The original version of these Articles of Association has been prepared in Danish. This is a translation into English of the original version. In case of discrepancies between the Danish version and the English version, the Danish version shall be the governing text.
Name, registered office and objects of the Company
The name of the company is FLSmidth & Co. A/S. The company's secondary names are FLSmidth & Co. A/S and FLS Industries A/S.
[The provision has been omitted].
The object of the Company is to carry on trade, engineering, manufacturing, transportation, shipping, investment and financing in Denmark and abroad and other business which in the opinion of the Board is naturally related hereto. The funds of the Company may also be invested in enterprises having one or more of these objects and in real estate and ships.
Capital and shares
The share capital amounts to DKK 1,064,000,000. The share capital has been fully paid up and is divided into share denominations of DKK 1 or multiples thereof.
No special rights shall be attached to any share, and no shareholder shall be required to have his shares redeemed in whole or in part.
The shares are negotiable bearer shares, but may be registered in the name of the holder. The negotiability of the shares shall not be subject to any limitations.
The company's register of shareholders is kept by VP Investor Services A/S, CVR No. 30 20 11 83. The shares are issued electronically via a securities centre through whom dividend is paid out.
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.
Within the limits of statutory provisions and these Articles of Association, the Company's General Meeting shall be the highest authority of the Company.
General Meetings shall be held in Greater Copenhagen. General Meetings shall be called not earlier than five weeks and not later than three weeks prior to the meeting.
General Meetings shall be called via the Company website, www.flsmidth.com
, and the IT system of the Danish Business Authority. In the case of shares registered in the name of the holder meetings shall be called by written communication to all shareholders who have so requested.
The notice of General Meetings shall indicate the time and venue of the Meeting and shall include the agenda stating the business to be transacted at the General Meeting. If a resolution is proposed at the General Meeting to amend the Articles of Association, the essential content of the said resolution must be stated in the notice. The notice convening General Meetings shall also include (1) a description of the size of the share capital and the voting rights of the shareholders, (2) a clear and precise description of the procedures which the shareholders must follow to attend and vote at the General Meeting, (3) the record date, (4) an indication of where and how the complete documents to be presented at the General Meeting, the agenda and the complete proposals are available, and (5) an indication of the internet address at which the information to be disclosed in accordance with Section 99 of the Danish Companies Act will be available. If decisions are to be made pursuant to Section 77, subsection 2; Section 92, subsections 1 or 5; or Section 107, subsections 1 or 2 of the Danish Companies Act, the notice of the Meeting shall include the full wording of the proposal to amend the Articles of Association.
The following information must be available at the Company's website, www.flsmidth.com
, for a minimum three week continuous period prior to the General Meeting:
(1) The notice of the Meeting, (2) information about the total number of shares and voting rights on the date of sending out the notice, (3) the documents to be presented at the General Meeting, (4) the agenda and the com-plete proposals, and (5) the forms to be used when voting by proxy and when voting by letter unless the said forms are sent directly to the shareholders by post.
The Annual General Meeting shall be held before the end of April of each year.
Unless otherwise decided by the General Meeting pursuant to Section 100, subsections 2 - 8 of the Danish Com-panies Act, the General Meetings of the Company shall be conducted in Danish or English as decided by the Board of Directors. Documents prepared for the purpose of the General Meeting to be used in connection with or after the General Meeting shall be prepared in Danish or English as decided by the Board.
An extraordinary General Meeting shall be held if demanded by the Board of Directors or the auditor appointed at the General Meeting or if demanded in writing by shareholders controlling at least five percent of the share capital.
In order to be considered at the Annual General Meeting, proposals by shareholders for specific business to be included in the agenda of the Meeting must be submitted in writing to the Board of Directors not later than six weeks prior to the Meeting. The Board of Directors may decide that proposals by shareholders for specific business to be included in the agenda of the General Meeting which were received later than six weeks prior to the Meeting, may be included in the agenda of the General Meeting.
The agenda of the Annual General Meeting shall comprise the following:
1. Management's review
2. Submission and approval of the Annual Report
3. 3. Distribution of profits or covering of losses in accordance with the approved Annual Report
4. Election of members to the Board of Directors
5. Appointment of auditor(s)
6. 6. Other business proposed by the Board and/or by shareholders
7. Any other business
The General Meeting shall be presided over by a chairman of the meeting appointed by the Board of Directors. The chairman of the meeting shall decide all questions relating to the transaction of business.
A shareholder's right to attend and to vote at a General Meeting shall be determined by the number of shares which the shareholder controls at the record date. The record date is one week before the General Meeting. The shares owned by the individual shareholder shall be determined on the record date based on the entries regarding the shareholder's ownership in the register of shareholders and based on notifications of ownership received by the Company which are to be entered, but have not yet been entered in the register of shareholders.
Each DKK 1 share shall entitle the holder to one vote.
Each shareholder who is entitled to attend the General Meeting pursuant to Article 8, paragraph 2 and who wishes to attend the Meeting shall request an admission card not later than three days before the Meeting is to be held.
Shareholders who are entitled to attend a General Meeting in accordance with Article 8, paragraph 1 shall have the option of voting in writing (voting by correspondence) before the General Meeting is held pursuant to Section 104, subsection 2 of the Danish Companies Act.
The shareholder has the right to attend the General Meeting by proxy. Both the shareholder and the proxy may attend accompanied by an adviser. The proxy shall produce a signed and dated instrument to this effect. 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.
All business transacted at a General Meeting shall be decided by a simple majority of votes unless statutory provisions or the present Articles of Association require a qualified majority of votes.
The adoption of a resolution to amend these Articles of Association or to wind up the Company requires, subject to any additional requirements by the Danish Companies Act, that the resolution is passed by not less than two thirds of the votes cast as well as of the share capital represented at the General Meeting.
The Board of Directors shall adopt a decision to amend the Articles of Association pursuant to Section 106, subsection 2 of the Danish Companies Act.
Minutes of the proceedings at the General Meeting shall be kept and shall be signed by the chairman of the meeting.
Board of Directors and Management
The Board of Directors is elected by the General Meeting apart from those Board members otherwise elected pursuant to the provisions of the Danish Companies Act on representation of employees. Board members elected at the General Meeting shall constitute not less than five (5) and not more than eight (8) members.
The members of the Board elected at the General Meeting shall retire at each Annual General Meeting. Re-election may take place.
The members of the Board shall elect from their own number a Chairman and a Vice Chairman. Simple majority shall apply to all resolutions to be passed by the Board. In case of equality of votes the Chairman or in his ab-sence the Vice Chairman shall have the casting vote. The Board constitutes a quorum when more than half of the members of the Board are present.
If a member of the Board of Directors is unable to attend a meeting, in isolated cases he may authorise one of the other members in writing to act on his behalf with respect to specific proposed resolutions on the agenda, and he shall be considered present at the meeting when represented by his proxy. By way of exception the Chairman may demand a written poll to decide a matter.
The members of the Board of Directors shall receive an annual fee which shall be approved by the General Meeting.
The Board of Directors shall lay down rules of procedure on how its business shall be carried out.
Minutes of the proceedings at Board meetings shall be kept and shall be signed by all the members of the Board of Directors.
The auditors' records shall be submitted at each Board meeting. Each entry in the records shall be signed by all members of the Board.
The Board of Directors shall appoint the Management comprising at least two but not more than six members, and shall determine Management remuneration.
The Board of Directors may appoint vice presidents and grant powers of procuration.
The Company has adopted guidelines for incentive pay to the Management pursuant to section 139 of the Danish Companies Act. The guidelines have been approved by the Annual General Meeting and are accessible on the Company website www.flsmidth.com
The signature of the Chairman of the Board or the Vice Chairman jointly with the signature of another member of the Board, or the signature of the Chairman or Vice Chairman jointly with the signature of an Executive Officer, or the joint signatures of two Executive Officers shall be binding upon the Company.
The financial statements of the Company shall be audited by one or two state authorised public accountants ap-pointed by the General Meeting for the term of one year.
The financial year of the Company is the calendar year.
Approved at the Annual General Meeting on 5 April 2013.