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

27.03.2014

Company Announcement to the Danish Financial Supervisory Authority No. 07-2014, 27 March 2014.

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

On Thursday 27 March 2014 at 15.00 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 2013  

  1. Amendment of the Articles of Association regarding language of Annual Reports
     

  2. Approval of the 2013 Annual Report  

  1. Approval of the Board of Directors' fees:  

  1. Final approval of fees for 2013 

  2. Preliminary determination of fees for 2014 

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

  2. Election of members to the Board of Directors
     

  3. Appointment of auditor
     

  4. Proposals made by the Board of Directors
     

The Board of Directors submitted the following proposals:

8.1 - Reduction of the company's share capital by nominally DKK 39m by cancellation of shares
8.2 - Amendment of the Articles of Association regarding proxies to be used at General   Meetings
8.3 - Treasury shares

  1. Proposals made by a shareholder - Mr Kjeld Beyer
     

9.1 - Requirement of financial information in the notice of the General Meeting
9.2 - Availability and language of certain documents
9.3 - Access to documents on the website
9.4 - Refreshments in connection with the Annual General Meeting

 10. Any other business 

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

Re 1: The Annual General Meeting took note of the Management's review.

Re 2: The Annual General Meeting adopted the amendment of the Articles of Association regarding language of Annual Reports.

Re 3: The Annual General Meeting approved the 2013 Annual Report.

Re 4: The Annual General Meeting approved the Board of Directors' fees for 2013 and 2014.

Re 5: The Board's proposal to pay out a dividend of DKK 2 per share was adopted.

Re 6: 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 7: The Annual General Meeting adopted the proposal by the Board of Directors to reappoint Deloitte Statsautoriseret Revisionspartnerselskab as auditor.

Re 8.1: The Annual General Meeting adopted the proposal by the Board of Directors that the company's share capital is reduced by nominally DKK 39,000,000 from DKK 1,064,000,000 to DKK 1,025,000,000 by cancellation of treasury shares. The nominal capital reduction of DKK 39,000,000 is divided into 1,950,000 shares of DKK 20 each. The company's share capital hereafter amounts to DKK 1,025,000,000.

The purpose of the proposal is to distribute funds to the shareholders by way of the company repurchasing shares in accordance with the authorisations granted to the Board of Directors at previous Annual General Meetings. The company's holding of treasury shares will be reduced by 1,950,000 shares of DKK 20 each. These shares were repurchased for a total amount of DKK 520,942,500 which means that, in addition to the nominal capital reduction amount, DKK 481,942,500 has been distributed to the shareholders.

Article 4, paragraph 1 of the Articles of Association will upon completion of the capital reduction read as follows:

"The share capital amounts to DKK 1,025,000,000. The share capital has been fully paid up and is divided into share denominations of DKK 1 or multiples thereof."

Re 8.2: The Annual General Meeting adopted the proposal by the Board of Directors that the last sentence of Article 8, paragraph 5, is deleted as a consequence of an amendment of the Danish Companies Act that entered into force on 1 January 2014.

The last sentence of Article 8, paragraph 5, which will be deleted from the Articles of Association has the following wording:

"A proxy given to the Board or Management of the Company shall only be valid for a period of twelve months and only for a specific General Meeting with an agenda which is known beforehand."

Re 8.3: 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 may not deviate more than 10% from the official price quoted on NASDAQ OMX Copenhagen A/S at the time of acquisition.

Re 9.1: The Annual General Meeting did not adopt the proposal by a shareholder that certain specific financial information must be included in the notice of the Annual General Meeting. The proposal was that the following should be inserted as a new paragraph 5 to Article 5:

"The notice of General Meetings must include the following financial information: 5 years accounting figures and key indicators from the audited Annual Report, including income statement and balance sheet with notes together with a capital explanation. In addition, the 5-year summary must for each year be supplemented with information on the following: share capital, the denomination of the shares, total number of shares, treasury shares, and number of share options and warrants granted during the year, including information on the increase in value since they were granted."

Re 9.2: The Annual General Meeting did not adopt the proposal by a shareholder that the Annual Report, quarterly reports and all company announcements must be available in Danish at the company's website for a period of at least five years.

Re 9.3: The Annual General Meeting did not adopt the proposal by a shareholder that no more than 2-3 menus may be necessary to give access to quarterly and annual reports in Danish on the Company's website.

Re 9.4: The Annual General Meeting did not adopt the proposal by a shareholder that the shareholders shall be offered refreshments in connection with the Annual General Meeting that are proportionate to the expectations for the coming year.

The chairman of the Annual General Meeting, Mr Klaus Søgaard, closed the Annual General Meeting at 16.36 hours.
27.85% of the votes were represented at the Annual General Meeting.

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

Yours faithfully

Corporate Communications & Investor Relations