RIAS A/S : Minutes from the ordinary annual meeting

Law Firm LLP

Kalvebod Brygge 39 - 41

DK - 1560 Copenhagen V

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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:

18 January 2022

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On 18 January 2022 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 Company'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 A nnual 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 wit h 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:
   a. Proposal for new, updated Articles of Association for RIAS A/S
7. Election of a Chairman of the Board.
   The Board of Directors proposes re -election of Astrid Meicherczyk, CEO Operating Unit Plastics Europe, thyssenkrupp Materials Services GmbH.
   NB. If new Articles of Association for the company are adopted under item 6 .a, the elec- tion of the Chairman of the Board is deleted, as the Board of Director then constitutes it- self.
8. Election of Members of the Board.
   The Board of Directors proposes re -election of Astrid Meicherczyk, CEO Operating Unit Plastics Europe, thyssenkrupp Materials Services GmbH, Steen Raagaard Andersen, Part- ner and Attorney-at-law, Lund Elmer Sandager Lawfirm and Dieter Wetzel, CFO, thyssenkrupp Plastics GmbH.
9. Appointment of one or more auditors. The Board of Directors proposes re -election of PriceWaterhouseCoopers, Chartered Accounting Company
10. Any other business.

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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 22 December 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.

The Chairman noted that the majority of 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 65.5 % of the total share capital of DKK 23,063,000 were represented at the Annual General Meeting. The represented shareholders totalled 432,284 votes of which 312,500 votes belonged to A-shareholders and 119,784 votes belonged to B-shareholders.

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

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 20 20 - 30 September 2021 was presented and reviewed by Dannie Michaelsen, Finance Manager.

The Annual Accounts showed a profit after tax for the period of DKK 12,613,000.

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

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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:

Annual result 1 October 2020 - 30 September 2021	DKK	12,613,000
Shareholders dividends, DKK 35 per DKK 100 share	DKK	8,072,050
Transferred to retained earnings	DKK	4,540,950
	DKK	12,613,000

The proposal was approved unanimously.

Re 5

Dannie Michaelsen reviewed the presented remuneration report. The shareholders were able to ask questions to its contents. The remuneration report was subjected to an indicative vote and was adopted by a considerable majority.

Ad 6

1. Proposal for new, updated Articles of Association for RIAS A/S The major changes are as follows:

§ 7.4:

The Board of Directors may decide to hold the company's general meetings in a completely electronic format without allowing any physical access. Part icipation in completely electronic general meetings takes place via electronic media allowing the company's shareholders to participate in, speak and vote at the general meeting and ensures that the general meeting can be held safely and in accordance with the provisions of the Danish Companies Act.

§ 7.9:

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The deadline for proposals is changed from "at the end of December" to "6 weeks prior to the date of the general meeting, cf. section 7.2."

§ 7.17:

In the agenda for the Annual General Meeting, the item: "Election of Chairman of the Board of Director" is proposed to be removed, as it is proposed that the Board of Directors constitutes itself.

§ 9.3:

The Board of Directors elects its own Chairman and Vice Chairman. In case of the Chairman's absence, the Vice Chairman shall act as deputy.

In the current Articles of Association, the following is deleted:

For adoption of and decision on amendments of the articles of association or the liquidation of the Company or merging with one or more other companies, how- ever, at least 2/3 of the share capital of the Company must be represented at the General Meeting, and the decision must be accepted by at least 2/3 of the votes given as well as of the votes represented at the General Meeting.

If not a sufficient number of votes are represented at the General Meeting, but a proposal has received 2/3 of both the votes given as well as of the votes repre- sented, the Board convenes within 14 days a new General Meeting at which the proposal can be approved by 2/3 of the votes given without regard to the number of represented votes.

Proxies to meet at the first General Meeting are, if these have not been expressly recalled, valid also at the second General Meeting.

The remaining proposed corrections are merely in the nature of clarifications and general updates.

Proposals to amend the Articles of Association require tha t at least 2/3 of the company's share capital is represented at the General Meeting and that the resolution is approved by at least 2/3 of both the votes cast and the part of the share capital represented at the General Meeting.

The meeting was able to ask questions.

The proposal was supported by 94% of the represented votes and 82.7% of the represented capi- tal.

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