Release no. 08 - 2008
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
15 April 2008
Rockwool International A/S
CVR No. 54 87 94 15
Full-text proposals for submission at the Company's Annual General Meeting on
Wednesday 23 April 2008. At the Annual General Meeting the Board of Directors
will table the following proposals:
Re. item 1 - The Board of Directors' report of the Company's activities during
the past financial year.
Re. item 2 - Presentation of the annual report together with the auditors'
report.
Re. item 3 - Approval of the annual report for the past financial year and
discharge of the Management and the Board of Directors.
Item 3.1)
The Board of Directors proposes that the annual report be approved.
Item 3.2)
The Board of Directors proposes that the Management and the Board of Directors
be discharged from liability in relation to the Annual Report.
Re. item 4 - Allocation of profits according to the approved accounts.
The Board of Directors proposes that the profit of the parent company for the
year of DKK million 459.3 be distributed as follows:
Dividend of DKK 14.40 per share with a nominal value of DKK 10: DKK million
311.9
Retained earnings: DKK million 147.4
= DKK million 459.3
The profit of the group for the year of DKK million 2.059.7 shall be
distributed as follows:
Dividend of DKK 14.40 per share with a nominal value of DKK 10 (as mentioned
above): DKK million 311.9
Retained earnings: DKK million 1,654.3
Minority interests: DKK million 93.5
= DKK million 2.059.7
The proposal represents an increase in dividends of 50% compared to dividends
for the financial year 2006.
Dividends will be distributed on 29 April 2008 after the General Meeting's
approval.
Re. item 5 - Election of members of the Board of Directors.
According to Article 14 (a) of the Articles of Association, the members of the
Board of Directors elected by the general meeting are up for election each
year.
The Board of Directors proposes re-election of Tom Kähler, Henrik E. Nyegaard,
Jan W. Hillige and Preben Damgaard and election of Steen Riisgaard, CEO of
Novozymes A/S, and of Thomas Kähler, managing director for RockDelta, a
business within the Rockwool Group.
Appendix 1 contains a description of the new candidates for election to the
Board of Directors.
Re. item 6 - Election of auditors.
The Board of Directors proposes re-election of Ernst & Young, Statsautoriseret
Revisionsaktieselskab.
Re. item 7 - Proposals, if any, from the Board of Directors or from
shareholders.
a. Approval of the remuneration of the Board of Directors for 2008/2009
The Board of Directors proposes that the general meeting approves the following
remuneration of the Board of Directors for the period until the next ordinary
general meeting:
Chairman of the Board of Directors: DKK 608,000
Vice-Chairman of the Board of Directors: DKK 434,000
Other members of the Board of Directors: DKK 250,000
Additional remuneration for members of the Auditing Committee: DKK 65,000
Additional remuneration for members of the Compensation Committee: DKK 54,000
b. Approval of guidelines for incentive-based remuneration for the company's
registered management
The Board of Directors proposes that the general meeting approves the
guidelines for incentive-based remuneration for the registered management of
the Company, as defined by the Board of Directors. The guidelines, which have
been prepared in accordance with new legislation, are attached as Appendix 2.
If the proposal is adopted, the following will be added as a new Section 18 of
the Articles of Association:
”18. The company has adopted guidelines for incentive-based remuneration of the
company's management. The guidelines, which have been approved by the company's
general meeting, are made public on the company's website, www.rockwool.com.”
If the proposal is adopted, the existing Sections 18-21 of the Articles of
Association will be renumbered to Sections 19-22.
c. Authorisation to acquire own shares
The Board of Directors proposes that the general meeting authorise the Board of
Directors to allow the Company to acquire its own shares, including A shares as
well as B shares, of a maximum nominal value of 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, cf. section 48 of
the Companies Act, such authorisation to be valid until the next annual general
meeting.
-o0o-
Appendix 1 - Description of new candidates for election to the Board of
Directors
Thomas Kähler
Thomas Kähler, 37, is Managing Director of the RockDelta business in the
Rockwool Group, a position he has held since 2004. He furthermore serves on the
board of Reelight ApS.
Curriculum Vitae:
* Born 2 November 1970
Education
* Electronical / Mechanical Engineer from Technical University of Denmark 1993
* Business Diploma, 1st part at Copenhagen Business School, 1998
* Expects to finalise MBA at CBS October 2008
Employment record
* Responsible for sales in Denmark and for export of calibrating equipment at
Ametek Denmark A/S 1994-96
* Area Sales Manager at Howden Fans 1996-98
* Regional Sales Manager at RFS Denmark in the ALCATEL Group 1997-2001
* Sales Director RFS Denmark in the ALCATEL Group 2001-04
* Managing Director of the RockDelta business in the Rockwool Group 2004 -
Miscellaneous
* Board Member Mercantilius ApS 2004-06
* Board Member Reelight ApS 2006 -
* Member of the Executive Committee of Young Conservatives 1994-97
* Trainee in Rockwool Limited, Wales in 1989 and in Deutsche Rockwool
Mineralwoll GmbH & Co. OHG, Gladbeck in 1993
* Member of VL-59 (Danish Management Association)
* Participant in the Kähler Family Meetings
* Not considered independent due to employment in the Rockwool Group. Family
ties with Tom Kähler, Chairman of the Board, and Gustav Kähler, Member of the
Board
Steen Riisgaard
Steen Riisgaard, 57, is President and CEO of Novozymes A/S and has had the
position since Novozymes A/S was demerged from Novo Nordisk A/S in 2000.
Mr. Riisgaard was born on 22 March 1951.
* Mr. Riisgaard joined Novo Nordisk A/S in 1979 as a microbiologist in Enzymes
R&D.
* In 1982 he went to Tokyo to start up an Enzymes R&D unit in Novo Nordisk A/S'
subsidiary, Novo Industri Japan Ltd.
* He returned to Denmark in 1985 as director of Enzyme Process Research and the
following year was appointed vice president of the Detergent Enzyme Division.
* In 1989 he was promoted to corporate executive vice president with special
responsibility for Enzyme Business, including Enzyme Research, Enzyme
Development and Application, Enzyme Production, Enzyme Operations and all of
Novo Nordisk A/S' activities in China.
Prior to joining Novo Nordisk A/S, Mr. Riisgaard was a research fellow at the
Serum Institute of Denmark (1976-1977) and a research microbiologist at Foss
Electric, Denmark.
Mr. Riisgaard received his MSc in Biology from the University of Copenhagen.
Mr. Riisgaard serves on the boards of WWF (World Wildlife Fund) Denmark and
Egmont International Holding A/S and is Chairman of EuropaBio.
Mr. Riisgaard is considered to be independent.
-o0o-
As far as other candidates are concerned, please see the annual report 2007.
Appendix 2 - Guidelines for incentive-based remuneration for the management of
Rockwool International A/S
Guidelines for incentive-based remuneration for the management:
These guidelines are the overall guidelines for Rockwool International A/S'
incentive-based remuneration to the registered Management (in Danish
“Direktionen”) of Rockwool International A/S. Incentive-based remuneration is,
notably, not given to members of the Board of Directors who instead receive a
fixed fee approved by the General Meeting.
Incentive schemes for the Management are allocated in accordance with these
guidelines which are subject to approval by the General Meeting.
It is noted that the schemes mentioned in the following have by and large
remained unchanged and part of the company's practice for many years. The bonus
schemes were introduced in the 1980's and stock options schemes in 1998.
Incentive schemes may include all members of Management and may take form of a
cash bonus, stock options or both. It is the Board's assessment that these
types of incentive schemes are suitable to retain and attract qualified
managers and to put the individual manager's interests in alignment with the
interests of the shareholders in the short term as well as in the long term.
Bonus agreements with Management are entered into on yearly basis. The bonus
may amount to anywhere between 0% and 40% of the annual salary that entitle to
pension contributions. The bonus size will depend on the degree of fulfilment
of a number of targets laid down by the Board and based upon the company's
budgeted financial results or other financial key figures and measurable
personal achievements of a financial or non-financial nature. The agreed bonus
basis - i.e. the cash bonus a manager is initially expected to obtain in a year
- usually amounts to half of the maximum bonus.
In addition to cash bonus, the Board may decide to grant stock options to
Management. The options may have duration of up to 6 years and can normally be
exercised 3 years at the earliest and 6 years at the latest after the grant.
Generally, the options must be exercised in open trading windows. The stock
that the company has to deliver upon exercise of the stock options, will
comprise of already existing issued stock which the company acquires in the
market and, thus, the company's share capital will not increase upon exercise
of the options.
The acquisitions of stock referred to above shall take place in the most recent
open trading window prior to the date of grant. The exercise price of the
options must as a minimum be equal to the average acquisition price of the
shares acquired by the company for this purpose.
It may be agreed that a part of the options may be settled in cash with no
right and no obligation for the company to deliver shares (phantom shares). In
this case, the exercise price shall be the same as for the options where actual
shares are delivered.
Each grant is individual and separate and the number of allocated options will
be determined in each case based on the interest in retaining the recipient in
his/her position in the company. Bonus schemes are a part of the remuneration
of Management whereas stock options are granted in addition to a competitive
salary. A grant of stock options does not reduce the base salary, which is - on
the contrary - the case for an assignment of a bonus scheme.
The total number of non-exercised options which at any given point in time may
be granted to Management and other executive employees may as a maximum
comprise rights to purchase shares not exceeding 3% of the share capital.
Moreover, within the one year period that passes from one ordinary General
Meeting to the next, Management and other executive employees may only be
granted options which in total comprise rights to purchase 110,000 shares each
with a nominal value of DKK 10. In addition to these limitations the Board has
decided, in order to ensure the largest degree flexibility, not to define
further limitations as to the value of stock options grants to Management.
Below is a sample calculation of the estimated present value of the stock
options, at the time of grant, in the event of a full allocation in a given
year. Information about the actual value of the stock options assigned in a
financial year will be contained in the annual report.
The Group has - in relation to a majority of the countries in which options are
allocated - tax deductions for costs equal to the gain on the options and the
cash remuneration given as incentive remuneration.
Example of calculation of the present value of stock options:
In the event of an allocation of stock options which give the right to purchase
110,000 shares, each with a nominal value of DKK 10, at market price as of 1
February 2008 the total present value at such time will amount to DKK
38,314,785 (calculated based on the Black-Scholes formula according to the same
principles as applied in the annual report 2007).
-o0o-
