Rockwool A/s Class A · OMXCOP:ROCK_A

Rockwool A/s Class A — ROCKWOOL International — Shareholder Meeting (April 2021)

53 slides from Rockwool A/s Class A's shareholder meeting presentation, Apr 7, 2021

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

    ROCKWOOL International A/S Annual General Meeting 7 April 2021 Annual General Meeting  7 April 2021  © 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  7 April 2021  © ROCKWOOL International A/S 3

  4. Slide 4: Annual General Meeting 2021

    Annual General Meeting 2021 Thomas Kähler Chairman of the board of directors 07 April 2021 Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 4

  5. Slide 5: Agenda

    Agenda 1 Business overview 2020 2 Sustainability at our core 3 Other developments Full-year 2020 financial results 4 Outlook for 2021 5 Remuneration report Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 5

  6. Slide 6: Business overview 2020

    Business overview 2020 Continued capital Strengthened Announced ambitious Building the brand via investments despite leadership team decarbonisation goals SailGP pandemic Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 6

  7. Slide 7:  AGM  2021  © ROCKWOOL International A/S

     AGM  2021  © ROCKWOOL International A/S 7

  8. Slide 8: Sustainability Report 2020 – progress highlights

    Sustainability Report 2020 –progress highlights CO2 emissions Energy efficiency Safety, health and wellbeing Our goal: Reduce CO2 emission intensity Our goal: Reduce energy consumption Our goal: Reduce LTI frequency rate by (CO2 /t stone wool) from our stone wool (kWh/m2) within own (non-renovated)

  9. Slide 9: Other developments during 2020

    Other developments during 2020 Technology Danish factories the innovation key to test bed for decarbonising converting to gas production Norwegian factory Winning awards for the test bed for both innovations converting to electricity Annual General Meeting  7 April 2021  © ROCKWOOL International A

  10. Slide 10: Overall market conditions

    Overall market conditions Construction Deep energy Pandemic hit Continued focus activity recovered renovation commercial new on fire safety, across most recognised as building activity especially in UK markets with effective recovery more than regional variations vehicle renovating in bounce-back ex

  11. Slide 11: Highlights 2020

    Highlights 2020 Sales Sales decrease in local currencies EUR 2 602 million 3.7% down 5.6% in reported figures incl. +0.6% from acquisitions EBIT EBIT margin EUR 338 million 13.0% satisfying after a stronger Q4 upper end of expectations Free cash flow Net profit EUR 76 million EUR 251 million up EUR

  12. Slide 12: 2020 sales down 3.7 percent

    2020 sales down 3.7 percent Net sales EURm Sales reached EUR 2 602 million, down 3.7 percent in local currencies and 5.6 percent in reported figures. Net sales per business segment Insulation segment sales reached EURm EUR 1 914 million, down 5.8 percent in local currencies and 7.8 percent in report

  13. Slide 13: 2020 profitability

    2020 profitability EBIT and EBIT margin EURm EBIT reached EUR 338 million. EBIT margin decreased 0.5 percentage points compared to 2019, reaching 13.0%. 13.5% 13.0% EBIT per business segment EURm Insulation segment profitability down 0.6 percentage points to 10.7%. Systems segment profitability down

  14. Slide 14: 2020 cash flow

    2020 cash flow Free cash flow ended at EUR 76 million, up EUR 74 million compared to 2019. Purchase of own shares in the share Free cash flow EURm buy-back programme of EUR 77 million as per 31 December 2020. Net debt free with a net cash position of EUR 95 million end 2020. FY 2019: FY 2020: EUR 2m

  15. Slide 15: 2020 investment activities

    2020 investment activities Investments totalled EUR 362 million in 2020 (2019: EUR 400 million) • The largest individual investments in 2020 relate to the factory projects in the United States, Norway and Germany. • COVID-19 slightly postponed some investments. Investments excl. acquisitions and rec

  16. Slide 16: ROCK-B share price evolution 2020

    ROCK-B share price evolution - 01 January to 31 December 2020 31 Dec 2020 1 Jan 2020 DKK 2 296 DKK 1 585 +44.9% Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 16

  17. Slide 17: Outlook 2021

    Outlook 2021 Sales growth of 3-5 percent 1. Sales in local currencies 2. EBIT EBIT margin around 11 percent 3. Investment Investment level around EUR 370 million excluding acquisitions. Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 17

  18. Slide 18: Remuneration Report

    Remuneration Report Fee to the Board of Directors for 2020 totalled EUR 728 thousand. The base fee is unchanged. Remuneration to the Registered Directors for 2020 totalled EUR 3 268 thousand. Fee Board of Directors Remuneration Registered Directors EUR ‘000 EUR ‘000 Annual General Meeting  7 April

  19. Slide 19: Thank you!

    THANK YOU! Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 19

  20. Slide 20: Questions?

    Questions?  AGM  2021  © ROCKWOOL International A/S 20

  21. Slide 21: 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  7 April 2021  © ROCKWOOL International A/S 21

  22. Slide 22: 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  7 April 2021  © ROCKWOOL International A/S 22

  23. Slide 23: 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  7 April 2021  © ROCKWOOL International A/S 23

  24. Slide 24: Agenda item 4

    Agenda item 4 Presentation of and advisory vote on remuneration report Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 24

  25. Slide 25: Agenda item 5

    Agenda item 5 Approval of the remuneration of the board of directors for 2021/2022 Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 25

  26. Slide 26: Approval of the remuneration of the board of directors

    Agenda item 4 Approval of the remuneration of the board of directors for 2020/2021 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 1,080,000 Deputy Chairmen of th

  27. Slide 27: Agenda item 6

    Agenda item 6 Allocation of profits according to the adopted accounts Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 27

  28. Slide 28: Allocation of profits according to the adopted accounts

    Agenda item 6 Allocation of profits according to the adopted accounts According to the 2020 annual report, the annual result of ROCKWOOL International A/S amounts to EUR 241 million. The board of directors proposes a distribution of dividends for the financial year 2020 of DKK 32.00 (EUR 4.30) per s

  29. Slide 29: Agenda item 6

    Agenda item 6 For the group, the annual result of EUR 251 million is allocated as follows: Dividend from the parent company of DKK 32.00 (EUR 4.30) EUR 94 million per share of nominally DKK 10 (as mentioned on previous slide) Retained earnings EUR 157 million EUR 251 million The dividend will be pai

  30. Slide 30: Agenda item 7

    Agenda item 7 Election of members to the board of directors Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 30

  31. Slide 31: Board of directors

    Board of directors Thomas Kähler Chairman ▪ Member of the Chairmanship and Chairman of the Remuneration Committee ▪ Member of the Kähler Family Meeting Thomas Kähler has experience with management, marketing, sales and business development in international businesses and has a close relationship wit

  32. Slide 32: Board of directors

    Board of directors Carsten Bjerg Deputy Chairman ▪ Member of the Chairmanship, the Remuneration Committee and the Audit 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

  33. Slide 33: Board of directors

    Board of directors Andreas Ronken Member of the board of directors ▪ CEO of Alfred Ritter GmbH & Co.KG ▪ Member of the Advisory Board of Melitta Group GmbH & KG, Minden, Germany Andreas Ronken has extensive experience in strategic management in international companies (Mars Inc. and Alfred Ritter Gr

  34. Slide 34: Board of directors

    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 ▪ Member of the Boards of VKR Holding A/S, VILLUM FONDEN and Maj Invest Holding A/S (and two fully owned subsidiaries) Jørgen Tang-Jensen has long term e

  35. Slide 35: Board of directors

    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, Norway ▪ Member of the Boards of Equinor ASA, Wilh. Wilhelmsen Holding ASA, Klaveness Combination Carriers ASA and Handelsbanken Norge, Norw

  36. Slide 36: Board of directors

    Board of directors Carsten Kähler Proposed elected to the board of directors ▪ Member of the Kähler Family Meeting ▪ Member of the Board at Copenhagen International School, Denmark ▪ Member of the Board of the Fahu Foundation, Denmark Carsten Kähler has competencies and experience gained within both

  37. Slide 37: Board of directors

    Board of directors Connie Enghus Theisen Elected by the employees ▪ Director Stakeholder Engagement, ROCKWOOL International A/S Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 37

  38. Slide 38: Board of directors

    Board of directors Christian Westerberg Elected by the employees ▪ Design Manager, ROCKWOOL International A/S Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 38

  39. Slide 39: Board of directors

    Board of directors René Binder Rasmussen Elected by the employees ▪ District Manager, ROCKWOOL NORDICS Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 39

  40. Slide 40:  Author  2  March, 2021  © ROCKWOOL International A/S

    CONFIDENTIAL  Author Annual General  2 March, Meeting 2021  © ROCKWOOL International A/S 7 April 2017 40 40

  41. Slide 41: Agenda item 8

    Agenda item 8 Appointment of auditors Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 41

  42. Slide 42: 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

  43. Slide 43: Agenda item 9

    Agenda item 9 Proposals from the board of directors or shareholders Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 43

  44. Slide 44: Agenda item 9a: 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 tota

  45. Slide 45: Agenda item 9b: Reduction of share capital

    Agenda item 9b Reduction of the company’s share capital for the purpose of cancelling own shares ▪ In continuation of the company’s share repurchase program, the board of directors proposes a reduction of the company’s share capital from nominally DKK 219,749,230 to nominally DKK 216,207,090 by canc

  46. Slide 46: Agenda item 9c: Amendment to Articles of Association

    Agenda item 9c Proposal for amendment to the Articles of Association ▪ The board of directors proposes that the general meeting approves the amendments to the Articles of Association proposed by the board of directors. ▪ (i) Article 6: Electronic general meeting In light of the COVID-19 pandemic, it

  47. Slide 47: Agenda item 9c: Amendment to Articles of Association

    Agenda item 9c Proposal for amendment to the Articles of Association ▪ (ii) Article 10: Remuneration report The board of directors proposes to update the agenda for the annual general meeting as, going forward, the company’s remuneration report will be presented for an advisory vote at the annual ge

  48. Slide 48: Agenda item 9d: Environmental and community impacts

    Agenda item 9d Assessment of environmental and community impacts from siting of manufacturing facilities Proposal from shareholder Timothy L. Ross: ▪ “So that shareholders can understand and manage risk more effectively, a shareholder proposes that Rockwool prepare and publish an assessment, above a

  49. Slide 49: Agenda item 9d: Board's position

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

  50. Slide 50: Agenda item 9e: 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 semiannually, disclosing the Company’s: 1. Policies and procedures for making or directing, with corporate funds or assets, contribution

  51. Slide 51: Agenda item 9e: Board's position

    Agenda item 9e Disclosure of political contributions The board of directors’ position: ▪ The board of directions notes that the company observes all local and national regulations for disclosure of lobbying spending or political contributions. As such, the board of directors believes that the compan

  52. Slide 52: Agenda item 10

    Agenda item 10 Any other business Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 52

  53. Slide 53: ROCKWOOL International A/S

    ROCKWOOL International A/S Annual General Meeting 7 April 2021 Annual General Meeting  7 April 2021  © ROCKWOOL International A/S 53

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