Company announcement
for ROCKWOOL A/S
Release no. 11 – 2026
to Nasdaq Copenhagen
19 March 2026
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF ROCKWOOL A/S
The annual general meeting of shareholders is hereby convened to take place on
Wednesday, 15 April 2026 at 3:00 p.m.
in Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark.
Registration for the general meeting must take place no later than Friday, 10 April 2026 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.
Agenda including the complete proposals:
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.
The board of directors proposes that the annual report is approved, and that the management and the board of directors are discharged from liability.
4. Presentation of and advisory vote on remuneration report.
5. Approval of the remuneration of the board of directors for 2026/2027.
The board of directors proposes that the general meeting approves the following remuneration of the board of directors for the period until the next annual general meeting:
Chair of the board of directors: 1,410,000 DKK
Deputy Chair of the board of directors: 940,000 DKK
Other members of the board of directors: 470,000 DKK
Supplement to Audit Committee chair: 388,000 DKK
Supplement to Audit Committee members: 235,000 DKK
Supplement to Remuneration and Nomination Committee members: 118,000 DKK
The proposed remuneration represents an increase of 3.2 percent compared to the remuneration level for 2025/2026. The remuneration was most recently adjusted in 2025. The purpose of the proposed increases is to align the remuneration of board members with that of other Danish Large Cap Companies.
6. Allocation of profits according to the adopted accounts.
The board of directors proposes that a dividend for the financial year 2025 of 4.15 DKK (corresponding to approximately EUR 0.56) per share of nominally 1 DKK be distributed. The dividend will be paid on 20 April 2026 following 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: Ilse Irene Henne, Rebekka Glasser Herlofsen, Carsten Kähler, Thomas Kähler, Jørgen Tang-Jensen and Claes Westerlind.
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 on the company’s website, www.rockwool.com/group/agm.
Subject to election of the above candidates, the board of directors expects to appoint Thomas Kähler as Chair and Jørgen Tang-Jensen as Deputy Chair.
8. Appointment of auditors.
The board of directors proposes re-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.
The Audit Committee is free from influence by third parties and has not been impacted by any agreements with third parties, which limit the general meeting’s choice to certain auditors or audit firms.
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 percent 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 percent from the most recent listed price.
9b. Reduction of the company’s share capital for the purpose of cancelling own shares.
The board of directors proposes a reduction of the company’s share capital from nominally 211,605,790 DKK to nominally 207,259,230 DKK by cancellation of repurchased class B shares of nominally 4,346,560 DKK corresponding to 4,346,560 class B shares of nominally 1 DKK each.
The board of directors’ proposal to reduce the company’s share capital is made to adjust the capital structure in continuation of the share buy-back programme made to distribute funds to the shareholders. The class B shares proposed for cancellation were repurchased for the total sum of 1,118,997,503 DKK which means that, in addition to the nominal reduction amount, 1,114,650,943 DKK has been distributed to the shareholders. The capital reduction will be completed following expiry of a four (4) week creditor notice period.
As a result, it is proposed to amend article 3.a of the company’s Articles of Association with effect from the implementation of the capital reduction as follows:
”3.a: The share capital of the company is DKK 207,259,230; of which class A shares constitute DKK 97,646,118 and class B shares DKK 109,613,112.”
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 nominally 211,605,790 DKK. The share capital is divided into shares of nominally 1 DKK each, consisting of 97,646,118 class A shares and 113,959,672 class B shares. Each class A share carries ten votes, and each class B share carries one vote according to article 10.b of the Articles of Association.
Shareholders are entitled to vote, if they on the record date, Wednesday, 8 April 2026, are registered in the company’s register of shareholders or have given notice to the company 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.
To adopt the proposal under agenda item 9b, shareholders corresponding to at least two thirds of the votes cast and of the share capital represented at the general meeting must vote in favour of the proposal, and more than 40 percent of the total number of votes in the Company must be represented at the general meeting. All other proposals on the agenda may be adopted by a simple majority vote.
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, 10 April 2026. 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, 10 April 2026. 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, 13 April 2026. 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 and the complete proposals, information about voting rights and capital structure at the time of the notice convening the annual general meeting, the annual report, remuneration report, 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 questions or comments soonest possible and no later than Sunday, 12 April 2026 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, Chair of the board of directors
