Rockwool A/s Class A · OMXCOP:ROCK_A
Rockwool A/s Class A — Shareholder Meeting (March 2023)
52 slides from Rockwool A/s Class A's shareholder meeting presentation, Mar 29, 2023
Slide 1: ROCKWOOL A/S Annual General Meeting
ROCKWOOL A/S Annual General Meeting 29 March 2023 Annual General Meeting | 29 March 2023 | ROCKWOOL A/S
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
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 | 29 March 2023 | ROCKWOOL A/S 3
Slide 4: Annual General Meeting
Annual General Meeting 29 March 2023 Annual General Meeting | 29 March 2023 | ROCKWOOL A/S
Slide 5: Agenda
Agenda 1 Business overview 2022 2 Sustainability progress 3 Full-year 2022 financial results 4 Outlook for 2023 5 Remuneration report 6 Questions? Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 5
Slide 6: Annual General Meeting | 29 March 2023 | ROCKWOOL A/S
Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 6
Slide 7: Our support to Ukraine is provisionally focused in the Chernihiv region
Our support to Ukraine is Chernihiv Oblast provisionally Kyiv focused in the Chernihiv region Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 7
Slide 8: Foundation for Ukrainian Reconstruction
Foundation for Ukrainian Reconstruction ▪ Funds already approved for reconstruction 200 MDKK ▪ Remaining funds 180 MDKK ▪ Proposal: general meeting approves an additional 100 MDKK ▪ If approved: 280 MDKK to support Ukraine reconstruction projects via the new foundation Annual General Meeting | 29 Ma
Slide 9: Weatherised tents
Weatherised tents Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 9
Slide 10: Generators
Generators Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 10
Slide 11: Winter mats
Winter mats Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 11
Slide 12: Our people - Sergiy, Alena
Our people - Sergiy, Alena Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 12
Slide 13: #16 overall, #1 in our industry
#16 overall #1 in our industry (Building Products) Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 13
Slide 14: ESG ranking comparison
2t ZN Rockwoot 76.7 AA+ 6e @ 7 75.4 AA+ O - ® novo nordisk 75.1 AA+ 5t @ MAERSK 75.4 AAS 10% @© PANDORA 73.8 AA
Slide 15: Good progress on sustainability goals
Good progress on sustainability goals We have met all five 2022 intermediate sustainability goals Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 15
Slide 16: Advancing our decarbonisation commitment
Advancing our decarbonisation commitment Energy Efficiency USA: Expected CO2reduction ~30% Switzerland: Expected CO2 reduction ~80% USA: CO2 reduction ~30% Denmark: CO2 reduction >70% Reducing absolute compared to 1990 Scope 1 and 2 greenhouse gas * In scope of limited assurance emissions by 38% by 2
Slide 17: Business overview 2022
Business overview 2022 Strong H1 with Continued Positive record volume, investment in customer slow H2 with capacity and feedback many efficiency challenges Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 17
Slide 18: Full year 2022 sales up 23 percent in local currencies
Full year 2022 sales up 23 percent in local currencies Net sales Net sales per business segment MEUR MEUR 2021 2021 +23% 2022 local currencies 2022 local currencies +27% 2022 reported figures +32% +29% 2022 reported figures 2291 3034 3088 3907 +6% +9% 797 873 2021 2022 Insulation Systems Sales reach
Slide 19: 2022 profitability
2022 profitability EBIT and EBIT margin EBIT and EBIT margin per business segment MEUR MEUR 401 402 312 202 275 1 13.0% 10.3% 10.4 9.0% 126 90 15.9 10.3% 2021 2022 Insulation Systems EBIT reached 402 MEUR, at level Insulation segment profitability was 312 MEUR with 2021. with an EBIT margin of 9.0 p
Slide 20: ROCK-B share price development
ROCK-B share price development 1 January to 31 December 2022 1 Jan 2022 31 Dec 2022 DKK 2859 DKK 1637 -43% Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 20
Slide 21: Outlook full year 2023
Outlook full year 2023 1. Sales Sales decline of up to 10 percent in local currencies. 2. EBIT EBIT margin in the range of 8-10 percent. 3. Investment Investment level around 400 MEUR excluding acquisitions. Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 21
Slide 22: Remuneration Report 2022
Remuneration Report 2022 ▪ Fee to the Board of Directors for 2022 totaled 729 KEUR. ▪ The base fee is unchanged. ▪ Remuneration to the Registered Directors for 2022 totaled 3834 KEUR. Remuneration KEUR 3931 3834 2021 2022 694 729 Fee Board of Directors Remuneration Registered Directors Annual Genera
Slide 23: Thank you
Thank you Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 23
Slide 24: Questions?
Questions? Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 24
Slide 25: 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 | 29 March 2023 | ROCKWOOL A/S 25
Slide 26: 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 | 29 March 2023 | ROCKWOOL A/S 26
Slide 27: 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 | 29 March 2023 | ROCKWOOL A/S 27
Slide 28: Agenda item 4
Agenda item 4 Presentation of and advisory vote on remuneration report Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 28
Slide 29: Agenda item 5
Agenda item 5 Approval of the remuneration of the board of directors for 2023/2024 Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 29
Slide 30: Approval of the remuneration of the board of directors for 2023/2024
Agenda item 5 Approval of the remuneration of the board of directors for 2023/2024 Under article 15.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 t
Slide 31: Agenda item 6
Agenda item 6 Allocation of profits according to the adopted accounts Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 31
Slide 32: Allocation of profits according to the adopted accounts
Agenda item 6 Allocation of profits according to the adopted accounts According to the 2022 annual report, the annual result of ROCKWOOL A/S amounts to 262 MEUR. The board of directors proposes a distribution of dividends for the financial year 2022 of 35 DKK (4.7 EUR) per share of a nominal value o
Slide 33: Agenda item 6
Agenda item 6 For the group, the annual result of 273 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 above) Retained earnings 171 MEUR 273 MEUR The dividend will be paid on 3 April 2023 after approval by the gen
Slide 34: Agenda item 7
Agenda item 7 Election of members to the board of directors Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 34
Slide 35: 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 ▪ Chairman of the Boards of Dansk Celleglas ApS and Metier Westergaard A/S ▪ Director and member of the Board of
Slide 36: Board of directors - Jørgen Tang-Jensen
Board of directors Jørgen Tang-Jensen Member of the board of directors ▪ Member of the Audit Committee ▪ Member of the Boards of VKR Holding A/S, VILLUM FONDEN and Maj Invest Holding A/S (and two fully owned subsidiaries) ▪ Chairman of the Board of Tænketanken Europa (Think Tank Europe) Jørgen Tang-
Slide 37: Board of directors - Rebekka Glasser Herlofsen
Board of directors Rebekka Glasser Herlofsen Member of the board of directors ▪ Chairperson of the Audit Committee ▪ Chairperson of the Boards of Norwegian Hull Club and Handelsbanken Norge, Norway ▪ Chairperson of the Council, DNV, Norway ▪ Member of the Boards of Equinor ASA, Wilh. Wilhelmsen Hold
Slide 38: 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
Slide 39: Board of directors - Ilse Irene Henne
Board of directors Ilse Irene Henne Member of 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., France ▪ Cha
Slide 40: Board of directors - Jes Munk Hansen
Board of directors Jes Munk Hansen Proposed elected to the board of directors ▪ Chief Executive Officer (CEO) and President, TERMA Group ▪ Member of the Board of WS Audiology A/S (Widex A/S) ▪ Vice Chairman, The Confederation of Danish Industry (DI) Jes Munk Hansen has extensive experience with stra
Slide 41: Board of directors - Connie Enghus Theisen
Board of directors Connie Enghus Theisen Elected by the employees ▪ Senior Group Advisor, ROCKWOOL A/S Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 41
Slide 42: Board of directors - Christian Westerberg
Board of directors Christian Westerberg Elected by the employees ▪ Design Manager, ROCKWOOL A/S Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 42
Slide 43: Board of directors - Berit Kjerulf
Board of directors Berit Kjerulf Elected by the employees ▪ Environmental Manager, ROCKWOOL NORDICS Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 43
Slide 44: Annual General Meeting | 29 March 2023 | ROCKWOOL A/S
Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 44
Slide 45: Agenda item 8
Agenda item 8 Appointment of auditors Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 45
Slide 46: Appointment of auditors
Agenda item 8 • The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 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 not been
Slide 47: Agenda item 9
Agenda item 9 Proposals from the board of directors or shareholders Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 47
Slide 48: Authorisation to acquire own shares
Agenda item 9a Authorisation to acquire own shares: • The board of directors proposes that the general meeting authorises the board of directors to allow the company to acquire own shares during the period until the next annual general meeting, i.e. class A shares as well as class B shares, of a tot
Slide 49: Proposal to use MDKK to support the reconstruction of Ukraine
Agenda item 9b Proposal to use 100 MDKK to support the reconstruction of Ukraine: • At the company's extraordinary general meeting held on 31 August 2022, it was approved that the company could use 100-200 MDKK to support the reconstruction of Ukraine. • Since the extraordinary general meeting, ROCK
Slide 50: Proposal to use MDKK to support the reconstruction of Ukraine
Agenda item 9b Proposal to use 100 MDKK to support the reconstruction of Ukraine: • The purpose of the foundation is to provide support for relevant projects and initiatives dedicated to the reconstruction of Ukraine and to Ukrainian refugees. The foundation can further provide support for other non
Slide 51: Agenda item 10
Agenda item 10 Any other business Annual General Meeting | 29 March 2023 | ROCKWOOL A/S 51
Slide 52: ROCKWOOL A/S Annual General Meeting
ROCKWOOL A/S Annual General Meeting 29 March 2023 Annual General Meeting | 29 March 2023 | ROCKWOOL A/S