NOTICE TO CONVENE the Annual General Meeting of FLSmidth & Co.
A/S
COMPANY ANNOUNCEMENT NO. 2-2025
3 March 2025, Copenhagen, Denmark
The Board of Directors hereby convenes the Annual
General Meeting to be held on Wednesday 2 April 2025 at 4 pm (CEST)
at the offices of the company, Vigerslev Allé 77, DK-2500
Valby.
Agenda:
1. The Board of
Directors' report on the company’s activities in 2024
2. Presentation
and approval of the 2024 Annual Report
3. Approval of
the Board of Directors’ fees:
a. Final approval of fees for 2024.
The Board of Directors proposes unchanged approval of the fees
for 2024 that were pre-approved by the general meeting in 2024.
The fees are based on a base fee of DKK 475,000 (the “Base Fee”)
with twice that amount to the vice chair and three times that
amount to the chair. An additional fee of DKK 125,000 is paid for
membership on a board committee, whereby, however, such additional
fee for committee chairs constitutes DKK 250,000 and for the chair
of the Audit, Risk & ESG Reporting committee DKK 300,000. The
chair and the vice chair do not receive committee fees.
The total remuneration to the members of the Board of Directors
for 2024 amounts to DKK 7m, cf. note 1.5 in the Annual Report (page
148).
In addition to the above-stated remuneration, the company pays
out-of-pocket expenses, including travel and transport costs,
associated with the services rendered for the Board of Directors,
and the company may also pay foreign social charges and similar
charges, charged by foreign authorities in relation to the
fees.
b. Preliminary determination of fees for 2025
The Board of Directors proposes that fees of the Board of
Directors remain unchanged in 2025. The fees for 2025 will be
presented at the Annual General Meeting in 2026 for final
approval.
4. Distribution
of profits or covering of losses in accordance with the approved
Annual Report
The Board of Directors proposes a dividend of DKK 8 per share,
corresponding to a total dividend distribution of DKK 461 m for
2024.
5. Presentation
of the Remuneration Report 2024 for an advisory
vote
The Board of Directors proposes the approval of the Remuneration
Report 2024 by advisory vote. The Remuneration Report is prepared
in accordance with section 139b of the Danish Companies Act and
provides an overview of the total remuneration of the Board of
Directors and Executive Management in 2024. The Remuneration Report
is presented in Appendix 1 and is also available on the company’s
website www.fls.com.
6. Election of
members to the Board of Directors
The Board of Directors proposes the re-election of Mr. Mads
Nipper, Ms. Anne Louise Eberhard, Mr. Thrasyvoulos Moraitis and Ms.
Anna Kristiina Hyvönen to the Board of Directors.
Further, the Board of Directors proposes election of Mr.
Christian Bruch, Mr. Rune Wichmann and Mr. Lars Engström as new
members to the Board of Directors.
Chair, Mr. Tom Knutzen and board member Mr. Daniel Lars Reimann
do not seek re-election to the Board of Directors.
Information on the qualifications and positions held by the
individual candidates is presented in Appendix 2 and is also
available on the company’s website, www.fls.com.
7. Election of
company auditor
The Board of Directors proposes the re-election of Ernst &
Young Godkendt Revisionspartnerselskab as the company’s auditor in
respect of statutory financial and sustainability reporting in
accordance with the recommendation of the audit committee.
The Audit Committee has informed the Board of Directors that it
has not been influenced by third parties and is not subject to any
agreements with third parties that restrict the general meeting’s
election of specific auditors or audit firms.
8. Proposals from the
Board of Directors
The Board of Directors submits the following proposals:
8.1 – Amendment of the articles of
association
The Board of Directors proposes that the existing authorisations
granted in article 4a of the Articles of Association to the Board
of Directors to increase the company’s share capital be extended so
that they are applicable until and including 2 April 2030. The new
article 4a will be worded as follows:
“The Board of Directors is authorised to increase the share
capital by issuing new shares in one or more tranches with
pre-emption rights for the Company’s existing shareholders and at a
total nominal value of up to DKK 100,000,000, subject, however, to
paragraph 3. The new shares must be paid in cash. The authorisation
shall apply for the period until and including 2 April
2030.
Further, the Board of Directors is authorised to increase
the share capital by issuing new shares in one or more tranches
without pre-emption rights for the Company’s existing shareholders
and at a total nominal value of up to DKK 100,000,000, subject,
however, to paragraph 3, provided that the increase takes place at
market value. The new shares may be paid in cash or by contribution
of assets other than cash. The authorisation shall apply for the
period until and including 2 April 2030.
The authorisations of the Board of Directors pursuant to
paragraphs 1 and 2 apply to a total issue of new shares at an
aggregate nominal value not exceeding DKK 100,000,000.
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 and be paid in full. The shares shall be negotiable and
shall in all other respects bear the same rights as the existing
shares, for example in terms of redeemability and restrictions on
negotiability. The new shares shall entitle the holder to dividend
from the time decided by the Board of Directors, however, not later
than as from the financial year following the increase. The Board
of Directors shall decide the terms and conditions for increases of
the share capital that are implemented in accordance with the
authorizations in paragraphs 1 and 2.”
The proposed amendments to the articles of association is
attached as Appendix 3 and is also available on the company’s
website, www.fls.com.
8.2 – Treasury shares
The Board of Directors proposes that it be authorized 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
at the time of the authorization, provided that the company’s total
holding of treasury shares at no point exceeds 10% of the company’s
share capital. The consideration must not deviate by more than 10%
from the official price quoted on Nasdaq Copenhagen at the time of
acquisition.
9. Any other
business
Adoption requirements
The proposal set forth in item 8.1 of the agenda must be adopted
by at least 2/3 of both the votes cast and of the share capital
represented at the general meeting. The remaining proposals on the
agenda can be adopted by a simple majority of votes. The
Remuneration Report set forth in item 5 of the agenda is only
subject to an advisory vote in accordance with the Danish Companies
Act.
Size of the share capital and the shareholders’ voting
rights
The company’s share capital amounts to nominally DKK
1,153,000,000, divided into shares of DKK 20 each. Each share of
DKK 20 carries 20 votes.
The date of registration is Wednesday 26 March 2025.
Shareholders holding shares in the company on the date of
registration have the right to attend and vote at the general
meeting. The number of shares held by a shareholder is calculated
at the date of registration based on the recording of the
shareholder’s shares in the register of shareholders as well as any
notices concerning ownership received by the company to be recorded
in the register of shareholders. Attendance is also subject to the
shareholder having timely obtained an admission card as described
below.
Shareholders holding shares through a nominee must exercise
voting rights through the nominee structure. This entails that any
votes, including amendment of votes submitted by proxy, must be
submitted to the company by the nominee.
Admission card
Shareholders who wish to attend the Annual General Meeting must
request an admission card. The request must be received by the
company no later than Friday 28 March 2025 at 11.59 pm (CET).
Admission cards may be ordered via FLSmidth’s InvestorPortal at
www.fls.com/gf.
FLSmidth & Co. A/S sends out admission cards by email. In
order to receive an admission card, the shareholder's email address
must be registered at FLSmidth’s InvestorPortal at www.fls.com/gf.
Following registration the shareholder will receive an electronic
admission card, which must be presented at the Annual General
Meeting by using e.g. a smartphone or tablet. Alternatively, a
printed version of the admission card may be presented. If the
admission card is not presented, access may be granted to the
general meeting on presentation of due proof of identity.
Proxy
Proxies must be submitted electronically via FLSmidth’s
InvestorPortal at www.fls.com/gf (requires electronic password) or
in writing by using the proxy/postal vote form that can be
downloaded at www.fls.com/gf . If the form is used, the completed
and signed form must be received by Euronext Securities (VP
Securities A/S), Nicolai Eigtveds Gade 8, DK-1402 København K
(scanned version to CPH-investor@euronext.com), no later than
Friday 28 March 2025 at 11.59 pm (CET).
Postal vote
Postal votes must be submitted electronically via FLSmidth’s
InvestorPortal at www.fls.com/gf (requires electronic password) or
in writing by using the proxy/postal vote form that can be
downloaded at www.fls.com/gf. If the form is used, the completed
and signed form must be received by Euronext Securities (VP
Securities A/S), Nicolai Eigtveds Gade 8, DK-1402 København K
(scanned version to CPH-investor@euronext.com), no later than
Tuesday 1 April 2025 at 12 noon (CEST). A postal vote cannot be
withdrawn.
Additional information
Until and including the day of the Annual General Meeting, the
company’s website, www.fls.com/gf, will provide additional
information about the general meeting, including the 2024 Annual
Report, information about the total number of shares and voting
rights on the date of the notice, this notice with the agenda and
the complete proposals, including other appendices, the
proxy/postal vote form for the Annual General Meeting and the
proposed updated articles of association. The 2024 Annual Report is
only available in English.
As of Monday 3 March 2025, the information will also be
available for inspection by the shareholders at the company’s head
office at Vigerslev Allé 77, DK-2500 Valby.
Questions from shareholders
Shareholders may submit questions to the agenda or documents
etc. to be used at the Annual General Meeting in writing to
FLSmidth & Co. A/S, Vigerslev Allé 77, DK-2500 Valby, or by
email to agm@flsmidth.com.
Webcast
The entire Annual General Meeting will be webcasted live on the
company’s website, www.fls.com/gf, and the webcast will
subsequently be available on the website. The webcast will only
cover the podium. Reference is made to the company’s personal data
policy available on the company’s website for additional
information on collection and processing of personal data in
connection with the Annual General Meeting.
Parking
The company’s address is at Vigerslev Allé 77, DK-2500 Valby.
There are only a limited number of parking spaces at the
address.
Valby, 3 March 2025
FLSmidth & Co. A/S
The Board of Directors
FL Smidth and Co AS (TG:F6O1)
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