RTX A/S : CA No 01-2023 - 04.01.2023 Notice Of AGM With Agenda And Complete Proposals – 4. January 2023

RTX A/S | www.rtx.dk Strømmen 6

9400 Nørresundby, DK

Announcement

To Nasdaq Copenhagen A/S and the press

Noerresundby, Denmark, 4 January 2023

Announcement no. 01/2023

Number of pages: 17

Notice of the Annual General Meeting of RTX on 26 January 2023

Enclosed please find the notice to convening the Annual General Meeting of RTX to be held on Thursday 26 January 2023 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 A/S has the pleasure of convening the

Annual General Meeting

to be held on Thursday 26 January 2023 at 3.00 pm

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

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 2021/22 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. The Board of Directors proposes that authorizations are given to the Board of Directors to increase the
      Company's share capital both with and without pre-emptive rights for the existing shareholders and that the Articles of Association are updated accordingly.
   2. The Board of Directors proposes various other changes to the Articles of Association.
   3. The Board of Directors proposes that authorization is given to the Board of Directors to allow the Company to acquire own shares.
   4. The Board of Directors proposes the adoption of an updated Remuneration Policy.
   5. 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 2021/22 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.

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1. Resolution as to the utilization of profit or coverage of loss according to the adopted annual report. The Board of Directors recommendsthat no dividend be paid for the financial year 2021/22.
2. Election of members to the Board of Directors.
   The Board recommendsre-election of Peter Thostrup, Jesper Mailind, Lars Christian Tofft and Henrik Schimmell, Ellen Andersen and Katja Millard. Information regarding the candidates' competencies and management positions is provided in appendix 1 to this notice and is also available at the Company's website, www.rtx.dk.
3. 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.
4. Presentation of and advisory vote on the remuneration report.
   The Company has prepared a 2021/22 remuneration report, which according to applicable legislation is presented to the Annual General Meeting for an advisory vote. The report covers remuneration awarded or due during the financial year 2021/22 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 2021/22 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 2021/22 remuneration report in the advisory vote.
5. Proposals from the Board of Directors and from shareholders:

7.1 The Board of Directors proposesthat authorization is given to the Board of Directors to increase the

Company's share capital both with and without pre-emptive subscription rights for the existing shareholders in the period until 25 January 2028 by a nominal amount of up to DKK 8,467,838, corresponding to 20% of the Company's share capital, and to amend article 5.A of the Articles of Association accordingly. Currently the Articles of Association provide an authorization to the Board of Directors to increase the share capital without pre-emptive rights for existing shareholders by up to 20% of the share capital. The proposal aims to ensure that the Board of Directors is authorized to increase the share capital both with and without pre- emptive rights for existing shareholders, however, keeping the limitation on 20% of the share capital individually and in aggregate.

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The revised wording of the proposed authorizations in article 5.A in the articles of Association shall be as follows:

5.A Capital increase

5.A.1 Until January 25, 2028, the Board of Directors is authorized to increase the Company's share capital one or more times with a maximum of up to nominally DKK 8,467,838 by subscription of new shares without preemption 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 made at market value and against cash payment, non-cash contribution and/or conversion of debt. Conditions for the share capital increase are determined by the Board of Directors.

5.A.2 Until January 25, 2028, the Board of Directors is authorized to increase the Company's share capital one or more times with a maximum of up to nominally DKK 8,467,838 by subscription of new shares with preemption 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 made against cash payment at a subscription price that may be lower than the market value . Conditions for the share capital increase are determined by the Board of Directors.

5.A.3 New shares issued pursuant to the authorizations in sections 5.A.1 and 5.A.2 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 and no shareholder shall be obliged to have his or her shares redeemed in whole or in part. 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.A.4 The Board of Directors is authorized to define the conditions for a capital increase pursuant to the authorizations in sections 5.A.1 and 5.A.2. Furthermore, the Board of Directors is authorized to make necessary changes to the Articles of Association as a result of the Board's use of the authorizations in sections 5.A.1 and 5.A.2.

5.A.5

When exercising the authorizations given in sections 5.A.1 and 5.A.2 the Board of Directors is overall authorized to increase the share capital of the Company with a total of nominally DKK 8,467,838.

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1. The Board of Directors proposesthat the following changes are made to the Company's Articles of
   Association to ensure that the Articles of Association are in line with the current practice among comparable companies:
2. • 7.2.a Proposal to amend section 1.2 so that the Company's name is not included in () after the secondary names and that section 1.2 is amended to the following:
     The Company also operates under the secondary names of:
     "RTX Research A/S",
     "RTX Wireless Communication A/S" and
     "RTX Products A/S".
   • 7.2.b Proposal to amend section 9.3 as follows:
     "Stockholders shall be entitled to attend General Meetings with advisor or by proxy. A proxy shall present a written, dated power of attorney. Unless containing a provision to the contrary, proxies shall be deemed to be in force until revoked in writing by notification to the Company. However, proxies issued to the Company's Board of Directors may not be issued for a period of more than 12 months.
   • 7.2.c Proposal to delete sections 10.3 and 10.4 from the Articles of Association whereby adoption of resolution about amending the Company's Articles of Association, about the Company's dissolution, demerger or merger with another company, requires a subsequent extraordinary general meeting if not at least 2/3 of the share capital carrying voting rights are represented at the first general meeting. Adoption of a proposal to amend the Articles of Association, about the dissolution of the Company, demerger or merger with another company can subsequently be resolved by a single general meeting in accordance with the majority as is required by the Danish Companies Act. This amendment to the Articles of Association will only take effect for future general meetings and not apply to this ordinary general meeting. Sections 10.5 and 10.6 will become sections 10.3 and 10.4.
   • 7.2.d Proposal to delete section 10.6 regarding amendments to the Articles of Association by the Board of Directors without approval from the general meeting.
3. The Board of Directors proposesthat, in accordance with section 198 of the Danish Companies Act, the general meeting authorizes the Board of Directors until and including 25 January 2028 to allow the Company to acquire own shares for a nominal value of up to DKK 4,233,919 corresponding to 10% of the Company's

share capital. The purchase price may not deviate by more than 10% from the most recently quoted market

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