AI assistant
Rockwool Proxy Solicitation & Information Statement 2017
3382_rns_2017-03-09_3256c024-76fc-4cd1-a911-9a16f316868e.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Release no. 3 – 2017
To Nasdaq Copenhagen
ROCKWOOL International A/S
Hovedgaden 584, Entrance C
DK-2640 Hedehusene
Phone: +45 4656 0300
www.rockwool.com
Danish CVR no: 54879415
Page 1/4
9 March 2017
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF ROCKWOOL INTERNATIONAL A/S
The annual general meeting of shareholders is hereby convened to take place on
Wednesday, 5 April 2017 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, 31 March 2017 either electronically via the shareholder portal on www.rockwool.com/shareholder or by returning the completed registration form to Computershare A/S.
During the annual general meeting coffee and cake will be served.
The general meeting will be transmitted in full directly via webcast in Danish and English. The webcast and further information is available at the company's website, www.rockwool.com/agm. The webcast will only include the platform and rostrum.
The agenda for the annual general meeting is as follows:
- The board of directors' report on the company's activities during the past financial year.
- Presentation of annual report with auditors' report.
- Adoption of the annual report for the past financial year and discharge of liability for the management and the board of directors.
- Approval of the remuneration of the board of directors for 2017/2018.
- Allocation of profits according to the adopted accounts.
The board of directors proposes a distribution of dividends for the financial year 2016 of DKK 18.80 per share of a nominal value of DKK 10. The dividend is to be distributed on 10 April 2017 after approval by the general meeting.
- 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.
Board members, Bjørn Høi Jensen and Lars Frederiksen, have informed the board of directors that they will not seek re-election to the board at the annual general meeting.
The board of directors nominates the following board members for re-election: Carsten Bjerg, Søren Kähler, Thomas Kähler and Andreas Ronken.
The board of directors proposes that Henrik Brandt and Jørgen Tang-Jensen are elected as new members of the board of directors.
Release no. 3 – 2017
To Nasdaq Copenhagen
ROCKWOOL International A/S
Hovedgaden 584, Entrance C
DK-2640 Hedehusene
Phone: +45 4656 0300
www.rockwool.com
Danish CVR no: 54879415
Page 2/4
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, are enclosed in schedule 1 and are available at the company's website, www.rockwool.com/agm.
Subject to election of the above candidates, the board of directors expects to appoint Henrik Brandt as Chairman and Carsten Bjerg and Søren Kähler as first and second Deputy Chairman, respectively.
- Appointment of auditors.
The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as auditor of the company.
- Proposals from the board of directors or shareholders.
Proposals from the board of directors:
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.
- 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 DKK 219,749,230, divided into a class A share capital of a nominal value of DKK 112,316,270 (11,231,627 shares of a nominal value of DKK 10 each) and a class B share capital of a nominal value of DKK 107,432,960 (10,743,296 shares of a nominal value of DKK 10 each). Each class A share of a nominal value of DKK 10 entitles to ten votes, and each class B share of a nominal value of DKK 10 entitles to one vote according to article 9.b of the Articles of Association.
Shareholders are entitled to vote, if they on the record date, Wednesday, 29 March 2017, 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 9.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 something new this year, 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.
Release no. 3 – 2017
To Nasdaq Copenhagen
ROCKWOOL International A/S
Hovedgaden 584, Entrance C
DK-2640 Hedehusene
Phone: +45 4656 0300
www.rockwool.com
Danish CVR no: 54879415
Page 3/4
At the registration counter, shareholders will receive a printed ballot for the general meeting upon providing proof of admission card(s) or identification.
Shareholders wishing to attend the general meeting must request an admission card no later than Friday, 31 March 2017. Admission cards can be obtained as follows:
(a) electronically via the shareholder portal on www.rockwool.com/shareholder by using the password and deposit account information sent directly to all registered shareholders or NemID;
(b) by returning the completed registration form to Computershare A/S, Kongevejen 418, DK-2840 Holte. 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/agm; or
(c) by contacting Computershare A/S by phone, (+45) 4546 0997 (weekdays between 09:00 and 15:30 (CET)) or by email, [email protected].
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/agm, and can also be obtained from Computershare A/S.
Computershare A/S must receive the completed proxy form no later than on Friday, 31 March 2017. The proxy form may be sent in writing by ordinary mail or electronically via the shareholder portal on www.rockwool.com/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/agm, and may also be obtained from Computershare A/S.
Computershare A/S must receive the absentee votes no later than Monday, 3 April 2017. Absentee votes can be sent in writing by ordinary mail or electronically via the shareholder portal on www.rockwool.com/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 as well as the form of proxy and absentee votes will be available at the company's website, www.rockwool.com/agm, in the period from the publication of the notice and until and including the day of the general meeting.
A printed copy of the ROCKWOOL Group 2016 (pamphlet with extract of the annual report) and the ROCKWOOL Foundation Annual Report 2016 may be ordered on our website www.rockwool.com/order.
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.
ROCKWOOL International A/S
Hovedgaden 584, Entrance C
DK-2640 Hedehusene
Phone: +45 4656 0300
www.rockwool.com
Danish CVR no: 54879415
Release no. 3 – 2017
To Nasdaq Copenhagen
Page 4/4
Up until the day before the general meeting the shareholders can submit questions in writing to the company regarding the agenda or documents for the purpose of the general meeting.
Yours sincerely,
ROCKWOOL International A/S
On behalf of the board of directors
Bjørn Høi Jensen, Chairman of the board of directors
ROCKWOOL
Schedule 1: Candidates for the board of directors
HENRIK BRANDT
Date of birth: 29 September 1955
Proposed elected to the Board: 2017
Independent according to the corporate governance recommendations
Nationality: Danish
President & CEO of Royal Unibrew A/S
Education
1985: MBA from Stanford University, USA
1980: MSc (Economics and Business Administration) from Copenhagen Business School
Main points of career
2008- : President & CEO of Royal Unibrew A/S, Denmark
2003-2008: President & CEO of Unomedical A/S, Denmark
1999-2002: President & CEO of Sophus Berendsen A/S, Denmark
1992-1999: Group Exec., House of Prince A/S and CEO of Scandinavian Tobacco A/S, Denmark
1989-1992: President & CEO of Fritz Hansen A/S, Denmark
1987-1988: President & CEO of Kevi A/S, Denmark
Other positions related to the company
Positions in other Danish companies
Chairman of the Boards of Toms Gruppen A/S and Uno Equity ApS.
Member of the Boards of Gerda and Victor B. Strands Fond & Gerda and Victor B. Strand Holding A/S, Denmark
Other positions
Member of the Boards of Ferd Holding as, Norway and Hansa Borg Bryggerier as, Norway
ROCKWOOL
Schedule 1: Candidates for the board of directors
Election motivation
Henrik Brandt has extensive international experience from executive positions in large Danish companies and board positions in Danish and foreign companies. Henrik Brandt has long industrial experience and extensive expertise within, among others, strategic management.
Remuneration for 2016/2017 as determined by the general meeting April 2016
New candidate – no remuneration received for 2016/2017
CARSTEN BJERG
First Deputy Chairman
Date of birth: 12 November 1959
Elected to the Board: 2011
Independent according to the corporate governance recommendations
Nationality: Danish
Education
1985: Advanced Course in Production Methods and Management, Cambridge University
1983: Engineering degree from the Technical University of Denmark
Main points of career
2013-: Board member
2007-2013: CEO of Grundfos Holding A/S and President of the Grundfos Group
2003-2006: Deputy CEO, Grundfos Management A/S
2000-2002: EVP, Group Production Director, Grundfos Management A/S
1997-1999: SVP, International Production, Grundfos Management A/S
1994-1997: Product Line Director, Danfoss A/S
1989-1994: Production Manager / Plant Manager, Danfoss A/S
1985-1989: Project Manager, Danfoss A/S
1983-1984: Production Rotation Engineer, Danfoss A/S
ROCKWOOL
Schedule 1: Candidates for the board of directors
Other positions related to the company
Member of the Chairmanship.
Chairman of the Audit Committee.
Member of the Remuneration Committee.
Positions in other Danish companies
Chairman of the Board of PCH Engineering A/S, Ellegaard A/S and Guldager A/S.
Vice Chairman of the Board of Højgaard Holding A/S.
Member of the Boards of Vestas Wind Systems A/S, MT Højgaard A/S, K. Nissen International A/S and Agrometer A/S.
Other positions
-
Re-election motivation
Carsten Bjerg has extensive experience in strategic management of an international company (the Grundfos Group) and extensive knowledge of R&D, production and sustainability.
Remuneration for 2016/2017 as determined by the general meeting April 2016
Deputy Chairmen of the Board DKK 660,000
Supplement for Chairman of the Audit Committee DKK 275,000
Supplement for members of the Remuneration Committee DKK 82,500
SØREN KÄHLER
Second Deputy Chairman
Date of birth: 25 July 1950
Elected to the Board: 2013
Not independent according to the corporate governance recommendations
Nationality: Danish
Education
1977: MSc. (Engineering) (chemistry), Technical University of Denmark
ROCKWOOL
Schedule 1: Candidates for the board of directors
Main points of career
1994-2005: Finance Manager of ROCKWOOL Engineering, ROCKWOOL International A/S
1988-1993: Vice President, Finance of ROCKMENT A/S
1984-1987: Technical Project Manager of F. L. Smidth & Co. A/S (Denmark)
1980-1983: Project Leader of F. L. Smidth & Co. A/S (Iraq)
1977–1979: Sales Engineer of F. L. Smidth & Co. Ltd. (UK)
Other positions related to the company
Member of the Chairmanship.
Member of the Remuneration Committee.
Member of the Audit Committee.
Member of the Board of the ROCKWOOL Foundation.
Member of the Kähler Family Meeting.
Positions in other Danish companies
Chairman of the Board of A/S Saltbækvig.
Other positions
Member of the Board of the Foundation Sagnlandet Lejre.
Re-election motivation
Søren Kähler has experience with management in international businesses and has a close relationship with major shareholders.
Remuneration for 2016/2017 as determined by the general meeting April 2016
Deputy Chairman of the Board DKK 660,000
Supplement for members of the Audit Committee DKK 165,000
Supplement for members of the Remuneration Committee DKK 82,500 annually
ROCKWOOL
Schedule 1: Candidates for the board of directors
JØRGEN TANG-JENSEN
Date of birth: 5 August 1956
Proposed elected to the Board: 2017
Independent according to the corporate governance recommendations
Nationality: Danish
CEO of VELUX A/S
Education
1997: MBA from Stanford University, USA
1989: IMD, Switzerland
1981: MSc (International Business), Aarhus Business School
Main points of career
2001-: CEO of VELUX A/S, Denmark
1990-2000: Group Director of VELUX Industri A/S, Denmark
1984-1990: Managing Director of Novelco A/S, Denmark
1981-1984: Product Manager of VELUX International A/S, Denmark
Other positions related to the company
Positions in other Danish companies
Member of the Board of Coloplast A/S, Denmark
Other positions
Member of the Board of Geberit AG, Switzerland
Chairman of the Danish Green Investment Fund
Member of the Confederation of Danish Industry's (DI) Committee on Business Policy
Election motivation
Jørgen Tang-Jensen has a long term experience from the building materials industry and a vast understanding of corporate governance due to his active role in several organizations.
ROCKWOOL
Schedule 1: Candidates for the board of directors
Remuneration for 2016/2017 as determined by the general meeting April 2016
New candidate – no remuneration received for 2016/2017
THOMAS KÄHLER
Date of birth: 2 November 1970
Elected to the Board: 2008
Not independent according to the corporate governance recommendations
Nationality: Danish
Senior Vice President, Head of Systems Division, ROCKWOOL International A/S
Education
2016: IMD, High performance Boards
2008: MBA, Copenhagen Business School, Denmark
1998: Business Diploma, 1st part, Copenhagen Business School, Denmark
1993: Electrical / Mechanical Engineer, Technical University of Denmark
Main points of career
2015-: Senior Vice President, Head of Systems Division, ROCKWOOL International A/S
2009-2015: Managing Director of ROCKWOOL Scandinavia
2004-2009: Managing Director of RockDelta A/S
2001-2004: Sales Director at RFS Denmark A/S (Alcatel Group)
1998-2001: Regional Sales Manager at RFS Denmark A/S (Alcatel Group)
1996-1998: Regional Sales Manager at Howden Denmark A/S
1994-1996: Area Sales Manager at Ametek Denmark A/S
Other positions related to the company
Member of Group Management, and Senior Vice President, Head of Systems Division.
Member of the Kähler Family Meeting.
Positions in other Danish companies
ROCKWOOL
Schedule 1: Candidates for the board of directors
Other positions
Member of the Board of Energy Technology Development and Demonstration Programme (EUDP), Denmark.
Re-election motivation
Thomas Kähler has experience with management, marketing, sales and business development in international businesses and has a close relationship with major shareholders.
Remuneration for 2016/2017 as determined by the general meeting April 2016
Other members of the Board DKK 330,000 annually
ANDREAS RONKEN
Date of birth: 8 May 1967
Elected to the Board: 2016
Independent according to the corporate governance recommendations
Nationality: German
CEO of Alfred Ritter GmbH &Co.KG
Education
2002: Executive Master of Business Administration, University of Bremen, Germany
1993: Dipl. Ing. in Mechanical Engineering, University of Dortmund, Germany
1991: MSc. in Industrial Engineering, and CIMS Certificate, Georgia Institute of Technology, Atlanta, Georgia, USA
1990: Bachelor (Vordiplom), Mechanical Engineering, University of Dortmund, Germany
Main points of career
2015-: CEO of Alfred Ritter GmbH &Co.KG
2005-2014: Managing Director/Vice President, Production and Technology, Alfred Ritter GmbH & Co.KG, Germany
2002-2005: Site Director Supply Chain, Masterfoods/Mars Inc., Breitenbrunn, Austria
1997-2002: R&D Manager, Masterfoods/Mars Inc., Minden, Germany
1996-1997: Shift-/Production Manager, Masterfoods/Mars Inc., Bruck, Austria
1995-1996: Process Engineer, Masterfoods/Mars Inc., Verden, Germany (Dry Petfood
ROCKWOOL
Schedule 1: Candidates for the board of directors
Production)
1994-1995: R&D Assignment, Masterfoods/Mars Inc., St. Denis L'Hotel, France
1993-1994: Management Trainee, Masterfoods/Mars Inc., Verden, Germany
Other positions related to the company
Positions in other Danish companies
Other positions
Member of Advisory Board of Otto Cosmetic GmbH, Groß Rohrheim, Germany.
Election motivation
Andreas Ronken has extensive experience in strategic management in international companies (Mars Inc. and Alfred Ritter Group) and profound knowledge of marketing, branding, supply chain management and R&D.
Remuneration for 2016/2017 as determined by the general meeting April 2016
Other members of the Board DKK 330,000
OTHER MEMBERS OF THE BOARD (NOT UP FOR ELECTION):
LARS ELMEKILDE HANSEN
Born 25 December 1960
Elected to the Board of Directors: 2014
Elected by employees
Nationality: Danish
Senior Project Manager, ROCKWOOL International A/S
Education
1989: Business Diploma, Logistics, Copenhagen Business School
1986: MSc. (Engineering) (Machine), Technical University of Denmark
ROCKWOOL
Schedule 1: Candidates for the board of directors
Other positions related to the company
Member of the Board of the ROCKWOOL Foundation.
Positions in other Danish companies
Other positions
Remuneration for 2016/2017 as determined by the general meeting April 2016
Other members of the Board of Directors DKK 330,000
CONNIE ENGHUS THEISEN
Date of birth: 20 November 1960
Elected to the Board: 2006
Elected by employees
Nationality: Danish
Head of Stakeholder Engagement, ROCKWOOL International A/S
Education
1994: Graduate Diploma in Business Administration (HDA), Odense University
1985: Master of Art, Odense University - Cand. Mag.: principal subject: German, subsidiary subject: English
Other positions related to the company
Positions in other Danish companies
ROCKWOOL
Schedule 1: Candidates for the board of directors
Other positions
Member of the Board of Active House Alliance, Belgium.
Member of the Advisory Committee of AktivPLUS, Germany.
Remuneration for 2016/2017 as determined by the general meeting April 2016
Other members of the Board DKK 330,000
DORTE HANNE PAGE LARSEN
Date of birth: 15 May 1955
Elected to the Board: 2014
Elected by employees
Nationality: Danish
Senior Transport Coordinator, ROCKWOOL International A/S
Education
1982: Professional Training in Procurement/Shipping/Logistics/Insurance
1973: Roskilde Business School
Other positions related to the company
Member of the Working Environment Committee of ROCKWOOL International A/S, elected by employees
Positions in other Danish companies
-
Other positions
-
Remuneration for 2016/2017 as determined by the general meeting April 2016
Other members of the Board DKK 330,000