Release no. 06 - 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
DK-�2640 Hedehusene
Phone: +45 4656 0300
www.rockwool.com
Danish CVR no: 54879415
24 March 2010
NOTICE CONVENING THE ANNUAL GENERAL MEETING IN ROCKWOOL INTERNATIONAL A/S
The annual general meeting of shareholders is hereby convened to take place on
Wednesday, 21 April 2010, at 5:00 p.m.
at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark.
The agenda for the annual general meeting is:
1. The board of directors' report on the company's activities during the past
financial year.
2. Presentation of the annual report together with the auditors' report.
3. Adoption of the annual report for the past financial year and discharge of
the management and the board of directors from liability.
4. Allocation of profits according to the adopted accounts.
The board of directors proposes a dividend for the financial year 2009 of DKK
9.60 a share of a nominal value of DKK 10. The dividend will be distributed on
27 April 2010 following approval by the general meeting.
5. Election of members to the board of directors.
According to the company's Articles of Association the members elected at the
general meeting resign every year. Directors are elected for a period lasting
until the next annual general meeting.
The board of directors proposes re-election of Jan W. Hillege, Bjørn Høi
Jensen, Thomas Kähler, Tom Kähler, Henrik Elliot Nyegaard and Steen Riisgaard.
A description of the background and the occupation of each candidate proposed
for re-election by the board of directors as well as the board of director's
reasons for the nomination are available at www.rockwool.com.
6. Appointment of auditor.
The board of directors proposes re-election of Ernst & Young, Godkendt
Revisionspartnerselskab.
7. Proposals, if any, from the board of directors or shareholders.
Proposal from the board of directors:
7a. Approval of remuneration for 2010/2011 of the board of directors.
7b. Authorisation to acquire own shares.
The board of directors proposes that the general meeting authorises the board
of directors to let the company acquire own shares during the period until the
next annual general meeting, 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.
7c. Amendments to the Articles of Association.
As a consequence of the new Danish Act on Public and Private Limited Companies
(the Companies Act) entering into force, a number of amendments of the
company's Articles of Association must be effected. Moreover, the board of
directors proposes that the company takes this opportunity to modernise the
Articles of Association. The amendments required under the new Companies Act
are submitted jointly under item 7c.1 of the agenda. Item 7c.2 of the agenda
sets out proposed consequential amendments and other amendments of an orderly
or procedural nature. Such amendments are not compulsory under the new
Companies Act but found to be relevant, for instance with a view to adapting
the Articles of Association to the terminology applied in the new Companies
Act. Finally, items 7c.3 - 7c.5 of the agenda set out other amendments of a
non-compulsory nature that do not originate from the new Companies Act.
7c.1 Amendments to the Articles of Association required under the new Companies
Act:
- Amended terminology whereby the Danish term ”aktiebog” (i.e. register of
shareholders) is replaced by the term ”ejerbog”; the Danish term ”aktier” (i.e.
shares) is replaced by the term ”ejerbeviser”; and references to the
“aktieselskabsloven” (i.e. the Danish Public Companies Act) is replaced by the
term ”selskabsloven” (i.e. the Companies Act) or merely by the term ”loven”
(i.e. the Act).
- Amendment of the right of the shareholders to request an extraordinary
general meeting so that such meetings may be requested by shareholders
representing 1/20 of the share capital (article 08.d).
- Amendment of the notice period for convening general meetings. The old notice
period was not less than two and not more than four weeks; the new notice
period is not less than three and not more than five weeks (article 08.e).
- Amendment of the deadline for submission of proposals by the shareholders to
the general meeting to not later than 6 weeks before the general meeting as
well as permission for the board of directors to allow proposals received after
this deadline (article 08.g).
- Introduction of a new rule in the Articles of Association (article 9.c)
concerning a registration date, according to which the right of the
shareholders to attend and vote at general meetings will be determined on the
basis of ownership entered in the register of shareholders or notified for
entry in the register of shareholders at least one week before the general
meeting. Cancellation of the existing provision concerning registration
(article 11.b).
- Amendment of the deadline for shareholders to request to receive admission
cards to the general meeting to three days instead of five days (article 11.a).
7c.2 Consequential amendments of an orderly or procedural nature:
- Deletion of the provision concerning municipality of registered office
(article 02).
- Amendment of the method for convening of general meetings so that notices to
convene are posted on the company's website and by notice to all registered
shareholders (article 08.e).
- Extension of the requirements for the submission of documents prior to
general meetings so that the provisions stipulated in the Companies Act with
regard to deadline, contents and method will apply (article 08.f).
- Introduction on the agenda for the annual general meeting of a new item 4
concerning approval of the board of directors' remuneration (article 12).
- Introduction of a new provision in the Articles of Association allowing for
votes to be cast by letter (article 9.e).
- Deletion of article 06 (concerning distribution of dividend), article 10.e
(concerning the dissolution of the company), article 22 (concerning the
dissolution of the company) and the last two sentences in article 04.f
(reference to articles 06 and 11) in the Articles of Association.
- Linguistic modernisation of articles 10.a - 10.c and 20, including alignment
with the new Companies Act.
- Various editorial amendments, including amendment of ”VP Securities Services”
to ”a central securities service” (articles 04.g and 07), amendment of ”of” to
”in” (article 08.a).
- Amendment of the numbering as a consequence of the above amendments.
7c.3 Introduction of a possibility for electronic communication.
The board of directors proposes that the following provision is included in the
Articles of Association (article 11) concerning the possibility for the company
and shareholders to communicate electronically:
“Electronic communication.
a. All announcements from the company to each shareholder, including notices
convening general meetings, may be submitted electronically by email.
Announcements of a general nature will be made available at the company's
website and in accordance with the statutory provisions.
b. Notwithstanding article 11.a, the company may from time to time decide to
communicate by ordinary mail.
c. From the registered shareholders the company will obtain an email address to
which communications etc. may be forwarded. It is the responsibility of the
shareholders to ensure that the company is kept informed from time to time of
the correct email address.
d. Detailed information on the requirements to the systems and procedures
applied for electronic communication is available at the company's website."
7c.4 Amendment of the place of general meetings.
The board of directors proposes that the provision concerning the place of
general meetings is changed from ”the municipality of the registered office of
the company or in the municipalities of Roskilde or Copenhagen” to ”on Zealand”
(article 08.b).
7c.5 Amendment of the quorum requirement.
The board of directors proposes that the quorum requirement in article 10.b is
changed from 2/3 to 40 % of the company's total votes. Moreover, it is
specified that the quorum requirement applies to decisions that - pursuant to
the Companies Act - must be adopted by the general meeting by 2/3 or more of
the votes.
7d. Authorisation to the chairman of the meeting.
The board of directors proposes that the general meeting authorises the
chairman of the meeting to notify the Danish Commerce and Companies Agency of
the resolutions passed at the general meeting and to make any necessary changes
to the documents filed.
8. 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 130,728,000 (13,072,800 shares of a nominal
value of DKK 10 each) and a class B share capital of a nominal value of DKK
89,021,230 (8,902,123 shares of a nominal value of DKK 10 each). Each class A
share of a nominal value of DKK 10 entitles ten votes, and each class B share
of a nominal value of DKK 10 entitles one vote, cf. article 11.b.
Shareholders are entitled to vote, if they have obtained admission cards in due
time and have caused their shares to be entered in the register of shareholders
or have reported and submitted proof of their acquisition, cf. article 4.f.
Shareholders who have acquired shares by transfer cannot exercise the voting
rights attached to the shares in question without such shares having been
registred in the register of shareholders or the shareholder having given
notice of and evidenced the acquisition prior to this notice, cf. article 11.b.
In order to adopt the proposals under item 7c. of the agenda concerning
amendments to the company's Articles of Association, at least 2/3 of the total
number of votes in the company must - in pursuance of articles 10.b and 10.c of
the Articles of Association - be represented in the general meeting (quorum),
and at least 2/3 of the votes casted and the share capital represented in the
general meeting must vote in favour of the proposal. If the quorum is not met
but the proposal is accepted by more than a 2/3 majority, the board of
directors convenes a new general meeting within 14 days at which the proposal
can be adopted without the quorum requirement set out in the Articles of
Association being met. However, according to the commencement provisions of the
Companies Act, the proposals under item 7c. on the agenda can be adopted if
just one shareholder votes in favour of the proposal. The other proposals may
be adopted by a simple majority of votes.
Admission cards
Shareholders wishing to attend the general meeting must obtain an admission
card no later than Friday, 16 April 2010, at 4:00 p.m. Admission cards can be
obtained as follows:
(a) electronically via the shareholder portal at www.rockwool.com by using the
password and deposit account information sent directly to registered
shareholders;
(b) by contacting the company's legal department personally or in writing at
Hovedgaden 584, DK-2640 Hedehusene, Denmark, on business days between 9:00 a.m.
and 4:00 p.m. until 16 April 2010; or
(c) by returning the completed registration form to Computershare A/S,
Kongevejen 418, DK-2840 Holte, Denmark. The form has been forwarded to all
registered shareholders and is available at the company's website.
Proxies
Voting rights may be exercised 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 at www.rockwool.com and can also be obtained from the
company or Computershare A/S. The completed proxy form must reach Computershare
A/S no later than Friday, 16 April 2010, at 4:00 p.m. The proxy form may be
sent by letter or submitted via the shareholder portal at www.rockwool.com.
Publication of documents
The notice convening the general meeting together with the agenda, information
on voting rights and share capital at the time of the notice to convene as well
as the complete proposals will be available at www.rockwool.com in the period
leading up to the general meeting. The documents will also be available for
inspection at the company's office.
Up until the day before the general meeting the shareholders can submit written
questions concerning the agenda or the documents to be considered at the
general meeting to the company.
Yours sincerely
Rockwool International A/S
For and on behalf of the board of directors
Tom Kähler, chairman of the board of directors
