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
← View all transcripts

AGM 2020

Apr 1, 2020

Niels Heering
Senior Partner, Gorrissen Federspiel

Welcome to the Ordinary General Meeting of Rockwool International. According to Article 7A in the Articles of Association, the Board has decided to ask Attorney at Law Niels Heering to act as Chairman of the meeting. I hand over the floor to him. Thank you very much. Thank you to the Board of Directors for appointing me Chairman of the meeting. The entire meeting will be broadcast directly on the web through the Rockwool website. After the meeting, the recording will also be available on the website itself. We are less than 10 people in the room, so we do meet the instructions issued by the Danish government with regard to the organization of meetings. So thank you to the shareholders who listened to our recommendation not to appear in person at the meeting.

However, it does mean that we are short of voting rights, and we have a participation of about 70% of the voting stock, 84% of the voting stock, and 70% of the capital. So actually, attendance is fairly high in those two respects. The convening notice was published on the company's website and through Nasdaq Copenhagen on the 5th of March this year. On the same day, the convening notice was sent to those shareholders who had requested to receive it. The convening method and the convening notice prescribed in the Articles of Association have thus been complied with. In my opinion, the convening notice contained the information required under the Articles of Association and Danish company law, and I also find that information required to be published after the convening notice has been available on the company's website. So I find the meeting has been duly and lawfully convened.

With regard to whether we are quorate or not, in regard to the topics on the agenda, we have the agenda now on the screen behind me. We see the standard topics to be addressed by the AGM according to the Articles of Association, and then there are two proposals from the Board of directors and one proposal from a shareholder. We'll get back to those proposals. I can say that all the proposals can be adopted by simple majority in case of a vote, and there is not a requirement concerning the number of votes to be represented at the meeting in order for such adoption to be valid. So we are quorate. We are lawfully and legally convened, and we are quorate in regard to all the topics on the agenda. We can now go on to the processing of the agenda.

For practical reasons, we will deal with items one to five in one go. This is in keeping with what we've done in the past, and this means that first we will hear the Chairman of the Board who will present the report and also the Annual Report , and then I will come back with regard to the formal adoption. So I now hand over to the Chairman of the Board.

Henrik Brandt
Chairman of the Board, Rockwool International

Thank you, Niels. Dear shareholders, good afternoon and welcome to the AGM of the Rockwool Group 2020. I mean, there are no people here really, but hopefully many people are watching online. Given the current pandemic, COVID-19, it's a very different general meeting than what we're used to. We comply with the guidelines of the Danish authorities to limit the number of people gathering at one place, and we've taken other measures to reduce the risk of exposure. We appreciate your cooperation and understanding. The current circumstances notwithstanding, let me start by saying that I'm honored to speak to you for the last time as your Chairman because when the Board has been elected, it's time for me to say goodbye.

Thomas Kähler will take over as the new Chairman of the Board, provided that this is approved by the general meeting, that the recommendation from the Board is adopted. I'm proud of what Rockwool has achieved, and I am very optimistic about the long-term future of the company. The COVID-19 pandemic doesn't change the fact that climate change and urbanization remain the two of the most important conversations of our time. Rockwool has developed a consistent, incredible voice over the years. We provide products and knowledge that help communities address challenges related to these mega trends. Our stone wool products help keep families and communities safe from fire. They significantly reduce energy consumption. They improve indoor health and well-being. They help professional growers in greenhouses and urban farms. They produce more efficiently and safely, both in greenhouses and what we call urban farms.

In urban areas that are threatened more frequently by severe storms, our products help reduce the risk to lives and property from the flooding that sometimes follows. As society shifts from an economic model based on consumption and waste, now we will use circular principles, and our products are able to help lead to a transition of the building sector. That is the essence of our story at Rockwool. We develop products that make a positive difference to the lives of people around the world. A bit about the business in 2019. The year under review was good, but also challenging for our company. Market conditions were mixed and volatile. Political, economic uncertainties emerged and subsided only to re-emerge. We navigated well. We are financially strong. We continue to invest in ever more advanced production facilities, new technologies, product innovations, strategic partnerships, and better services for our customers.

Some of the major investments we've made are the new factory in Romania. We've expanded capacity in Poland and Germany, and we've upgraded our logistics at our factory in Wales, in the U.K. Construction of the new factory in West Virginia, in the US, is continuing. We expect to start operations early 2021. In Moss in Norway, our large-scale electric melting technology pilot project is well underway. This is a new technology, innovative, and we think that it will reduce the carbon emissions by 80% and waste going to the landfill by up to 95%. What we learn from this project, we will apply to other parts of the group as part of our overall strategy to reduce our carbon footprint. At the main office, the head office in Denmark, we opened our new laboratory where we can test and develop new products and processes by means of top-leading technology.

I'm happy to say that our customers are telling us we're on the right track. Our customer satisfaction score is called the Net Promoter Score. It's been used many places. It improved for the fifth year running. Went up from just over 43 to almost 50, so more than 6 percentage points up over the previous year. Looking ahead, the coronavirus crisis introduces an element of uncertainty. It will have negative effects for the industry. We monitor developments, continuously adapt our responses accordingly. We will remain agile as always, focus on productivity and customer needs. Let me say a few words about the corona crisis a bit later on in my presentation, but with this introduction, let me continue with our sustainability and our financial results in 2019. But first, a bit about our Sustainability Report .

Before I address the market situation, our financial performance, I'd like to share a few thoughts about our 2019 Sustainability Report that we published on the 19th of March. It gives a comprehensive overview of the impact of our company on the climate and what we do to improve. We made a commitment in 2016 to contribute to the UN SDGs. We picked 10. Through our products, we have the greatest impact, which we systematically measure in order to maximize benefits. As a manufacturing company, we obviously consume a lot of energy to produce our products. The report shows, however, that we have contributed positively to reducing our CO2 emissions because of the energy-saving properties of our products in particular. If you look at building insulation that we sold in 2019, over its lifetime, it will save 100 times the carbon emitted in its production.

The year under review was the first time we were able to document our contribution to SDG 8, Decent Work and Economic Growth, which is the direct value and also the socioeconomic value of the energy our products save. Much of this value will be created in small communities where we tend to have our operations. We contribute to what is often hardly needed: earnings and growth. Let me say, just for the sake of order, when we talk about impact, we are referring both to our products and our production. So we want to maximize the positive impact of the former and minimize the negative impact of the latter. Both things are important, and we track our progress closely in these two areas. So the sustainability report.

In 2019, we made strong progress in achieving our sustainability goals, including water use, waste to landfill, lost time injury, and increase the number of countries where we offer to reclaim waste for our customers. Biggest improvement, that was the reduction in waste going to landfill, a reduction of 18% over the previous years. That's good to see. So the investments we've made in recycling plants at many facilities have really paid off, and we expect this clearly to continue. Since 2015, we have doubled the number of countries where we offer these recycling services for stone wool. This service is offered in more than 11 countries. We are close to getting. We will, in 2030, we'll certainly reach our goal of 30 countries.

In Denmark, we were proud that two weeks ago, we were able to announce that the goal to reduce absolute CO2 emissions and carbon intensity, that's the emission per ton produced, we were able to reduce that by 70% compared with 1990, and we want to reach the goal by 2030, so we are showing that energy-intensive manufacturing companies such as Rockwool can meet Denmark's 70% national greenhouse gas reduction commitment while keeping production and jobs in this country. It's also worth noting that as the first company in Denmark, we've launched an investment analysis focusing on ESG data, so environment, social, and governance issues, so we can share progress and our sustainability initiatives, and we can get feedback from analysts who monitor developments closely. Let me say a few words about the finances and how did it go in 2019 and what are our expectations for 2020 and beyond.

Relative to our forecast at the beginning of 2019, sales have grown less than expected because of mixed market conditions in insulation business and deceleration in global growth. It was the slowest growth since the Eurozone debt crisis. Despite these headwinds, our full-year financial results were strong. Our net sales grew 2.2% in local currencies, in EBIT, an EBIT margin of 13.5%, and an all-time high net profit of EUR 285 million. The return on the invested capital reached almost 22%. We are net debt-free with a net positive cash position of EUR 269 million. On behalf of the Board of directors, I want to thank our CEO, Jens Birgersson, the group management, and our 11,500 dedicated employees for the results you have all contributed to achieving. Well done. Stellar effort. We saw a variation in market conditions in 2019, as I said initially, particularly in the insulation business.

Key markets such as France, the U.K., Russia, and North America remained positive, while Germany, Eastern Europe, and Asia slowed down. Overall, global growth decelerated to the slowest pace since the Eurozone debt crisis, with trade tensions and other geopolitical uncertainties that have a negative influence on our business. Growing demand for stone wool insulation, however, supported good growth for the Rockwool Group in several key markets, most clearly in the U.K., where regulation and increased awareness on fire safety have driven demand. Also in France, the focus on energy efficiency to reduce CO2 emissions, and that focus has spurred renovation, thereby the insulation of buildings. Most central and northern European markets performed well, but the Eastern European markets, there was a slowdown following record-high demand in 2018. With the exception of Russia, they continued the positive development throughout 2019.

In North America, we saw steady development in sales driven by growing demand for non-combustible building insulation and horticultural growing solutions. China and many Southeast Asian markets declined or grew at a slower pace. Continued urbanization, expecting tightening of building regulations, will be long-term growth drivers for Rockwool in these markets. Construction growth in 2019 was positive in both key markets, but the level of growth was losing speed, and we do expect the market to deteriorate in 2020 because of the corona situation. A bit about the most recent development. There are two things that I'd like to share with you regarding different parts of the business. Firstly, earlier this year, we reached an agreement with the Chinese authorities to relocate our Guangzhou factory to another location in the same province.

We had good cooperation, very positive cooperation with the authorities, driven by the need for more housing in the area where our factory is currently located. So we are planning to relocate the factory within 24 months, and at the same time, we will upgrade the technology we're using. The second is our acquisition of Parafon. They do acoustic ceilings. They used to be a subsidiary of Paroc, a part of Owens Corning in the US. Parafon is well known for its quality, a strong brand in Sweden and Finland, so it's a good geographical match for Rockwool. So we are happy to welcome Parafon's about 60 employees, welcome them into the Rockwool family. Another matter, we have received a shareholder proposal from a shareholder in West Virginia in the US.

As noted in the notice convening the AGM, we do appreciate the concerns expressed, but it's the same proposal that was submitted and rejected last year. Again, this year, we will reiterate our view. The company finds that the company adequately discloses relevant risks and material impacts in the annual report and in the sustainability report. The Board further notes that we do observe local and national regulations when we site new manufacturing facilities. The shareholder's proposal specifically addresses the discharge of water associated with the manufacturing processes. The Board also emphasizes that we do not discharge production process wastewater into waterways or the ground at any of the company's manufacturing facilities, and that is why the Board directly does not support the shareholder's proposal. Let's take a closer look at the year under review in the different areas.

Globally, net sales reached close to EUR 2.75 billion, 2.2% growth in local currencies. The systems segment performed particularly well. After a strong start to the year in the insulation segment in Western Europe and in the systems segment, we saw in the latter part of the year a weakening of market conditions in insulation, particularly in Germany, Asia, and Eastern Europe, but again, with the exception of Russia. As sales slowed after the first quarter, we aligned our capacity at our factories to match slower growth in the market. So we maintained or even improved our productivity at our factories. Sales price development, product mix, and later in the year, also input costs on raw materials were favorable in 2019, while inflation on logistic costs remained high. Due to high pressure on the factories, especially in 2018, 2019 was also a year with an increase in maintenance activities.

Now, compared with the outlook, we announced at the beginning of 2019, sales growth slowed more than expected, but earnings exceeded expectations due to the factors mentioned. The insulation segment reached EUR 2.077 million. It's a slight decline of 0.3%. Sales decrease came from the building insulation business in Eastern European nations, partially offset by an increase in Western Europe and by the sandwich panel business. So EUR 2,077 million that was. The systems segment, that was EUR 670 million, an increase of 10.5% in local currencies. There was an increase in systems segment, especially Grodan, performing well. And the insulation segment accounted for 75% of group sales in the year before, was 77%, and in 2019, 75%. The group EBIT was strong in 2019, EUR 372 million. That's 9% better than in 2018. The EBIT margin grew by almost 1 percentage point compared with 2018, and we reached 13.5%.

The increase in sales prices counterbalanced the negative impact from the increase in input and logistic costs, including higher costs for warehouses. In the fourth quarter, we saw a positive effect from lower input costs on raw materials. Operational efficiency improved as we continue prioritization of cost savings throughout the year. We focused on driving efficiency, but we still invested in new competencies and digitalization and growth initiatives that helped improve our profitability throughout the group. Compared to 2018, group profitability was negatively affected by startup costs planned, startup costs for the new factories in Germany, Romania, and the U.S. That was about EUR 12 million all in all. Profitability by segment, the insulation business reached an EBIT of EUR 269 million in 2019, an EBIT margin of 11.3%. That's at the level of 2018, as operational efficiency compensated the startup costs that I mentioned.

The systems segment generated an EBIT of EUR 103 million and EBIT margin of 15.1%, actually 2.7% at this point, higher than in 2018. If we exclude the positive impact from the settlement in the law case, in the case in Rockwool, North America, that was EUR 10 million. If we disregard that, the EBIT margin was 13.7%. That's up 1.3% at this point, and all business units contributed positively. A bit about the cash flow of the year. Rockwool is net debt-free with a positive net cash position of EUR 269 million, down EUR 111 million, but that was because of higher planned investments in 2019. The cash flow from operating activities was EUR 402 million, almost at the level of 2018. This indicates a stable inflow of cash from operations.

The free cash flow was EUR 2 million, a decrease of EUR 194 million compared to 2018, but this was because of the higher investments and also because of higher tax payments. Now, investments for the year, as I said, reached EUR 400 million in line with our latest expectation. That is an increase of a full EUR 178 million compared with 2018. When we exclude acquisitions and the sale of listed securities in Flumroc, that was EUR 18 million in 2018. The largest individual investment, most investments in 2019, that's the factory in the U.S. and Romania and the expansion in Germany.

The new Romanian factory is now operational and is running as expected. In addition to these capacity-related investments, we continue to invest strongly in R&D, new technology to improve our competitiveness and environmental footprint, marketing, branding, and digital solutions to make it easier for customers to do business with us.

A bit about the share price. Both Rockwool's share categories experienced a decline in 2019. The A share down 1% and the B share down 7%. There was an increase of 23% in the benchmark index, STOXX Europe 600 Construction & Materials index, and an increase of 26% in the Danish OMX C25 index in 2019. Now, but consistent with our policy to pay out a stable dividend, at least 1/3 of the net profit after tax, we are pleased to propose to the AGM the payment of a dividend of DKK 32 per share for the financial year 2019, representing 1/3 of the net profit after tax. This is an increase of 7% over the year before. Obviously, there's a formal vote about that later this afternoon.

As announced in February, we will adjust the company's capital structure through a share buyback program totaling up to EUR 80 million. As part of this initiative, the company will purchase a maximum of 250,000 A shares and 400,000 B shares. At the 2021 AGM, the Board of Directors will propose that the shares that are bought back under the program be canceled as part of reducing the company's share capital, and the outlook for 2020 well, as we announced last week, we have suspended our 2020 outlook because of uncertainties relating to the corona crisis. In this connection, I'd like to note that sales and financial performance until now actually were slightly higher than last year and were in line with expectations. But the corona situation is changing rapidly from day to day. It's still too uncertain to say anything about the financial impact on the group.

We have suspended our 2020 outlook until we have a more accurate assessment of the impact that will be on our business. Our expectation is that market volatility will continue and overall business conditions will deteriorate as the coronavirus pandemic unfolds. We'll come back with updated expectations as soon as market conditions have stabilized and we're able to make a reasonable assessment of the impact of the corona situation on our business. The Rockwool Group is financially strong with an equity ratio close to almost 80%. We are net debt-free. We have long-term unused committed credit facilities exceeding EUR 400 million. We are taking appropriate measures to protect the health and well-being of our colleagues so we can continue delivering to our customers, taking into account, obviously, government-imposed restrictions in the facilities and locations where we operate. Our organization is robust and flexible, agile. We will adapt to evolving circumstances.

We can remain confident there will be a long-term demand for stone wool. We will also continue the share buyback program. We maintain the current dividend proposal that we'll vote on later on here today. It has been a great privilege for me to serve as your Chairman. This is my last general meeting, but I will certainly continue to follow developments in Rockwool with great interest. This is really interesting. On behalf of the Board of Directors, let me conclude by thanking the management team and all employees for the hard work and good results you have created.

Very well done indeed. I'd also like to thank my colleagues on the Board for the good cooperation I've enjoyed over the years. And finally, obviously, I want to thank you, our loyal shareholders, for your continued investment and support for the Rockwool Group. Thank you so much .

Niels Heering
Senior Partner, Gorrissen Federspiel

Right.

That was the presentation of the report by the Chairman of the Board and also the presentation of the annual report for 2019, and Mr. Brandt said that this was a special set of circumstances this year, and it's true that we have to do things a bit differently from when we have people present in the room. I have received a couple of questions and communications from the Danish Association of Shareholders, and I have also a paper here from the representative from that association, so I will read out his document here, and then we can hear the replies from the Board. The Danish Association of Shareholders safeguards the interests of small and medium-sized shareholders in Denmark. We wish to develop a healthy shareholder culture in Denmark. We participate in a number of AGMs every year, and we announce our focus points to shareholders.

I, myself, is a shareholder. Thank you for the report. It is a good set of accounts. Rockwool is a solid business and is net debt-free. In 2019, it continued the positive development in earnings and key figures that we've seen in the past, despite a volatile world, both when it comes to political and economic conditions. It's also positive to see that Rockwool contributes to the green transition of our society with focus on reducing CO2 emissions and won the Business Climate Prize 2019 at the Zero Conference in Norway. The dividend, according to the proposal, will be raised by about DKK 2 to DKK 32, corresponding to about 1/3 of the net profit for the year after tax. Together with the proposal for a share buyback program amounting to EUR 80 million, this is satisfactory.

What was it like to be a shareholder in Rockwool in the past year? Well, the B Share declined by 7%, the A Share by 1%. This is slightly below the performance of the general shares in the OMX C25 that increased 26% and the 23% increase in the STOXX Europe 600 Construction & Materials. Well, you should never just judge a company by one year's performance alone, but I'd like to hear if there are any comments from the executive management. One of our focus points in the Danish Association of Shareholders is to focus on the extent to which members of management invest their own money in the company, which means that they have their hand on the cooker and that they share interests with other shareholders.

It doesn't appear from the annual report to which degree members of the Board and management have invested in the company, but we've had several reports in the fall about Thomas Kähler and Søren Kähler being granted a considerable number of shares as presents. The shareholders' association would like information about the shareholdings of Board and management members to be available in the annual reporting future, and we would like to hear to which degree members of the Board and management have shares in the company now. One of our other focus points this year is how Danish companies protect themselves against cybercrime, which has been really expensive to Danish companies in the past years. How have you protected Rockwool against cybercrime? And to what degree do you in management consider that there's a possibility of an adverse effect on earnings in case of things being really bad?

My last question has to do with whether there's equal access to information for all shareholders, both large and small. Does major shareholders get access to market data that smaller shareholders are barred from accessing? To round off, I'd like to wish members of Board management and all shareholders a happy and prosperous 2020. Thank you very much. And I will now hand over to the Chairman of the Board for a reply. Thank you very much, Niels. And thank you to the representative of the Danish Association of Shareholders for the good questions put in his paper. Let me just give you a brief summary of the questions and then a reply. The first question had to do with the way in which the share price developed in the course of 2019. Our B share declined 7%, whereas other indexes showed increases in share prices.

We always consider the long-term development of our share price. We believe that when we do that, we can also be sure that in the long term, the share price will reflect developments in the company. We are not that focused on the short term. We are not interested in being affected by things that happen in the short term. We hope that it is long-term that is important. Also, I'd like to say that 2019 gave the best top and bottom line results for Rockwool ever. That was my reply to the first question. The second question had to do with whether members of the Board and management invest their own money in the company and whether it appears in the annual report. In the annual report on page 56, you see the percentage of shares held by shareholders that have more than 5% of votes or shares.

In our assessment, a total publication of the number of shares held by members of Board and management individually will not be of interest to anyone else. There is a reference to a present of shares being granted to two persons. That was a question of a family affair and had to do with birthday presents. The third question had to do with cybercrime. As all other companies, Rockwool is exposed to a potential attack against its IT infrastructure. We give very high priority to cybersecurity, and we discuss it on a couple of meetings every year on the Board. We work with prevention of digital theft of our intellectual property rights. We focus in order to contain any business interruption problems as a result of hacker attacks.

We focus on fending off risks on the basis of our own assessments, but we also have conclusions drawn by external IT consultants. We also have reviews by external experts. Part of our measures has to do with testing emergency plans, check of our data streams, and monitoring of data activities. It's an area where work never stops because there are constant threats to our IT security. We will continue our keen focus, and we will continue efforts to be even more robust in future with regard to IT systems in order to protect ourselves against attacks by hackers. The last question had to do with whether there was equal access to all shareholders to information. I can say a resounding yes. All shareholders have equal access to all relevant market data. Thank you very much.

I have not received any other comments or questions from shareholders with regard to the items under discussion. So I will now move to the formal adoption of the proposals contained in item one to five on the agenda. With regard to item one, the Board proposes that the general meeting take note of the Board's report. And as I have received no other comments than the one we've just dealt with, I consider that this is the case. Then item two was the presentation of the annual report. We don't have to do anything in terms of adoption measures there. So I will go to item three. Under item three, the Board proposes that the AGM approves the annual report for fiscal 2019 and grants freedom from liability to the company's Board and management members. We have an audit report.

It appears on page 116 to 118 in the annual report. It is unqualified, which means that there are no reservations, qualifications, or any additional information in it. On the 24th of March, Rockwool decided to suspend its outlook for 2020 because of the uncertainty in relation to the coronavirus. This was announced by the Chairman in his report just now, and this involves a change of the description of the outlook in the annual report. I have not received any comments from shareholders with regard to this, so I conclude that the annual report for fiscal 2019 has been approved. The Board also proposes that this discharge of liability be granted to members of the company's Board and management, and again, I have received no comments or questions from shareholders on this, so I take it that we have agreed to do so.

And then there's the remuneration to the Board for the period until the next AGM in next year's 2021. That is, there's a proposal that all amounts in remuneration be unchanged from last year. There's a basic fee of EUR 360,000, twice that amount to the Vice Chairman and three times that amount to the Chairman of the Board. And then there's an additional fee if you are a member of the audit committee and the remuneration committee, EUR 300,000 to the Chairman of the audit committee, EUR 180,000 for members of the audit committee, and members of the remuneration committee get an extra EUR 90,000. I have received no comments or questions from shareholders with regard to the proposal for the fee or remuneration to the Board, and I therefore consider the proposal adopted.

We now get to the appropriation of profit, and here the Board proposes that the AGM approve the proposal from the Board, which involves the payment of a dividend of DKK 32 per share of nominal DKK 10 or a total dividend of DKK 94 million, as you can tell from this slide. And I would also refer you to the annual report. Behind me, you can also see the proposal for the distribution of profit at group level. There have been no objections or comments from shareholders regarding this, so I find that this has now been approved. Then we get to item six, which is election of members to the Board. According to the Articles of Association, members of the Board are elected by the AGM for a term of one year. Mr. Brandt has informed us that he is not available for re-election.

That also appeared in the convening notice, but the Board proposals re-election of the other members of the Board. I hope I will have them on the screen now. First, Thomas Kähler, then Carsten Bjerg, Søren Kähler, Jørn Tang Jensen, Andreas Ronken. And then there is a proposal for the election of a new member, Rebekka Glasser Herlofsen. The Board, before we proceed to the election itself, the Board also has three members elected by the employees. They are here now on the screen behind me: Connie Enghus Theisen, Christian Westerberg, and René Bindner Rasmussen. The background and other offices of the candidates, well, were shown on the slides. I don't know if you had the time to read them, but you will also find them in annex one of the convening notice and in connection with those that are up for re-election in the annual report.

I will not read out this information now, but make a reference to places where you can find it. If the candidates are elected and re-elected, the Board expects Thomas Kähler to be appointed Chairman and Carsten Bjerg to be appointed Vice Chairman of the Board. There are no other candidates, so that is what is going to happen. I find that all the mentioned people have been elected, alternatively re-elected to the Board. Item seven, appointment of auditor. The Board proposes the re-election of PricewaterhouseCoopers as the auditor of the company. In the convening notice, it is stated that the audit committee has not been affected by any third parties and has not entered into any agreements with third parties that would restrict the general meeting's election to only certain audit companies or auditors. Any comments? No.

I conclude that PricewaterhouseCoopers has been re-elected. Then we go to item eight, which is a proposal from the Board and from shareholders, two from the Board, one from a shareholder. The first proposal is kind of a standard item. It has to do with authorizing the company to acquire treasury shares, both A shares and B shares, with a total nominal value of up to 10% of the company's share capital and that the price paid for these shares should not depart more than 10% from the listed price at the time of acquisition. I'd like to hear if there are any comments or objections. That is not the case. I take it then that this has been approved. Then we go to 8B. This is the approval of a new remuneration policy for members of Board and management.

Here, the Board proposes that the AGM will approve the new remuneration policy adopted by the Board and which applies to members of the Board and management. It fulfills the new requirements in the Danish company law, more specifically in Article 139 and 139a of that law. It has been annexed to the convening notice as annex two and has been available on the company's website since the meeting was convened. If this new policy is approved, there will be a change in the Articles of Association. Some provisions will be deleted, and there will be a change in the sequence of the articles. If there are any questions, there are not. Okay. This has then been approved. And now we go to item 8C.

Henrik Brandt
Chairman of the Board, Rockwool International

Under punkt 8C. 8C is a proposal from Timothy L. Ross, a shareholder.

He is proposing that the company should prepare an assessment that goes beyond existing legal requirements concerning practices for minimizing negative consequences, particularly for children, when the company sites its production facilities and connection with the use, storage and discharge of water in connection with its production. The full proposal and its motivation have been described in the complete proposals, and the Board has stated the Board does not support this proposal. Now, Tim Ross is not able to be present, obviously, and that's why what we've done is that I'm going to read out his motivation for the proposal first. So this is a quote from the shareholder. He says. Jens Birgersson and Board of directors and fellow shareholders. I regret that I cannot attend the meeting in person. I would very much like to offer these remarks face to face, but these are unusual circumstances. I thank Mr.

Heering, Chairman of the meeting, for presenting my comments to you this afternoon. The Board of directors say that they won't support the resolution because they didn't last year, and this resolution is identical to last year's. I wish they had given it closer attention. The two resolutions are not identical. This year, the resolution includes guidelines from the World Health Organization that supports my proposal, as shareholders who read the supporting statement can see. Regardless, this proposal deserves consideration again as the company's actions continue to risk our investment.

This year, I added, and this is still a quote, the assessment of the results of the company's policies and practices on siting Rockwool manufacturing facilities near schools should reflect and be no less rigorous than the guidelines and standards for siting schools developed by respected the experts and authorities on this topic, such as the World Health Organization, U.S. Environmental Protection Agency, and relevant local and regional jurisdictions, such as states, among others. That such guidelines and standards would not allow for the siting of a new school near Rockwool facilities should be indicative that the location of a new Rockwool facility near existing schools would also, by reason, be contraindicated, particularly when factoring into such statement the availability of other site options.

Here is the heart of my request: that Rockwool prepare and publish an assessment above and beyond existing disclosures and those required by law of the results of company policies and practices to minimize the adverse environmental and community impacts, particularly to children, from the company's siting of its manufacturing facilities, as well as from the use, storage, and discharge of water associated with its manufacturing processes. The Board replies. The Board of Directors emphasizes that there are no production process wastewater discharges into waterways or the ground at any of the company's manufacturing facilities. These two things are not the same. The Board further states. The Board of Directors further notes that the company observes local and national regulations when locating new manufacturing facilities. What they mean is that they meet the bare minimum of local and national regulations.

I think you will agree that meeting the minimum requirements in the U.S. are far different than wholeheartedly following the guidelines of the World Health Organization, both in perception and expected outcomes. My fellow shareholders, all I'm asking is for this company to do more than the bare minimum. Last year, Mr. Birgersson said during our meeting, after the annual general meeting, that Rockwool policy is not to build factories closer than 500 m to schools. I would like for him today, in his reply to my comments, to explain how Rockwool came up with this distance and why it is more reasonable than what is the World Health Organization and other agencies' policy. I have listed in this year's resolution. Rockwool keeps insisting that they do follow the law and regulation, but the bare minimum is insufficient.

Rockwool has done everything possible to avoid public hearings and comments in West Virginia. Look around the world today, and you can see what happens when countries and companies do the absolute minimum to protect their citizens and shareholders. Lastly, we are facing a global recession as a result of COVID-19, which could affect market dynamics and reduce demand for months and years to come. Rockwool have shut down some plants across the world, yet continues to build in an area where they are not welcomed. No matter what management says to the analysts, the process and court cases continue. It isn't just the weather causing delays in West Virginia, and by not supporting my resolution, the management of the company continued to put this company and its shareholders, you and I, at risk. Thank you for your attention and for considering my words and to support my resolution.

Unquote , that was the end of the speaking notes from the shareholder, Timothy L. Ross. The Chairman has already commented upon the proposal for the resolution, but there is another round of comments if you want. Tak, Niels. Bestyrelsen. Yeah, thank you, Niels. The Board has understood the worries that Mr. Ross expresses. For the sake of order, let me express that the shareholders' point of view this year, they do have additional comments, but basically, it's the same proposal as last year in the essence, and it wasn't approved last year. This year, again, the Board finds that we do publish relevant risks and major impacts in our annual report and our sustainability report. So, like last year, the Board of directors cannot support the proposal from the shareholder .

Niels Heering
Senior Partner, Gorrissen Federspiel

Right.

I can say that I have not received any further comments from other shareholders in relation to the proposal. On the basis of the proxies received and whatever else is available from other shareholders, and I have already given you the numbers about that, I can tell you that the proposal has been rejected by a considerable majority. We will now proceed to Item 9 . Any other business? This is the last item on the list, and at the present stage, I have received nothing from shareholders by way of comments or questions to be dealt with under item nine. The formal agenda has now been exhausted, and I will now hand over to Thomas Kähler, the new Chairman of the Board. Thank you very much, Niels. Dear shareholders, thank you for re-electing me, dear Henrik.

Warm thanks for the huge job you have done in your capacity of Chairman of the Board of. You have been a dedicated and professional Chairman and also a member of the Board from the first day to the last. Thank you very much, and thank you very much for good cooperation. In these corona-infested times, I'm not allowed to shake your hand, but I can give you some flowers to bring home and enjoy. Thank you. Tusind tak. Thank you very much, Thomas. It's been a pleasure being the Chairman of Rockwool. I have really appreciated cooperation with the rest of the Board and with you, and I have also appreciated the cooperation I've had with our CEO, Mr. Birgersson, and his colleagues, and I wish you all the best in future.

It is a fantastic company, a fantastic agenda, and I really look forward to following your prowess in future. Og vi afslutter generalforsamlingen nu. And the meeting is hereby.

Powered by