RTX — Proxy Solicitation & Information Statement 2015

Dec 22, 2015

RTX

Announcement

To Nasdaq Copenhagen A/S and the press

Nørresundby, Denmark, 22 December 2015

Announcement no. 75/2015

Number of pages: 4

Annual General Meeting of RTX to be held on 26 January 2016

Enclosed please find a convening to the Annual General Meeting of RTX to be held on Tuesday 26 January 2016 at 3.00 pm at the Company's address: Strømmen 6, Nørresundby.

Best regards,

RTX A/S

Jacob Vittrup

CFO

Questions and further information:

Jacob Vittrup, CFO, 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

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RTX

Annual General Meeting

to be held on Tuesday 26 January 2016 at 3.00 pm
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.
2. Presentation of the audited annual report 2014/15 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.
3. Resolution as to the utilisation of profit or coverage of loss according to the adopted annual report. The Supervisory Board recommends a dividend of DKK 2.00 per share for the fiscal year 2014/15.
4. Election of members to the Supervisory Board.
   The Supervisory Board recommends re-election of Peter Thostrup, Jens Hansen, Jesper Mailind, Thomas Sieber and Katrin Calderón.
5. Appointment of auditors.
   The Supervisory Board recommends re-election of the Company's current auditor Deloitte, State-authorized public accountant.
6. Proposals from the Supervisory Board.

6.1 The Supervisory Board proposes a series of amendments to the Company's Articles of Association. The significant contents of the proposed amendments to the Articles of Associations are:

a) Article 5.3 (amendment of name of NASDAQ OMX Copenhagen A/S).
b) Article 6.5 (amendment of convening regulations for the Company's Annual General Meetings).
c) Article 8.1 (proofing change as well as deletion of text on forms in paper format).
d) Article 9.2 (clarification that admission card shall also be addressed to holders of power of attorney).
e) Article 10.6 (amendment of name of the Danish Commerce and Companies Agency).
f) Article 12 (amendment of headline).
g) Article 12.1 (proofing change as a consequence of the partial exploitation or expiration of the authorizations to the Supervisory Board to issue warrants).
h) Article 12.2, 12.3 and 12.4 are deleted.
i) Article 12(A) (proofing changes and deletion of the last paragraph).
j) Article 12(B) (proofing changes and deletion of the last paragraph).
k) Article 12(C) (proofing changes and deletion of the last paragraph).
l) Article 13.3 (proofing change).

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RTX

6.2 The Supervisory Board proposes that the Company's share capital is reduced with an amount of nominal DKK 1,105,000 from DKK 45,686,690 to DKK 44,581,690 by annulment of 221,000 treasury shares acquired by the Company in the share repurchase programme and that article 4.1 of the Articles of Association is consequently amended to:

"The Company's share capital amounts to DKK 44,581,690 divided in shares at DKK 5 or multiples hereof."

6.3 The Supervisory Board proposes that the Company is granted permission to acquire treasury shares until the next Annual General Meeting in January 2017, 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 Copenhagen A/S at the time of the acquisition.

6.4 The Supervisory Board proposes that Attorney Henrik Møgelmose is authorized to inform the Danish Business Authority of any decisions taken at the Annual General Meeting and in this connection to make any changes and addendums to the decisions and the Company's Articles of Association that the Danish Business Authority may require to register the decisions.

1. Any other business.

Share capital

The share capital amounts to DKK 45,686,690. Only one share class exists. The capital is divided on shares at DKK 5. Each share of DKK 5 gives one vote.

Agenda and documents

No later than Monday 4 January 2016, the convening, agenda and complete proposals will be made available at the Company's website www.rtx.dk 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

Adoption of the proposals under agenda items 6.1, 6.2, 6.3 and 6.4 requires that at least 2/3 of the voting share capital is represented at the Annual General Meeting and that the resolution adopted by such qualified majority as required by the Companies Act, ref. Articles of Association, article 10.3. If less than 2/3 of the voting capital is represented at the Annual General Meeting, but the proposals are adopted by such qualified majority as required by the Companies Act, the Supervisory Board shall within two weeks convene to an Extraordinary General Meeting where the proposals can be adopted without regard to the amount of capital represented by such qualified majority as required by the companies Act, ref. Articles of Association, article 10.4.

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

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RTX

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 Tuesday 19 January 2016. A shareholder must take out an admission card for him or herself as well as for any advisor on Friday 22 January 2016 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.

Admission cards with voting slips can be obtained from VP Investor Services A/S on tel. +45 43 58 88 91 on Friday 22 January 2016 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 Friday 22 January 2016 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 Investor Services A/S no later than Friday 22 January 2016 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 Monday 25 January 2016 at 11.59 pm.

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.

Nørresundby, Denmark, 22 December 2015

Supervisory Board
RTX A/S