Notice convening the Annual General Meeting of ROCKWOOL International A/S

5 March 2020

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, 1 April 2020 at 3:00 p.m.

at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark.

Registration for the general meeting must take place no later than Friday, 27 March 2020 either electronically via the shareholder portal on www.rockwoolgroup.com/shareholder or by returning the completed registration form to Computershare A/S.

During the annual general meeting coffee and cake 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.rockwoolgroup.com/agm. The webcast will only include the platform and rostrum. Information on collection and processing of personal data in connection with the annual general meeting is available on the company’s website www.rockwoolgroup.com/agm.

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 2020/2021.
5. Allocation of profits according to the adopted accounts.

The board of directors proposes a distribution of dividends for the financial year 2019 of DKK 32.00 per share of a nominal value of DKK 10. The dividend will be distributed on 6 April 2020 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. Members of the board of directors are elected for the period until the next annual general meeting.

Board member Henrik Brandt has informed the board of directors that he will not seek re-election to the board at the annual general meeting.

The board of directors nominates the following board members for re-election: Carsten Bjerg, Søren Kähler, Thomas Kähler, Andreas Ronken and Jørgen Tang-Jensen.

The board of directors proposes that Rebekka Glasser Herlofsen is elected as 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 enclosed in appendix 1 and are available at the company’s website, www.rockwoolgroup.com/agm.