Rockwool

AGM Information • Mar 21, 2013

The annual general meeting of shareholders is hereby convened to take place on
Wednesday, 17 April 2013 at 4:00 p.m. at Roskilde Kongrescenter, Møllehusvej
15, DK-4000 Roskilde, Denmark.

Hedehusene, Denmark, 2013-03-21 16:21 CET (GLOBE NEWSWIRE) --

Release no. 02 – 2013
To NASDAQ OMX Nordic Exchange Copenhagen A/S

This is a translation of the Danish version.
Only the Danish version is legally binding.

ROCKWOOL INTERNATIONAL A/S
Hovedgaden 584, Entrance C
DK-2640 Hedehusene
Phone: +45 4656 0300
www.rockwool.com
Danish CVR no: 54879415

21 March 2013

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, 17 April 2013 at 4:00 p.m.
at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark.

Please note that registration for the general meeting must take place no later
than Friday, 12 April 2013 either electronically via the shareholder portal on
www.rockwool.com/shareholder or by returning the completed registration form to
Computershare A/S. The shareholders may request to receive a copy of the
ROCKWOOL Report 2012 (pamphlet with the annual report but without the complete
accounts) by submitting an order form attached to the registration form. Please
see further below.

During the annual general meeting coffee and Danish pastry 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 2013/2014.

5. Allocation of profits according to the adopted accounts.
   The board of directors proposes a distribution of dividends for the financial
   year 2012 of DKK 10.20 per share of a nominal value of DKK 10. The dividend is
   to be distributed on 23 April 2013 after approval by the general meeting.

6. 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. A member of the board of
   directors is elected for a period lasting until the next annual general
   meeting.

Tom Kähler has informed the board of directors that he will retire from the
board at the annual general meeting.

The board of directors nominates the following board members for re-election:
Heinz-Jürgen Bertram, Carsten Bjerg, Bjørn Høi Jensen, Thomas Kähler and Steen
Riisgaard.

The board of directors proposes that Søren Kähler is elected as a new member 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 available at the company’s website,
www.rockwool.com/agm.

Subject to election of the above candidates, the board of directors expects to
appoint Steen Riisgaard as chairman and Carsten Bjerg and Thomas Kähler as
first and second deputy chairmen respectively.

1. Appointment of auditor.
   The board of directors proposes re-election of Ernst & Young, Godkendt
   Revisionspartnerselskab, as auditor of the company.

2. 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, 10
April 2013, 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 if they have obtained admission cards or submitted absentee
votes in due time.

All proposals on the agenda may be adopted by a simple majority vote.

Admission cards
Shareholders wishing to attend the general meeting must obtain an admission
card no later than Friday, 12 April 2013. 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, or
(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 and is also available at the company’s website,
www.rockwool.com/agm.

Please note that admission cards will be issued from Thursday, 11 April 2013.

Proxy
A shareholder may utilise his 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, 12 April 2013. 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 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 the company or
Computershare A/S. Computershare A/S must receive the absentee votes no later
than Tuesday, 16 April 2013. 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 to convene 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, up until and including the day of the general meeting.

A shareholder may request to receive a printed copy of the ROCKWOOL Report 2012
(and the ROCKWOOL Foundation Annual Report 2012) via the shareholder portal on
www.rockwool.com/shareholder or by submitting the order form attached to the
registration form to Computershare A/S, Kongevejen 418, DK-2840 Holte, so that
it reaches Computershare no later than Tuesday, 2 April 2013. The registration
form with order form has been sent to all registered shareholders and is also
available at the company’s website, www.rockwool.com/agm. Ordered reports will
be sent by ordinary mail on Tuesday, 9 April 2013.

Questions
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
     Tom Kähler, Chairman of the board of directors