RTX — AGM Information 2014

Dec 22, 2014

Announcement

To NASDAQ OMX Copenhagen A/S and the press

Nørresundby, Denmark, 22 December 2014 Announcement no. 70/2014 Number of pages: 5

Annual General Meeting of RTX to be held on 26 January 2015

Enclosed please find a convening to the Annual General Meeting of RTX to be held on Monday 26 January 2015 at 3.00pm at the Company's address: Strømmen 6, Nørresundby.

Best regards, RTX A/S

Flemming Hynkemejer President & CEO

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

RTX A/S Strømmen 6 DK-9400 Nørresundby, Danmark Tel : +45 96 32 23 00 Fax : +45 96 32 23 10 VAT# : DK 17 00 21 47 Web : www.rtx.dk E-mail : info@rtx.dk

Annual General Meeting

to be held on Monday 26 January 2015 at 3.00pm at the Company's address Strømmen 6, DK-9400 Nørresundby

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 2013/14 for adoption and resolution on discharge of the Supervisory Board and the Directors. The Supervisory Board recommends that the annual report and the discharge of the Supervisory Board and the Directors are adopted.
• 1. Resolution as to the utilisation of profit or coverage of loss according to the adopted annual report. The Supervisory Board recommends that a dividend of DKK 1.0 per share is paid for the fiscal year 2013/14.
• 1. Election of members to the Supervisory Board.

The Supervisory Board recommends re-election of Peter Thostrup, Jens Hansen, Jesper Mailind, Thomas Sieber and Katrin Calderon.

1. Appointment of auditors.

The Supervisory Board recommends re-election of the Company's current auditor Deloitte, Stateauthorized public accountant.

• 1. Proposal from the Supervisory Board:
• a) Authorization to the Supervisory Board to grant permission to the Company to acquire treasury shares.

The Supervisory Board proposes that the Company is granted permission to acquire treasury shares until the next Annual General Meeting in January 2016, as the Company's holding of treasury shares must not at any time exceed 10% of the Company's share capital. Remuneration for the shares must not deviate by more than 10% of the share rate listed at NASDAQ OMX Copenhagen A/S at the time of the acquisition.

1. Any other business.

Share capital

The share capital amounts to DKK 44,373,785. Only one share class exists. The capital is divided on shares at DKK 5 and multiples hereof. Each share of DKK 5 gives one vote.

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

No later than Friday 2 January 2015, the convening, agenda and 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

To adopt the remaining points of the agenda a simple majority is required, ref. article 10.2.

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 Monday 19 January 2015. Furthermore, a shareholder must take out an admission card for him or herself as well as for any advisor on Thursday 22 January 2015 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 ir@rtx.dk 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 Thursday 22 January 2015 at 11.59 pm 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 Thursday 22 January 2015 at 11.59 pm 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 filled in, signed and sent by e-mail to vpinvestor@vp.dk or to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S. The power of attorney must be sent to RTX A/S or VP Invester Services A/S no later than Thursday 22 January 2015 at 11.59 pm.

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 votes must be received by RTX A/S, Strømmen 6, DK-9400 Nørresundby no later than Sunday 25 January 2015 at 11.59 pm.

Nørresundby, Denmark, 22 December 2014

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:

Peter Thostrup, Chairman, born 1960. Elected 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. Nationality: Denmark

Jesper Mailind, Deputy Chairman, born 1956. Elected at the General Meeting, first time in 2009 and again in 2013. Education: HD 1982 and MBA 1984. Title: CEO of Alectia. Other directorships: Member of the Supervisory Board in Xilco Holding AG Nationality: Denmark

Jens Hansen, born 1958. Elected 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. Nationality: Denmark

Thomas Sieber, born 1962. Elected at the General Meeting, first time in 2014. Education: Lic oec. HSC. Other directorships: Chairman of the Supervisory Board in Orange Communications SA. Member of the Supervisory Board in Sierra Wireless Inc. Chairman of the Supervisory Board in Limmex AG. Member of the Supervisory Board in Garaio AG. Nationality: Schwizerland

Katrin Calderon, born 1968. Elected at the General Meeting, first time in 2014. Education: University degree in Business Administration, Linköping University, and EADA, Barcelona, Spain. Primary employment: Global Category Director Devices, Telenor Group. Nationality: Sweden

The nominated candidates together represent competencies within management of globally operating technology companies, international business-to-business sale and accounting and finance.

Two of the five members in the Supervisory Board elected 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 6a) in the agenda

Authorization to the Supervisory Board to grant permission to the Company to buy treasury shares.

The Supervisory Board proposes that the Company is granted permission to acquire treasury shares until the next Annual General Meeting in January 2016, as the Company's holding of treasury shares must not at any time exceed 10% of the Company's share capital. Remuneration for the shares must not deviate by more than 10% of the share rate listed at NASDAQ OMX Copenhagen A/S at the time of the acquisition.

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 million. 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. The share buy-back programme is structured in compliance with the EU Commission Regulation No. 2273/2003 of 22 December 2003, the so-called Safe Harbour Regulative for share buyback programmes, which ensures that RTX is protected against violation of insider legislation in relation to the share buy-back programme.