Rockwool A/s Class A · OMXCOP:ROCK_A

Rockwool A/s Class A — ROCKWOOL International — Shareholder Meeting (April 2022)

51 slides from Rockwool A/s Class A's shareholder meeting presentation, Apr 6, 2022

1. Slide 1: ROCKWOOL International A/S Annual General Meeting

   ROCKWOOL International A/S Annual General Meeting 6 April 2022 Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 1

2. Slide 2: Agenda

   Agenda 1. The board of directors’ report on the company’s activities during the past financial year 2. Presentation of annual report with auditors’ report 3. Adoption of the annual report for the past financial year and discharge of liability for the management and the board of directors 4. Presenta

3. Slide 3: Agenda item 1 and 2

   Agenda item 1 and 2 The board of directors’ report on the company’s activities during the past financial year and presentation of annual report with auditors’ report Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 3

4. Slide 4: Annual General Meeting 2022

   Annual General Thomas Kähler Chairman of the Board of Directors 6 April 2022 Meeting 2022 Annual General Meeting  6 April 2022  © ROCKWOOL International A/S

5. Slide 5: Agenda

   1. Business overview 2021 2. Sustainability progress 3. Financial results 2021 Outlook 2022 4. Remuneration report 5. Questions? Agenda Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 5

6. Slide 6: Business overview 2021

   Business overview 2021 Strong year by Economic West Virginia Capital almost any rebound came factory begins investments measure for the faster than production w/sustainable Group expected technology – France & Switzerland Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 6

7. Slide 7: Resilient by nature

   Resilient by nature Sustainability Report 2021 Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 7

8. Slide 8: Good progress on sustainability goals

   Good progress on sustainability goals ▪ Met two additional 2022 ▪ Achieved 83 percent energy ▪ Expanded Rockcycle® reclaimed intermediate goals demand reduction material schemes to three new (CO2 intensity and reclaimed with deep renovation of own countries – Croatia, Russia, and material) on top of

9. Slide 9: Overall market conditions

   Overall market conditions Strong growth Increasing Rapid economic Good sales in construction support for recovery led to growth in almost activity, driven energy renovation supply constraints, all markets across largely by of buildings, rising inflation, the entire business government especially and

10. Slide 10: 2021 sales development

    2021 sales development Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 10

11. Slide 11: 2021 profitability

    2021 profitability ▪ EBIT reached 401 MEUR, up 19 percent. ▪ Insulation segment profitability increased 16 percent to 275 MEUR. ▪ EBIT margin of 13.0 percent, ▪ Systems segment profitability increased 24 percent to 126 MEUR. at level with 2020. EBIT and EBIT margin EBIT and EBIT margin per business

12. Slide 12: 2021 cash flow

    2021 cash flow ▪ Net debt free with a net cash position of 76 MEUR ▪ Cash flow from operating activities ended at end 2021. 426 MEUR. ▪ Free cash flow ended at 116 MEUR, up 40 MEUR compared to 2020. Net cash position Free cash flow MEUR MEUR 95 116 76 76 2020 2021 2020 2021 Annual General Meeting 

13. Slide 13: 2021 investment activities

    2021 investment activities Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 13

14. Slide 14: ROCK-B share price evolution

    ROCK-B share price evolution 1 January to 31 December 2021 Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 14

15. Slide 15: Outlook 2022

    Outlook 2022 Sales growth of 15-20 percent 1. Sales in local currencies 2. EBIT EBIT margin around 13 percent Investment level around 3. Investment 500 MEUR excluding acquisitions. Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 15

16. Slide 16: Remuneration Report 2021

    Remuneration Report 2021 Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 16

17. Slide 17: Other Board matters

    Other Board matters ▪ Board self-evaluation and result. ▪ Thank you, Andreas Ronken – warm welcome to Ilse Henne. ▪ Agenda item 9b, conversion of A shares to B shares. Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 17

18. Slide 18: Thank you!

    Thank you! Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 18

19. Slide 19: Questions?

    Questions? Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 19

20. Slide 20: Agenda item 1 and 2

    Agenda item 1 and 2 The board of directors’ report on the company’s activities during the past financial year and presentation of annual report with auditors’ report Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 20

21. Slide 21: Agenda item 3

    Agenda item 3 Adoption of the annual report for the past financial year and discharge of liability for the management and the board of directors Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 21

22. Slide 22: Agenda item 3

    Agenda item 3 • The board of directors proposes that the annual report is approved. • The board of directors proposes that the management and the board of directors are discharged from liability. Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 22

23. Slide 23: Agenda item 4

    Agenda item 4 Presentation of and advisory vote on remuneration report Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 23

24. Slide 24: Agenda item 5

    Agenda item 5 Approval of the remuneration of the board of directors for 2022/2023 Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 24

25. Slide 25: Approval of board remuneration for 2022/2023

    Agenda item 4 Approval of the remuneration of the board of directors for 2022/2023 Under article 14.f of the Articles of Association the general meeting determines the annual remuneration of the members of the board of directors. Chairman of the board of directors DKK 1,200,000 Deputy Chairmen of th

26. Slide 26: Agenda item 6

    Agenda item 6 Allocation of profits according to the adopted accounts Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 26

27. Slide 27: Allocation of profits according to the adopted accounts

    Agenda item 6 Allocation of profits according to the adopted accounts According to the 2021 annual report, the annual result of ROCKWOOL International A/S amounts to 292 MEUR. The board of directors proposes a distribution of dividends for the financial year 2021 of 35 DKK (4.7 EUR) per share of a n

28. Slide 28: Agenda item 6

    Agenda item 6 For the group, the annual result of 303 MEUR is allocated as follows: Dividend from the parent company of 35 DKK (4.7 EUR) 102 MEUR per share of nominally 10 DKK (as mentioned on previous slide) Retained earnings 201 MEUR 303 MEUR The dividend will be paid on 11 April 2022 after approv

29. Slide 29: Agenda item 7

    Agenda item 7 Election of members to the board of directors Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 29

30. Slide 30: Board of directors: Thomas Kähler

    Board of directors Thomas Kähler Chairman ▪ Member of the Chairmanship and Audit Committee, and Chairman of the Remuneration and Nomination Committee ▪ Member of the Kähler Family Meeting Thomas Kähler has experience with management, marketing, sales and business development in international busines

31. Slide 31: Board of directors: Carsten Bjerg

    Board of directors Carsten Bjerg Deputy Chairman ▪ Member of the Chairmanship and the Remuneration and Nomination Committee ▪ Chairman of the Board of Hydrema Holding ApS, Arminox Investment A/S (and one fully owned subsidiary), Bjerringbro-Silkeborg Håndbold A/S, Bogballe Investment A/S (and one fu

32. Slide 32: Board of directors: Jørgen Tang-Jensen

    Board of directors Jørgen Tang-Jensen Member of the board of directors ▪ Member of the Audit Committee ▪ Chairman of the Board of Strøjer Tegl A/S (and two fully owned subsidiaries) ▪ Member of the Boards of VKR Holding A/S, VILLUM FONDEN and Maj Invest Holding A/S (and two fully owned subsidiaries)

33. Slide 33: Board of directors: Rebekka Glasser Herlofsen

    Board of directors Rebekka Glasser Herlofsen Member of the board of directors ▪ Chairman of the Audit Committee ▪ Chairman of the Board of Norwegian Hull Club and Handelsbanken Norge, Norway ▪ Chairman of the Council, DNV, Norway ▪ Member of the Boards of Equinor ASA and Wilh. Wilhelmsen Holding ASA

34. Slide 34: Board of directors: Carsten Kähler

    Board of directors Carsten Kähler Member of the board of directors ▪ Member of the Kähler Family Meeting ▪ Member of the Board of the Fahu Foundation, Denmark Carsten Kähler has competencies and experience gained within both global and Danish legal and accounting companies that will be useful in gen

35. Slide 35: Board of directors: Ilse Irene Henne

    Board of directors Ilse Irene Henne Proposed elected to the board of directors ▪ Chief Transformation Officer (CTO) thyssenkrupp Materials Services ▪ Member of the Baden-Badener Unternehmer Gesprache e.V., Klasse 135, Germany ▪ Member of the Board and member of the Audit Committee of Arkema S.A., Fr

36. Slide 36: Board of directors: Connie Enghus Theisen

    Board of directors Connie Enghus Theisen Elected by the employees ▪ Director Stakeholder Engagement, ROCKWOOL International A/S Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 36

37. Slide 37: Board of directors: Christian Westerberg

    Board of directors Christian Westerberg Elected by the employees ▪ Design Manager, ROCKWOOL International A/S Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 37

38. Slide 38: Board of directors: Berit Kjerulf

    Board of directors Berit Kjerulf Elected by the employees ▪ Environmental Manager, ROCKWOOL NORDICS Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 38

39. Slide 39:  6 April  Author  2 March,

    CONFIDENTIAL  Author Annual General  6 April  2 March, Meeting 2017  © ROCKWOOL 2022 © ROCKWOOL International International A/SA/S 39

40. Slide 40: Agenda item 8

    Agenda item 8 Appointment of auditors Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 40

41. Slide 41: Agenda item 8

    Agenda item 8 • The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) as auditor of the company. • The proposal is based on the recommendation of the Audit Committee. The Audit Committee is free from influence by third parties and has no

42. Slide 42: Agenda item 9

    Agenda item 9 Proposals from the board of directors or shareholders Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 42

43. Slide 43: Authorization to acquire own shares

    Agenda item 9a Authorization to acquire own shares ▪ The board of directors proposes that the general meeting authorizes the board of directors to allow the company to acquire own shares during the period until the next annual general meeting, i.e., class A shares as well as class B shares, of a tot

44. Slide 44: Opportunity to convert A shares to B shares

    Agenda item 9b Opportunity to convert A shares to B shares ▪ The board of directors proposes that the general meeting approves the introduction into the Articles of Association of a right for shareholders to re-register (convert) A shares to B shares on a 1:1 basis (i.e., one A share to one B share)

45. Slide 45: Change of the company's name

    Agenda item 9c Change of the company’s name ▪ To adapt the company’s name to the company’s commonly known and generally used brand, the board of directors proposes that the company’s name be changed from “ROCKWOOL International A/S” to “ROCKWOOL A/S”. ▪ It is further proposed that “ROCKWOOL Internat

46. Slide 46: Assessments of environmental and community impacts from siting of facilities

    Agenda item 9d Assessments of environmental and community impacts from siting of manufacturing facilities Proposal from shareholder Timothy L. Ross: ▪ “So that shareholders can be assured that Rockwool management is addressing effectively the financial, operational, and reputational risks associated

47. Slide 47: Board's position on agenda item 9d

    Agenda item 9d Assessments of environmental and community impacts from siting of manufacturing facilities The board of directors’ position: ▪ The board of directors acknowledges the concerns expressed by the shareholder, while noting this proposal is close to identical to the one submitted in 2019,

48. Slide 48: Disclosure of political contributions

    Agenda item 9e Disclosure of political contributions Proposal from shareholder Catherine Jozwik: ▪ “Shareholder requests that the Company provide a report, updated semi-annually, disclosing the Company’s: 1. Policies and procedures for making or directing, with corporate funds or assets, contributio

49. Slide 49: Board's position on agenda item 9e

    Agenda item 9e Disclosure of political contributions The board of directors’ position: ▪ The board of directors notes that the internal company policy on donations and non-commercial sponsorships prohibits ROCKWOOL companies from donating money to political parties or candidates or labour unions as

50. Slide 50: Agenda item 10: Any other business

    Agenda item 10 Any other business Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 50

51. Slide 51: ROCKWOOL International A/S

    ROCKWOOL International A/S Annual General Meeting 6 April 2022 Annual General Meeting  6 April 2022  © ROCKWOOL International A/S 51

ROCKWOOL International — Shareholder Meeting (April 2022) on 6ix