Good afternoon, everyone. A warm welcome to the ordinary general meeting of ROCKWOOL. In accordance with the articles of association, the board of directors has decided to appoint Anders Ørjan Jensen, attorney at law from law firm Gorrissen Federspiel, chairman of the meeting, and I hand over to him.
Thank you very much, Thomas. I have a few formalities as usual. First of all, I need to conclude whether the AGM has been lawfully convened and is quorate. I have been through the convening notice and the material that has been uploaded to the website, and I can say that all the documents and all the requirements are complied with in the Articles of Association as well as the Danish Companies Act. That means that I can conclude that the AGM has been lawfully convened.
Looking at the agenda for today, we have all of the usual items at an Annual General Meeting in ROCKWOOL, as well as two proposals from the Board of Directors. These are an authorization to acquire own shares and also a proposal to reduce the company's share capital.
All the items on the agenda can be adopted by a simple majority, apart from item 9B about the capital reduction, which requires a qualified majority of 2/3 of the votes and the represented capital. We also have a requirement that at least 40% of the votes are represented at the AGM, and that is also the case today. That means that the AGM is competent to transact the business on the agenda for today.
Before we get to the agenda itself, I can tell you that 166 asked for access cards, and almost 100 are present here today. Of these, 70 are shareholders. Apart from the physical attendees, a number of shareholders have given out voting instructions ahead of the AGM, of course, primarily shareholders from abroad. If you look at all of the votes, we can say that 74% of the votes are represented, as well as 69% of the capital.
Of these votes, voting instructions constitute 96% of the votes and 97% of the represented capital. Based on these voting instructions, we can already conclude that all of the items have sufficient support to be adopted, but of course, we can still have a good and constructive debate at today's AGM.
Now let's look at the agenda, and as per tradition here in ROCKWOOL, we will take item one to three en bloc. We will hear from the Chair of the Board with a report on the company's activities and a presentation of the annual report. Go ahead, Thomas.
Thank you. Once again, good afternoon, everyone. We are gathered here again. On the screen behind me, you see the headings of the various sections of my report. First of all, safety. Manufacturing companies with large and heavy machinery such as ours can be a very dangerous place to work, and we therefore have the highest focus on creating safe working conditions for our many colleagues in factories all over the world.
The general development of safety in the past year has shown a positive development in the number of injuries that have given rise to absence, the so-called LTI frequency, which improved 11%, but unfortunately, there was also an increase in the number of serious accidents at our factories around the world.
There's more work to be done for us in this field, and we will continue work in the coming year to strengthen safety of our colleagues in the workplace. Last year, there were two deaths among employees in production at our Russian factories.
As many will know, for the past four years, we have not been involved with the day-to-day operations of the Russian plants because they have been kept as a passive ownership. That's why we don't know what happened in connection with the two deaths, what circumstances prevailed, or what lessons can be learned from it.
It is tragic that they happened at all, and it is unsatisfactory and highly frustrating that we cannot get clarity about the processes, learn from them, and take the necessary measures to make sure that it doesn't happen again.
Those are the circumstances we've had to work under for the last four years in our Russian business. Let's remain in Russia, because on the 13th of January this year, our four Russian factories, by a decree of Vladimir Putin, were placed under the external administration of the Russian authorities. I want to be absolutely clear about this.
ROCKWOOL and I see it as a blatant breach of all international rules and agreements, and it is indisputably illegal by any standard. We're working with the legal options available to enforce our legitimate ownership of our factories. I will not hide the fact that it looks very difficult, and we have also written down the full value of the factories in our 2025 annual accounts, although we still own them.
We can hope that once the war stops, Russia will want to get its assets back in Europe, and Europe will want to get its assets back in Russia. Have we now regretted holding on to the factories, one might ask, and the answer is no. On the contrary, I remain firmly convinced that what we did was the right thing for us to do.
When Russia began its cruel war of aggression in Ukraine, ROCKWOOL was in a different situation than most other Western companies with operations in Russia. Since the Russian factories only produced products for the Russian market, had only Russian employees, and could buy all raw materials in Russia, we took it for granted that the factories and the Russian business would continue with or without us as owners. We had no possibility of shutting down the company's activities.
If we had given up our Russian business, it was our clear assessment that it would immediately be taken over by the Russian regime or an oligarch. From here, the company would be able to continue to employ the same employees, supply the same products, and pay the same taxes.
On the other hand, dividend payments to the Danish parent company would naturally cease. Our choice was between giving the Russian factories to Russians who wanted to continue the business for free or maintaining ownership. As I'm sure you already know now, we chose the latter solution, but transitioned to passive ownership, treating the Russian subsidiary as if we no longer owned it.
This means that we did not in any way support the company from the Head Office or from sister companies in the form of expertise, spare parts, management, or anything else, just as if the company were owned by others. We also separated the IT systems to make sure that the Russian company could not use the Group's platform and tools.
From here, we only had contact with the company's management as shareholders with a focus on getting as much dividend paid as possible to the Parent Company in Denmark. Also, with regard to the dividend, we chose to position ourselves in the same way as if we had given up ownership. We didn't want the dividend we received from Russia while the country was in a war of aggression in Ukraine to benefit the Parent Company or its shareholders.
We therefore, four times, we asked the shareholders in General Meeting to donate the significant millions we had received in dividends from the Russian company to the Foundation for Ukrainian Reconstruction. In the period from August 2022 to April 2025, ROCKWOOL thus, together with its shareholders, donated DKK 500 million to the fund, which exceeded the dividend payments by approximately DKK 100 million.
In other words, the General Meeting has donated more to the reconstruction of Ukraine than the company has received in dividends from Russia, and I would like to thank you most warmly for that. You may then ask, what have we achieved by holding on to the factories in passive ownership?
Well, for almost four years, we have prevented that an oligarch or the Russian state would get all the turnover and all the profits from our Russian activities, and that was exactly the point of sticking to it. I'm pleased about the DKK 500 million that ROCKWOOL's AGMs have decided to donate to the Foundation for Ukrainian Reconstruction since 2022.
These are funds that Ukraine has already had and can continue to benefit greatly from. Work in the Foundation is underway on several major reconstruction projects. The Foundation for Ukrainian Reconstruction only supports civilian projects in the country, and since it was established in 2023, it has spent approximately DKK 100 million on, among other things, emergency aid, heaters, school buses, and houses.
The Foundation is currently in the process of constructing nine multi-story buildings in Chernihiv and Mykolaiv with more than 450 apartments. Completion of these projects will absorb nearly all of the foundation's remaining funds.
Over the past few years, ROCKWOOL has been the subject of massive criticism of our decision to maintain the business in Russia. I understand full well that it may arouse strong emotions. It has also done so for me and the rest of the management. We had to deal with a very difficult situation.
Some of the criticism has largely been about the fact that we paid taxes in Russia and may have given some people the understanding that ROCKWOOL transferred large amounts of cash from headquarters in Denmark to the Russian treasury during the period. That was certainly not the case.
It is the Russian subsidiary that has paid tax on its profits in Russia, and the company would have had to do that regardless of whether it was owned by ROCKWOOL or by a Russian oligarch. Another part of the criticism was that we just stayed in Russia to make money.
As I said before, it's clear now to everyone that we have donated more to the Foundation for Ukrainian Reconstruction than we have received in dividends from Russia and activities. We haven't made any money in Russia in those years. Of course, we are all greatly affected by the terrible war, such as the one in Ukraine.
If you don't pay much attention to the details, it can be difficult to tell the difference between companies that could effectively shut down their Russian operations and companies like ours, which, if we gave up ownership, would in any case continue to pay taxes and provide income to their new Russian owners.
Fortunately, it's also my impression that there's now a general understanding of our dispositions and a realization that the few other options we had were worse than the one we chose. I'm, of course, pleased about that. As I also said last year, we would rather be criticized for doing what we thought was right, than be praised for doing something we thought was wrong.
By retaining ownership, we have succeeded in stopping investments in our Russian factories for four years, and in withdrawing more than DKK 400 million from the Russian economy, as well as giving DKK 500 million to the reconstruction of Ukraine.
That was a lot about Russia, but I felt that it would be a good thing to, in view of the many resources we have spent, also in terms of time on Russia, to tell you how the story ended. Let's have a look at the rest of the world. Let's go to the US and the EU. Throughout 2025, there has also been significant economic and political turmoil in the international markets in which we operate.
We've seen good growth in the US market, where we are in the process of building a new factory in Washington state in order to meet the strong demand on the West Coast, not least in California, and also on expanding the capacity of our existing factory in Mississippi.
Geopolitical and economic uncertainty also creates challenges, not least in Canada, where the market is heavily influenced by the US tariff policy. In general, there's still some uncertainty in the North American construction market.
In Europe, we've also felt that uncertainty, and geopolitical and economic conditions have affected activities in important markets such as the UK, Germany, and France. In other markets, especially in Southern Europe, the impact has been smaller. On our large factory in Switzerland, on the 9th of October 2025, we had a mechanical accident that caused hot lava to flow onto the factory floor.
Fortunately, no one was injured, and our local factory workers followed safety procedures to the letter. However, the accident meant that production was at a standstill for a few months, and the reestablishment of production entailed additional costs.
Production resumed in January 2026 after have been at a standstill for about four months. Fortunately, the accident was not due to a fundamental design flaw in our electric melter, but rather a mechanical fault on a hatch that couldn't be closed. We've now made the necessary changes in order to ensure it doesn't happen again, neither in Flums nor at any other of our factories.
The green transition. The discussion on sustainability has broadened over the past year. While previously it was predominantly about climate change and CO2 reduction, these important considerations have now been supplemented with other considerations that are also central. Energy efficiency is not just about the climate.
It's about also security of supply, that Europe can become more self-sufficient in energy and at the same time, make itself independent of Russian gas. Many studies show that renovating the European building stock is the fastest and cheapest way out of our dependence on Russian gas.
Lastly, there's a renewed focus on the fact that energy-efficient buildings are simply better buildings. They last longer, and they are better to live in and stay in. Here, ROCKWOOL has an important role to play. Our products reduce by almost 100 times more energy over their lifetime than what is consumed when they are produced.
All this means that the climate agenda has more legs to stand on and is therefore even stronger. We hope, and we expect, that the EU member states will now take serious action and focus on reducing energy consumption.
A good place to start would be the EU buildings, which account for up to 40% of the total amount of energy consumed.
This has been decided with the EU's Energy Performance of Buildings Directive, also known as the EPBD, which will now be translated into concrete initiatives and objectives in the member states. It's gratifying that there are countries that are well on their way here, but also disappointing that other countries are especially concerned with energy production instead of energy efficiency.
The ongoing energy crisis with rising prices will hopefully inspire to intensify efforts to reduce energy consumption. It offers good market opportunities for us at ROCKWOOL, just as well for other Danish companies working globally with energy reducing solutions.
At ROCKWOOL, we have had continued success in 2025 with our own green transition, which is an area that remains a high priority for us. We have maintained the positive development in our work to reduce our own CO2 emissions, and we are actually ahead of our plans.
At the same time, we continue our ambitious program to transition production across our global factories to non-fossil energy sources. In November last year, we committed to new and stricter ambitions for our reduction of emissions by joining the Science Based Targets initiative, which builds upon a maximum temperature increase of 1.5 degrees.
Our previous target was based on a scenario of well below two degrees temperature increase. With the new commitment, we reaffirm our long-term ambition to be net zero emitting by 2050 at the latest. We will be working in coming months to get this new objective validated.
We have experienced challenges in the electrification process. We have the technology, the money, and the desire to electrify, but in several places there is a very long waiting time to get the necessary amount of stable power supply.
In total, we have invested EUR 473 million in new factories in India, the United States, and Europe in 2025, and we have improved both the efficiency and sustainability of existing factories. Unfortunately, we have been forced to close two smaller factories, one in China and one in Norway, which in the long term would neither be profitable nor appropriate to convert to a more sustainable production.
Now let's take a look at the financial performance in 2025. Overall, we are quite satisfied with the financial results for 2025. Excluding the Russian write-down, it is in fact the second-best result in the history of our company. However, it comes right after our 2024 result, which was exceptionally good, and which we have not been able to match completely in 2025.
2025 has presented numerous challenges, and I would like to commend our employees for staying focused and working hard to achieve the goals we set ourselves at the beginning of the year. Revenue for 2025 ended at just under EUR 3.9 billion, which is close to the same as the previous year.
EBIT ended at EUR 570 million before the impairment of the Russian business, corresponding to an EBIT margin of 14.7%, which is 2.7% percentage points lower than the previous year. This decrease is partly due to the factory accident in Switzerland, the slowdown in some markets, and the closure of the two factories I mentioned before.
When we include the impairment of our four Russian factories of EUR 392 million, the profit after tax for the year ended with a small profit of EUR 28 million.
Overall, revenue increased by 1%, which is in fact slightly better than the expectations we had previously announced due to a good end to the year. All in all, we consider this to be a satisfactory result considering the circumstances. If we then look at the results for our regions, let me start with Western Europe.
Here, revenue increased by 1.5%, and this increase is mainly due to the acquisition of Wetherby in the UK in October 2024. In Southern Europe, we experienced a positive sales trend. On the other hand, the important market in Germany was characterized by low activity, both in residential and commercial construction.
Sales declined in the first three quarters, but the development was better in the fourth quarter. In France, sales were at a low level in the first half of the year, but showed progress in the second half.
In North America, sales growth was good, especially in the United States, where we also gained market share. That is, of course, satisfactory, not least in a market marked by political turmoil. In Canada, sales also increased, but less than expected due to tariff and other trade-related uncertainties.
In Eastern Europe, turnover increased by 5%, excluding Russia. Romania, Poland, and Hungary in particular did well. Finally, sales development in Asia was flat despite the acquisition in Vietnam in October 2024. Although we saw positive developments in India, Malaysia, and Japan, this was offset by a contraction in China.
Our results for last year show significant differences across regions within the insulation business. In 2025, the insulation segment grew by 1.5% and generated sales of EUR 3.2 billion. This corresponds to 83% of the group's total turnover.
The EBIT margin for the Insulation segment was 14%, which is a decrease of 2.6 percentage points. As I mentioned before, this decline can be explained in particular by the production halt in Switzerland and in the closure of factories in Norway and China, as well as a decline in sales in Russia.
Now turning to the Systems segment. Revenue here ended at EUR 671 million, corresponding to 17% of the Group's revenue. Rockpanel delivered solid growth while Rockfon in Europe and Asia maintained stable revenue. Grodan experienced declines, primarily driven by lower activity in the US cannabis market.
Overall, this meant that revenue in the Systems segment decreased by 0.5%. The operating margin fell by 2.7 percentage points and ended at 12.2%. Now looking ahead at 2026. I must say that despite what is happening in the Middle East, ROCKWOOL has a moderately positive outlook on 2026.
We expect rising inflation and higher energy prices to prompt some restraint in Europe, with squeezed markets, particularly in parts of Eastern Europe and Canada. On the other hand, we see a long-term growth potential in the United States.
As I have already mentioned, the expectation is that European initiatives on building renovation, not least the so-called EPBD directive, can contribute positively to the development of our business. The same applies to an increased focus on fire safety.
We therefore expect to continue to invest in capacity, sustainability, and market growth in the coming years. Across the business, we expect generally stable markets, but with selected areas of growth. It is expected that over the course of the year, we will be able to balance inflation and higher energy prices with price increases.
In summary, we expect sales growth of between 2% and 4% and an EBIT margin of 13%-14%. Of course, these expectations are calculated without the Russian business, over which ROCKWOOL, as previously mentioned, no longer has control. In 2026, we have also planned a number of investments.
We're expanding our factory capacity in India, Romania, and the United States. At the same time, we also plan to acquire additional land for future factories, and we continue to invest in the electrification of existing factories. I am particularly pleased that our French factory project in Soissons is now progressing.
With the building permit in place, we are ready to take the next step towards this important expansion of our production capacity in Europe. Our share price fell in the last financial year. The A share fell by 11% over the year, while the B share decreased by 12%.
This must be compared to an overall 17% increase in the STOXX Europe 600 benchmark index. There are a number of factors that may have affected the development of our share price. As you know, ROCKWOOL is dependent on the global construction and renovation markets.
During 2025, these were affected in many countries by geopolitical and trade uncertainty. We saw that many major construction and renovation projects were postponed or stopped in certain parts of Central Europe, the UK, and Canada.
At the same time, we could see a significant decline in the reported figures from Russia, which worsened during the year. Unfortunately, this and the postponement of major construction and renovation projects were not foreseen at the beginning of 2025, and as a result, we had to make two downward adjustments during the year.
Along with our Annual Report for 2025, we also published our Remuneration Report for the year. It contains an overview of the remuneration to ROCKWOOL's Board of Directors and Executive Board for 2025, and as always, we will present this report at the AGM for an advisory vote later today.
In 2025, the remuneration to the Board of Directors amounted to EUR 844,000, and to the Executive Board, just over EUR 4.3 million. This is about half of last year's payments, which included a combination of severance pay to the outgoing CEO and an allocation of stock options to the new one.
These amounts are in line with ROCKWOOL's Remuneration Policy, which was approved by the Annual General Meeting in 2024. The figures are shown on the screen behind me, and you can see more details in the Remuneration Report on our website.
Also, in 2025, the Board of Directors conducted its annual self-assessment. Based on the evaluation in 2025, the Board of Directors has concluded that the composition is appropriate and sufficient for the Board of Directors to perform its tasks and support the long-term value creation for the Company and its shareholders.
You can read more about the evaluation in the Annual Report. I would like to take this opportunity to thank my colleagues on the Board for a well-functioning collaboration, great dedication, and a value-creating effort.
On behalf of the entire Board, let me thank all of our managers and employees for their great efforts and the very good results they have achieved in a challenging year. Finally, thank you to all of you, our loyal shareholders, for your continued support and for your investment in the ROCKWOOL Group. We really appreciate it. Thank you.
Thank you to the Chairman of the Board. It's now possible to put questions or submit comments to the report and the Annual Report. We already have one speaker on the list, Klaus Jørgen Sørensen from the Danish Association of Shareholders, and Bjørn Hansen is second on my list. First, let's hear from the Danish Association of Shareholders.
Thank you to the Chair for a comprehensive report and a good presentation of the Annual Report. My name is Klaus Jørgen Sørensen. I represent the Danish Association of Shareholders.
We safeguard the interests of small shareholders, and we work to develop a healthy share culture in Denmark. We have about 17,000 members. ROCKWOOL delivers a comprehensive and transparent Annual Report and Sustainability Report.
It's a solid business, and over the years, it's delivered fine results, and it has focused on the climate-related challenges and the green transition, and how ROCKWOOL will contribute to resolving these challenges.
The company is well-positioned in relation to future new requirements from the EU to energy efficiency in new build projects. As opposed to 2024, 2025 was a year of challenges for ROCKWOOL. The underlying operations were solid, but the total picture was dominated by the massive writedown in relation to the Russian business. It amounted to EUR 392 million.
EBIT less Russia declined by just over 15%, and EBIT, including the writedown of Russia, showed a decline of 73%. The capital structure has been changed, so that ROCKWOOL now has a net debt of EUR 168 million against previously a situation where the cash situation was positive.
My first question is, the Russian authorities' takeover of the Russian business, how does the Board see the risk of the Russian factories starting to export ROCKWOOL's products to countries where ROCKWOOL is already engaged in sales? What possibilities do you have for putting an end to such sales?
My second question, the EBIT margin, less Russia, declined in 2025 from 17.5%-14.7%, and the outlook for 2026 is in the range of 13%-14%. Do you see this decline as a temporary effect of one-off items in connection with factory closures, et cetera, or is this a new structural reality that we simply just have to accept as shareholders?
Question three, in 2025, ROCKWOOL closed down factories in Norway and China, sustaining a loss of EUR 21 million, while at the same time investing massively in new production plants in the US, India, and Romania.
Is this a sign that your global network of factories was not correctly dimensioned, and what is the risk of additional closures? Question four, the US is the company's most powerful growth engine with double-digit revenue growth. At the same time, the local production is complemented with imports from Europe.
How do you think the current and possibly future customs tariff will affect the company's earnings level, and may it also affect the planned capacity expansion in Washington State? We already heard that the B share price declined by approximately 11% in 2025 against 17% increase in the STOXX Europe 600 Construction & Materials index.
In terms of return and earnings, it's been a very challenging year for the shareholders of ROCKWOOL. Thank you to management and employees for your efforts in the past year.
Thank you, Klaus, for your comments and questions. I will try to answer.
Your first question was about the risk that the Russian companies will all of a sudden become our competitors in a number of markets. As you will all know, over the past four years, our Russian business has been held by us in passive ownership, and we know nothing about the daily operations.
That is even more clear after the situation that happened after the 13th of January this year and the Putin decree. There are EU sanctions that prevent the businesses from operating in the EU.
The degree to which the Russian administrator has plans of starting exports to other parts of the world is something we don't know anything about. If the Russian products meet our products in a market outside the EU, you may, in theory, see them as competitors. It's premature to say anything about the legal consequences or other consequences of this.
It is expensive to transport insulation products over relatively long distances. We will have to navigate as the situation involves. You also asked about the decline in earnings, whether this was a temporary effect of one-off items in connection with factory closures or whether it's a new structural reality.
Our EBIT margin without Russia and without donations to the Foundation for the Reconstruction of Ukraine was 14% last year. We expect this year, in 2026 that is, to see new challenges because of geopolitical and trade policy turmoil, and also the effect they will have on operating costs.
We have electrification, and we have capacity increases, we have sales and marketing activities that will lead to an increased cost level, which will affect the 14% level in the short term.
We are trying to make efficiencies, and many of the new technologies we introduce on our production plants increase efficiency, and in the long term, this means that our profitability will grow. You also asked about the two factory closures that we talked about previously and whether more are likely to follow suit.
Our network of factories is good and solid, both in Europe and North America, and the risk of additional closures is limited as we see it. The two factories that we had to close down last year were faced with a lot of investments because of sustainability, and they were located in markets where these investments would not give a satisfactory return in the medium and long term.
Your last question had to do with the US and problems with customs tariffs. It's true what you say, that we have solid growth in the North American market, and we do have imports from Europe, and we also work with efficiency improvements in the production plants in North America, and they are very close to reaching the limit of their capacity.
We don't think that there's likely to be any considerable effect, not in relation to our earnings, nor in relation to our planned capacity increase in Washington State.
Thank you very much, and Mr. Bjørn Hansen has asked for the floor. Again, should anyone else wish to take the floor, please make yourselves known.
Thank you for the floor. My name is Bjørn Hansen, and I represent private shareholders. Congratulations on the good results, and thank you for that good and detailed report.
I think there's a lot of transparency in the company's report, and it's getting better year after year, so congratulations. Now let me get to the serious part. During the course of the year, ROCKWOOL has lost a lot of money in Russia, as you have mentioned, but what is the amount in Danish kroner? Can you tell us that?
I would also like to ask, what have you done? If you have a loss of DKK 3 billion, then how about approaching the Belgian bank that has to do with the frozen assets, the frozen Russian assets, instead of using the Carlsberg method? How far have you gone down that road? Because at some point, the Putin regime will be replaced, and then ROCKWOOL would be able to recover its funds. We have a recent example in Denmark.
There was a cable before Russia became the Soviet Union. We put down cables in the Baltic Sea from Leningrad to Vladivostok. During the period of Boris Yeltsin, an amount was paid to the Danish cable company after 90 years.
Apart from that, I'm happy that you have this foundation. I would also like to ask, I hope that this foundation can have some of its losses covered. It's great that ROCKWOOL pays something out of its own pocket. This really gives rise to confidence and goodwill. Congratulations.
I've had some contact with the EU Commission, and unfortunately, someone from the commission, DG 04, which is the Directorate-General for Competition, and unfortunately, he stopped working there, but he gave me some good advice along the way. He said we should move as fast as possible and really make your losses known year by year.
Make use of the directive, also when it comes to delayed payments. You might not get anything out of it, but on the other hand, you might get some raw materials in return. I really think you should try to reach a settlement if at all possible, because Russia only becomes poorer during the course of the war.
You also touched upon the Foundation and how much have you accrued over the course of the years. I'm glad to hear that you reached the DKK 500 million, and it seems like it is already benefiting Ukraine. What are you going to do in the future? Can we increase this amount? What can you tell us about this, because we would like to contribute to the reconstruction of Ukraine? The share price.
You showed us the share price just before, and we could see a decrease, and it's understandable, of course. Your order backlog and your factories have done well around the different regions, and Danske Bank have said that for the past 52 weeks, the share price has declined by more than 31%.
I can see that just a few days ago, someone called me and said that they bought the share, and I have some Norwegian contacts who called me to ask if I could get some accounts in Danish or Norwegian. I said, well, in Norwegian, I don't think so. When you buy an American share, you just click a button, and you can get the accounts in Danish. Here we have some way to go still, and that a company the size of ROCKWOOL, you could present accounts in Danish.
I was glad to see some material in Danish out here. I will take it home, and I have taken a few copies for some of my acquaintances. Finally, Nordnet has calculated your market value, EUR 7,370,000,000. For 2025, it was EUR 6,369,000,000.
Around EUR 7 billion, that's EUR 1 billion. Where are the last EUR 5 million? Perhaps you can tell me about that. Maybe you can clear that all up for me. Because the loss that you've had via the foundation, isn't that tax-deductible already? Your dividend policy is good, but you could use a tax deduction that would increase the return to the shareholders. Thank you very much.
[Foreign language]
Right. I think it will be Thomas who will take the floor for a response.
[Foreign language].
Thank you very much, Bjørn. I will try to answer the first few questions. I have a few doubts about the last one, but we'll get back to that. Thank you for your praise when it comes to transparency. We really do strive to be transparent.
First of all, you ask about Russia and what the loss has been in Danish kroner. Well, in our accounts, the loss was DKK 2,930 million. The market value of our lost activities is a lot bigger than that, in our opinion.
So far, we still have ownership of the Russian company, which has been put under administration. We, of course, maintain that the Russian business is our property, and we'll see whether, in the future, we can regain control or whether we can achieve compensation via legal channels.
It's probably too soon to say, but we have a number of efforts that we have launched, but to which I cannot speak any further today. You ask about the Foundation for the Reconstruction of Ukraine. As I mentioned in my report, it has used about DKK 100 out of the DKK 500 million that we have put into the Foundation, and it has gone to heating, school buses, et cetera.
Currently, we are building about 100 family homes around Mykolayiv. We also entered into agreements and started the construction of nine large multistory buildings, also in and around Mykolayiv, with a total of 450 apartments. We expect to complete these projects by 2028, and by then, we expect to have used all of the funds in the Foundation. That leads me to the market value.
[Foreign language]
Well, Bjørn, I think your question about market value is something we should take bilaterally afterwards, but there are information about the company's market value on the day of the balance. It's included in the annual report. There's a comment without a microphone.
[Foreign language]
Well, it is included in the account.
[Foreign language].
Right. Great. I'm sure we can find the right figure for you afterwards. Thank you very much, Bjørn. Any other questions or comments? Mr. Keld Beyer?
I am Keld Beyer. I just want to correct the former speaker. The possibility with Belgium has been well used, and I think that the money is not available any longer, just for your information. Others have been there before you. Russia and your business in Russia.
The EU have decided that the Ukrainian war will continue until after the midterm elections in the US That's a very strange decisions because it's been a long war, and we could have achieved peace already in 2022 in relation to Russia and Ukraine. Joe Biden at the time, sent Johnson to Zelensky and said: "Don't stop your war.
We have too much money at stake. It's the UK and the Biden family that is squeezed in terms of money, and that costs a lot of us, also the Danish state, DKK 80 million and a lot of people have lost their lives.
You will never be able to topple the US President, in any case, a waste of money. Your accounts. I'm just an ordinary shareholder, and I don't want to read 240 pages of your accounts. I want to have five-year overviews.
I think we have a problem here because the Danish government apparently doesn't want to take the requirements of Danish shareholders seriously. As a minimum, we should hear what is the share capital when we read the five-year review. It should also state how much do we have by way of treasury shares.
At what values, or at what prices, were treasury shares acquired? When you buy treasury shares, you deduct the amount in the share capital, and then they are booked at zero. There is the intrinsic value, so there's a hidden reserve to be found.
I think it would be nice if shareholders knew what hidden reserves can be found in a set of accounts with this. It would enable us when we invest in ROCKWOOL, and I checked ROCKWOOL out because I felt that the share price was now affordable.
At one point it was EUR 204. You get a small discount right now. It's been higher. I think you will have to wait a couple of years or more before the prices go back up. The company is doing fine. Just some things that I miss in the accounts.
Also the intrinsic value I think should be available, because that would enable us ordinary shareholders to check a lot of things. It requires far too much energy to have to read five sets of accounts in English in order to find out what the level of intrinsic value is.
It's important and there are so many things, tricks that can be used. I think it would be nice if the company could furnish us with this information. The intrinsic value, please, and the dividend that has been paid out over a number of years, that should be an absolute minimum. The same applies to a translation into Danish of the accounts.
All you have to do is to press a button that says, "And now in Danish." Of course, there will be errors, but it would be such an advantage because we are really not experts at reading about this technical stuff in English. Well, I think I've exhausted my list of comments.
Congratulations with the good accounts, and I hope that you manage to find a solution to your Russian business. I'm sure that Putin will be approachable once we are on the other side of the midterm elections in the US We hope to get rid of this horrific war because, well, it really has to stop now.
Thank you very much, Mr. Beyer. Thomas, will you reply to the questions?
Thank you, Keld. The first bit of your comment was more a comment, not actually a question.
As I said to Bjørn Hansen, we are currently looking into what we can do in relation to a loss of control over the production in Russia, and what we will do in the event of different paths of development. Your five-year review contents, well, I've taken note of what you said, and I take it that you've got the information you want in the account, but you want it also in the five-year review.
The Danish version is just by pressing a button. Yes, I agree that you can press a button, but if we press a button, then we are responsible for the Google translation version of the text, and that's why it's a bit more expensive than that. The question is also how many languages should we translate into?
As a shareholder, you are more than welcome to try to press the button, and then we can only hope that the text you get is the right one. I can just tell you that we have no plans here and now of changing the language that we use for financial reporting.
Thank you very much. Any other questions or comments?
Keld Beyer, you're back.
Yeah. I haven't seen any figures at all on the slides behind the speakers. At the AGM, I guess you meet up as shareholders in order to get an explanation of the financial performance. We've seen nothing by way of financial results. I would like a proper presentation of the accounts and an explanation of developments in share capital. That's where the interesting things are going on.
When there's a note in the accounts, I think in view of today's technological level, it would be a good idea for us just to be able to click so that we are taken to the note and then click again and get back to the body text. That would be something that you could do, and it would be to the benefit of the Danish shareholders.
Thank you for that suggestion or input. We will take it home with us, and I hope that in future we will have more time at AGMs to talk about the accounts. Hopefully, we will not have the same kind of issues that we need to talk a lot about at the AGM in future. Thank you for your contribution.
Thank you. Any other comments or questions from shareholders? We are dealing with items 1-3 of the agenda. It doesn't appear to be the case, which means that I find that the meeting has taken note of the Annual Report and the Board's report. The Annual Report has been available on the company's website for a number of time. Any additional questions? This is item three on the agenda. It's been approved.
We also have, in this connection, the question of giving this discharge of liability to members of Board and Management. Can we do that as well? Thank you very much.
That leads me to item four, which is the presentation and advisory vote on the Remuneration Report. We've heard about this report in the Chairman's Report, and the Remuneration Report has been published on the company's website.
Are there any comments or questions under this item? If not, then I can conclude that the Remuneration Report has been adopted. Thank you very much. Under item five, we have the proposal for the Board's fee for the period until the next AGM. You can see the proposal here, an adjustment of 3.2%, and that means a basic fee of DKK 470,000. The Deputy Chair will receive twice that, and the Chairman will receive three times that.
There's an additional fee for the members of the Remuneration and Nomination Committee of EUR 118,000, members of the Audit Committee, EUR 235,000, and the Chairman of the Audit Committee, EUR 388,000. Are there any comments or questions?
The total amount, someone asks. I can't really sum it up in my head right here, but you can read it in the Remuneration Report for 2025 and also for 2026. You can see here. If nothing else, I can conclude that these figures have been approved.
Under item six, oh, I was jumping ahead to item seven, but we still need to go through item six here. The proposal is to pay out a dividend of DKK 4.15 per share, which is a total of EUR 118 million. Are there any comments under this item? If not, that has also been approved. Thank you very much.
That leads me to item seven, the election of members to the Board. Here the proposal is to reelect the current members, which are, and I might tell you that information about other managerial posts, et cetera, can be seen in the convening notice.
The Board proposes reelection of Thomas Kähler, Jørgen Tang-Jensen, Rebekka Glasser Herlofsen, Carsten Kähler, Ilse Irene Henne, and Claes Westerlind. As mentioned, you can see more information about the candidates and their background in the convening notice. In the Board, we also have three employee-elected members.
These are Connie Enghuus Thyssen, Christian Westerberg, and Janni Munkholm Nielsen. Are there any questions or comments? Here we have the complete Board of Directors. Are there any questions about the AGM-elected members? If not, I hope you will agree with me that we can conclude that the Board has been reelected.
Thank you very much. That leads me to item eight, which is the election of auditor. Here the proposal is to reelect PwC in relation to the financial accounting as well as the sustainability reporting. Are there any comments or questions? If not, I think we can also congratulate the auditor.
Thank you.
Thank you very much. Item nine, two proposals from the Board, as I said in my introduction, and this is something that is recurring. Authorization to acquire treasury shares.
The proposal is for the AGM to authorize the Board of Directors to allow the company to acquire own shares of a total nominal value of up to 10% of the company share capital, provided that the price of the shares at the time of purchase does not deviate by more than 10% from the most recent listed price. Any questions or comments?
That doesn't seem to be the case. I find that this proposal has been adopted. 9B, a proposal concerning a cancellation of own shares. This is a capital reduction that results in a reduction of the nominal amount in Class B shares. You can see the figures that also appear in the convening notice.
What is the size of the reduction and how much has been paid for the shares? Any questions or comments? That doesn't seem to be the case. There will be an amendment to the articles of association once this has all materialized. Item 10, any other business. It is not possible to adopt anything here, but you may put questions or may give comments. Bjørn Hansen appears to wish to speak. It was either Thomas or Kit.
Well, I have a couple of questions for this item on the agenda.
Options, share options.
Do you operate with this in ROCKWOOL? Anyone that holds a portfolio of shares of a certain size that has to be sort of exercised at some point, and how about taxation and so on and so forth? Do we know anything about this? I'll remain here until I hear what you want to say.
Well, it should probably have been addressed under another item, which was previous on the agenda. I know you cannot have any sort of votes under this item on the agenda. I know, says Bjørn Hansen. Let's hear from the Board Chairman.
I hope I have understood the question correctly. You ask if we use share options. We don't. Our remuneration policy that was adopted most recently in 2024 allows the use of share schemes and share options, but in recent years, we have not used options.
The allotments that have been made appear in the Remuneration Report, which appears together with the Annual Report. There you will find the numbers with regard to the number of shares held by members of Management. Members of the Board have no portfolios of this.
I'm glad I didn't go all the way back to my seat. We have AI. If we take the total number of shares and the number of shares in Nordnet, in Danske Bank, are they the same? Our AI reflects a difference between the two. Is this because of a certain date, is my question. Is there something that has been updated that is not available in the accounts? AI, I'm quite sure you have a budget item worth several millions every year.
Well, it sounds as if it was a warning from Bjørn Hansen concerning whether or not you can trust AI-produced numbers. I don't think there's anything further under item 10 on the agenda. We have now exhausted the agenda of this Annual General Meeting. Now over to the Chairman of the Board.
Thank you. We have now dealt with all the business on the agenda. Thank you to the Chair of the Meeting for helping us navigate successfully through the agenda and helping us getting questions answered.
There's a tradition that after the formal part of the meeting, we have a presentation from a guest speaker, and today it is Rafael Rodriguez, who is Executive Vice President responsible for Southwest Europe. He will talk about the development that we are experiencing in the French market.
He will speak in English. It is possible to have his speech translated to Danish if you so wish. You need a headset, of course. Before I give the floor to Rafael, I'd like to thank you very much for coming. The formal part of the meeting is over. Thank you for your support. Help me say welcome to Rafael here on stage.
[Foreign language]. I will speak in English. Good afternoon, everyone. Thank you very much to the Chair for this invitation. Sorry, I think it's over there on the table. Sorry. You can help me. Thank you. I'm very pleased to present to all of you our strategic position, but also the market outlook for France.
France is one of the most dynamic markets in Europe, and I think we are in a good position to lead this transformation. During the coming minutes, I will share with you first our presence in France. I will present to you as well the market structure and also the competitive landscape. I will go through the main growth levers, growth drivers, I would say, shaping our industry, and then two important projects.
How are we going to take advantage of these good opportunities in the market? First, with the decarbonization of our facility in Saint-Éloy-les-Mines, and the second is the new capacity project in Soissons.
Well, I will start with our foundation in France. Over the last 45 years, we have built, I would say, relevant manufacturing activities in Saint-Éloy-les-Mines. This is the center part of France. I would say that Saint-Éloy is more than a production unit. For me, it's the cornerstone of local economic development and employment.
We are more than 800 people today in France. It's quite impressive. We are serving more than 3,000 customers across the country, but also in neighboring markets. In Saint-Éloy, we are producing more than 200,000 tons per year, making this factory one of the biggest production centers we have in the world.
I think during the last year, I think our revenue has been growing significantly, and now France represent the third-largest market for ROCKWOOL, representing, I think, both the size of the market but also the value of our operations there.
I think this strong territorial anchoring in France has provided us, I think, unparalleled knowledge about market dynamics, customer relations, but also in regulatory environment. I think this is a very good platform to implement growth strategies with good confidence.
France is today the second-biggest market in Europe, speaking about insulation, of course. We think with all the figures we have, all the plans that the government are putting in place, that this market will experience a significant growth in the coming years.
When paying a look to the market, I would say that it's quite balanced between renovation projects and new build activity, 50/50. I think having this relevant presence in renovation has helped us and has protected us, especially during the crisis time.
When paying a look to the competitive landscape, we would say it is quite stable. We have a strong presence of mineral wool. Stone wool represent roughly 20% of this insulation market. ROCKWOOL, we are significantly strong in two, I would say, relevant segments, is flat roof and in renovation.
I want to highlight this because, with the future plans, these two segments will be very relevant in terms of volume, but also in terms of value. I think when I pay a look to our position in the market, I think we are well-placed to take advantage of this growth.
While speaking about growth, there are three main, I would say, structural policy-driven factors that are converging at the same time in France, and these are creating compelling growth opportunities for us.
The first one is energy efficiency. I think Thomas has been speaking about the EPBD, this European mandate in terms of energy efficiency. I think that France, I would say, is a good student, and the government has imposed, I would say, very demanding regulations to save energy.
This is in both residential and non-residential buildings. On top, I think France is pioneer on mandating or on obligating, I would say, developers and building owners to install photovoltaic panels on existing roofs. This is a big opportunity for our non-combustible insulation. Second is the recently approved new housing plan. It has two main pillars.
The first one is to address the significant housing shortage that we have in France, especially in the big cities, and with the aim to build two million new dwellings by 2030. Today, we are roughly at 250, so it means that it's minimum 400,000 per year.
And then the second big aspect is the deep renovation focus of this plan, addressing also a big challenge that we have in France of what we call poorly insulated houses. And third is sustainability and circularity. Since 2022, we have in France what we call the environmental law.
That is setting a big ambition on carbon emissions in buildings, but also in building materials. What we see these days is an acceleration of this shift towards low carbon materials, and it's going to be especially demanding after 2028 because the thresholds are more challenging.
France is pioneering one thing, is the implementation of mandatory waste recycling systems for building materials. What we see in the market is that when we look to purchasing criteria, they are moving towards low carbon and recyclable products. I think here, when I look to the decarbonization strategy we have and our commitment to circular economy, I think we have a clear competitive advantage.
What are we going to do? Are we to capitalize on these opportunities and strengthen our competitive advantage in the market? First, we are undertaking, I would say, comprehensive decarbonization plan and is just decarbonizing our activities in a central element.
The idea is based on previous experience in Roermond and in Fläktången. It's just to implement renewable technology, moving from fossil fuel systems to electrical or electric heating systems.
I think this is a very good advantage, especially in France, where we have access to competitive and decarbonized energy. The impact is substantial because we'll be able to reduce by 60% the emissions of our site. For me, it's not merely an environmental approach.
At the time, the regulations are imposing more and more low-carbon solutions. Having the opportunity with this technology to produce low-embodied products position us, I would say, as a market leader.
Well, this is the first activity, but it's not the only one. I would say the second is that we think, as I have shown before, that the market is going to grow. If today, we have, I would say, a structural deficit of stone wool in France, so we need more capacity, and we need more green capacity. That's the reason behind our project in Soissons.
Soissons is in the northeast part of France. I would say is one hour drive from Paris, so is optimally located there. What we will do there is to install proprietary e-melting technology, leveraging from internal successes, but also from our own experience. In Saint-Éloy, we have been running for now 30 years electric melters.
We have in-house knowledge that we will apply when we build this factory in Soissons. When it's full speed, we will produce more than 100,000 tons. I would like to highlight also the sustainability profile of this factory.
It's access to low embodied product, but also is the possibility to recycle up to 50% of stone wool in the melting process. Beside or beyond the factory itself, I want to also highlight, as I said before, the position of Soissons, that it will optimally deliver our biggest markets in France.
I think it's very well-placed in the European network capacity, and this give us the flexibility to deliver, I would say, optimally and profitably, also neighboring countries. When I speak about Soissons, for me, there is one word that comes to my mind, and it is a word that reflects what we are as an organization, but also that reflects what we are really producing, the performance of our products.
I think this word is resilience. I think like many other industrial or big industrial projects in France, we have been navigating a complex, I would say, community management and regulatory environment. We initially faced legal difficulties. Our permits were refused. We had also a significant opposition from local stakeholders.
Rather than giving up, rather than abandoning the project, I think we have double our efforts in terms of community engagement on improving the environmental footprint of our factory, and of course, on having a more in-depth legal knowledge. I think as a result of this perseverance, this adaptive approach, by the end of 2025, we have received a green light.
I think now we can go ahead, and that's what we are doing. We are now actively constructing this factory. You have some pictures there. I have more nice pictures of the progress. If everything goes according to the time schedule, by 2028, we will have this factory up and running.
I think when I look to the timeline, I think there are three things that comes to my mind and that reflects the strength of ROCKWOOL as an organization. For me, is that we are committed to long-term value creation, even if we are facing these challenging environments.
I think second is that we engage constructively with the local community, with the local authorities, because we strongly believe that this is the way to build sustainable relationships in the future.
Third, I want to praise my organization, is that we have the capability to deliver complex projects to completion. Just to summarize, ROCKWOOL possesses today a strong presence in France spanning 45 years. We operate in a market characterized by, I would say, strong structural opportunities.
We are going to invest in this decarbonization of Saint-Éloy, what position us as, I would say, the low-carbon industry leader. We have this project, adding more green capacity to the network. I think this is a perfect recipe to continue the sustained and profitable growth that we are experiencing today in France. Thank you.