COPENHAGEN, 6-3-2015 — /EuropaWire/ — 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.
The Board of Directors’ report on the company’s activities in 2014
Presentation and approval of the 2014 Annual Report
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.
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.
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.
Appointment of auditor
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab be reappointed as the company’s auditor.
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, 1st 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, 1st 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
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.
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 email@example.com). The form must be received within the deadline. An admission card can also be ordered for an adviser.
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: firstname.lastname@example.org) no later than Friday 20 March 2015 at 23.59 (CET).
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: email@example.com) no later than Wednesday 25 March 2015 at 16:00 (CET). Once a postal vote has been submitted it cannot be withdrawn.
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 firstname.lastname@example.org.
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.
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