Rockwool A/S (ROCKB) Earnings Call Transcript & Summary

April 10, 2024

Nasdaq Copenhagen DK Industrials Building Products shareholder_meeting 70 min

Earnings Call Speaker Segments

Thomas Kähler

executive
#1

[Interpreted] Good afternoon. My name is Thomas Kahler. I'm the Chairman of the Board, and I would like to welcome you all to Rockwool Group's Annual General Meeting 2024. As you can see, there's an empty spot on the podium. Jens Birgersson is stuck in traffic on his way here, and I imagine that -- oh, there he is. Now he's here with us. There was sort of traffic jam today. So if people show up a bit later, please bear with them. It is simply due to traffic. According to Article 8.a. of the Articles of Association, the Board has appointed Attorney Anders Ørjan Jensen from Gorrissen Federspiel as Chairman of the General Meeting. And therefore, I will give the floor to the meeting Chairman.

Anders Ørjan Jensen

attendee
#2

[Interpreted] Thank you very much, Thomas. As is usual practice, we will take you through the formalities. First of all, I need to conclude whether the general meeting has been lawfully convened and is competent to transact the business on the agenda. I have controlled that. Every requirement is complied with. We need to give between 3- and 5-weeks' notice, and the notice was sent out on the 14th of March 2024. On the company website, you've been able to see the notice and all of the other information and documents that must be made available to you, including the agenda, and it's also been published on NASDAQ. For the shareholders who have applied for written notice, we have sent out the convening notice per mail or e-mail. The General Meeting takes place here in Roskilde and therefore, we are complying with the requirement that it be held on Zealand. And therefore, I can conclude that this AGM has been lawfully convened. When it comes to the question of whether the general meeting is quorate, I can say that we have all the usual items, and then we have 3 proposals from the Board. None of these require anything else than a simple majority. And therefore, I can conclude that the general meeting is quorate and competent to transact the business on the agenda. So let's get to it. 145 have received access cards and 88 are present so far. Perhaps a few more will be joining us soon. 67% of the capital and 77% of the votes are represented, all through proxies and postal votes, more or less. So we already know that we have a majority for the proposals on the agenda. But of course, we can still have a debate of all of the items on the agenda. As per usual, we will take the first 3 items jointly. And that means that, first of all, Thomas Kahler will present his report for 2023 as well as the annual report. And before I give the floor to Thomas, I will ask you to please mute your mobile phones. The floor is yours Thomas.

Thomas Kähler

executive
#3

[Interpreted] Thank you very much. On the screen behind me, you have in bullet form the headlines for the report that I'll guide you through today. If we look back at the global situation in 2023, many would say it was a fairly gloomy picture. Geopolitical tension remained high with the wars in Europe and the Middle East. The UN reported that limiting global temperature increases to 1.5 degrees Celsius is still possible, but that none of the G2 countries are making progress fast enough to meet their 2050 net zero goals. On a more positive note, the widely predicted global recession didn't happen. Nonetheless, high inflation, repeated interest rate hikes and generally weak demand prevailed in most countries around the world. And these were certainly factors that affected our sales as well, though unevenly across geographies. Also, in 2023, there was a fair amount of criticism in Danish media on our retaining ownership of the subsidiaries in Russia. That notwithstanding, we continue to believe that retaining the current passive ownership of the Russian factories is the least bad option available. And in brief, here is why. Since mid-2022, we have not been involved in the operations of the Russian subsidiaries. All raw materials, employees and customers are local. If we were to depart Russia, the 4 factories would be overtaken by local players and the business would continue without us. Said differently, Rockwool, as a company could leave Russia, but the factories would remain and the business would continue unchanged regardless of who the owner is. If that were to happen, then not just a tax on profits, but the full profits, all future revenues and the 4 factories would transfer to Russian control. We understand that some people see this dilemma in black and white terms staying in Russia is bad, leaving is good. The real world, however, is more complex, and we feel a tremendous responsibility for the consequences of our choices. We find it difficult to see how giving away the factories to new Russian owners would be more ethically responsible than retaining them ourselves as passive owners. With that said, yes, the criticism makes an impression, and we have probably not done a good enough job at explaining the special situation in which we find ourselves. Of course, we continue to comply with all international sanctions. In Ukraine, employees and their families remain safe and are continuing to work under obviously difficult conditions. We have great respect and admiration for that, and we remain as committed as ever to do everything possible to support them in their work. Later in today's program, we'll come to the Board's proposal to donate an additional DKK 100 million to support Ukrainian reconstruction. Now let me turn my attention now to the rest of the business, starting with sustainability. In our sustainability efforts, we measure progress towards the 11 UN sustainable development goals that Rockwool has committed itself to working towards every year as well as several specific sustainability targets. We measure both the climate impact of our production processes, what's called the footprint, and the positive climate effect that using our products [Audio Gap] the progress towards the 5 sustainability goals we set back in 2016 with deadlines in 2030 and baseline year at 2015. After meeting all intermediate goals in 2022, I'm pleased to be able to tell you that in 2023, our performance for all 5 goals is on or ahead of schedule. We also measure progress against 2 science-based absolute emission reduction targets that we committed to in 2020. These targets are an essential part in the overall strategy to decarbonize the business. So let me turn to that next. In 2023, Rockwool made a commitment to achieve net zero and net zero greenhouse gas emission by 2050. But that's a long way off. So our primary focus in the short to medium term continues to be on achieving the 2034 absolute emission reduction goals we set in 2020 with the science-based target initiative, also known as SBTI. The 2034 goals are: to reduce absolute Scope 1 and 2 greenhouse gas emissions by 38% and to reduce our absolute Scope 3 greenhouse gas emissions by 20%, both compared to a baseline of 2019. That both goals are absolute means that we cannot just reduce emissions from the production we have today, but rather, that we have to reduce the total emissions we have by the target date, that is by 2034, including the expected growth between now and then. Now just briefly, let me explain what we mean by Scopes 1, 2 and 3 emission reductions. Scope 1 refers to greenhouse gas emissions that result directly from the operation of our own factories, that is emissions produced on-site. Scope 2 refers to greenhouse gas emissions associated with our energy consumption for things like electricity, heating or cooling. These indirect emissions are produced off-site by a power plant of some kind. Scope 3 refers to greenhouse gas emissions that occur in the company's value chain but are not directly owned or controlled by the company. This includes emissions associated with purchased goods and services as well as transportation and distribution. It's a bit complicated, but I hope it gives you the picture of the various scopes. We made good progress last year. We reduced Scope 1 and 2 CO2 emissions by 16% relative to 2019. And as I mentioned earlier, the 2034 goal is 38%. And we reduced Scope 3 CO2 emissions by 11% compared to 2019. Here, the 2034 goal is 20%. The reductions are primarily due to lower production volumes, but also ongoing CO2 reduction and electrification efforts. I'll get back to those. Electrification is a key element in our decarbonization strategy, and it's the primary focus of Rockwool's sustainability investments. This means that we will be converting existing factories and building new factories to use electricity for the melting process wherever it makes sense. And where electricity is not a viable option, we will look to use biogas or natural gas, where biogas is not available. Electrification is a major undertaking, especially on the scale and time frame we are pursuing. Among other things, that requires the availability of a sufficient supply of stable, low-emission, high-voltage electricity and the possibility to connect a factory to it. It is not always a given thing that these factors will be in place, which can affect where and when we prioritize individual investments. It's a significant undertaking, and it will take Rockwool many years to complete the conversion to electric melting technology at all the factories. It is a great task. However, the Board and executive management are fully committed to succeed. It will not necessarily be a linear pathway with equal emission reductions each year, but the end goal is fixed, and we are investing substantial resources and efforts to get there. In fact, we've made sustainability-related investments at EUR 274 million, or about DKK 2 billion, over the past 3 years, as I said. The next major electrification conversion will be at the factory in Roermond in the Netherlands. And on my way here, I've been told that today for the first time ever, we are using the new electric melting oven in Flumroc in Switzerland, where we've spent the past 18 to 24 months, converting the oven. And we have now reached a point where we have the first batch produced by electricity. So things are happening all the time, and they will continue to happen over the coming years. Now let me turn to the rest of the business. Throughout most of 2023, European construction markets witnessed significant declines. Higher construction costs, combined with rising interest rates, slowed the pace in new construction, both for residential and commercial buildings. Market demand began slow already in the second half of 2022. And as we enter 2023, we experienced a European construction marketing crisis. This negative development continued until the fourth quarter of 2023 where we achieved a small but important growth in sales. In that quarter, we saw early signs of sales stabilizing in Eastern Europe and in the nonresidential segment in Central Europe, albeit still on a low level. A few markets developed more positively than expected. And as a result, we decided in early 2023 to reestablish more shifts at the factory in the United Kingdom and North America where demand continues to increase for our non-combustible stone wool insulation. Now speaking about North America, you will have seen that we announced early in March that we purchased land in the Western United States with the intention to build a factory there. It's very encouraging to see the growing demand for stone wool in a market where other insulation materials have long held strong positions. I'm also pleased to tell you that our new factory in West Virginia, which presented many challenges during construction, is now very well-functioning and is an important focal point for the group's business in the United States. Looking more specifically at the financial numbers. Turnover in '23 was EUR 3.6 billion. This is 4% below the record-high result in 2022 measured in local money, but a much smaller decline than was expected at the start of 2023. Drastically, lower construction activities in important markets like Germany, Poland and the Nordic led to the overall sales decline. In contrast, sales developed positively in North America and Asia and United Kingdom. In the Insulation segment, turnover was EUR 2 billion (sic) [EUR 2.7 billion ], a decrease of 5% in local currencies. The decrease was driven by drop in volumes, while average sales prices were positively influenced by the effects of price increases made during 2022. In the Systems segment, turnover was EUR 828 million, a decrease of 1% in local currencies. Sales grew slightly in Grodan and Rockfon, while sales in Rockpanel were lower than the year before. Now speaking about profitability, the EBIT margin came in at 14.3%, good progress from the low margin in 2022 during the energy crisis and more in line with the 13% EBIT margin in 2021. The 14.3% includes the donation of EUR 27 million to the Foundation for Ukrainian Reconstruction. Declining energy prices, sales price stability and the agility of our operations were key factors in the improved EBIT margin. It was also positively affected by country and product mix as well as productivity improvements, not least in our North American operations. Looking at the results in each segment, Insulation reached an EBIT of EUR 431 million and an EBIT margin of 13.6%, which is an increase of 4.6 percentage points compared to 2022. The Systems segment generated an EBIT of EUR 87 million with an EBIT margin of 10.5%, up very slightly from last year. The flat margin reflects costs of EUR 16 million related to operational restructuring in Rockfon recognized in Q4 2023. Now looking at our shares, there were significant increases in both Rockwool share classes in 2023. The Rockwool A share increased by 20% and the Rockwool B share increased by 21%. These gains compared with a 13% increase in the benchmark index STOXX Europe 600 Construction & Materials and a 7% increase in the NASDAQ OMX C25 Index during 2023. In accordance with our policy of paying a stable dividend of at least 1/3 of the year's net income, the Board is pleased to propose a dividend of DKK 43 per share for the 2023 fiscal year. That will be put to a formal vote later in today's program. If we now look at the current year 2024, we expect to see a continuation of certain trends. Conditions in North America and Asia look positive, while in Europe, we anticipate sluggish construction activity in most markets in 2024, especially in Germany. However, one notable exception is the U.K., where we anticipate continued demand for our noncombustible insulation. However, with inflation starting to decline in many markets and an expectation for stable or even declining interest rates, we do not see a significant risk for a broad construction market recession in Europe during 2024. Even though energy prices have come down, there is still uncertainty on how prices will evolve during the year. And we also expect general inflation and some salary inflation to impact margins. Based on these assumptions, we expect sales in 2024 to be roughly at the same level as 2023, measured in local currencies and with an EBIT margin around 13%. Additionally, we'll continue investing in sustainability and future growth. And with that in mind, we expect capital expenditures, excluding acquisitions, to be around EUR 375 million. Along with issuing the annual and sustainability reports, we also published our remuneration report for 2023. It contains an overview of the remuneration for Rockwool's Board of Directors and registered Directors for the 2023 fiscal year, and we will present a report for an advisory vote later today, as you know. In 2023, the remuneration for the Board of Directors was EUR 769,000 and remuneration for the registered directors was EUR 4,429,000. These amounts follow Rockwool's remuneration policy, which was approved at the 2020 Annual General Meeting. An updated version of the remuneration policy for the Board of Directors and registered directors will be put to a formal vote later in today's program. The figures are shown on the slide behind me, and you can find more details in the remuneration report on our website. Also, in 2023, the Board of Directors conducted its annual self-evaluation. Based on the 2023 evaluation, the Board concluded that its composition is appropriate and sufficient for it to perform its task and support the long-term value creation for the company and its shareholders. At the end of February, we announced that Jens Birgersson would be stepping down after almost 10 years as CEO and that Jes Munk Hansen would be taking his place latest by the start of December. Jens has been a driving force in Rockwool's positive business development through the last 9 years. During Jen's time, sales have increased significantly, and our EBIT margin is at an historically high level. The group stands on a very solid foundation for its continued development, and I want to thank Jens for his strong leadership. In Jes Munk Hansen, Rockwool will get a CEO with significant leadership experience from large international businesses in the building materials sector. He is a successful leader in TERMA, and I personally benefited from his insight via his work on Rockwool's Board during the past year. I'm convinced that with Jes, we've found the right person to lead Rockwool forward. Finally, on behalf of everyone on the Board, I'd like to end by thanking all our employees and the entire management for their great efforts and their record results they've achieved in a challenging 2023. And finally, thank you to all of you, our loyal shareholders, for your continued support and for your investment in Rockwool Group. We greatly appreciate it. Thank you very much. And with that, I'll hand the floor back to the meeting Chairman.

Anders Ørjan Jensen

attendee
#4

[Interpreted] Thank you very much, Thomas. Now you will get the chance to ask questions or make any comments.

Anders Ørjan Jensen

attendee
#5

[Interpreted] I already have a few speakers on the list. And the first one will be Mr. Klaus Jørgen Sørensen from the Association of Danish Shareholders, and the next one will be [ Lorde Annasen ] from Critical Shareholders. And after those 2 speakers, I have a written presentation from Mr. Bjørn Hansen that I will read out loud. Should anyone else wish to take the floor, please let us know.

Klaus Jørgen Sørensen

shareholder
#6

[Interpreted] Thank you for giving me the floor. Thank you to the Chairman of the Board and the executive management for a thorough report and a good presentation of the annual report. My name is Klaus Jørgen Sørensen, and I represent the Association of Danish shareholders representing small shareholders. We work to develop a healthy share market culture in Denmark, and our organization comprises about 17,000 members. It is very positive that Rockwool holds a physical AGM where the shareholders have the chance of meeting management. Many other companies have chosen not to do that and to hold the AGMs online only. Rockwool delivers an extensive and very transparent annual report and a sustainability report. Rockwool is a solid company with very little debt. And throughout the years, we have seen solid results and a focus on climate challenges and the green transition as well as how Rockwool can contribute to solving these challenges. Rockwool is now well positioned for the future when it comes to the new requirements from the EU as regards energy efficiency in construction. As we just heard, 2023 was a challenging year with increasing interest rates and declining construction activities. Revenue fell by 4% compared to the record-high revenue in 2022. On the other hand, we are seeing an increasing EBIT, an increase of no less than 29% due to the positive development in Northern America and the falling energy prices. Return on equity was 14.4% compared to 11% in 2022. Earnings per share increased to DKK 134 vis-à-vis DKK 93 in 2022. The dividends increased to DKK 43 against DKK 35 per share in 2022. And as we have heard, the share price has increased by 29%, seen on the background of a 13% increase in STOXX Europe 600 and an only 7% increase in OMX C25. So when it comes to dividend as well as earnings, it has been a very satisfactory year for the shareholders in Rockwool. Congratulations on that good results. And thank you to the management and all of your employees for your efforts throughout the year. A special thank you to CEO, Jens Birgersson, for your efforts in Rockwool throughout the past 10 years, now that you are stepping down later this year. Rockwool is often criticized for keeping their production sites in Russia. But Rockwool has described and explained why they do not simply depart from Russia and what the dilemmas are when it comes to handing over know-how and value to Russians who can just continue the production unchanged. Rockwool informs us that they adhere to all international sanctions and that they have decided that staying on in Russia is the least bad alternative for Rockwool. At last year's AGM, Rockwool informed us that Rockwool Russia is an independent unit with no impact on daily operations. And without any know-how or resources from outside of Russia being transferred to the Russian site. The Association of Danish Shareholders, of course, expects Rockwool to behave responsibly and not simply look at the bottom line. And therefore, we welcome the fact that in 2022 as well as 2023, Rockwool has decided to give aid to Ukraine when it comes to emergency aid as well as reconstruction aid. And there's a proposal for even further aid to Ukraine. We would like to see that management continues to make an ongoing assessment of the development of the war in Ukraine and whether the development gives rise to any reconsideration of your decision to stay in Russia so that you do not just stay in Russia at any cost. And that leads me to my final question. Rockwool Russia is an independent company with no interference from the management in Rockwool Denmark. Does that mean that Rockwool Russia can supply the Russian military either directly or indirectly? And my second question is, how does the management see your continued activities in Russia affecting your reputation and your opportunities to develop the business globally? Thank you very much for the floor.

Anders Ørjan Jensen

attendee
#7

[Interpreted] Thank you very much to Klaus Jørgen Sørensen and Thomas Kahler will answer these questions. And [ Lorde Annasen, ] you will be the next speaker.

Thomas Kähler

executive
#8

[Interpreted] Thank you very much for those comments and questions. First of all, whether our Russian business could supply the Russian military or other players. And as we have communicated on several locations, from when we entered the Russian market decades ago, the Russian company has not been selling directly to Russian end users or had any customer relations with the Russian military or other national units. We have no reason to believe or -- and we have no indication to state that, that should have changed. As the insulation materials from Rockwool Russia are broadly available on the Russian market through third-party distributors, we cannot, of course, exclude the possibility that Russia, the Russian government or the Russian military, could purchase Rockwool products on the open markets. But that would be on the same terms as any Russian producer. And we should also remember that stone wool is not on the EU dual-use list. The second question with regard to our reputation. Here, I would like to say that, of course, our reputation is important to us. And considering the critical media coverage that we've seen in Denmark, it is no surprise that the company's reputation has been affected in Denmark. Outside of Denmark, we have not seen any significant interest in our Russian business. Here in Denmark, we understand that our decision to retain our passive ownership of our Russian subsidiary could be seen as controversial. But it is our impression that people are beginning to understand that the alternative would be even worse. And as I've said before, we would rather see Rockwool being criticized for doing what we believe is right than receiving praise for doing something we believe to be wrong.

Thomas Harder

executive
#9

[Interpreted] Thank you. [ Lorde Annasen ] from Critical Shareholders [Foreign Language]. Anybody else would like -- Would anybody like to take the floor?

Unknown Shareholder

shareholder
#10

[Interpreted] Thank you very much. As mentioned, I represent [Foreign Language], Critical Action Shareholders. And we have noted with great pleasure that the goal of Rockwool is to reduce its CO2 emission and large companies have a special responsibility in reducing their emission as quickly as possible and as efficiently as possible. The construction sector represents a very large proportion of emission nationally and internationally. So a green transition must really be set in motion in this field. And I'd like to ask whether Rockwool has really introduced the most efficient strategy to reduce emissions. Rockwool's management says that reductions should be achieved by electrification and by expanding the use of biogas. However, we'd like to point out that the use of biogas is problematic for several reasons, and experts have pointed out that this is not the right way to go, but electrification is a better solution. However, we have a very basic question. We see it as a problem that Rockwool does not focus sufficiently on energy effect [ depreciation ]. It's a very basic fact that stone wool is a very energy heavy product. And so we see it as a problem that this very well renowned producer of insulation materials, just seems to be so little interested in alternative materials, which are less energy heavy. Management talks to a newspaper like, for instance, Børsen, about fire safety as an important reason for stone wool being the preferred building material. Of course, that's a very good reason. But however, in the future, alternative insulation materials require many more additional materials sought of plaster in order to achieve the same via safety. But still, we would like to ask the management to look at how alternative material can be more secure, more help reduced fire risk thereby having a less climate-heavy production. It is positive that it's such a large part of Rockwool's strategy that [Audio Gap] And on the European electricity grid, when the Danish and the [Audio Gap] going to change over to electricity, Rockwool has said that it will require 1.5x the new Energy Island in the North Sea. That's the energy requirement. It's very, very high. So we would like to ask Rockwool to go for a more radical solution that is seeking out less energy-demanding products. Construction is, as we have said, a very great emitter in Denmark and internationally. And politically, there's a great deal of focus on reducing CO2 emission and more legislation must be expected. And so we find or we expect that the demand for climate-friendly insulation and construction materials will be a growth market in the future, which is one more good reason for looking at alternative insulation materials. And now to something completely different. I'd like to end by saying that we support the point of view that Rockwool should leave Russia because of Russia's war of aggression against Ukraine. We understand that this is a very complex problem and there's no easy solution. We are pleased, of course, that money is set aside to support the reconstruction of the Ukraine, and we are going to support that proportion, but we have one more proportion. Wouldn't it be a good idea to propose that every single kroner made in the Russian business should go in its entirety to the reconstruction of Europe -- of Ukraine. And thereby, we can also make sure that the tax money we pay to Russia will not be greater than the support we give to Ukraine. Thank you very much.

Thomas Harder

executive
#11

[Interpreted] Thank you for that, [ Lorde Annasen. ] I think these are things very close to Thomas's heart. So Thomas will begin and then maybe Jens will have something to add.

Thomas Kähler

executive
#12

[Interpreted] I would like to -- if you have a concrete proposal to add to those we have already, I'd like to hear it. Thank you very much. It was a little bit long and things can get very technical. I'm not going to go into details with all of it. I agree very much with the first part of your intervention. All of this is very high on our agenda. As I also said in my report, we spent a lot of resources, a lot of money in converting our factories. We are electrifying primarily, but there may be reasons where -- places where, for practical reasons, that can't be done, and then we'll seek other solutions. And it's our understanding, it's our thesis that biogas is better than natural gas, but we also agree that electrification is the best solution, but that requires, as you said, infrastructure, and it will take some time to establish that. And that's why I say in my report that our conversions are adapted to the rolling out of new infrastructure, so that -- well, I mean they're no use having electrified factories if there is no electricity in the socket. So I'm a little bit surprised when you say that we do not focus on energy efficiency. This company has existed since its -- well, since its very foundation. It has been 100 focused on energy efficiency and on reducing CO2 emissions and reducing energy consumption. That's the whole point. And in that context, interesting to note that the products we produced, well, yes, of course, there's a cost to it. When we produce the coal, which we have done historically, those products still save 100x the energy required to produce them during their life cycle. So let's agree that the most important thing to increase energy efficiency and reduce CO2 emission is to insulate all buildings as much as at all possible. And this is a huge task. We think we are doing well in Denmark, and we are ahead of many other countries. But even in Denmark, we have a lot of [ company ] buildings from before the energy crisis, which are still poorly insulated. So there's a huge task here in getting them up to energy efficiency standards. And that's the most important thing. It is important to have, in that context, some standardized products, which people know and feel secure with. And this brings me to fire safety because fire safety has not been very much in focus. I mentioned twice in my report that we see a huge demand in the British market, and that is quite obviously something which has come about after that horrible fire we saw in London in 2017, if I remember correctly, which made British authorities and British owners of buildings to understand that plastic is not a good insulation material because when things go wrong, they can go terribly wrong. So please remember that when you choose an insulation material. There are 2 types of insulation materials, those that are combustible and the incombustible. And clearly, plastic is in the poor category. It's among the combustible materials. But all the materials I know, all the alternative solutions are combustible because they contain carbon, which is combustible. Now you asked whether we can set in motion research projects to do something about it. Well, industry has been doing so to a large extent, and we've found ways to not to create incombustible alternatives, but less combustible alternative materials. So all the materials to talk about, at least the large majority of them, have been work done. They try to make them less combustible by adding all sorts of chemicals to make them less combustible and protecting them against rot and decay. It's just not so talked about. We don't hear much about it, but it's just to say that in this area, too, we have more nuances than what we usually hear. Now you said we need 1.5 Energy Island, and that's true, but we are not fortunately here requiring all of that energy in Copenhagen. That's our total requirement all over the world, and we have quite good agreements with the people who set up energy production, wind farms or atomic nuclear plants. So it is possible for us to [ solidly draw them ] and technically also, it is feasible, and we contribute to those projects. And I don't think it is unrealistic to imagine that we may electrify all our factories in the longer term and achieve our goal of zero emission in 2050. I hope I've covered the most important questions.

Thomas Harder

executive
#13

[Interpreted] Thank you, Thomas. Any other questions? Any other comments? Bjørn Hansen is there, well known. He's participated many times. He couldn't participate, so I've been asked to read his text. It says, congratulations with one more good report in English or American now, but how many non-Danish investors do we actually have. If more than 50% of investors are 50% or thereabouts, all news and reports and accounts must be in Danish like Danske practice said. But how many shares do the Board members and management members have? How many Rockwool shares do they have by the end of 2023? We do not have that information. We are pleased that Rockwool will extend its financial support for Ukraine, and we ask all those who are here in the room and also those who are not here to support Ukraine economically, products, emergency, materials, weapon and many [indiscernible] and that the fund shows and write who has contributed in terms of money or quantities. Now finally, Jens Birgersson, as CEO, has been an extremely good leader for 9 years. He has done excellent work. He has shown great leadership. He has also produced excellent results and sometimes even great diplomacy during his years at Rockwell. Now that was the comment, and there were a few questions even.

Thomas Kähler

executive
#14

[Interpreted] I will try to answer Bjørn Hansen's questions. First of all, he asks how many investors in Rockwool are not Danish. And here, I refer to Page 40 in our annual report. By the end of last year, 27% of the company's shares were owned by shareholders outside of Denmark. Then he asked if the annual reports, announcements and news and so on should be published in Danish. And here, I can refer you to Article 19 in the Articles of Association from which it appears that the company's annual report must be produced in English. And ahead of the Annual General Meeting, we have translated a summary of the annual report into Danish as a service to our Danish shareholders, and we hope that is helpful. Then Bjørn Hansen asks how many shares each Board member owns. And the answer to that question is that we see this as a private matter how many shares and share options each member owns. It is the company's assessment that publishing this information would not create added value to the shareholders or other stakeholders. I can also mention that the Board of Directors does not receive any sort of share-based incentive pay. Then Bjørn Hansen goes on to comment on our support for Ukraine. And we are pleased to see that he supports the proposal from the Board of Directors for further reconstruction aid. The fund for reconstruction of Ukraine has already received EUR 300 million from Rockwool and 10% has been used so far by the fund to buy diesel generators and rehousing tents, construction materials, boilers, school buses and other materials. And we are still working intently on new constructions of up to 500 housing units. The problem with these big projects is that they take time and they require a lot of capital, but we are working intensively on this project. Lastly, I can fully support his praise for Jens Birgersson. I did not bring flowers for Jens because he will stay with us for a while still, until Jes can take over. But I think it is only right that we give him a round of applause.

Anders Ørjan Jensen

attendee
#15

[Interpreted] Thank you very much. Does anyone else wish to take the floor? Otherwise, I will take you through these first 3 items.I conclude that the Board's report has been taken note of. We've also had a presentation of the annual report. And under Item 3, we have the formal approval of the annual report and granting discharge to the Board of Directors. We also have an unqualified auditor's report here, and I need to ask whether there are any questions or comments for the annual report. Otherwise, I will conclude that it has been adopted and that we have granted discharge. That is indeed the case. That leads me to Item 4, which is the presentation and an advisory vote of the remuneration report. In his report, Thomas talked about the remuneration report and the main points contained in it, and therefore, I will not go into detail, but simply ask if there are any questions or comments. It has been available on the website. If that is not the case, I conclude that the remuneration report is also approved. That leads me to Item 5, which is the approval of the remuneration for the Board for the coming year. And here, the Board of Directors proposes the numbers that appear on the slide behind me. For the Chairman of the Board based on the base fee, 3x the base fee for the Chairman and twice the base fee for the Deputy Chairman and DKK 440,000 for ordinary members. Then there is a supplement for the committee members. First of all, we have the Audit Committee Chairperson who gets a supplement of DKK 363,000. Audit Committee members receive DKK 220,000 and the Remuneration Committee members are proposed to receive DKK 110,000. Are there any questions or comments to this proposal? Otherwise, I can conclude that the proposal is adopted. That leads me to Item 6, which is the allocation of profits. Thomas touched upon this in his report. The Board proposes a dividend of DKK 43 per share, amounting to a total dividend of EUR 125 million, DKK 931 million. You can see the formal proposal for allocation of profits on this slide behind me. Are there any questions? That is not the case, and that means that the dividend has been adopted. That leads me to Item 7, which is the election of members for the Board. Here in Rockwool, we choose the members for one year at a time. And here, the proposal is the following. The Board proposes reelection of Thomas Kahler. You can see his managerial positions here. And the same goes for Jorgen Tang-Jensen; also reelection of Rebekka Glasser Herlofsen; reelection of Carsten Kahler; reelection of Ilse Irene Henne; and reelection of Jes Munk Hansen. We have talked a bit about Jes, today because he will become the new CEO later this year. And at that time, he will step down from the Board of Directors. Are there any comments or questions under this item? Otherwise, I hope you will support me in congratulating the Board of Directors with this reelection. Thank you. And I can say that we also have 3 employees elected members, Connie Enghus Theisen, Christian Westerberg and Berit Kjerulf, whom you can see on this slide behind me. That leads me to Item 8, which is the election of auditor. And according to the Articles of Association, the company auditor is elected for 1 year at a time. And there has been a tender of the audit role. And on this basis, we have received a recommendation from the Audit Committee that you can see here in small print. But in accordance with the Audit Committee's recommendation, the Board proposes appointment of PricewaterhouseCoopers, or PwC, as auditor of the company, in respect of the statutory financial reporting but also the new statutory sustainability reporting. Are there any questions or comments in this regard? If not, I think we can also congratulate the auditor with this reelection. Thank you. Then we have 3 proposals from the Board. We'll take them one at a time. The first one is the usual authorization to buy back own shares, Class A shares as well as Class B shares, with a nominal value of up to 10% of the company's share capital and the price of the shares may not deviate by more than 10% from the listed price at the time of purchase. Are there any objections? If not, I can conclude that this proposal has been adopted. That leads me to item 9b, which is concerning the remuneration policy back in 2020 in connection with new rules concerning remuneration policies. We now need to approve this policy every 4 years. And that means that this year, we need to reapprove the existing remuneration policy. There are no substantial changes, only editorial changes to this policy. Are there any comments or questions for this proposal? If not, I conclude that the remuneration report has been adopted as it seems there are no questions. And it was the remuneration policy, not the remuneration report, which was already approved. Item 9c is a proposal to contribute DKK 100 million to the Foundation for Ukrainian Reconstruction. Here, the Board proposes that the general meeting approves for the company need to continue its support for the reconstruction of Ukraine and contribute another DKK 100 million. Apart from the donations, the general meeting has approved before. This will make sure that the fund can continue to support long-term reconstruction projects. This has been described in the convening notice, and we've also heard more about it in the report. The Board believes that this supports Rockwool's values and activities. We had a comment about this before. And I know that on the basis of the proxies and postal votes received, we have a majority. So therefore, I suggest that we take note of the comments we've heard and that we then adopt this proposal from the Board. Are there any comments or questions under this item? Otherwise, I will conclude that this proposal has been adopted. And that leads me to Item 10, any other business. Here, you can take the floor for any additional comments. We cannot pass any decisions here, but does anyone wish to take the floor? That does not seem to be the case. And that means that we have now exhausted the agenda, and I will leave the floor to the Chairman of the Board.

Thomas Kähler

executive
#16

[Interpreted] Thank you very much. Thank you, Anders, for once again guiding us safely through the agenda. Thank you to all of you for being here today. With this, I will declare the official part of the agenda concluded, but please remain seated because it's our tradition that after the formal part of the AGM, we have a special guest speaker. And today, that's Rockwool's own, Anders Espe Kristensen, who is the Vice President responsible for Systems division. That is the products which are not about insulation and energy efficiency. That's about 1/4 of our sales, and Anders is going to talk to us about some of the exciting news within Rockwool prefab building systems. So after Anders, there's nothing more on the program. So I'd like to thank you all now for being here. Thank you very much for your support and for your investments. Anders, please go ahead.

Anders Kristensen

executive
#17

[Interpreted] Thank you very much, Thomas. Yes, as Thomas said, I'm Anders Espe Kristensen. I've been with Rockwool for 3 years, and I'm responsible for Systems division, where we use stone wool as our core material. We use it for a series of different applications, acoustic solutions, Rockfon is the name. We have gardening solutions for the gardening of tomatoes, cucumbers and a large number of other products here, the brand name is Grodan, and we have façade solutions called Rockpanel and a lot of other interesting applications. Today, I'm going to talk about to you Rockwool prefab building solutions, and we have a very interesting solution here called RockZero. Now if we begin with the prefab area, in general, that market segment with good growth in the western part of the world for many good reasons because there are many advantages of prefab. Prefab means that instead of building the house from scratch on site, you produce some elements beforehand and transport them to the site and then put up the house there, which allows you to set up the house and build it much quicker. With RockZero, we can set up the house in one day with a 4-man team. We need to add a kitchen, bathroom and façade, but apart from that, in one day. So it's a very quick process winning that the builders can finish the project quickly, deliver it to the customer and then move on to another project. Also, there's the industrialization advantages. On site, it's difficult to have everything at hand in the optimum way, but we can industrialize the building process [ remainder ] more efficient. There will be less waste and more quality control. Also, we have the obvious advantage that we can close the house in just one day. So we reduce climate risk, for instance, a heavy wind as today or rain or whatever it might be. Also, we have the advantage that in most Western markets, we have a lack of skilled workers in the construction business. So being able to build more quickly, we also have a good solution for that. So that is why we have a pretty good growth in the prefab sector, especially Western market. And in that area, we do sell some insulation to prefab producers, but we also have our own solution called RockZero, which is patented, meaning that we build the wall from Rockwool which has a good gearing bar, good insulation, of course. And like concrete, it has good compression strength, but not quite as good as other materials. So we add steel as we do here. And also, we have an OSB layer to add strength and durability. So we add a plaster on the inside and then you can add whatever façade you want, brick or we prepare, of course, a Rockwool solution. Then various solutions are possible instead of combining wood and insulation or wood and concrete and insulation, you can simply build the walls by -- with insulation material and thereby, you can get thinner walls and if you're in an area with not much space, you can add several square meters of living space inside the room, inside the house. So there are lots of interesting solutions. I'll get back to those. Now RockZero, we have the stone wool columns, 60 centimeters is the standard, and we set up a wall we transport to the building site. We have a partnership with producers of floors and roofs so we can produce a complete house. And we build a complete house from stone wool, which gives us a sales value of 5 to 10x more for Rockwool as a group instead of just selling insulation. So we have a clear commercial interest in this, but there are also a lot of obvious advantages for the uses of the house. There are 8 different benefits in the RockZero concept. One is, as I said, a short construction time which we have in common with other prefab solutions, but also, we have other clear classical benefits from stone wool. So it's circular, it's sustainable. It had a good thermal performance. It has exceptional fire safety, and it also has a much better noise insulation than comparable prefab solutions, about 15 decibels difference compared to other solutions. We add about 70 decibel reduction and other solutions are at about 55. And you can certainly hear the difference. Also, we have a unique combination of a solution that's airtight and open for vapor. We have open for diffusion, so dampness in the house can leave the house. The mold is reduced. There's a better internal climate. We don't have to ventilate the house as much and thereby, lose energy. So that's also a great advantage of RockZero. Also it's a concept with a high design flexibility; you can do almost anything you'd like to do with it. Also it's strong, it's slim and it's lightweight. So a lot of really, really good benefit, but we need that because this is a little bit more expensive than traditional concrete or timber frame or whatever else you might use by way of prefab solutions. So we need to have some extra benefit, but we do have those. Now let me end by telling you about a few interesting projects we've been involved in. We've delivered on 0 to 27 specialty care homes in Amsterdam for people with autism or high sensitivity to stimuli such as noise, for instance, and we were selected because we have such a high level of noise reduction. A RockZero house is a more quiet house. It's also a little bit more expensive, but we have exceptional benefits. We also built 29 senior homes in Denmark, close to [ Slagelse ]. Again, you can see how a RockZero wall is transported to the site and mounted by crane. But we also do many other types of contracts. This is a leader in Fredensborg. We built summerhouses. We're involved in all sorts of projects just to show you some of them to give you an idea of the variety of things we can do. Now to end, I'd like to say that we have also partnerships with developers. We have quite a strong development partnership with a Dutch developer, Unbrick. They built holiday parks in Holland. We have built 100 RockZero houses in 3 different parks in Holland and more are coming, and they do that because of all the advantages I talked about. And of course, for us being able to work through such a partner means that we can accelerate the sales of RockZero. That's great for us. Also, we have entered cooperation with another developer in Holland called Imagine Homes. So we have building projects where we go out and win the project, pitch the project vis-à-vis builders and architects. But we also have partners who use us actively in their own development work, which can accelerate our sales. And because of that, as of today, we have built 450 RockZero houses, 450 different houses, primarily in Denmark and in Holland and all of this based on the RockZero system. We are optimizing the system so that it can be even better, even more cost-efficient and we see great possibilities of growth. This, we expect to have excellent growth in the coming years. So we can use stone wool for yet one more application. That was what I had to tell you today. I hope it gave you some insight into the prefab industry and into the advantages of RockZero. Any questions?

Unknown Attendee

attendee
#18

[Foreign Language]

Anders Kristensen

executive
#19

[Interpreted] Yes. The price of what specifically?

Thomas Kähler

executive
#20

[Interpreted] Typically, we are 5% to 10% higher than a timber frame or concrete-based solution. Depending on the size of the house, of course, where that will be decisive for where the price ends up. But a standard semi-detached house is about DKK 1.5 million as I remember it, this instant, then of course, there are other elements to add to that. Any other questions? Otherwise, you are always welcome to approach me afterwards to ask questions. Otherwise, thank you for listening, and have a nice afternoon. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]

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