RTX A/S : CA No 01-2021 - 050121 - Notice of AGM with agenda and complete proposals

RTX A/S | www.rtx.dk Strømmen 6

9400 Nørresundby, DK

Announcement

To Nasdaq Copenhagen A/S and the press

Noerresundby, Denmark, 5 January 2021

Announcement no. 01/2021

Number of pages: 6

Annual General Meeting of RTX to be held on 28 January 2021

Enclosed please find a notice convening the Annual General Meeting of RTX to be held on Thursday 28 January 2021 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. [phone]

Please visit RTX's website at: www.rtx.dk

The Board of Directors of RTX has the pleasure of convening the

Annual General Meeting

to be held on Thursday 28 January 2021 at 3.00 pm

at the Company's address Stroemmen 6, DK-9400 Noerresundby

IMPORTANT NOTICE IN RELATION TO THE COVID-19 PANDEMIC:

In order to protect the health and safety of all and given the Danish government's restrictions on assembly, we strongly recommend that shareholders make use of the possibility to give power of attorney/proxy or vote by correspondence and follow the Annual General Meeting via live-streaminstead of attending in person. If

shareholders should still choose to attend the Annual General Meeting in person, we strongly encourage shareholders not to bring a guest/ adviser.

Shareholders who

• have the COVID-19 disease,
• have signs or symptoms of the COVID-19 disease, or
• have had close contact with persons having the COVID-19 disease or showing such signs or symptoms are asked not to attend the Annual General Meeting in person.

We furthermore ask all attendants to respect the policy for access in relation to the Annual General Meeting, which presently requires all attendants to wear face masks unless seated. As further described below,

shareholders are encouraged to submit written questions concerning the agenda or the documents, etc. to be considered at the Annual General Meeting at least two days ahead of the meeting.

If deemed necessary at the time of the Annual General Meeting and in order to further limit the number of participants at the Annual General Meeting, the Company may, if necessary, be represented only by the Chairman and the Deputy Chairman of the Board of Directors as well as the CEO and CFO from the Executive Board.

Unfortunately, no refreshments will be served at the Annual General Meeting due to the above restrictions.

The Annual General Meeting will be held in Danish and broadcast directly by webcast on the Company's website at www.rtx.dk/agm2021stream. The webcast will be available at the time of the Annual General Meeting. It is not necessary to take out an admission card in order to view the webcast. Voting by proxy or by

correspondence, however, shall be done prior to the Annual General Meeting in accordance with the deadlines stated below.

Agenda, complete proposals, and information on admission and voting follow below.

Agenda:

1. The Board of Director's review of the Company's activities in the past financial year.
2. Presentation of the audited annual report 2019/20 for adoption and resolution on discharge of the Board of Directors and the Executive Board.
3. Resolution as to the utilization of profit or coverage of loss according to the adopted annual report.
4. Election of members to the Board of Directors.
5. Appointment of auditors.
6. Presentation of and advisory vote on the remuneration report.
7. Proposals from the Board of Directors and from shareholders:
8. 1. Proposed amendment of article 5.3 of the Company's Articles of Association regarding a central securities depository.
   2. Proposed amendment of article 5.4 of the Company's Articles of Association regarding the keeper of the Company's register of shareholders.
   3. Proposed amendment of Article 6.2 of the Company's Articles of Association regarding authorization to the Board of Directors to resolve to hold partial or full electronic general meetings.
   4. Authorization to inform the Danish Business Authority of decisions taken at the Annual General Meeting.

8. Any other business.

Complete proposals for the items on the agenda:

1. The Board of Director's review of the Company's activities in the past financial year.
2. Presentation of the audited annual report 2019/20 for adoption and resolution on discharge of the Board of Directors and the Executive Board.
   The Board of Directors recommendsthat the annual report and the discharge of the Board of Directors and the Executive Board are adopted.
3. Resolution as to the utilization of profit or coverage of loss according to the adopted annual report. The Board of Directors recommendsa dividend of DKK 2.50 per share for the financial year 2019/20.
4. Election of members to the Board of Directors.
   The Board recommendsre-election of Peter Thostrup, Jesper Mailind, Christian Engsted, Lars Tofft and Henrik Schimmell. Information regarding the proposed persons' managerial positions in other companies are available at the Company's website www.rtx.dk.

1. Appointment of auditors.
   In accordance with the recommendation from the audit committee the Board of Directors recommendsre- 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.
2. Presentation of and advisory vote on the remuneration report.
   The Company has prepared a 2019/20 remuneration report, which according to applicable legislation is presented for the first time to the Annual General Meeting for an advisory vote. The Board of Directors notes that the remuneration report has been prepared to comply with applicable rules and corporate governance recommendations and with a view to further enhance transparency in remuneration reporting. The report covers remuneration awarded or due during the financial year 2019/20 to the Company's Board of Directors and Executive Board. The Executive Board includes executive management members registered as such with the Danish Business Authority. The 2019/20 remuneration report is available on the Company's website, www.rtx.dk/RemunerationReport. The Board of Directors recommendsthat the Annual General Meeting approves the Company's 2019/20 remuneration report in the advisory vote.
3. Proposals from the Board of Directors and from shareholders:

1. The Board of Directors proposesthat article 5.3 of the Articles of Association regarding the central securities depository for the Company is updated due to the Company's central securities depository being part of a merger and thus having an updated name and CVR no. The proposal is that the updated article 5.3 of the Articles of Association, if approved, will read as follows: "The corporate stocks are listed on Nasdaq Copenhagen A/S and are issued through VP Securities A/S, VAT no. 21599336. Rights relating to the stocks shall be reported to VP Securities A/S."
2. The Board of Directors proposesthat article 5.4 of the Articles of Association regarding the keeper of the
   Company's register of shareholders is updated due to the Company's keeper of the register being part of a merger and thus having an updated name and CVR no. The proposal is that the updated article 5.4 of the Articles of Association, if approved, will read as follows: "The Board of Directors shall arrange for keeping of a capital stock register of all stocks of the Company. The register of shareholders will be kept and maintained on behalf of the Company by VP Securities A/S, VAT no. 21599336."
3. The Board of Directors proposesthat article 6.2 of the Articles of Association regarding the venue for the general meetings be amended to allow for the possibility that general meetings may be held partially or fully by electronic means. Specifically and with reference to the ongoing COVID-19 pandemic and the legislative responses to restrict larger physical gatherings, the Board of Directors proposes to adopt a new Article 6.2 of

the Articles of Association authorizing the Board of Directors to decide that general meetings may be held

partially or fully by electronic means. In this context, the Board of Directors notes that it plans to continue to

hold its general meetings with the possibility of physical attendance and to therefore apply the authorisation

only when the Board of Directors considers it necessary or appropriate, e.g. with a view to observe legislative

restrictions or recommendations from public authorities in connection with pandemics or other extraordinary

events. If approved, Article 6.2 of the Company's Articles of Association will be amended to the following:

"The Company's General Meetings are to be convened in the Company's municipality of registration. The

Board of Directors may decide that a General Meeting be held as either a partial or full electronic General

Meeting in accordance with the relevant provisions of the Danish Companies Act. In case of an electronic

General Meeting, shareholders may participate through dedicated internet-based solutions. Further

information on the procedures for electronic attendance and participation, including technical requirements

and requirements for identification purposes, will in such case be made available on the company's website

and in the relevant notices convening the General Meeting."

7.4 The Board of Directors proposesthat 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.

8. Any other business.

Share capital

The share capital amounts to DKK 43,214,190. Only one share class exists. The capital is divided into shares of DKK 5. Each share of DKK 5 gives one vote.

Agenda and documents

No later than Wednesday 6 January 2021, the notice to convene, 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 item 7.1, 7.2 and 7.3 require 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. According to section 106 of the Companies Act adoption of the proposal under item 7.1, 7.2 and 7.3 requires the affirmative votes of a least 2/3 of the votes cast as well as 2/3 of the votes represented at the general meeting. 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. Articles of Association, article 10.2. The vote on the remuneration report (agenda item 6) is solely advisory.

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 21 January 2021. A shareholder must take out an admission card for him or herself as well as for any advisor on Friday 22 January 2021 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 at RTX's website www.rtx.dk/investor until Friday 22 January 2021 at 11.59 pm at the latest.

Voting shareholders, who do not wish or are unable to attend the Annual General Meeting in person, may grant a power of attorney/proxy. Power of attorney form is available at www.rtx.dk/investor. Power of attorney must be filled in, signed and sent by e-mail to [e-mail] or to VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S. The power of attorney must be sent to VP Securities A/S no later than Friday 22 January 2021 at 11.59 pm.

Voting shareholders, who do not wish or are unable to attend the Annual General Meeting in person, may vote by post/correspondence. Postal voting form is available at www.rtx.dk/investor. Postal votes must be received by VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S no later than Wednesday 27 January 2021 at 12.00 pm (noon).

At the Annual General Meeting the Board of Directors will answer questions from the shareholders concerning the agenda or the documents etc. to be considered at the Annual General Meeting. Prior to the Annual General Meeting questions may be sent to the Board of Directors by e-mail to [e-mail] or by post to RTX A/S, Att. "Investor Relations", Stroemmen 6, 9400 Noerresundby. As a precaution due to the COVID-19 pandemic all shareholders are encouraged to send questions in writing at least two days prior to the date of the Annual General Meeting rather than posing questions via attendance in the meeting.

Noerresundby, Denmark, 5 January 2021

Board of Directors

RTX A/S