Notice convening the Annual General Meeting of ROCKWOOL International A/S - Seite 2

Subject to election of the above candidates, the board of directors expects to appoint Thomas Kähler
as Chairman and Carsten Bjerg as Deputy Chairman. Thomas Kähler will resign from his position as Senior Vice President, Systems Division if re-elected.

7.     Appointment of auditors.

The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret 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.

8b.  Approval of new remuneration policy for the board of directors and registered directors.

The board of directors proposes that the general meeting approves the new remuneration policy for the board of directors and registered directors.

The proposed new remuneration policy is enclosed as appendix 2 and is available at the company’s website, www.rockwoolgroup.com/agm.

If the new remuneration policy is approved, section 17 of the Articles of Association on overall guidelines for incentive-based remuneration will automatically be deleted and subsequent Articles will be renumbered accordingly.

Proposals from shareholders:

8c.   Assessment of environmental and community impacts from siting of manufacturing facilities and use of water.

Proposal from shareholder Timothy L. Ross:

“So that shareholders can understand and manage risk more effectively, a shareholder proposes that Rockwool prepare and publish an assessment, above and beyond existing disclosures and those required by law, of the results of company policies and practices to minimize the adverse environmental and community impacts, particularly to children, from the company’s siting of its manufacturing facilities as well as from the use, storage, and discharge of water associated with its manufacturing processes, and the risks of adverse regulatory and permitting outcomes with respect to the Company’s current or planned use, storage or discharge of water impairing the Company’s current and scheduled investments in its facilities. Such assessment should be prepared at reasonable cost, omitting confidential information.”