RIAS A/S : Minutes from the ordinary annual meeting

Law Firm LLP

Kalvebod Brygge 39 - 41

DK - 1560 Copenhagen V

Tel:	[phone]
Fax:	[phone]

www. les.dk

VAT No. 32 28 39 34

Peter Sørensen

Attorney at Law [e-mail]

Ref. 136491

MINUTES OF ANNUAL GENERAL MEETING

Rias A/S, CVR-no. 44 06 51 18

Date:

27 January 2021

U:RKE02_ HR Best yrelse Gener alforsa mling Generalforsamling 2021. 01. 27 Minut esOGF 2021 - engelsk endeligt . docx

On 27 January 2021 the Annual General Meeting of Rias A/S, CVR -no. 44 06 51 18, was held at the Company's premises Industrivej 11, 4000 Roskilde.

The agenda was:

1. Appointment of a Chairman for the Meeting.
2. The Board of Directors and the Executive Board's report on the Co mpany's activities dur- ing 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, includ- ing 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. Presentation and indicative vote on the remuneration report.
6. Proposal from the Board of Directors or proposals, if any, from the shareholders
7. Election of a Chairman of the Board.
8. • The Board of Directors proposes re -election of Gudrun Degenhart, CEO Operating Unit Plastics Europe, thyssenkrupp Materials Services GmbH.
9. Election of other Members of the Board.
10. • 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 Law firm Lund Elmer Sandager and Dieter Wetzel, CFO, thyssenkrupp Plastics GmbH.
11. Appointment of one or more auditors.
12. 
    The Board of Directors proposes re -election of PriceWaterhouseCoopers, Chartered Ac- counting Company
13. Any other business.

Re 1

The Board of Directors proposed that Mr. Peter Sørensen, attorney at law, be elected Chairman of the Meeting. There were no other suggestions and Mr. Peter Sørensen was elected Chairman of the Meeting.

It was explained and documented that the Annual General Meeting had been convened by advertisements on the Company's website, www.rias.dk, [and via the Danish Business Authority's IT - system and OMX] on 4 January 2021 and notice had been given to the shareholders listed in the Shareholders Register or representatives who had made a request to this effect on the same date.

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The Chairman noted that all the company's shareholders have complied with the company's request to not attend the general meeting in person. The shareholders followed the general meeting via Microsoft Teams, which provided an opportunity to ask questions and make comments during the general meeting.

Shareholders representing 55.43 % of the total share capital of DKK 23,063,000 were represented at the Annual General Meeting. The represented shareholders totalled 409,095 votes of which 312,500 votes belonged to A-shareholders and 96,595 votes belonged to B-shareholders.

The Chairman ascertained that the Annual General Meeting had been lawfully convened and was quorate.

Re 2

Mr. Henning Hess, Managing Director, presented the Report on the Company's business in the past year on behalf of the Management.

The Meeting was then able to present their questions to the Report.

The Annual General Meeting then took note of the Report.

Re 3

The Company's audited Annual Accounts for the period 1 October 201 9 - 30 September 2020 was presented and reviewed by Dannie Michaelsen, Finance Manager.

The Annual Accounts showed a profit after tax for the period of DKK 8,546,000.

Following the review of the Annual Accounts, the Meeting was able to ask questions pertaining to the accounts.

The Annual Accounts and Audit Book were then unanimously approved by the Meeting.

The Annual General Meeting also unanimously approved the proposal to accept the decision regarding discharge from liability for the Board of Directors and Management.

Re 4

According to the approved Annual Accounts and Report from the Board of Directors, the Board of Directors proposed that the annual result be distributed as follows:

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Annual result 1 October 2019 - 30 September 2020	DKK	8,546,000
Shareholders dividends, DKK 25 per DKK 100 share	DKK	5,765,750
Transferred to retained earnings	DKK	2,780,250
	DKK	8,546,00
0

The proposal was approved unanimously.

Re 5

Dannie Michaelsen reviewed the presented remuneration report. The shareholders were able to ask questions to its contents and the remuneration report was then approved.

Ad 6

No proposals had been made by the Board of Directors or the shareholders .

Re 7

It was proposed to re-elect Mrs Gudrun Degenhart, CEO, Operating Unit Plastics Europe, thyssenkrupp Materials Services GmbH, as Chairman of the Board of Directors.

Reference was made to the Annual Report for a list of Mrs Gudrun Degenhart's other managerial positions.

The proposal was unanimously adopted.

Re 8

It was proposed to re-elect Mr Peter Swinkels, Managing Director, thyssenkrupp Plastics Belgium N.V./S.A., Mr Steen Raagaard Andersen, attorney at law, Lund Elmer Sandager Law Firm and Dieter Wetzel, CFO, thyssenkrupp Plastics GmbH.

Reference was made to the Annual Report for a list of the candidates' other managerial positions.

The proposal was unanimously adopted.

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