NOTICE TO CONVENE the Annual General Meeting of FLSmidth & Co. A/S
Company Announcement No. 10-2020
The Board of Directors hereby convenes the Annual General Meeting to be held on Friday 26 June 2020 at 4 pm (CET) at the offices of the company, Vigerslev Allé 77, DK-2500 Valby.
To protect everyone’s safety and reduce the risk of COVID-19 spreading, we recommend that shareholders refrain from attending the general meeting in person and instead cast their votes by postal vote or proxy and attend the live webcast of the general meeting via the web site.
The number of representatives from the management will be reduced to reduce the risk of infection.
Agenda:
- The Board of Directors' report on the company’s activities in 2019.
- Presentation and approval of the 2019 Annual Report.
- Approval of the Board of Directors’ fees:
a. Final approval of fees for 2019.
The Board of Directors proposes unchanged approval of the fees for 2019 that were pre-approved by the general meeting in 2019.
The fees are based on a base fee of DKK 450,000 (the “Base Fee”) with twice that amount to the vice chairman and three times that amount to the chairman. An additional fee of DKK 125,000 is paid for membership on a board committee, whereby, however, such additional fee for committee chairmen constitutes DKK 225,000. The chairman and the vice chairman do not receive committee fees.
The total remuneration to the members of the Board of Directors for 2019 amounts to DKK 6.4 m, cf. note 6.1 in the Annual Report (page 115).
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 2020
The Board of Directors proposes that fees of the Board of Directors remain unchanged in 2020. The fees for 2020 will be presented at the Annual General Meeting in 2021 for final approval.
- Distribution of profits or covering of losses in accordance with the approved Annual Report
As announced in company announcement of 23 March 2020 the Board of Directors is not proposing a dividend for 2019. Please also refer to the Annual Report 2019 and the Supplement to Annual Report 2019 illustrating the change to the proposed profit allocation. Please find both on flsmidth.com.
- Election of members to the Board of Directors
The Board of Directors proposes the re-election of Mr. Vagn Ove Sørensen, Mr. Tom Knutzen, Mr. Richard Robinson Smith (Rob Smith), Ms. Anne Louise Eberhard, Ms. Gillian Dawn Winckler and Mr. Thrasyvoulos Moraitis to the Board of Directors.
Shareholder Richardt Ejnar Fangel has announced that he candidates to the Board of Directors. The Board of Directors does not support the candidacy of Richardt Ejnar Fangel.
Consequently, the Board of Directors proposes the election of 6 members, consisting of the candidates proposed by the Board of Directors.
Information on the qualifications and positions held by the individual candidates is presented in Appendix 1 and is also available on the company’s website,
- Election of company auditor
The Board of Directors proposes the re-election of Ernst & Young Godkendt Revisionspartnerselskab 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.
- Proposals from the Board of Directors
The Board of Directors submits the following proposals:
7.1 – Proposal for new remuneration policy
The Board of Directors proposes that the general meeting approve the company’s new remuneration policy setting out the framework for the total remuneration to the Board of Directors and Group Executive Management of FLSmidth & Co. A/S. The remuneration policy has been prepared in accordance with the new requirements under sections 139 and 139a of the Danish Companies Act and replaces the current overall guidelines for incentive pay. The propsed new remuneration policy is attached as Appendix 2 and is also available on the company’s website, . If the remuneration policy is approved, article 14 of the company's articles of association will automatically be deleted and subsequent articles renumbered.
7.2 – Amendment of the articles of association – renewal of the Board of Directors’ authorisations to increase the company’s share capital
The Board of Directors proposes that the existing authorisations granted in article 4a of the Articles of Association to increase the company’s share capital be extended so that they are applicable until and including 25 March 2025.
The new article 4a(1)(3) and (2)(3) will be worded as follows:
“The authorisation shall apply for the period until and including 25 March 2025.”
The proposed amendments to the articles of association appear from Appendix 3 and is also available on the company’s website, .
7.3 – Amendment of the articles of association – new keeper of the shareholders’ register
The Board of Directors proposes that article 4(1)(1) of the articles of association is updated to reflect completion of the merger between VP Services A/S, CVR No. 30 20 11 8, and VP Securities A/S, CVR No. 21 59 93 36. As a result, the company’s keeper of the shareholders’ register has changed from VP Services A/S to VP Securities A/S.
Article 4(1)(1), of the articles of association will be worded as follows:
”The company’s register of shareholders is kept by VP Securities A/S, CVR No. 21 59 93 36.”
The proposed amendment to the articles of association appears from Appendix 3 and is also available on the company’s website, .
7.4 – Amendment of the articles of association – change of standard agenda for the annual general meeting
The Board of Directors proposes to amend the standard agenda for the annual general meeting in article 6 of the articles of association to reflect the new requirements in the Danish Companies Act, according to which the company is required to submit a remuneration report for an advisory vote at the company’s annual general meeting, starting in 2021.
Article 6 of the articles of association will be worded as follows:
”The agenda of the Annual General Meeting shall comprise the following:
- Management's review
- Submission and approval of the Annual Report
- Distribution of profits or covering of losses in accordance with the approved Annual Report
- Advisory vote on the Remuneration Report
- Election of members to the Board of Directors
- Appointment of auditor(s)
- Other business proposed by the Board and/or by shareholders
- Any other business.”
The proposed amendment to the articles of association appears from Appendix 3 and is also available on the company’s website, .
7.5 - 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 at the time of the authorisation, 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.
- Any other business
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Adoption requirements
The proposal set forth in items 7.2, 7.3 and 7.4 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.
Size of the share capital and the shareholders’ voting rights
The company’s share capital amounts to nominally DKK 1,025,000,000, divided into shares of DKK 20 each. Each share of DKK 20 carries 20 votes.
The date of registration is Friday 19 June 2020.
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.
Admission card
Shareholders who anyway wish to attend the Annual General Meeting must request an admission card. The request must be received by the company not later than Monday 22 June 2020 at 11.59 pm (CET). Admission cards may be ordered via FLSmidth’s InvestorPortal at .
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 /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 (requires electronic password) or in writing by using the proxy/postal vote form that can be downloaded at . If the form is used, the completed and signed form must be received by VP Securities A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark (fax: or a scanned version to ), not later than Monday 22 June 2020 at 11.59 pm (CET).
Postal vote
Postal votes must be submitted electronically via FLSmidth’s InvestorPortal at (requires electronic password) or in writing by using the proxy/postal vote form that can be downloaded at . If the form is used, the completed and signed form must be received by VP Securities A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark (fax: or a scanned version to ), not later than Thursday 25 June 2020 at 12 noon (CET). A postal vote cannot be withdrawn.
Additional information
Until and including the day of the Annual General Meeting, the company’s website, , will provide additional information about the general meeting, including the 2019 Annual Report and Supplement to Annual Report 2019, 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 appendices, the proxy/postal vote form for the Annual General Meeting and the articles of association. The 2019 Annual Report and Supplement to Annual Report 2019 are only available in English.
As of Thursday 4 June 2020, the information will also be available for inspection by the shareholders at the company’s head office at Vigerslev Allé 77, 2500 Valby, Denmark.
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, 2500 Valby, Denmark, or by email to .
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, , and the webcast will subsequently be availabe 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, 2500 Valby, Denmark. There are only a limited number of parking spaces at the address.
The Annual General Meeting ends after the consideration of the last item on the agenda. There will be no catering prior to or after the Annual General Meeting.
Valby, 2 June 2020
FLSmidth & Co. A/S
The Board of Directors
Attachment
