Minutes of Annual General Meeting 2025

Company announcement

for ROCKWOOL A/S

Release no. 18 - 2025

to Nasdaq Copenhagen        

2 April 2025

Minutes of Annual General Meeting 2025

The annual general meeting of ROCKWOOL A/S was held on 2 April 2025 at 3:00 p.m. at Roskilde Kongrescenter, Denmark.

At the general meeting, the board of directors’ report for the financial year of 2024 was noted, the annual report for 2024 was approved and the management and the board of directors were discharged from liability. Furthermore, the remuneration report for 2024 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 and Nomination Committee, respectively, for the period from the annual general meeting in 2025 to the annual general meeting in 2026.

The general meeting approved the board of directors’ proposal for distribution of dividends of 63 DKK (8.4 EUR) per share of a nominal value of 10 DKK, corresponding to a total of 182 MEUR.

Ilse Irene Henne, Rebekka Glasser Herlofsen, Carsten Kähler, Thomas Kähler and Jørgen Tang-Jensen were re-elected as members of the board of directors. Claes Westerlind was elected as new member of the board of directors.

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) was re-elected as auditor of the company in accordance with the Audit Committee’s recommendation in respect of statutory financial and sustainability reporting.

The general meeting authorised the board of directors to allow the company to acquire 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 a share split in a ratio of 1:10, whereby the nominal value of the company's A and B shares will change from 10 DKK to 1 DKK. The 1:10 share split will be completed as soon as possible and will be announced in a separate company announcement.

The general meeting approved the board of directors’ proposal to reduce the company’s share capital from nominally 216,207,090 DKK to nominally 211,605,790 DKK by cancellation of repurchased class B shares of nominally 4,601,300 DKK, corresponding to 4,601,300 class B shares of nominally 1 DKK each following completion of the share split.

Furthermore, the general meeting approved the board of directors’ proposal to contribute 100 MDKK to the Foundation for Ukrainian Reconstruction.

After the general meeting, the board of directors constituted itself with Thomas Kähler as chairman and Jørgen Tang-Jensen as deputy chairman.

Further information:        

Michael Zarin

Vice President, Group Communications

ROCKWOOL A/S

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