Rockwool

Pre-Annual General Meeting Information • Dec 22, 2010

Hedehusene, Denmark, 2010-12-22 14:00 CET (GLOBE NEWSWIRE) -- Release no. 22 -
2010
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
DK2640 Hedehusene
Phone: +45 4656 0300
www.rockwool.com
Danish CVR no: 54879415

NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF ROCKWOOL INTERNATIONAL A/S

The extraordinary general meeting is hereby convened to take place on Friday,
14 January 2011, at 11:00 a.m. at the company's registered address, Hovedgaden
584, Entrance C, 2640 Hedehusene.

The agenda for the extraordinary general meeting is:

1. Proposal for cancellation of dividend preference of the class B shares
   The Board of Directors proposes that article 3.j. of the Articles of
   Association regarding the dividend preference of the class B shareholders is
   omitted from the Articles of Association. The proposal is based on the fact
   that the dividend preference of the class B shares has been of no importance in
   practice as a result of the company always distributing the same dividend on
   all shares regardless of the share class.
   The company notes that the Danish Tax Authorities have assessed that the
   cancellation of the dividend preference will not have any fiscal consequences
   for the company or the company's shareholders under Danish tax law.

2. Proposal for adoption of re-registration of a part of the company's class A
   shares to class B shares
   The Board of Directors proposes that article 3.a. of the Articles of
   Association is amended so that nominally DKK 20,853,380 of the company's class
   A share capital, corresponding to 2,085,338 class A shares and approx. 16% of
   the company's class A share capital is changed (re-registered) to class B share
   capital at a ratio of 1:1. The proposal is submitted i.a. as a result of a wish
   amongst a number of the company's shareholders to increase the class B share
   capital's percentage of the total share capital and to increase the liquidity
   of the company's shares.

The change will include such class A shares that are transferred to the
following deposit account with the company's share issuing bank, Danske Bank
A/S, by shareholders wishing to participate in the re-registration, no earlier
than Tuesday, 11 January 2011 and no later than Thursday, 13 January 2011:
Bank: Danske Bank A/S
Deposit no.: 4033212100
Account holding institution no.: 04444

A shareholder, who wishes to participate in the re-registration, must address
its custodian bank and give instruction to transfer a specific amount of class
A shares to the above-mentioned deposit account.
The number of class A shares registered as transferred to the deposit account
within the time frame will be announced at the general meeting.
If the number of transferred class A shares exceeds 2,085,338 class A shares, a
proportional amount of the class A shares transferred by the shareholders
(rounded to the nearest integer) will be re-registered in order for the total
amount of re-registered shares to constitute a total of 2,085,338 class A
shares.
If the amount of transferred class A shares is lower than 2,085,338 class A
shares, only such lower number of class A shares in the deposit will be
re-registered.
The re-registration will be completed by registration with VP Securities A/S,
when the proposal has been adopted by the general meeting and registered with
the Danish Commerce and Companies Agency. Transferred and re-registered shares
will immediately hereafter be returned.
If the re-registration is not adopted by the general meeting, Danske Bank will
return all class A shares in the deposit to the custody banks of the respective
shareholders. The custody banks will be in charge of passing on the shares to
the relevant shareholders.
All costs related to utilisation of the possibility for re-registration,
including costs to their own custody bank, are to be defrayed by the respective
shareholders.
The company notes that the re-registration of shares takes place at a 1:1
ratio, and that no compensation will be paid for any difference in stock price
between class A and B shares. Class A shares re-registered to B-shares will as
from the time of re-registration have the same rights as the other class B
shares. As a consequence, the voting rights attached to the re-registered
shares will be reduced from ten votes per share of nominally DKK 10 to one vote
per share of nominally DKK 10.
The company further notes that the Danish Tax Authorities have assessed that
all class A shares re-registered as class B shares from a Danish fiscal point
of view will be considered as having been divested at the time of the
re-registration. Therefore capital gains tax might arise for shareholders, who
are subject to Danish tax and who re-register their shares. The company
recommends that shareholders, who wish to re-register their shares, seek
separate advice.
The company refers to the complete proposals for the general meeting, which
contains practical information about the re-registration.

1. Authorization to the Chairman
   The board of directors proposes that the general meeting authorizes the
   Chairman to register the proposals adopted by the general meeting with the
   Danish Commerce and Companies Agency and to perform all necessary alterations
   in the submitted documents.

—o0o—

Share capital, voting rights and voting requirements
At the time of convening the company's share capital amounts to a nominal value
of DKK 219,749,230, of which nominally DKK 130,728,000 (divided into 13,072,800
shares of a nominal value of DKK 10) is class A share capital, and DKK
89,021,230 (divided into 8,902,123 shares of a nominal value of DKK 10) is
class B share capital. Each class A share of a nominal value of DKK 10 entitles
the holder to ten voting rights and each class B share of a nominal value of
DKK 10 entitles the holder to one voting right, cf. article 9.b. of the
Articles of Association.

Shareholders are entitled to vote, if they on the record date Friday 7 January
2011 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, cf. article 9.c. of the Articles of Association, and
if they have obtained admission cards or submitted absentee votes in due time.

According to article 8.b. of the Articles of Association adoption of a proposal
to amend the Articles of Association under items 1 and 2 of the agenda requires
that at least 40% of the total number of votes in the company is represented at
the general meeting (quorum) and that at least 2/3 of both the votes casted and
of the share capital represented at the general meeting votes in favour of the
proposal. In addition, adoption of the proposals under items 1 and 2 of the
agenda requires that 2/3 of the class B share capital represented at the
general meeting votes in favour of the proposal. The proposal under item 3 of
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 Monday, 10 January 2011. Admission cards can be obtained as
follows:
(a) electronically via the shareholder portal on www.rockwool.com by using the
password and deposit account information sent directly to all registered
shareholders, or
(b) by returning the completed registration form to Computershare A/S,
Kongevejen 418, DK-2840 Holte. The registration form has been forwarded to all
registered shareholders and is available at the company's website
www.rockwool.com.

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 and can also be obtained from
Computershare A/S. Computershare A/S must receive the completed proxy form no
later than on Monday, 10 January 2011. The proxy form may be sent in writing by
ordinary mail or electronically via the shareholder portal on www.rockwool.com.

Postal vote
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, and may also be obtained from the company or Computershare
A/S. Computershare A/S must receive the absentee votes no later than Tuesday,
11 January 2011. Postal votes can be sent in writing by ordinary mail or
electronically via the shareholder portal on www.rockwool.com.

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
extraordinary general meeting as well as the proxy form and absentee votes will
be available at the company's website, www.rockwool.com, up until and including
the day of the general meeting.
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.

Practical aspects
As the extraordinary general meeting is expected to be of a short duration
there will be no catering offered in connection with the general meeting. If
you arrive by car, please note, that there is limited parking space available
at the company's address.

Yours sincerely,
Rockwool International A/S

On behalf of the Board of Directors
Tom Kähler, Chairman of the Board of Directors