Rockwool

AGM Information • Mar 30, 2011

The annual general meeting of shareholders is hereby convened to take place on
Wednesday, 27 April 2011 at 5:00 p.m.
at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark.

Hedehusene, Denmark, 2011-03-30 09:21 CEST (GLOBE NEWSWIRE) --

Release no. 5 - 2011

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

30 March 2011

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, 27 April 2011 at 5:00 p.m.
at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark.

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 the annual report together with the auditors' report.
3. Adoption of the annual report for the past financial year, discharge of the
   management and the board of directors from liability and adoption of the
   company's remuneration policy as published on the company's website,
   www.rockwool.com.
4. Allocation of profits or covering of losses according to the adopted
   accounts.
   The board of directors proposes a distribution of dividends for the financial
   year 2010 of DKK 9.60 per share of a nominal value of DKK 10. The dividend is
   to be distributed on 3 May 2011 after approval by the general meeting.
5. 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. Board members shall, however, retire from the board at the first
   annual general meeting held after his seventieth birthday.
   Since Henrik Elliot Nyegaard has attained the age of 70 he will retire from the
   board at the annual general meeting, cf. article 13.a of the Articles of
   Association.
   The board of directors nominates the remaining board members Jan W. Hillege,
   Bjørn Høi Jensen, Thomas Kähler, Tom Kähler and Steen Riisgaard for
   re-election.
   The board of directors further nominates Carsten Bjerg and Heinz-Jürgen Bertram
   for election and consequently proposes that the number of board members elected
   at the general meeting is increased from 6 to 7 members.
   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
   director's reasons for the nomination are available at the company's website,
   www.rockwool.com.
6. Appointment of auditor.
   The board of directors proposes re-election of Ernst & Young, Godkendt
   Revisionspartnerselskab, as auditor of the company.
7. Proposals from the board of directors or shareholders.
   Proposals from the board of directors:
   7a. Approval of the remuneration of the board of directors for 2011/2012.
   7b. 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.
8. 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, cf. article 9.b.
Shareholders are entitled to vote, if they on the record date Wednesday, 20
April 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.
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 Wednesday, 20 April 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 sent 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 Wednesday, 20 April 2011. The proxy form may be sent in writing
by ordinary mail or electronically via the shareholder portal on
www.rockwool.com.

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, and may also be obtained from the company or Computershare
A/S. Computershare A/S must receive the absentee votes no later than Tuesday,
26 April 2011. Absentee 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
annual general meeting, the audited annual accounts, the company's remuneration
policy as well as the form of proxy and absentee votes will be available at the
company's website, www.rockwool.com, up until and including the day of the
general meeting.

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.

Practical aspects

The general meeting will be transmitted directly via web-cast in Danish and
English. For more information please visit the company's website,
www.rockwool.com.
A light dinner buffet will be served at the general meeting.

Yours sincerely,
Rockwool International A/S

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

Remuneration Policy

Rockwool International A/S' policy for remuneration of its governing bodies is
stated in its comments to the Corporate Governance recommendations, item 6,
which can be found on www.rockwool.com (About the Group/Corporate Governance).
The remuneration policy may be summarised as follows:

• In accordance with Danish law the Group's principles for incentive based
  remuneration has been adopted by the General Meeting and published on
  www.rockwool.com (Investor / Corporate Governance).

These principles and guidelines match the principles given in the
recommendations.

• The remuneration of the Board does not include share option schemes.

• The remuneration package of the Group Management, which includes base salary,
  bonus schemes and benefits, is constructed to make it competitive.

• In addition, share options have been granted from time to time to retain
  members of the Group Management and other leading executives.

The share option schemes for retaining executives fulfil the criteria provided
for in the recommendation.

Details about the schemes are given in the Annual Report - however, not
person-specific.

• The Company has consistently used parameters in a. o. bonus programmes that
  can be verified before payment. Thus special measures for reclaiming are not
  seen as required.

• The termination schemes are in line with national practices

• The Board members are not offered any pension.

• The Company's pension contributions to Members of Group Management are
  reflecting the level of the executives' home country. The Company does not
  disclose details for contributions made or to be made by the company for an
  executive pension scheme. The Group has given it high priority to make all
  pension schemes defined contribution schemes and secure that the necessary
  provision has been made year by year. Only one member of Group Management has a
  defined benefit pension scheme.

Candidates for the Board of Directors

Tom Kähler
Chairman
Born 11 June 1943
Nationality: Danish

Education
1971: Graduate Diploma in Business Administration (HD), Copenhagen Business
School
1968: MSc (Engineering) (chemistry), Technical University of Denmark
1962-1963: University of Colorado

Main points of career
1987-2004: President and CEO of the Rockwool Group
1983-1986: Deputy President and COO of the Rockwool Group
1978-1983: Division Managing Director, Diversification Division (Systems
Division), Rockwool International A/S
1974-1978: Founder and Director of Ecoterm A/S
1971-1973: Assistant to the founder and CEO of Nordisk Ventilator Co. A/S
1970-1971 Research engineer at Niro Atomizer A/S

Other positions related to the company
Member of the Audit Committee.
Member of the Compensation Committee.
Chairman of the Board of the Rockwool Foundation.
General Manager of the Kähler Family Meeting.

Positions in other Danish public limited companies
Chairman of the Board of A/S Saltbækvig.

Other positions
Member of the Supervisory Board of A.P. Møller & Hustru Chastine Mc-Kinney
Møllers Fond til almene Formaal.

Re-election motivation
Tom Kähler has extensive knowledge of general management, R&D and sales and
marketing in international businesses and companies established by him and he
has a close relationship with major shareholders.

Steen Riisgaard
Second Deputy Chairman
Born 22 March 1951
Nationality: Danish

Education
1976: MSc in Biology, University of Copenhagen

Main points of career
2000- : President & CEO of Novozymes A/S
1989-2000: Corporate Executive Vice President, Enzyme Business, Novo Nordisk A/S
1986: Director of Detergent Enzyme Division, Novo Industri A/S
1985: Director of Enzyme Process Research, Novo Industri A/S

Other positions related to the company
Member of the Compensation Committee.

Positions in other Danish public limited companies
President & CEO of Novozymes A/S.
Vice Chairman of the Board of Egmont International Holding A/S.
Member of the Board of the Cat Science Park A/S.

Other positions
Chairman of the Board of WWF (World Wildlife Fund) Denmark.
Vice Chairman of the Board of the Egmont Foundation.
Member of the Danish Government's Growth Forum.

Re-election motivation
Steen Riisgaard has extensive experience with the establishment and operation
of an innovative and efficient international organisation focused on
sustainability (Novozymes A/S).

Jan W. Hillege
Born 20 October 1941
Nationality: Dutch

Education
1967-1972: University degree in Industrial Engineering / Marketing
1963-1967: Electrotechnology, Technical University, Delft
1961: Bisschoppelijk College Sittard

Main points of career
1996-2003: President & CEO of Grontmij NV
1986-1996: Vice President of DSM Corporation
1984-1986: Vice President and later President of DSM Plastic Products
1980-1984: Deputy Director General for Industry, Dutch Ministry of Economic
Affairs

Other positions related to the company
Member of the Audit Committee.

Other positions
Member of the boards of Plasticon and Enza.
Member of the Audit Committee of Enza.

Re-election motivation
Jan W. Hillege has extensive experience of the public sector (the Ministry of
Economic Affairs in the Netherlands) and of the private sector (CEO in
Grontmij, a leading engineering firm). In addition, Jan W. Hillege has
considerable experience working in auditing committees.

Bjørn Høi Jensen
Born 6 October 1961
Nationality: Danish

Education
1985: MSc in Economics, University of Copenhagen

Main points of career
2008- : Member of the Investment Committee of EQT
1995-2008: Senior partner of EQT
1985-1995: Investment banker in Copenhagen and London

Other positions related to the company
Member of the Rockwool Polska Supervisory Committee
Member of the Audit Committee

Positions in other Danish public limited companies
Vice Chairman of the Board of Erhvervsinvest Management A/S.
Member of the boards of DOVISTA A/S and Gyldendalske Boghandel, Nordisk Forlag
A/S.

Other positions
Member of the Board of CEPOS.

Re-election motivation
Bjørn Høi Jensen has extensive experience within general management and
financing matters from previous employments in the private equity and banking
sectors.

Thomas Kähler
Born 2 November 1970
Nationality: Danish

Education
2008: MBA, Copenhagen Business School
1998: Business Diploma, 1st part, Copenhagen Business School
1993: Electrical / Mechanical Engineer, Technical University of Denmark

Main points of career
2009- : Managing Director of Rockwool Scandinavia
2004-2009 : Managing Director of RockDelta
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
Managing Director of Rockwool Scandinavia.
Member of the Kähler Family Meeting.

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.

Carsten Bjerg
Born 12 November 1959
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
2007- : CEO and Group President of Grundfos Management A/S
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

Other positions
Chairman of the Board in DHI Water & Environment
Chairman of the Board of Grundfos China Holding Co., Ltd. (China) and Grundfos
Pumps (Shanghai) Co., Ltd. (China).
Member of the Board of Grundfos Finance A/S, Grundfos Holding AG (Switzerland)
and Grundfos New Business A/S.
Chairman of the Board of FORNYELSESFONDEN.
Member of the General Council of the Confederation of Danish Industries (DI).
Board member of the Federation of Employers in the Provincial Industry.

Election motivation
The Board proposes the election of Carsten Bjerg because of his extensive
experience in strategic management of an international company (The Grundfos
Group) and extensive knowledge of R&D, production and sustainability.

Heinz-Jürgen Bertram
Born 18 September 1958
Nationality: German

Education
1987: PhD Chemistry, University of Hannover, Germany
1985: Diploma Chemistry, University of Hannover, Germany

Main points of career
2009- : CEO of Symrise AG
2006-2009: President, Flavour Division, Symrise AG
2004-2006: Chief Technology Office & Global Head of Operations of Symrise AG
2003-2004: Chief Technology Officer & President, Aroma Chemicals Division,
Symrise AG
2003-2003: Corporate VP, Corporate Research, Symrise AG
2002-2002: Corporate VP, R&D, Haarmann & Reimer
1999-2001: Corporate VP, R&D Flavors, H&R Holzminden, Haarmann & Reimer
1997-1999: VP, Technical Services, H&R Florasynth, Teterboro, NJ, USA
1996-1997: Director, Technical Services, H&R Corporation, Springfield, NJ, USA
1990-1995: Laboratory Manager, Flavour & Fragrance Research, Corporate
Research, Haarmann & Reimer
1987-1990: Laboratory Manager, Agrochemical & Pharmaceutical Research, Central
Research, Bayer AG
1985-1987: Scientific Assistant, Institute for Organic Chemistry, at Leibniz
University Hannover

Other positions
Member of the Regional Board Nord/LB-Holzminden
Member of the Board of Deutsche Bank - Region Hannover

Election motivation
The Board proposes the election of Heinz-Jürgen Bertram because of his
extensive experience with strategic management of an internationally expanding
company (Symrise AG), headquartered in the Rockwool Group's largest single
market, Germany, as well as his thorough knowledge of R&D and sourcing of raw
materials.

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