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.

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| Source: Rockwool International A/S
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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
DK�2640 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.

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

8. 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.

9. 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