Hedehusene, Denmark, 2010-12-17 12:27 CET (GLOBE NEWSWIRE) -- Release no. 18 -
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

17 December 2010

Rockwool International A/S proposes a partial merger of up to 16% of the class
A share capital with the class B share capital through a re-registration scheme
and proposes to cancel the dividend preference of the class B shares 

To increase the class B share capital's share of the total share capital and to
increase the liquidity of the company's shares the Board of Directors of
Rockwool International A/S has decided to grant the company's shareholders a
possibility to alter (re-register) a part of their class A shares in the
company to class B shares in the company in the ratio of 1:1. Consequently, the
Board of Directors proposes to amend the size of the company's class A share
capital and class B share capital in article 3.a. of the Articles of
Association. 

The alteration will take place by a re-registration of participating
shareholders' class A shares to class B shares, and will thus entail a partial
merger of the company's class A and class B share class. The re-registration is
voluntary and will only include the shareholders actively choosing to
participate. 

The re-registration scheme may include up to 2,085,338 class A shares
corresponding to approx. 16% of the class A share capital or approx. 9.5% of
the company's entire share capital. If the re-registration includes all
2,085,338 class A shares, the class A share capital will constitute 50% and the
class B share capital 50% of the company's total share capital after the
re-registration, whereas today it is 59.5% and 40.5% respectively. 

The re-registration is to be adopted at a general meeting, and therefore the
Board of Directors sends out a separate notice to convene an extraordinary
general meeting to be held on Friday, 14 January 2011. The notice to convene
and the complete proposals include further information regarding the
re-registration and the practical steps to be taken by class A shareholders
wishing to participate in the re-registration. Shareholders wishing to
participate in the re-registration must make up their mind no later than
Thursday, 13 January 2011. 

The re-registration scheme is proposed adopted, amongst other things, as a
result of a wish amongst a number of the company's shareholders to change the
allocation between the company's class A share capital and class B share
capital. Due to the fact that the company does not need injection of additional
capital at present, the Board of Directors finds that it is appropriate to
implement such a changed allocation through the proposed re-registration of
existing class A shares to class B shares instead of increasing the company's
class B share capital by a capital increase. 

The Rockwool Foundation has expressed that it expects to utilize the
possibility to re-register a part of its class A shares, however, the
foundation will make sure that after the re-registration it will own no less
than 25% of the company's votes (corresponding to the share of votes in
possession of the foundation immediately after its establishment and
financing). Furthermore, the foundation has expressed that the re-registration
will not cause an amendment of the foundation's offer in accordance with
company announcement no. 6/2009 of 5 May 2009 regarding the swap of class A
shares in the company to class B shares in the company within certain limits.
The foundation's possibility to meet requests for swaps will be increased after
a re-registration in which the foundation participates. 

The company has no plans to adopt further re-registrations of class A shares to
class B shares in the company later on. 

In connection with the proposal to adopt the re-registration the Board of
Directors has reviewed the company's Articles of Association in order to
establish whether some provisions were without value. As a result, the Board of
Directors proposes to omit article 3.j. of the Articles of Association
regarding the dividend preference of the class B shareholders, as the company
always has distributed the same dividend on all shares regardless of share
class, and therefore the dividend preference has been of no importance in
practice. 

Further information may be found on the company's website, www.rockwool.com, or
by contacting Tom Kähler, Chairman of the Board, on tel. +45 46 56 03 00. 



Yours sincerely,
Rockwool International A/S

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