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Summary of FLSmidth & Co. A/S' Annual General Meeting

05.04.2013

Company Announcement to the Danish Financial Supervisory Authority No. 06-2013, 5 April 2013

On Friday 5 April 2013 at 16.00 hours, FLSmidth & Co. A/S held its Annual General Meeting at Radisson Blu Falconer Hotel & Conference Center, Frederiksberg with the following agenda:

1.     Management's review of the company's activities in 2012

2.     Approval of the 2012 Annual Report

3.     Approval of the Board of Directors' fees:
a. Final approval of fees for 2012
b. Preliminary determination of fees for 2013

4.     Distribution of profits or covering of losses in accordance with the approved Annual Report

5.     Election of members to the Board of Directors

6.     Appointment of auditor

7.     Other business proposed by the Board of Directors
7.1 - Treasury shares
7.2 - Revision of the Board of Directors' authorisation to increase the company's share capital

8.     Any other business

            -----------------------------------------

Re 1: The Annual General Meeting noted the Management's review.

Re 2: The Annual General Meeting adopted the Annual Report.

Re 3: The Annual General Meeting approved the Board of Directors' fees for 2012 and 2013.

Re 4: The Board's proposal to pay out a dividend of DKK 9 per share was adopted.

Re 5: The Annual General Meeting reelected Mr Vagn Ove Sørensen, Mr Torkil Bentzen, Mr Martin Ivert, Mr Sten Jakobsson, Mr Tom Knutzen and Ms Caroline Grégoire Sainte Marie for the Board of Directors.

Re 6: The Annual General Meeting adopted the proposal by the Board of Directors to reappoint Deloitte Statsautoriseret Revisionspartnerskab as auditor.

Re 7.1: The Annual General Meeting adopted the proposal by the Board of Directors 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 must not deviate more than 10% from the official price quoted on NASDAQ OMX Copenhagen A/S at the time of acquisition.

Re 7.2: The Annual General Meeting adopted the proposal by the Board of Directors that the existing authorisation in Article 4a of the Articles of Association to increase the company's share capital is extended by one year so that it is applicable until and including 1 April 2018, and that a few linguistic changes to the wording of the authorisation are made. Article 4a of the Articles of Association will hereafter read as follows:

"The Board of Directors is authorised to increase the share capital by issuing new shares in one or more tranches at a total nominal value of up to DKK 100,000,000 and with pre-emption rights for the company's existing shareholders, subject, however, to paragraph 3. The new shares shall be paid in cash. The authorisation shall apply for the period until and including 1 April 2018.

 

Further, the Board of Directors is authorised to increase the share capital by issuing new shares in one or more tranches at a total nominal value of up to DKK 100,000,000 and without pre-emption rights for the company's existing shareholders, 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 1 April 2018.

 

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 to bearer but may be entered into the company's register of shareholders. 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 authorisations in paragraphs 1 and 2."

The Chairman of the Annual General Meeting, Mr Klaus Søgaard, closed the Annual General Meeting at 17.30 hours. 389 shareholders, representing 24.25% of the votes, attended the Annual General Meeting.

At the subsequent initial Board Meeting, the Board elected Vagn Ove Sørensen as Chairman and Torkil Bentzen as Vice Chairman.

Yours faithfully

Corporate Communications & Investor Relations