The annual general meeting of shareholders is hereby convened to take place on Wednesday, 17 April 2013 at 4:00 p.m. at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark. Hedehusene, Denmark, 2013-03-21 16:21 CET (GLOBE NEWSWIRE) -- Release no. 02 – 2013 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 21 March 2013 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, 17 April 2013 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, 12 April 2013 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 request to receive a copy of the ROCKWOOL Report 2012 (pamphlet with the annual report but without the complete accounts) by submitting an order form attached to the registration form. 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 2013/2014. 5. Allocation of profits according to the adopted accounts. The board of directors proposes a distribution of dividends for the financial year 2012 of DKK 10.20 per share of a nominal value of DKK 10. The dividend is to be distributed on 23 April 2013 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. Tom Kähler 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, Thomas Kähler and Steen Riisgaard. The board of directors proposes that Søren Kähler 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 Steen Riisgaard as chairman and Carsten Bjerg and Thomas Kähler as first and second deputy chairmen respectively. 7. Appointment of auditor. The board of directors proposes re-election of Ernst & Young, Godkendt Revisionspartnerselskab, as auditor of the company. 8. Proposals from the board of directors or shareholders. Proposals from the board of directors: 8a. 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, 10 April 2013, 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, 12 April 2013. 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, 11 April 2013. 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, 12 April 2013. 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, 16 April 2013. 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, 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 shareholder may request to receive a printed copy of the ROCKWOOL Report 2012 (and the ROCKWOOL Foundation Annual Report 2012) via the shareholder portal on www.rockwool.com/shareholder or by submitting the order form attached to the registration form to Computershare A/S, Kongevejen 418, DK-2840 Holte, so that it reaches Computershare no later than Tuesday, 2 April 2013. The registration form with order form has been sent to all registered shareholders and is also available at the company’s website, www.rockwool.com/agm. Ordered reports will be sent by ordinary mail on Tuesday, 9 April 2013. 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. Yours sincerely, ROCKWOOL International A/S On behalf of the board of directors Tom Kähler, Chairman of the board of directors