this proposal, the board of
directors has assessed that the proposal reflects and supports
ROCKWOOL’s values and activities. The board of directors considers
that the proposal reflects that the company has a social
responsibility and that the conflict in Ukraine is a completely
extraordinary situation that affects and is of major importance to
the company, its employees and business partners.
10. Any other business.
Share capital, voting right and adoption
requirements
At the time of convening the general meeting,
the company’s share capital amounts to a nominal value of
216,207,090 DKK, divided into a class A share capital of a nominal
value of 98,178,390 DKK (9,817,839 shares of a nominal value of 10
DKK each) and a class B share capital of a nominal value of
118,028,700 DKK (11,802,870 shares of a nominal value of 10 DKK
each). Each class A share of a nominal value of 10 DKK entitles to
ten votes, and each class B share of a nominal value of 10 DKK
entitles to one vote according to article 10.b of the Articles of
Association.
Shareholders are entitled to vote, if they on
the record date, Wednesday, 26 March 2025, are registered in the
company’s register of shareholders or have given notice to the
company of ownership, which the company has received for the
purpose of registration in the register of shareholders, but which
has not yet been registered according to article 10.c. of the
Articles of Association, and who have requested admission cards or
submitted absentee votes in due time.
To adopt the proposals under agenda items 9b. and 9c.,
shareholders corresponding to at least two thirds of the votes cast
and of the share capital represented at the general meeting must
vote in favour of the proposals, and more than 40 percent of the
total number of votes in the Company must be represented at the
general meeting. All other proposals on the agenda may be adopted
by a simple majority vote.
Admission cards
The electronic admission card(s) will be sent to
the email address provided by the shareholder in the shareholder
portal, and which has been registered in the register of
shareholders. Shareholders must bring the admission card(s) to the
general meeting, either electronically on a smartphone/tablet or in
a print version. Shareholders also have the option to collect
admission card(s) at the registration counter at the entrance to
the general meeting upon providing proper proof of
identification.
At the registration counter, shareholders will
receive a printed ballot for the general meeting upon providing
admission card(s) or proof of identification.
Shareholders wishing to attend the general
meeting must request an admission card no later than Friday, 28
March 2025. Admission cards can be obtained as follows:
(a) electronically via the
shareholder portal on www.rockwool.com/group/shareholder by using
the password and deposit account information sent directly to all
registered shareholders or MitID;
(b) by returning the completed
registration form to Computershare A/S, Lottenborgvej 26 D,
1st floor, DK-2800 Kgs. Lyngby. The registration form
has been sent to all registered shareholders, who have requested
it, and is also available at the company’s website,
www.rockwool.com/group/agm; or
(c) by contacting Computershare
A/S, by phone, (+ 45) 4546 0997 (weekdays between 09:00 and 15:30
(CET)) or by email, gf@computershare.dk.
Proxy
A shareholder may utilise his/her voting rights
by proxy, provided that the proxy holder substantiates his right to
attend the general meeting by presenting an admission card and a
dated proxy form in writing. The proxy form is available at the
company’s website, www.rockwool.com/group/agm, and can also be
obtained from Computershare A/S.
Computershare A/S must receive the completed
proxy form no later than on Friday, 28 March 2025. The proxy form
may be sent in writing by ordinary mail or electronically via the
shareholder portal on www.rockwool.com/group/shareholder.
Absentee votes (voting by correspondence)
A shareholder may exercise his/her voting rights
by submitting an absentee vote. A form for submitting absentee
votes may be obtained at the company’s website,
www.rockwool.com/group/agm, and may also be obtained from
Computershare A/S.
Computershare A/S must receive the absentee
votes no later than Monday, 31 March 2025. Absentee votes can be
sent in writing by ordinary mail or electronically via the
shareholder portal on www.rockwool.com/group/shareholder.
Publication of documents
The notice including the agenda, the complete
proposals, information about voting rights and capital structure at
the time of the notice convening the annual general meeting, the
audited annual report, remuneration report, the form of proxy and
absentee votes as well as information on handling of personal data
in connection with the annual general meeting will be available at
the company’s website, www.rockwool.com/group/agm, in the period
from the publication of the notice and until and including the day
of the general meeting.
Questions
The company encourages all shareholders to
actively take part in the annual general meeting, by providing
questions to the company’s management on any matters that may
require clarification.
You are welcome to send questions or comments
soonest possible and no later than Sunday, 30 March 2025 to
agm@rockwool.com. We may respond to specific questions directly to
a shareholder while questions or comments of interest for a broader
range of shareholders will be addressed during the meeting.
Yours sincerely,
ROCKWOOL A/S
On behalf of the board of directors
Thomas Kähler, Chairman of the board of directors
Rockwool AS (TG:R90)
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