Rockwool A/S (CPH:ROCK.B)
Denmark flag Denmark · Delayed Price · Currency is DKK
187.30
-4.40 (-2.30%)
At close: May 8, 2026
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EGM 2022

Aug 31, 2022

Thomas Kähler
Chairman of the Board, ROCKWOOL

Dear shareholders, good morning. Welcome to this extraordinary general meeting of ROCKWOOL. Pursuant to Article 8 A of the Articles of Association. The board has decided to appoint Attorney at Law Anders Ørjan Jensen, Chairman of the general meeting, and I hand over to him.

Anders Ørjan Jensen
Attorney at Law and Chairman of the General Meeting, Gorrissen Federspiel

Thank you very much, Thomas. My first job is to look at whether the meeting is quorate and has been legally and lawfully convened in relation to the business on the agenda. The AGMs, also the extraordinary ones, must be convened with a maximum of 5 weeks, minimum of 3 weeks notice, and this was on the fourth of August in the appropriate manner on the company's website and through the Nasdaq Copenhagen's information system. We have a very short agenda for this meeting.

We have one item only, and it is a proposal from the board, so it may actually be approved by the meeting regardless of the number of people turning up and number of votes handed in. The meeting has been legally and lawfully convened and is quorate in relation to the business on the agenda. The proposal is about using between EUR 100 million and EUR 200 million in support of the reconstruction of Ukraine. It will be decided by the board how to provide for support to relevant projects that are specifically intended to reconstruct Ukraine. This may be in the form of cash, materials, and other, specific services, but it must be in areas where the Ukrainian government has full control. The question as regards to when the amounts will be vested will be decided by the board alone.

There may be specific circumstances according to which or that may dictate that it is not the appropriate time to make these investments. Let's hear from the Chairman of the Board about the details. Thank you very much. Just one thing. This is a question of Danish krona and not euro as our chairman said. Again, good morning and welcome to this extraordinary general meeting. As the Chairman has already said, there's only one item on the agenda, but it's an important one. It has to do with seeking approval from the shareholders in the period from now and until the ordinary general meeting this year to spend between 100 and 200 million DKK on the reconstruction of Ukraine.

As I said at the ordinary general meeting in April this year, we are determined to play an active and visible role in the reconstruction of Ukraine, and this is the effort that we are now ready to begin with the support of our shareholders. We would like to contribute financially and with know-how and with building materials through the reconstruction of Ukraine. It's been important to the board of directors to follow up on what we envisioned at the ordinary AGM and to present concrete measures to actively support and realize our intentions. This is not just, we think, about sending a check. It's very much a question of helping develop and execute on-the-ground projects that will make a direct contribution to the rebuilding of Ukraine. Let me give you a brief update.

The management of ROCKWOOL has set up a project organization that will be responsible for all coordination. It consists of colleagues from the head office and the local leadership teams in Poland and Ukraine. We've asked the project organization what kind of support that we are capable of providing and where the actual security situation will allow us to operate in the near term. The project organization has appointed the Chernihiv region. This is in close dialogue with the governor of this region. Since then, we've had very constructive talks with both local officials in the region, and we've been able to discuss how best to support their reconstruction efforts in the dialogue we've had. The governor's office tells us that approximately 6,000 buildings in the region have been destroyed by the war. Of these, approximately 80% are residential constructions.

The local administration has identified a number of projects that involve the reconstruction of new or the reconstruction of damaged residential and educational buildings, where they believe our support would be valuable. Last week, we, the local government and ROCKWOOL signed a letter of intent with the region with an outline of our mutual commitment to support reconstruction projects. We want to meet the most immediate needs, and this is what the governor said when he signed the letter of intent. He said, "More than 90% of the destroyed or war-damaged buildings in our region are civilian infrastructure, in particular, housing.

It's very important to help rebuild housing where needed as soon as possible." Today, I had a productive meeting with the ROCKWOOL Ukraine country manager, Sergey Kurdyukov. We find it very valuable that a strong manufacturer in the field of construction with foreign investments is ready to help the Chernihiv region. Thank you very much. I look so much forward to getting started. We at ROCKWOOL also look forward to getting started. In addition to contributing financially and with products for the reconstruction, we will also be engaged in the design and project management of the building projects. We will cooperate with the local authorities in selecting contractors and other suppliers, and we will also be involved in the supervision of the construction process itself. The collaboration will also include project terms and conditions, budgets, and other relevant matters.

It will take time before these large projects will get physically underway, and in the meantime, we would like to help the local government in the region with an urgent effort to prepare for the coming winter. This effort will primarily be aimed at establishing suitable shelter for citizens in the region. In this way, we will try to meet the need for help here and now, and at the same time, we will plan and prepare for the actual reconstruction projects. On behalf of the board of directors, I'd like to conclude by saying thank you to ROCKWOOL's management and the employees involved for their efforts thus far in relation to this initiative. Also, a warm thanks to our shareholders for your support in this matter and for your continued support and investment in ROCKWOOL. Thank you very much.

Thomas Kähler
Chairman of the Board, ROCKWOOL

Thank you to the chairman of the board. I can tell you that 81% of the capital was represented at the meeting, and 93% of all the votes. This is a very high proportion, and proxies and postal votes have been received amounting to 99.9% of the capital. Any questions or comments to this proposal presented by the board of directors? We have one question. I'm sorry, sir. Please, approach the rostrum. We are on a live webcast, and we need you to use a microphone. Please also state your name. Go ahead, please.

Finn Tychsen
Shareholder, ROCKWOOL

Thank you. I'm Finn Tychsen. Just one question. I would like to hear whether you coordinate your efforts with the efforts that Ukraine has asked for in relation to Nikolaev, where Ukraine has made a request to Denmark.

Thomas Kähler
Chairman of the Board, ROCKWOOL

The chairman of the board. Thank you. It's a good question. At the present stage, we have no coordination with other actors. We have also seen that the Danish government, as recently as last week actually, granted DKK 100 million to an emergency initiative in a different region in Ukraine. As recently as yesterday, we discussed whether it would be a good idea to talk to them about any experience gleaned and whether there's some way of cooperating. Many countries will be involved in these initiatives, and all forces are, of course, welcome. It's a good idea, and we are thinking along those lines already. Thank you.

Anders Ørjan Jensen
Attorney at Law and Chairman of the General Meeting, Gorrissen Federspiel

Thank you. Are there any other questions? Another one. Please approach the rostrum.

Iben Salin
Shareholder, ROCKWOOL

Iben Salin is my name. My question is the following: We're still at war, and we have factories in Russia.

We don't hear an awful lot about what's actually happening there, and we've seen that the shoe factory ECCO is no longer a supplier to the Danish court. I'd like to hear about your situation as a company. Have you considered what might happen if Ukraine doesn't win the war? Where does that leave us with our factories in Russia, and have we lost everything, or can we sell them in their present stage, state? There are an awful lot of unanswered questions in relation to this war, and it's fine that we wish to help, but there's also a risk for us. The DKK 200 million may all of a sudden be lost if Putin wins the war. I know I mispronounced. I said, "If Putin dies." That was because I heard the news about Mr. Gorbachev. My mistake.

I'd like to hear, when do you intend to start up these projects? Will you begin here and now before the war is over, or will you take speedy action once the war is over? We have a lot of different building systems, but will it be Danish contractors that will go to Ukraine to perform part of the project, or will they be allowed to act as consultants? I think there are so many questions involved in building projects with regard to who does what and where and whatnot.

Anders Ørjan Jensen
Attorney at Law and Chairman of the General Meeting, Gorrissen Federspiel

Thank you. Thank you. Thomas Kähler, the Chairman of the Board, for a reply.

Thomas Kähler
Chairman of the Board, ROCKWOOL

Thank you. A lot of questions. I'll try to cover them all. First, you asked what happens to us if the war ends one way or the other way. Well, we know nothing about that.

We just wish to start up the activities as soon as possible, and as soon as it is safe enough for the people that will be involved. We, on purpose, chose an area that is far away from where the war is actually taking place right here and now. We hope that we can start up the actual construction process fairly soon. Regardless of the outcome of the war, there will be an urgent need for housing. The figures that we hear are horrific. 80% of the 6,000 buildings that have been destroyed in this region alone consists of housing. We know that Ukraine has very cold winters, so we hope that we can help cover the need for shelter in the wintertime. You also asked about the contractors that will be involved.

We definitely have the intention of using local contractors, but we will be providing the expertise that we have accumulated in the group to make sure that the projects will run in an appropriate manner, and we will help with the design and planning of the buildings involved. The construction itself, we expect to be handled by local contractors with assistance and building materials, most of which are likely to be provided from outside Ukraine. The second part of your question had to do with our activities in Russia. They have nothing to do with this topic or with this item on the agenda. Of course, it has been mentioned in the media. As you know, and as we also discussed at the ordinary general meeting this spring, we've decided to uphold ownership of the four factories in Russia.

The reason being that we find it would be inappropriate and unethical to hand these factories over to the Russian regime or to the oligarchs of Russia. That decision will be upheld. As I said, we find it is the most sensible thing to do in view of the current situation. Thank you.

Anders Ørjan Jensen
Attorney at Law and Chairman of the General Meeting, Gorrissen Federspiel

"Thank you very much," says the chairman of the meeting. Any other questions or comments? That doesn't seem to be the case. I conclude then that the proposal has been approved in view of the postal votes and proxies received. There is one comment. I actually closed the item, but I think it's okay for you to take the floor. Yeah, it's fine, but you need to come up here, sir, because we can't hear you. I'm sorry. Please come to the rostrum. Because we are live streaming this, you need to use the microphone.

David Nielsen
Shareholder, ROCKWOOL

I'm David Nielsen. I'm a shareholder of ROCKWOOL, acquired a shareholding recently. I support the professional management. I think it's fine to stay in the Russian market. We cannot give them world level technology for free, but we should help the Ukraine. Sorry, I arrived late for this meeting, but I hope it'll be DKK 200 million and not DKK 100 million that will be provided in support. The chairman of the board for a comment.

Thomas Kähler
Chairman of the Board, ROCKWOOL

Thank you very much for that question. I understand your question because there is a considerable span between DKK 100 million and DKK 200 million.

We would like to spend EUR 200 million, but we know that it is a country at war, and it's a type of project that we have not been engaged in previously, so we also try to be realists. What we intend to do as a board is to make sure that the money we may not have time to invest before we reach the ordinary general meeting next year will be spent after that. We will put that forward as a proposal at the ordinary general meeting next year. Thank you.

Anders Ørjan Jensen
Attorney at Law and Chairman of the General Meeting, Gorrissen Federspiel

"Thank you," says the chairman of the meeting. I think that we have now concluded the debate. The proposal has been adopted. Thomas, would you like to round off the meeting in a formal way?

Thomas Kähler
Chairman of the Board, ROCKWOOL

Well, thank you. Thank you, Anders, for helping us make it through the agenda. I am so honored that such a large proportion of our shareholders support this proposal. We have a huge job ahead of us on the board. We must make sure that this is all done in a manner that will provide the best possible benefit to Ukraine. Thank you very much for your support and good luck to management. Thank you very much.

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