Minutes of Annual General Meeting 2021

Company announcement
for ROCKWOOL International A/S
Release no. 8 – 2021
to Nasdaq Copenhagen         

7 April 2021

Minutes of Annual General Meeting 2021

The annual general meeting of ROCKWOOL International A/S was held on 7 April 2021 at 3:00 p.m. at the company’s head office, Denmark.

At the general meeting, the board of directors’ report for the financial year of 2020 was noted, the annual report for 2020 was approved and the management and the board of directors were discharged from liability. Furthermore the remuneration report for 2020 was approved.

The general meeting approved the remuneration of the board of directors, including the remuneration of members of the Audit Committee and the Remuneration Committee respectively, for the period from the annual general meeting in 2021 to the annual general meeting in 2022.

The general meeting approved the board of directors’ proposal for distribution of dividends of DKK 32.00 (EUR 4.30) per share of a nominal value of DKK 10, corresponding to a total of EUR 94 million.

Carsten Bjerg, Rebekka Glasser Herlofsen, Thomas Kähler, Andreas Ronken and Jørgen Tang-Jensen were re-elected as members of the board of directors. Carsten Kähler was elected as new member of the board of directors. At the same time Søren Kähler retired from the board of directors, as he has attained the age of 70.

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) was re-elected as auditor of the company.

The general meeting authorised the board of directors to allow the company to acquire its own shares, A shares as well as B shares, of a total nominal value of up to 10 percent of the company’s share capital in the period until the next annual general meeting, provided that the price of the shares at the time of purchase does not deviate by more than 10 percent from the most recent listed price.

The general meeting approved the board of directors’ proposal to reduce the company’s share capital from nominally DKK 219,749,230 to nominally DKK 216,207,090 by cancellation of class A and class B shares repurchased, a total of nominally DKK 3,542,140 divided among 76,069 class A shares of nominally DKK 10 and 278,145 class B shares of nominally DKK 10.

The general meeting also approved the board of directors’ proposal for amendments to the articles of associations regarding an authorisation to hold future general meetings as completely electronic and a new agenda item concerning the remuneration report. As a consequence of these approvals, the company’s articles of association were amended.

The general meeting did not approve the shareholder proposals regarding the assessment of environmental and community impacts from siting of manufacturing facilities and the disclosure of political contributions.

After the general meeting the board of directors constituted itself with Thomas Kähler as chairman and Carsten Bjerg as deputy chairman.

Further information:                      

Michael Zarin
Vice President, Group Communications
ROCKWOOL International A/S
[phone]

Attachment

• SE-2021-08_EN