Rias — Proxy Solicitation & Information Statement 2017

Jan 2, 2017

RIAS

Notice to Convene the Annual General Meeting

RIAS A/S's Annual General Meeting will be held on Wednesday, 25th of January 2017 at 10.00 a.m. in the offices of the Company at 11, Industrivej, DK-4000 Roskilde.

Agenda

1. Appointment of a Chairman for the Meeting.
2. The Board of Directors and the Executive Board's report on the Company's activities during the past year.
3. Presentation of the Annual Report and Accounts endorsed by the Board of Directors and Management and Auditors, accompanied by a motion to adopt the Annual Report, including Profit and Loss Account and the Balance Sheet and to give the Board of Directors and the Executive Board a discharge from all personal liability.
4. Proposal for the distribution of the net profit or covering of loss in accordance with the adopted Annual Report.
5. Proposal from the Board of Directors or proposals, if any, from the shareholders:
6. Election of a Chairman of the Board.
7. The Board of Directors proposes re-election of Jürgen Westphal, CEO, thyssenkrupp Plastics GmbH.
8. Election of other Members of the Board.
9. The Board of Directors proposes re-election of Peter Swinkels, Managing director, thyssenkrupp Plastics Belgium nv/sa., Steen Raagaard Andersen, Partner and Attorney-at-law, The Lawfirm Lund Elmer Sandager and Dieter Wetzel, Manager Controlling, thyssenkrupp Plastics GmbH.
10. Appointment of one or more auditors.
11. The Board of Directors proposes re-election of PriceWaterhouseCoopers, Chartered Accounting Company
    Any other business.

Agenda, Annual Report etc.

The signed Annual Report including Auditors' Report as well as Agenda and the detailed proposals from the Board of Directors and shareholders will be open to the public from the time of convening the meeting in the offices of the company. These documents can also be downloaded from the Company's homepage: www.rias.dk. Printed copies of the Annual Report can be obtained by contacting the company by e-mail: info@rias.dk.

Admissions cards, power-of-attorney or vote by post

A shareholder's right to participate and vote at the Annual General Meeting is determined by the number of shares, which the shareholder possesses at the registration date (1 week prior to the Annual General Meeting). Regarding shareholders with A-shares the ownership is determined according to the registration in the Register of Shares at the registration date and by the information of the ownership, which the Company has received in preparation for registration in the Register of Shares, but so far has not been registered. Regarding shareholders with B-shares the ownership is determined according to the registration at Computershare A/S at the registration date (1 week prior to the Annual General Meeting).

Any shareholder's right to participate at the Annual General Meeting is besides the conditions mentioned above conditioned on that the shareholder concerned at least 3 days prior to the Annual General Meeting has proven to be shareholder and is in possession of an admission card for the Annual General Meeting.

The time of expiry for the issue of admission cards to the Annual General Meeting shall be 23.59 p.m. (Danish time) on Friday, 20th of January 2017. Registration and requests for admission cards may be made by registering electronically through the company's shareholder portal at www.rias.dk, Investor Relations (General meeting) by using NemID or username and password, which are listed on the registration form.

If a shareholder is prevented from participating at the Annual General Meeting, the shareholder can chose to authorize the Board of Directors or others by completing a power of attorney or vote by post, which can be made by registering electronically through the company's shareholder portal at www.rias.dk, Investor Relations (General meeting) by using NemID or username and password, which are listed on the registration form.

The power of attorney should be received by the Company no later than 20th of January, 2017 at 23.59. As regards shareholders, whose shares not registered, the power of attorney should be sent together with a extract of the number of shares from the deposit bank. This extract should determine the number of shares as per the registration date.

The shareholders questions to the Board of Directors and the Executive Board will be answered at the Annual General Meeting.

The size of the share capital and voting rights

The Company's shares are listed on NASDAQ Copenhagen A/S. At the time of convening the Annual General Meeting the Company's share capital amounts to DKK 23,063,000 split on DKK 3,125,000 in A-shares and DKK 19,938,000 in B-shares. At the Annual General meeting each A-share amount of DKK 100 gives 10 votes and each B-share amount of DKK 100 gives 1 vote.

Roskilde, 2nd of January 2017

Jürgen Westphal

Chairman of the Board