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RTX AGM Information 2013

Jan 2, 2013

3413_iss_2013-01-02_39b9e62e-c89c-44ae-bc2e-d0522bc6489e.pdf

AGM Information

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Announcement

To NASDAQ OMX Copenhagen A/S and the press

Nørresundby, Denmark, 2 January 2013 Announcement no. 01/2013 Number of pages: 5

Annual General Meeting of RTX to be held on 25 January 2013

Enclosed please find a convening to the Annual General Meeting of RTX to be held on Friday 25 January 2013 at 3.00pm at the Company's address: Strømmen 6, Nørresundby.

Best regards, RTX A/S

Jesper Mailind President & CEO

Questions and further information: Jesper Mailind, President & CEO, tel. +45 96 32 23 00 Please visit RTX's website at: www.rtx.dk

RTX A/S Stroemmen 6 9400 Nørresundby Denmark Tel. : +45 96 32 23 00 Fax : +45 96 32 23 10 VAT# : DK 17 00 21 47 Web : www.rtx.dk Email : [email protected]

Annual General Meeting

to be held on Friday 25 January 2013 at 3.00pm at the Company's address Strømmen 6, DK-9400 Nørresundby

Prior to the Annual General Meeting, RTX will at 2.30pm be displaying new products.

In accordance with the Company's Articles of Association, the agenda for the Annual General Meeting is as follows:

    1. The Supervisory Board's review of the Company's activities in the past financial year.
    1. Presentation of the audited annual report 2011/12 for adoption and resolution on discharge of the Supervisory Board and the Directors.
    1. Resolution as to the utilisation of profit or coverage of loss according to the adopted annual report. The Supervisory Board recommends that no dividend be paid for the fiscal year 2011/12.
    1. Election of members to the Supervisory Board. The Supervisory Board recommends re-election of Jens Alder, Peter Thostrup, Karsten Vandrup and Jens Hansen and election of Jesper Mailind.
    1. Appointment of auditors. The Supervisory Board recommends re-election of the Company's current auditor Deloitte, State-authorized public accountant.
    1. Proposal from the Supervisory Board: The Supervisory Board proposes an authorization to buy up to 10% treasury shares in a period up to the next Annual General meeting in January 2014. Payment for the shares may not differ more than 10% from the listed share price at the acquisition date. The purpose of the share buyback program is to reduce equity.
    1. Any other business.

Share capital

The share capital amounts to DKK 47,170,255, consisting of one class of shares only. The capital is divided into shares of DKK 5 each and multiples thereof. Each shareholding of DKK 5 carries one vote.

Agenda and complete proposals made available at the Company's offices

No later than Thursday 3 January 2013, the convening, the agenda and the complete proposals will be made available at the Company's offices as well as sent to all shareholders having so requested. Necessary information and documents for the Annual General Meeting are available from the same date at the Company's website www.rtx.dk.

Adoption requirements

A resolution amending the Company's Articles of Association requires that at least 2/3 of the voting share capital is represented at the General Meeting, and that the resolution is adopted of such a qualified majority required by the Company Act.

Shareholders' right to attend the Annual General Meeting and to vote

A shareholder's right to attend the Annual General Meeting and to vote is determined on the basis of the shares held by the shareholder at the date of registration, which is Friday 18 January 2013. Furthermore, a shareholder must take out an admission card for him or herself as well as for any advisor on Monday 21 January 2013 at the latest. Admission cards shall be issued to any such person who, according to the register of shareholders, is recorded as shareholder on the date of registration or for whom the Company at the date of registration has received an adequate request to be recorded in the register of shareholders.

At the Annual General Meeting the Supervisory Board will answer questions from the shareholders on conditions important to the evaluation of questions to be addressed at the Annual General Meeting. Prior to the Annual General Meeting questions may be sent to the Supervisory Board by e-mail to [email protected] or by post to RTX A/S, Att. "Investor Relations", Strømmen 6, 9400 Nørresundby.

Admission cards with voting slips can be obtained from VP Investor Services A/S on tel. +45 43 58 88 91 on Monday 21 January 2013 at 4.00pm at the latest. Admission cards with voting slips can also be obtained at VP Investor Services A/S' website www.vp.dk/gf or RTX's website www.rtx.dk/investor on Monday 21 January 2013 at 4.00pm at the latest.

Voting shareholders, who are unable to attend the Annual General Meeting, may grant a power of attorney. Power of attorney form is available at www.rtx.dk/investor or can be obtained from VP Investor Services A/S on tel. +45 43 58 88 91. Power of attorney must be received by VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S no later than Monday 21 January 2013.

Voting shareholders, who are unable to attend the Annual General Meeting, may vote by post. Postal voting form is available at www.rtx.dk/investor or can be obtained from VP Investor Services A/S on tel. +45 43 58 88 91. Postal vote must be received by RTX A/S, Strømmen 6, DK-9400 Nørresundby no later than Thursday 24 January 2013.

Nørresundby, Denmark, 2 January 2013

Supervisory Board RTX A/S

Regarding article 4 in the agenda – election of members to the Supervisory Board

Background information about members of the Supervisory Board nominated for re-election:

Jens Alder, Chairman, born 1957. Elected by the shareholders at the General Meeting, first time in 2010. Education: M.Sc. in Engineering 1981 and MBA 1987. Title: Independent Director. Other directorships: Chairman of the Supervisory Board of Industrielle Werke, Basel, Switzerland. Chairman of the Supervisory Board of Sanitas Krankenversicherungen, Switzerland. Chairman of the Supervisory Board of BG Consulting, Engineers, Lausanne, Switzerland. Member of the Supervisory Board of AG für die Neue Züricher Zeitung, Switzerland. Member of the Supervisory Board of CA Ltd., New York, USA.

Peter Thostrup, Deputy Chairman, born 1960. Elected by the shareholders at the General Meeting, first time in 2009.

Education: M.Sc. in Advanced Economics and Finance 1987. MBA 1986. Title: Executive Vice President, Finance and IT, DLH Group. Other directorships: Member of the Supervisory Board of Noa Noa ApS, Denmark.

Karsten Vandrup, born 1966. Elected by the shareholders at the General Meeting, first time in 2009.

Education: Bachelor of Engineering 1998. Title: CEO of Vigrid Invest Ltd, UK Other directorships: Chairman of the Supervisory Board SIA Baltic Embedded, Latvia. Deputy Chairman of the Supervisory Board of Latvisoft SIA, Latvia.

Jens Hansen, born 1958. Elected by the shareholders at the General Meeting, first time in 1994.

Education: MSc (Engineering) 1984. Title: Vice President, Strategic Technology, RTX A/S. Other directorships: Chairman of the Supervisory Board of Futarque A/S, Denmark. CEO of JH Venture ApS, Denmark.

Background information about members of the Supervisory Board nominated for election:

Jesper Mailind, born 1956. Education: HD 1982 and MBA 1984. Title: CEO of Alectia from January 2013. Other directorships: Chairman of the Supervisory Board of Cimbria A/S, Denmark Member of the Supervisory Board of Kompan A/S, Denmark.

The candidates together represent expertise in management of globally operating technology companies, international business-to-business sales, and accounting and finance.

Two of the Supervisory Board's five members elected by the shareholders at the General Meeting are considered not independent, as defined in Corporate Governance from NASDAQ OMX Copenhagen A/S. Jens Hansen, who is employed in the Group, is one of the Company's original founders and at the same time a major shareholder with a share capital of more than 5% of the Company's shares.

To meet the recommendations for corporate governance from NASDAQ OMX Copenhagen A/S regarding independence, a member of the Supervisory Board should not within the past 5 years have been a member of the company's Executive Board. Jesper Mailind has in the period June 2009 to January 2013 been CEO of RTX A/S, and therefore he is not considered an independent Member of the Supervisory Board.

Regarding article 6 in the agenda – buyback of own shares

Reason for the proposal

The proposal is part of the Supervisory Board's ongoing focus on creating value for the Company's shareholders. The Supervisory Board in RTX has in recent years, among other initiatives, discontinued a nonprofit-making business unit and invested in future product and technology platforms. Investments are expected to have peaked in the financial year 2011/12. The Supervisory Board thus expects that the financial requirements for the management's turnaround plan will be lower in the future. The buyback of own shares will be conducted in order to reduce the share capital of RTX A/S.

The Supervisory Board proposes that the Supervisory Board until the next Annual General Meeting, within the limits of the Danish Companies Act, is authorized to allow the Company to buy back its own shares with a nominal value of up to 10% of the share capital in the Company, provided that the price does not deviate more than 10% from the date of acquisition noted on NASDAQ OMX Copenhagen.

Under the assumption that the authorization is adopted, the Supervisory Board has decided to initiate a buyback of own shares of up to DKK 12 mil. As a consequence of the liquidity of the Company's shares, the actual number of shares will depend on the market conditions at the time of the acquisition.

The buyback of own shares will be carried out taking into account RTX's internal rules for trading in its own shares, implying that buyback will be effected within a period of four weeks after the announcements of interim reports and annual results.