Enclosed please find a convening to the Extraordinary General Meeting of RTX to be held on Tuesday 27 February 2018 at 2.00 pm at the Company’s address: Stroemmen 6, Noerresundby. The Extraordinary General Meeting is called for final adoption of some of the proposals approved at the Company’s Annual General Meeting on 25 January 2018.
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
Extraordinary General Meeting
to be held on Tuesday 27 February 2018 at 2.00 pm
at the Company’s address Stroemmen 6, DK-9400 Noerresundby
The agenda for the General Meeting is as follows:
1. Final adoption of the proposal approved at the Annual General Meeting on 25 January 2018 to reduce the Company’s share capital with an amount of nominal DKK 1,000,000 from DKK 45,714,190 to DKK 44,714,190 by annulment of 200,000 treasury shares acquired by the Company in the share repurchase programme and that article 4.1 of the Articles of Association is consequently amended.
The Board of Directors proposes that the Company’s share capital is reduced with an amount of nominal DKK 1,000,000 from DKK 45,714,190 to DKK 44,714,190 by annulment of 200,000 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 44,714,190 divided in shares at DKK 5 or multiples hereof.”
2. Final adoption of the proposal approved at the Annual General Meeting on 25 January 2018 that the Company’s provisions regulating the powers to bind the company is amended and that article 14.1 of the Articles of Association is consequently amended.
The Board of Directors proposes that article 14.1 of the Articles of Association is amended to:
” The company is subscribed by two directors together or by one director in association with a member of the Board of Directors or by 5 members of the Board of Directors in association or by the entire Board of Directors.”
3. Final adoption of the proposal approved at the Annual General Meeting on 25 January 2018 that Attorney Henrik Møgelmose is given authorization.
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.
Share capital
The share capital amounts to DKK 45,714,190. 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 Wednesday 31 January 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 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 1 - 3 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.
Shareholders’ right to attend the Annual General Meeting and to vote
A shareholder’s right to attend the 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 20 February 2018. A shareholder must take out an admission card for him or herself as well as for any advisor on Friday 23 February 2018 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 23 February 2018 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 on Friday 23 February 2018 at 11.59 pm at the latest.
Voting shareholders, who are unable to attend the General Meeting, may grant a power of attorney. Power of attorney form is available at www.rtx.dk 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 Investor Services A/S no later than Friday 23 February 2018 at 11.59 pm.
Voting shareholders, who are unable to attend the General Meeting, may vote by post. Postal voting form is available at www.rtx.dk 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 Monday 26 February 2018 at 11.59 pm.
At the 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 General Meeting. Prior to the 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, 31 January 2018
Board of Directors
RTX A/S
