Noerresundby, Denmark, 21 December 2018
Announcement no.17/2018
Number of pages: 4
Annual General Meeting of RTX to be held on 24 January 2019
Enclosed please find a convening to the Annual General Meeting of RTX to be held on Thursday 24 January 2019 at 3.00 pm at the Company’s address: Stroemmen 6, Noerresundby.
Best regards,
RTX A/S
Peter Røpke
CEO
Questions and further information:
Peter Røpke, CEO, tel. +45 96 32 23 00
Please visit RTX’s website at: www.rtx.dk
Annual General Meeting
to be held on Thursday 24 January 2019 at 3.00 pm
at the Company’s address Stroemmen 6, DK-9400 Noerresundby
The agenda for the Annual General Meeting is as follows:
1. The Board of Director’s review of the Company’s activities in the past financial year.
2. Presentation of the audited annual report 2017/18 for adoption and resolution on discharge of the Board of Directors and the Executive Management. The Board of Directors recommends that the annual report and the discharge of the Board of Directors and the Executive Management are adopted.
3. Resolution as to the utilization of profit or coverage of loss according to the adopted annual report. The Board of Directors recommends a dividend of DKK 2.00 per share for the fiscal year 2017/18.
4. Election of members to the Board of Directors. No later than 8 days prior to the annual general meeting the Board of Directors will announce the names of the candidates for the company’s board of directors and the information about the candidates’ directorships in other companies.
5. Appointment of auditors. In accordance with the recommendation from the audit committee, the Board of Directors recommends re-election of the Company’s current auditor Deloitte, State-authorized public accountant. The audit committee has not been affected by third parties and is not influenced by any agreements with third parties limiting the free appointment of auditors at the annual general meeting.
6. Proposals from the Board of Directors and/or shareholders:
6.1 The Board of Directors proposes that the Articles of Association are amended so that the Company's shares are changed from bearer shares to shares registered to names. In accordance with the Companies Act it is no longer possible to issue bearer shares. Therefore, the Board of Directors proposes that the Articles of Association are amended to:
Articles section 5.1 is amended to: “The Company’s shares are issued as shares registered to a name and listed in the Company’s register og shareholders “.
Articles section 6.5 is amended to: the clause ” The notice is also sent via the Danish Business Authority’s it-system” is deleted, as the notice via the Danish Business Authority’s it-system is not required when the company’s shares are issued as shares registered to names. No other amendments are made to section 6.5.
6.2 The Board of Directors proposes that the following section 5.A is included in the Articles of Association:
"5.A Capital increase
5.A.1 Until January 23, 2024, the Board of Directors are authorized to increase the Company’s share capital one or more times with a maximum of nominal DKK 8,900,000. without pre-emption rights for the Company's existing shareholders. However, the Board of Directors may not utilize the authorization for an amount exceeding 20% of the outstanding share capital at the time of the exercise of the authorization. The increase shall be at market value and against cash deposit, non-cash contribution and/or conversion of debt.
5.A.2 Shares issued pursuant to the authorization in section 5.A.1 shall be negotiable instruments and shall be issued in the name and registered in the Company's register of shareholders. There shall be no restrictions on the transferability of the new shares. The new shares shall have the same rights as the Company's existing shares. The new shares shall be entitled to dividends and other rights in the Company from the date determined by the Board of Directors in the increase.
5.A3 The Board of Directors is authorized to define the conditions for a capital increase pursuant to the authorization in section 5.A.1. Furthermore, the Board of Directors is authorized to make necessary changes to the Articles of Association as a result of the Board use of the authorization in section 5.A.1.
6.3 The Board of Directors has received a proposal from shareholder Steen Moeller, Ebeltoft that the age limited for board members given in article 11.5 is deleted and consequently section 11.5 is deleted in its entirety.
The Board of Directors recommends, at forslaget vedtages.
6.4 The Board of Directors 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.
7. Any other business.
Share capital
The share capital amounts to DKK 44,714,190. 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 Friday 21 December 2018, 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 Board of Directors 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.
Shareholders’ right to attend and vote at the Annual General Meeting
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 Thursday 17 January 2019. A shareholder must take out an admission card for him or herself as well as for any advisor on Friday 18 January 2019 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 until Friday 18 January 2019 at 11.59 pm at the latest. Admission cards with voting slips can also be obtained at RTX’s website www.rtx.dk/investor until Friday 18 January 2019 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, DK-2300 Copenhagen S. The power of attorney must be sent to RTX A/S or VP Invester Services A/S no later than Friday 18 January 2019 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, Stroemmen 6, DK-9400 Noerresundby no later than Wednesday 23 January 2019 at 11.59 pm.
At the Annual General Meeting the Board of Directors 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 Board of Directors by e-mail to ir@rtx.dk or by post to RTX A/S, Att. ”Investor Relations”, Stroemmen 6, 9400 Noerresundby.
Noerresundby, Denmark, 21 December 2018
Board of Directors
RTX A/S