Rockwool

Pre-Annual General Meeting Information • Mar 9, 2017

Hedehusene, Denmark, 2017-03-09 11:32 CET (GLOBE NEWSWIRE) --

Release no. 3 – 2017
To Nasdaq Copenhagen

ROCKWOOL International A/S
Hovedgaden 584, Entrance C
DK2640 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:

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.

4. Approval of the remuneration of the board of directors for 2017/2018.

5. 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.

1. 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.

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.

1. Appointment of auditors.

The board of directors proposes re-election of PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab as auditor of the company.

1. 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.

1. 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.

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, 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/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.

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