Notice Convening the Annual General Meeting of Rockwool A/s
Company announcementfor ROCKWOOL A/SRelease no. 11 – 2024to
Nasdaq Copenhagen
14 March 2024
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF ROCKWOOL
A/S
The annual general meeting of shareholders is hereby convened to
take place on
Wednesday, 10 April 2024 at 3:00 p.m.
at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde,
Denmark.
Registration for the general meeting must take place no later
than Friday, 5 April 2024 either electronically via the shareholder
portal on www.rockwool.com/group/shareholder or by returning the
completed registration form to Computershare A/S.
The general meeting will be transmitted in full directly via
webcast in Danish and English. Further information on the webcast
and the general meeting is available at the company’s website,
www.rockwool.com/group/agm. The webcast will only include the
platform and rostrum. Information on collection and processing of
personal data in connection with the annual general meeting is
available on the company’s website www.rockwool.com/group/agm.
The agenda for the annual general meeting is as follows:
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. Presentation of and advisory
vote on remuneration report.
5. Approval of the remuneration
of the board of directors for 2024/2025.
6. Allocation of profits
according to the adopted accounts.
The board of directors proposes a distribution
of dividends for the financial year 2023 of 43 DKK per share of a
nominal value of 10 DKK. The dividend will be paid on 15 April 2024
after approval by the general meeting.
7. Election of members to the
board of directors.
According to the Articles of Association, all
members of the board of directors elected at the general meeting
resign each year. Members of the board of directors are elected for
the period until the next annual general meeting.
The board of directors nominates the following
board members for re-election: Jes Munk Hansen, Ilse Irene Henne,
Rebekka Glasser Herlofsen, Carsten Kähler, Thomas Kähler and Jørgen
Tang-Jensen.
A description of the background of and the
offices held by each candidate proposed for election by the board
of directors, including the board of directors’ reasons for the
nomination, is enclosed in appendix 1 and is available at the
company’s website, www.rockwool.com/group/agm.
Subject to election of the above candidates, the board of
directors expects to appoint Thomas Kähleras Chairman and Jørgen
Tang-Jensen as Deputy Chairman.
8. Appointment of auditors.
The board of directors proposes appointment of
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab
(PwC) as auditor of the company in accordance with the Audit
Committee’s recommendation in respect of statutory financial and
sustainability reporting.
9. Proposals from the board of
directors or shareholders.
Proposals from the board of directors:
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 total nominal
value of up to 10% of the company’s 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.
9b. Approval of
remuneration policy for the board of directors and registered
directors.
The company’s remuneration policy was most
recently approved by the shareholders at the annual general meeting
in 2020. In line with the Danish Companies Act, the board of
directors proposes that the general meeting approves an updated
version of the remuneration policy for the board of directors and
registered directors. Compared to the 2020 remuneration policy, the
updated version includes editorial changes only.
The proposed updated remuneration policy is enclosed as appendix
2 and is available at the company’s website,
www.rockwool.com/group/agm.
9c. Proposal to
contribute 100 MDKK to the Foundation for Ukrainian
Reconstruction.
Based on ROCKWOOL's wish to continue to actively
contribute to the reconstruction of Ukraine, the board of directors
proposes that the general meeting approves that an additional
amount of 100 MDKK be contributed to the Foundation for Ukrainian
Reconstruction.
In submitting this proposal, the board of
directors has assessed that the proposal reflects and supports
ROCKWOOL’s values and activities. The board of directors considers
that the proposal reflects that the company has a social
responsibility and that the conflict in Ukraine is a completely
extraordinary situation that affects and is of major importance to
the company, its employees and business partners.
10. Any other business.
Share capital, voting right and adoption
requirements
At the time of convening the general meeting,
the company’s share capital amounts to a nominal value of
216,207,090 DKK, divided into a class A share capital of a nominal
value of 99,942,650 DKK (9,994,265 shares of a nominal value of 10
DKK each) and a class B share capital of a nominal value of
116,264,440 DKK (11,626,444 shares of a nominal value of 10 DKK
each). Each class A share of a nominal value of 10 DKK entitles to
ten votes, and each class B share of a nominal value of 10 DKK
entitles to one vote according to article 10.b of the Articles of
Association.
Shareholders are entitled to vote, if they on
the record date, Wednesday, 3 April 2024, are registered in the
company’s register of shareholders or have given notice to the
company of a change of ownership, which the company has received
for the purpose of registration in the register of shareholders,
but which has not yet been registered according to article 10.c. of
the Articles of Association, and who have requested admission cards
or submitted absentee votes in due time.
All proposals on the agenda may be adopted by a simple majority
vote.
Admission cards
As previous years, the company will issue
electronic admission cards. The electronic admission card(s) will
be sent to the email address provided by the shareholder in the
shareholder portal, and which has been registered in the register
of shareholders. Shareholders must bring the admission card(s) to
the general meeting, either electronically on a smartphone/tablet
or in a print version. Shareholders also have the option to collect
admission card(s) at the registration counter at the entrance to
the general meeting upon providing proper proof of
identification.
At the registration counter, shareholders will
receive a printed ballot for the general meeting upon providing
admission card(s) or proof of identification.
Shareholders wishing to attend the general
meeting must request an admission card no later than Friday, 5
April 2024. Admission cards can be obtained as follows:
(a) electronically via the
shareholder portal on www.rockwool.com/group/shareholder by using
the password and deposit account information sent directly to all
registered shareholders or MitID;
(b) by returning the completed
registration form to Computershare A/S, Lottenborgvej 26 D, 1st
floor, DK-2800 Kgs. Lyngby. The registration form has been sent to
all registered shareholders, who have requested it, and is also
available at the company’s website, www.rockwool.com/group/agm;
or
(c) by contacting Computershare
A/S, by phone, (+ 45) 4546 0997 (weekdays between 09:00 and 15:30
(CET)) or by email, gf@computershare.dk.
Proxy
A shareholder may utilise his/her voting rights
by proxy, provided that the proxy holder substantiates his right to
attend the general meeting by presenting an admission card and a
dated proxy form in writing. The proxy form is available at the
company’s website, www.rockwool.com/group/agm, and can also be
obtained from Computershare A/S.
Computershare A/S must receive the completed
proxy form no later than on Friday, 5 April 2024. The proxy form
may be sent in writing by ordinary mail or electronically via the
shareholder portal on www.rockwool.com/group/shareholder.
Absentee votes (voting by correspondence)
A shareholder may exercise his/her voting rights
by submitting an absentee vote. A form for submitting absentee
votes may be obtained at the company’s website,
www.rockwool.com/group/agm, and may also be obtained from
Computershare A/S.
Computershare A/S must receive the absentee
votes no later than Monday, 8 April 2024. Absentee votes can be
sent in writing by ordinary mail or electronically via the
shareholder portal on www.rockwool.com/group/shareholder.
Publication of documents
The notice including the agenda, the complete
proposals, information about voting rights and capital structure at
the time of the notice convening the annual general meeting, the
audited annual report, remuneration report and sustainability
report, the updated remuneration policy, the form of proxy and
absentee votes as well as information on handling of personal data
in connection with the annual general meeting will be available at
the company’s website, www.rockwool.com/group/agm, in the period
from the publication of the notice and until and including the day
of the general meeting.
Questions
The company encourages all shareholders to
actively take part in the annual general meeting, by providing
questions to the company’s management on any matters that may
require clarification.
You are welcome to send short questions or
comments soonest possible and no later than Sunday, 7 April 2024 to
agm@rockwool.com. We may respond to specific questions directly to
a shareholder while questions or comments of interest for a broader
range of shareholders will be addressed during the meeting.
Yours sincerely,ROCKWOOL
A/S
On behalf of the board of directors Thomas
Kähler, Chairman of the board of directors
Rockwool AS (TG:R90)
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De Juin 2024 à Juil 2024
Rockwool AS (TG:R90)
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De Juil 2023 à Juil 2024