Company Announcement to the Danish Financial Supervisory Authority
No. 6-2009, 17 April 2009
Name, registered office and objects of the Company
Article 1
The Company's name is FLSmidth & Co. A/S with secondary names
F.L.Smidth & Co. A/S (FLSmidth & Co. A/S), and FLS Industries A/S
(FLSmidth & Co. A/S).
Article 2
The registered office of the Company is situated in the municipality
of Copenhagen.
Article 3
The object of the Company is to carry on trade, engineering,
manufacturing, transportation, shipping, investment and financing in
Denmark and abroad and other business which in the opinion of the
Board of Directors is naturally related hereto. The funds of the
Company may also be invested in enterprises having one or more of
these objects and in real estate and ships.
Capital and shares
Article 4
The Company's share capital amounts to DKK 1,064,000,000. The share
capital has been fully paid up and is divided into shares of DKK 1 or
multiples thereof.
No special rights shall be attached to any share, and no shareholder
shall be obliged to have his or her shares redeemed in whole or in
part.
The Company shares are negotiable bearer shares, but may be
registered in the name of the holder. There are no restrictions on
the transferability of the shares.
The Company's share register shall be kept by VP Investor Services
A/S (VP Services A/S), Helgeshøj Allé 61, 2630 Taastrup. The shares
are issued electronically via VP Securities Services through which
dividend is paid out.
The Board of Directors is authorised to make one or more decisions onthe distribution of extraordinary dividend pursuant to the provisions
of Sections 109a and 110 of the Danish Public Companies Act.
General Meetings
Article 5
Within the limits of statutory provisions and these Articles of
Association, the Company's General Meeting shall be the highest
authority of the Company.
General Meetings shall be held in Greater Copenhagen and be convened
by the Board of Directors by notice inserted in one or more national
daily newspapers not less than 8 (eight) days and not more than 4
(four) weeks prior to such meetings.
The notice convening each General Meeting shall stipulate the agenda.
If a qualified majority is required for adoption of a resolution, all
essential aspects of such resolution shall be included in the notice.
If a resolution is proposed pursuant to Section 79, Subsection 1 or 2
of the Danish Companies Act, the notice convening the General Meeting
shall contain the full wording of the proposed amendment to the
Articles of Association and the notice shall be sent to each
registered shareholder.
The Annual General Meeting shall be held before the end of April of
each year.
Extraordinary General Meetings shall be called by a resolution passed
by the General Meeting or by the Board of Directors or by a Company
auditor. An extraordinary general meeting for the transaction of any
specified business shall be called within two (2) weeks upon demand
in writing by shareholders holding not less than one tenth of the
share capital.
Not later than eight (8) days prior to each General Meeting, the
agenda and the complete pro-posals for business to be transacted at
the Meeting shall be made available for inspection by shareholders at
the Company's office, and in the case of the Annual General Meeting
this shall likewise apply to the Annual Report. The said documents
shall also be submitted to any registered shareholder if the latter
has so requested.
In order to be considered at the Annual General Meeting, business
proposed by shareholders must be submitted to the Board of Directors
in writing by 1 March of the year in question.
Article 6
The agenda of the Annual General Meeting shall comprise the
following:
1. Management's review
2. Submission and approval of the Annual Report
3. Distribution of profits or covering of losses in accordance with
the approved Annual Report
4. Election of members to the Board of Directors
5. Appointment of auditor(s)
6. Other business proposed by the Board of Directors and/or by
shareholders
7. Any other business
Article 7
The General Meeting shall be presided over by a chairman of the
meeting appointed by the Board of Directors. The chairman of the
meeting shall decide all questions relating to the transaction of
business.
Article 8
Any shareholder is entitled to attend a General Meeting provided he
has asked for an admission card at the Company's office or another
place stated in the notice of meeting not less than five (5) days
prior to the meeting. Admission cards are issued to shareholders
entered in the Company's share register. Any shareholder who is not
entered in the Company's share register and who wishes to receive an
admission card must produce a not more than five (5) days old account
statement from VP Securities Services or his account holding bank
(bank of which the shares are deposited) as documentation for share
ownership.
Each DKK 1 share shall entitle the holder to one vote. Shareholders
who have received an admission card shall be entitled to vote at
General Meetings. If a share has been acquired by transfer the
holder's right to vote is subject to the requirement that the said
shareholder prior to the calling of the General Meeting has either
been entered in the Company's share register or has notified the
Company of such share transfer and has produced evidence thereof.
A shareholder is entitled to be represented by proxy at a General
Meeting and may be accompanied by an adviser. The proxy holder shall
produce a signed and dated instrument to this effect. The validity of
such proxy shall not exceed one year.
Article 9
All business transacted at a General Meeting shall be decided by a
simple majority of votes unless statutory provisions or the present
Articles of Association require a qualified majority of votes.
The adoption of a resolution to amend these Articles of Association
or to wind up the Company requires that the resolution is passed by
not less than two thirds of the votes cast as well as of the share
capital represented and entitled to vote at the General Meeting.
Article 10
Minutes of the proceedings at the General Meetings shall be kept.
Board of Directors and Management
Article 11
The Board of Directors is elected by the General Meeting apart from
those Board members otherwise elected pursuant to the provisions of
the Danish Companies Act on representation of employees. Board
members elected at the General Meeting shall constitute not less than
five (5) and not more than eight (8) members.
The members of the Board elected at the General Meeting shall retire
at each Annual General Meeting. Reelection can take place.
The members of the Board of Directors shall elect from their own
number a Chairman and a Vice Chairman. Simple majority shall apply to
all resolutions to be passed by the Board of Directors. In case of
equality of votes the Chairman or in his absence the Vice Chairman
shall have the casting vote. The Board constitutes a quorum when more
than half of the members of the Board are present.
If a member of the Board of Directors is unable to attend a meeting
he or she may authorise one of the other members in writing to act on
his behalf with respect to specific proposed resolutions on the
agenda, and he or she shall thereby be considered present at a
meeting when represented by such proxy holder. By way of exception
the Chairman may demand a written poll to decide a matter.
The members of the Board of Directors shall receive an annual fee
which shall be approved by the General Meeting.
Article 12
The Board of Directors shall lay down rules of procedure on how its
business shall be carried out.
Minutes of the proceedings at Board meetings shall be kept and shall
be signed by all the members of the Board of Directors.
The auditors' records shall be submitted at each Board meeting and
each entry shall be signed by all members of the Board of Directors.
Article 13
The Board of Directors shall appoint the Management comprising at
least two (2) but not more than six (6) members, and shall determine
Management remuneration.
The Board of Directors may appoint vice presidents and grant powers
of procuration.
Article 14
The Company has adopted guidelines for incentive pay to the members
of the Management pursuant to section 69b of the Danish Companies
Act. The guidelines have been approved by the General Meeting and are
accessible on the Company website.
Article 15
The signature of the Chairman of the Board or the Vice Chairman
jointly with the signature of another member of the Board of
Directors, or the signatures of the Chairman or Vice Chairman jointly
with a member of the Management, or the joint signatures of two
members of the Management shall be binding upon the Company.
Auditors
Article 16
The accounts of the Company shall be audited by one or two state
authorised public accountants appointed by the General Meeting for
the term of one year.
Annual accounts
Article 17
The financial year of the Company is the calendar year.
-----oooOooo-----
As adopted at the Annual General Meeting held on 17 April 2009.
-------------------------------------
Yours faithfully
FLSmidth & Co. A/S
