Company Announcement to the Danish Financial Supervisory Authority No.
03-2015, 2 March 2015
The Board of Directors hereby calls the Annual General Meeting to be held on
Thursday 26 March 2015 at 16.00 (CET) at Tivoli Congress Center, Arni Magnussons
Gade 2-4, DK-1577 Copenhagen.
Agenda:
1. The Board of Directors' report on the company's activities in 2014
2. Presentation and approval of the 2014 Annual Report
3. Approval of the Board of Directors' fees:
a. Final approval of fees for 2014
The Board of Directors proposes final approval of the fees for 2014 based on a
base fee of DKK 400,000 (the "Base Fee") with twice that amount to the Vice
Chairman and 3 times that amount to the Chairman. Furthermore, an additional fee
corresponding to 25% of the Base Fee shall be paid to any board member that also
serves as an ordinary member of a board committee, while the chairman of any
such committee shall receive an additional fee corresponding to 50% of the Base
Fee. The Chairman and Vice Chairman of the Board of Directors shall not be
entitled to receive committee fees. The total remuneration to the members of the
Board of Directors for 2014 amounts to DKK 5.3m, cf. note 42 in the Annual
Report (page 124). The proposed fees were pre-approved by the General Meeting in
2014.
b. Preliminary determination of fees for 2015
The Board of Directors proposes unchanged principles for the fees in respect of
2015. The proposed preliminary determination of fees for 2015 will be presented
to the General Meeting in 2016 for final approval.
In addition to the above-mentioned fees, the company pays expenses, including
travel and transportation costs, associated with the services on the Board of
Directors, and the company may also pay foreign social taxes and similar taxes
levied by foreign authorities in relation to the fees.
4. Distribution of profits or covering of losses in accordance with the
approved Annual Report
The Board of Directors proposes that a dividend of DKK 9 per share be paid out,
corresponding to a total dividend distribution of DKK 461m for 2014.
5. Election of members to the Board of Directors
The Board of Directors proposes that Mr Vagn Ove Sørensen, Mr Torkil Bentzen, Mr
Martin Ivert, Mr Sten Jakobsson, Mr Tom Knutzen and Ms Caroline Grégoire Sainte
Marie be reelected as members of the Board of Directors.
Information about management positions and other background information in
respect of each individual candidate is set out in the attached appendix 1, and
the information is also available at the company's website, www.flsmidth.com.
6. Appointment of auditor
The Board of Directors proposes that Deloitte Statsautoriseret
Revisionspartnerselskab be reappointed as the company's auditor.
7. Proposals from the Board of Directors
The Board of Directors submits the following proposals:
7.1 - Proposal for update of the overall guidelines for incentive pay
FLSmidth & Co. A/S has set overall guidelines for incentive pay to the members
of the company's Board of Directors and Group Executive Management. The Board of
Directors proposes that these guidelines should be updated. With effect from the
financial year 2016, the Board of Directors is planning to replace the current
share option program with a new long-term incentive scheme based on conditional
shares (performance shares). This update is intended to increase market
conformity and shareholder value as the Group Executive Management will be
rewarded for the successful development of the company in accordance with the
long-term financial targets. In this connection it is proposed to slightly
increase the maximum value of the individual performance share grants to a
maximum of 30% of the annual salary, including pension. The proposed updated
version of the overall guidelines for incentive pay is attached hereto as
appendix 2.
7.2 - Proposal for amendment of the articles of association - change from bearer
shares to registered shares
The Board of Directors proposes to amend the articles of association to the
effect that the company's shares are changed from being issued to the bearer to
being issued in the name of the holder. The background for the proposal is that
it is contemplated politically to repeal the possibility of issuing new bearer
shares, which, inter alia, may entail that the Board of Directors'
authorisations to increase the company's share capital, cf. article 4a of the
articles of association, cannot be exercised. The legislative change will
potentially enter into force in 2015, which means that there is a risk that the
authorisations cannot be exercised following that.
On this background, the Board of Directors proposes to amend the wording of
article 4, paragraph 3, 1(st) sentence, to the following:
"The shares are negotiable shares registered in the name of the holder."
It is also proposed to adjust the wording of article 4a, paragraph 4, 1(st)
sentence, which is linked to the Board of Directors' authorisations to increase
the company's share capital, to the following:
"In the case of a share capital increase pursuant to paragraphs 1 and 2, the new
shares shall be issued in the name of the holder"
Furthermore, it is proposed to amend the wording of article 5, paragraph 3, to
the following since it is not a requirement to give notice of general meetings
via the IT system of the Danish Business Authority if the shares are registered
in the name of the holder:
"General Meetings shall be called via the Company website, www.flsmidth.com.
General meetings shall also be called by written communication to all
shareholders who have so requested."
7.3 - Treasury shares
The Board of Directors proposes that it be authorised until the next Annual
General Meeting to let the company acquire treasury shares equivalent to a total
of 10% of the company's share capital, provided that the company's total holding
of treasury shares at no point exceeds 10% of the company's share capital. The
consideration may not deviate more than 10% from the official price quoted on
Nasdaq Copenhagen at the time of acquisition.
8. Any other business
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Adoption requirements
The proposal set out in item 7.2 on the agenda must be adopted by at least 2/3
of the votes as well as 2/3 of the share capital represented at the General
Meeting. The remaining proposals on the agenda can be adopted by a simple
majority of votes.
Size of the share capital and the shareholders' voting rights
The company's share capital amounts to nominally DKK 1,025,000,000 and is
divided into shares of DKK 20. Each share of DKK 20 entitles the holder to 20
votes.
The registration date is Thursday 19 March 2015.
Shareholders holding shares in the company on the registration date have the
right to attend and vote at the Annual General Meeting. The number of shares
held by the shareholder is calculated at the registration date based on the
shares held by the shareholder according to the share register and any
notifications of ownership received by the company for entry into the share
register. Attendance at the General Meeting is also subject to the shareholder
having timely obtained an admission card as described below.
Admission card
Shareholders wishing to attend the Annual General Meeting must request an
admission card. The request must be received by the company no later than Friday
20 March 2015 at 23.59 (CET). Admission cards may be ordered via FLSmidth's
InvestorPortal at www.flsmidth.com/agm or by submitting the registration form,
which can be downloaded from www.flsmidth.com/agm. If the form is used, it must
be sent to VP Investor Services, Weidekampsgade 14, P.O.Box 4040, DK-2300
Copenhagen S (fax: +45 4358 8867 or a scanned version via email to
vpinvestor@vp.dk). The form must be received within the deadline. An admission
card can also be ordered for an adviser.
Proxy
Proxies must be submitted electronically via FLSmidth's InvestorPortal at
www.flsmidth.com/agm (requires electronic password) or in writing by using the
proxy/postal vote form that can be downloaded from the company's website,
www.flsmidth.com/agm. If the form is used, the completed and signed form must be
received by VP Investor Services, Weidekampsgade 14, P.O.Box 4040, DK-2300
Copenhagen S (fax: +45 4358 8867, email: vpinvestor@vp.dk) no later than Friday
20 March 2015 at 23.59 (CET).
Postal vote
Postal votes must be submitted electronically via FLSmidth's InvestorPortal at
www.flsmidth.com/agm (requires electronic password) or in writing by using the
proxy/postal vote form that can be downloaded from the company's website,
www.flsmidth.com/agm. If the form is used, the completed and signed form must be
received by VP Investor Services, Weidekampsgade 14, P.O.Box 4040, DK-2300
Copenhagen S (fax: +45 4358 8867, email: vpinvestor@vp.dk) no later than
Wednesday 25 March 2015 at 16:00 (CET). Once a postal vote has been submitted it
cannot be withdrawn.
Further information
Until and including the day of the Annual General Meeting, the company's
website, www.flsmidth.com/agm, will provide additional information about the
General Meeting, including the 2014 Annual Report, information about the total
number of shares and voting rights on the date of the notice, the notice with
the agenda and the complete proposals, the proxy/postal vote form for the Annual
General Meeting and the articles of association, including the proposed updated
version of the articles of association. The 2014 Annual Report is only available
in English, and this is the official version, which will be filed with the
Danish Business Authority. A condensed version of the annual report, "Årsprofil
2014", is available in Danish.
This information will also be available for inspection by the shareholders at
the company's head office at Vigerslev Allé 77, DK-2500 Valby, Denmark from
Wednesday 4 March 2015.
Questions from shareholders
Shareholders may submit questions regarding the agenda or the documents, etc. to
be used at the Annual General Meeting in writing to FLSmidth & Co. A/S,
Vigerslev Alle 77, DK-2500 Valby, or via email to corpir@flsmidth.com.
Electronic voting
Electronic voting (e-voter) will be used if one or more items on the agenda are
put to vote. E-voters will be handed out at the entrance to the Annual General
Meeting.
Webcast
The entire Annual General Meeting will be webcasted live on the company's
website, www.flsmidth.com/agm, and the webcast will also subsequently be
available at the website. Webcast will only cover the podium.
Transportation to Tivoli Congress Center
Bus 11A stops just outside the entrance to the central train station at
Bernstorffsgade and Tivoli Congress Center. The distance from Dybbølsbro station
is around 0.6 km. There is a limited number of parking spaces in the car park
under Tivoli Congress Center. The entrance to the car park is from Kristian
Erslevs Gade. There is a charge for parking.
After the Annual General Meeting the Company will serve light refreshments.
Valby, March 2015
FLSmidth & Co. A/S
The Board of Directors
[HUG#1898577]
