NOTICE TO CONVENE the Annual General Meeting of FLSmidth & Co. A/S
The Board of Directors hereby convenes the Annual General Meeting to be held on Wednesday 30 March 2022 at 4 pm (CEST) at the offices of the company, Vigerslev Allé 77, DK-2500 Valby.
Agenda:
- The Board of Directors' report on the company’s activities in 2021
- Presentation and approval of the 2021 Annual Report
- Approval of the Board of Directors’ fees:
a. Final approval of fees for 2021.
The Board of Directors proposes unchanged approval of the fees for 2021 that were pre-approved by the general meeting in 2021.
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 2021 amounts to DKK 6.5 m, cf. note 1.5 in the Annual Report (page 66).
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 2022
The Board of Directors proposes that fees of the Board of Directors remain unchanged in 2022. The fees for 2022 will be presented at the Annual General Meeting in 2023 for final approval.
- Distribution of profits or covering of losses in accordance with the approved Annual Report
The Board of Directors proposes a dividend of DKK 3 per share, corresponding to a total dividend distribution of DKK 172.9 m for 2021.
- Presentation of the Remuneration Report 2021 for an advisory vote
The Board of Directors proposes the approval of the Remuneration Report 2021 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 2021. The Remuneration Report is presented in Appendix 1 and is also available on the company’s website www.flsmidth.com.
- Election of members to the Board of Directors
The Board of Directors proposes the re-election of 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.
Further, the Board of Directors proposes the election of Mads Nipper as a new member to the Board of Directors.
Chair, Vagn Ove Sørensen does 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.flsmidth.com.
- 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:
8.1 – Proposal for amendment of remuneration policy
The Board of Directors proposes that the wording on Clawback in the remuneration policy is extended to provide a right for clawback if the variable pay proves to be erroneous due to gross negligence or wilful misconduct by Group Executive Management.
The new wording on Clawback in article 3.2 will be as follows:
“In special cases, clawback of the variable remuneration for Group Executive Management may be carried out, including in the event of the variable remuneration having been set based on one or more factors which turns out to be incorrect, or proves to be erroneous due to gross negligence or wilful misconduct by Group Executive Management.”
The Board of Directors further proposes that the possibility to deviate from the plan framework may only be exercised on a temporary basis and only in extraordinary circumstances.
The new wording on Deviations from the policy in the first paragraph of article 4 will be as follows:
“If deemed necessary to meet the objectives and purposes stated in section 2.1 above, and if the situation of the Company necessitates so, the Board of Directors may temporarily, in extraordinary circumstances, decide to deviate from the plan framework set out in section 3.2 (’Short-term Incentive Programme’, ‘Long-term Incentive Programme’ and ‘Other incentives’) of this policy in respect of select executives. Awards under this section 4 may or may not be subject to KPIs.”
The Remuneration policy is presented in Appendix 3 and is also available on the company’s website www.flsmidth.com.
8.2 – 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 30 March 2027. 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 30 March 2027.
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 30 March 2027.
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 available on the company’s website, www.flsmidth.com.
8.3 – 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.
- Any other business
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Adoption requirements
The proposal set forth in item 8.2 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 1,153,000,000, divided into shares of DKK 20 each. Each share of DKK 20 carries 20 votes.
The date of registration is Wednesday 23 March 2022.
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 wish to attend the Annual General Meeting must request an admission card. The request must be received by the company no later than Friday 25 March 2022 at 11.59 pm (CET). Admission cards may be ordered via FLSmidth’s InvestorPortal at www.flsmidth.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.flsmidth.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.flsmidth.com/gf (requires electronic password) or in writing by using the proxy/postal vote form that can be downloaded at www.flsmidth.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, 1402 København K (scanned version to [email protected] ), no later than Friday 25 March 2022 at 11.59 pm (CET).
Postal vote
Postal votes must be submitted electronically via FLSmidth’s InvestorPortal at www.flsmidth.com/gf (requires electronic password) or in writing by using the proxy/postal vote form that can be downloaded at www.flsmidth.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, 1402 København K (scanned version to [email protected] ) , no later than Tuesday 29 March 2022 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, www.flsmidth.com/gf, will provide additional information about the general meeting, including the 2021 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 appendices, the proxy/postal vote form for the Annual General Meeting and the proposed updated articles of association. The 2021 Annual Report is only available in English.
As of Tuesday 1 March 2022, 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 [email protected].
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, www.flsmidth.com/gf, 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.
Valby, 1 March 2022
FLSmidth & Co. A/S
The Board of Directors
Attachment
