Notice Convening the Annual General Meeting of Rockwool A/s - Seite 2

Subject to election of the above candidates, the board of directors expects to appoint Thomas Kähler
as Chairman and Jørgen Tang-Jensen as Deputy Chairman.

8.   Appointment of auditors.

The board of directors proposes appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) as auditor of the company in accordance with the Audit Committee’s recommendation in respect of statutory financial and sustainability reporting.

9.   Proposals from the board of directors or shareholders.

Proposals from the board of directors:

9a.        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.

9b.        Approval of remuneration policy for the board of directors and registered directors.

The company’s remuneration policy was most recently approved by the shareholders at the annual general meeting in 2020. In line with the Danish Companies Act, the board of directors proposes that the general meeting approves an updated version of the remuneration policy for the board of directors and registered directors. Compared to the 2020 remuneration policy, the updated version includes editorial changes only.

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

9c.        Proposal to contribute 100 MDKK to the Foundation for Ukrainian Reconstruction.

Based on ROCKWOOL's wish to continue to actively contribute to the reconstruction of Ukraine, the board of directors proposes that the general meeting approves that an additional amount of 100 MDKK be contributed to the Foundation for Ukrainian Reconstruction.

In submitting this proposal, the board of directors has assessed that the proposal reflects and supports ROCKWOOL’s values and activities. The board of directors considers that the proposal reflects that the company has a social responsibility and that the conflict in Ukraine is a completely extraordinary situation that affects and is of major importance to the company, its employees and business partners.