Rockwool International A/S Annual General Meeting 18 April 2012 1
Agenda 1. The board of directors report on the company s activities during the past financial year 2. Presentation of the annual report together with the auditors report 3. Adoption of the annual report for the past financial year and discharge of the management and the board of directors from liability 4. Approval of the remuneration of the board of directors for 2012/2013 5. Allocation of profits according to the adopted accounts 6. Election of members to the board of directors 7. Appointment of auditor 8. Proposals from the board of directors or shareholders Proposals from the board of directors: 1. Authorisation to acquire own shares 2. Approval of revised guidelines for incentive-based remuneration of the management and revised remuneration policy for the company s governing bodies 9. Any other business 2
Agenda item 1 and 2 The board of directors report on the company s activities during the past financial year and Presentation of the annual report together with the auditors report 3
Chairman of the Board report 4
Renovation activities improving 5
The new factory in the Volga region, Russia 6
The Chinese construction market has enormous potential 7
Rock the globe Stronger customer focus in order to target our products and solutions to the needs of new construction and renovation of existing buildings Better marketing of stone wool's unique properties - especially in fire safety Increased innovation to improve existing products and to expand our solution range with new materials and more complete Global expansion organically as well as through acquisitions 8
Energy Design Centre 9
RockShell 10
TopRock roof system 11
Solutions for rendered facade insulation 12
Aerorock 13
Window frames for low energy windows 14
DKK million Annual General Meeting - 18 April 2012, Roskilde, Denmark Sales development for Insulation and Systems segments 9.641 11.774 11.413 9.108 9.390 11.266 1.894 2.095 2.280 2.049 2.341 2.482 2006 Insulation Segment 2007 2008 2009 2010 2011 Systems Segment 15
Net sales per country 16
Rockfon 17
Rockpanel 18
Lapinus Fibres 19
RockDelta 20
Grodan 21
DKK million Annual General Meeting - 18 April 2012, Roskilde, Denmark Net sales 2006-2011 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0-2,000-4,000 11,537 21% 13,908 13,700 11,168-1% -18% 5% 11,732 17% 13,748 2006 2007 2008 2009 2010 2011 Net sales Changes 22
DKK million Annual General Meeting - 18 April 2012, Roskilde, Denmark EBITDA 3,600 3,391 3,000 2,400 1,800 2,221 2,373 1,529 1,781 1,821 1,200 600 0 65% -30% -36% 17% 2% -600 2006 2007 2008 2009 2010 2011 EBITDA Changes 23
DKK million Annual General Meeting - 18 April 2012, Roskilde, Denmark Financial items 30 20 10 0-10 -20-30 -40-34 21 8-42 -17-47 -50 2006 2007 2008 2009 2010 2011 24
DKK million Annual General Meeting - 18 April 2012, Roskilde, Denmark Profit after minority interests 2,000 1,966 1,750 1,500 1,250 1,000 950 1,004 750 500 250 322 512 640 0 2006 2007 2008 2009 2010 2011 25
DKK million Annual General Meeting - 18 April 2012, Roskilde, Denmark Cash flow 2700 2400 2100 1800 1500 1200 1,810 2,480 1,507 1,950 1,285 1,527 900 600 300 0 2006 2007 2008 2009 2010 2011 Cash flow from operating activities 26
DKK million Annual General Meeting - 18 April 2012, Roskilde, Denmark Investments and acquisitions 2,700 2,642 2,400 2,100 1,800 1,500 1,200 900 600 300 0 1,689 25 1,621 1,412 1,170 1,200 1,004 31 31 101 817 1,126 416 634 953 617 310 588 495 505 482 285 2006 2007 2008 2009 2010 2011 Acquisitions Capacity Program Maintenance CAPEX 27
Expectations for 2012 Net sales is expected to increase by 5% in 2012 Result after tax and minority interests to be kept at the 2011 level above DKK 600 million Investment expenditure excluding acquisitions is expected to be DKK 1,400 million 28
Not just an insulation material Fire safe Sound absorbing A unique combination Easy to fit in a construction Water repellent 29
Thank you Rockwool Group management and employees 30
Agenda item 3 Adoption of the annual report for the past financial year and discharge of the management and the board of directors from liability 31
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 32
Agenda item 4 Approval of the remuneration of the board of directors for 2012/2013 33
Agenda item 4 Approval of the remuneration of the board of directors for 2012/2013 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 900.000 Deputy Chairmen of the board of directors DKK 600.000 Common members of the board of directors DKK 300.000 Supplement for chairman of the Audit Committee DKK 250.000 Supplement for members of the Audit Committee DKK 150.000 Supplement for members of the Compensation Committee DKK 75.000 The proposed remuneration represents an increase compared to the remuneration for 2011/2012. The purpose of the proposed increases is to bring the remuneration of board members on level with other Danish LargeCap Companies. 34
Agenda item 5 Allocation of profits according to the adopted accounts 35
Agenda item 5 Allocation of profits according to the adopted accounts According to the 2011 annual report Rockwool International A/S result for the financial year amounts to DKK 724M The board of directors proposes a distribution of dividends for the financial year 2011 of DKK 9.60 per share of a nominal value of DKK 10, amounting to a total of DKK 207M Dividend of DKK 9.60 per share of nominally DKK 10 DKK 207 million Retained earnings DKK 517 million DKK 724 million 36
Agenda item 5 For the group, the annual result of DKK 623M is allocated as follows: Dividend from the parent company of DKK 9.60 per share of nominally DKK 10 (as mentioned on previous slide) DKK 207 million Retained earnings DKK 433 million Minority interests DKK -17 million DKK 623 million The dividend is paid on 24 April 2012 after approval by the general meeting. 37
Agenda item 6 Election of members to the board of directors 38
Board of directors Heinz-Jürgen Bertram Member of the board of directors CEO of Symrise AG Member of the Regional Board Nord/ LB-Holzminden and the Board of Deutsche Bank Region Hannover Heinz-Jürgen Bertram has extensive experience with strategic management of an internationally expanding company (Symrise AG), headquartered in the Rockwool Group s largest single market, Germany, as well as his thorough knowledge of R&D and sourcing of raw materials. 39
Board of directors Carsten Bjerg Member of the board of directors CEO and Group President of Grundfos Management A/S Member of the Compensation Committee Member of the Board of Vestas Wind Systems A/S Chairman of the Boards of Grundfos Holding AG (Switzerland), Grundfos New Business A/S, Grundfos China Holding Co., Ltd. (China) and Grundfos Pumps (Shanghai) Co., Ltd. (China) Member of the Board of Grundfos Finance A/S - continued 40
Board of directors Carsten Bjerg Member of the board of directors - continued Chairman of the Board of the Business Innovation Fund Member of the General Council of the Confederation of Danish Industries. Board member of the Federation of Employers in the Provincial Industry Carsten Bjerg has extensive experience in strategic management of an international company (the Grundfos Group) and extensive knowledge of R&D, production and sustainability. 41
Board of directors Bjørn Høi Jensen Member of the board of directors Non-Executive Director at EQT Member of the Audit Committee Vice Chairman of the Board of Erhvervsinvest Management A/S Member of the Board of Gyldendal A/S Member of the Board of CEPOS Bjørn Høi Jensen has extensive experience within general management and financing matters from previous employments in the private equity and banking sectors. 42
Board of directors Thomas Kähler Member of the board of directors Managing Director of Rockwool Scandinavia 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 with major shareholders. 43
Board of directors Tom Kähler Chairman of the board of directors Former President and CEO of Rockwool International A/S Member of the Audit Committee and the Compensation Committee Chairman of the Board of the Rockwool Foundation General Manager of the Kähler Family Meeting Chairman of the Board of A/S Saltbækvig Member of the Board of A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal Tom Kähler has knowledge of general management, R&D and sales and marketing from the international businesses he has been working for. Furthermore, he has knowledge of entrepreneurship from the company Ecoterm which he founded with his brother-in-law Keld Jepsen. He has a close relationship with major shareholders. 44
Board of directors Steen Riisgaard Second Deputy Chairman President & CEO of Novozymes A/S Member of the Compensation Committee Vice Chairman of the Board of Egmont International Holding A/S Member of the Boards of the CAT Science Park A/S and ALK-Abelló A/S Chairman of the Board of WWF (World Wildlife Fund) Denmark. Vice Chairman of the Board of the Egmont Foundation Steen Riisgaard has extensive experience with the establishment and operation of an innovative and efficient international organisation focused on sustainability (Novozymes A/S). 45
Board of directors Connie Enghus Elected by employees International Segment Manager, Rockwool International A/S 46
Board of directors Claus Bugge Garn Elected by employees Vice President, Group Public Affairs, Rockwool International A/S Member of the Board of The Alliance for a Fire Safe Europe. Member of the FM Approvals Advisory Council 47
Board of directors Dorthe Lybye Elected by employees Programme Manager, Group R&D, Rockwool International A/S Member of the Board of the Rockwool Foundation 48
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Agenda item 7 Appointment of auditor 50
Agenda item 7 The board of directors proposes re-election of Ernst & Young, Godkendt Revisionspartnerselskab, as auditor of the company. 51
Agenda item 8 Proposals from the board of directors or shareholders 52
Agenda item 8a 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. 53
Agenda item 8b Approval of revised guidelines for incentivebased remuneration of the management and revised remuneration policy for the company s governing bodies The board of directors proposes that the general meeting approves the revised guidelines for incentive-based remuneration of the management of the company and the revised remuneration policy for the company s governing bodies as adopted by the board of directors. 54
Agenda item 9 Any other business 55
Rockwool International A/S Annual General Meeting 18 April 2012 56