Rockwool

AGM Information • Mar 13, 2014

The annual general meeting of shareholders is hereby convened to take place on
Wednesday, 9 April 2014 at 4:00 p.m.
at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark.

Hedehusene, Denmark, 2014-03-13 15:42 CET (GLOBE NEWSWIRE) --

Release no. 02 – 2014
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

13 March 2014

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, 9 April 2014 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, 4 April 2014 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 order a copy of the ROCKWOOL Report
2013 (pamphlet with the annual report but without the complete accounts) on our
website. 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 2014/2015.

5. Allocation of profits according to the adopted accounts.
   The board of directors proposes a distribution of dividends for the financial
   year 2013 of DKK 10.40 per share of a nominal value of DKK 10. The dividend is
   to be distributed on 15 April 2014 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.
   The current chairman of the board of directors, Steen Riisgaard, 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, Søren Kähler and Thomas
   Kähler..
   The board of directors proposes that Lars Frederiksen 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 Bjørn Høi Jensen as new chairman and Carsten Bjerg and Thomas Kähler as
first and second deputy chairmen respectively.

1. Appointment of auditor.
   The board of directors proposes election of PricewaterhouseCoopers
   Statsautoriseret Revisionspartnerselskab, as new auditor of the company.

2. Proposals from the board of directors or shareholders.
   Proposals from the board of directors:

8a. Presentation of the annual report in English.
The board of directors proposes that the general meeting adopts that the
company's future annual report shall be prepared and presented in English.
As a result of the board of directors’ proposal, it is proposed that the
wording of article 19 of the Articles of Association is amended to the
following:
“The annual report shall be prepared and presented in English. The preparation
thereof shall be in compliance with the rules in force from time to time”.

8b. 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, 2
April 2014, 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, 4 April 2014. 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, 3 April 2014.

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, 4 April 2014.

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, 8 April 2014. 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 with appendix 1,
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 printed copy of the ROCKWOOL Report 2013 (and the ROCKWOOL Foundation Annual
Report 2013) may be ordered on our website www.rockwool.com/order no later than
Sunday, 23 March 2014 for receipt prior to 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.

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
     Steen Riisgaard, Chairman of the board of directors