Corporate Governance recommendations

In 2005 the Danish Committee on Corporate Governance made a revision of the Principles of Corporate Governance. In August 2011, the Committee on Corporate Governance published its revised Recommendations on Corporate Governance, and the Stock Exchange has incorporated these recommendations in its Rules for issuers of shares. The revised Recommendations on Corporate Governance of August 2011 are available on: www.corporategovernance.dk

The recommendations are aimed at Danish companies whose shares are admitted to trading on a regulated market, as such companies have chosen to be publicly traded companies. For shareholders and other stakeholders to be able to assess the circumstances in publicly traded companies, transparency is important. Pursuant to these rules, the company must apply the
recommendations adopted based on the ‘comply-or-explain’ principle. Generally, the management agrees on the Principles of Corporate Governance and RTX do comply with a few exceptions the Principles and recommendations.

The Supervisory Board of RTX A/S has prepared a report on corporate governance for the 2011/12 financial year. The report is available at www.rtx.dk

Rules concerning changes to the Company’s Articles of Association

In accordance with the company law §§ 106 and 107 the Articles of Association can be changed by a decision at the General meeting. Resolutions concerning amendments or changes to the Articles of Association require two-thirds of the share capital to be represented at the General Meeting, and that the resolution is passed by two-thirds of the votes cast as well  as of the voting share capital represented at the General Meeting.

Rules concerning appointment and changes in the supervisory board

All the board members elected at the Annual General Meeting are elected for one year at a time. All the employee representatives are elected for four years at a time in accordance with current legislation. The age limit is 70. All the employee representatives are elected for four years at a time in accordance with current legislation The most recent election of employees to the Board of Directors took place in June 2011 by written, secret, direct ballot. Employee representatives have the same rights, obligations and responsibilities as the other board members.