NOTICE of the Annual General Meeting of FLSmidth & Co. A/S
(Thomson Reuters ONE) -
Company Announcement to the Danish Financial Supervisory Authority No.
04-2013, 11 March 2013
NOTICE of the Annual General Meeting of FLSmidth & Co. A/S
The Board of Directors hereby calls the Annual General Meeting to be held on
Friday 5 April 2013 at 16.00 (CET) at Radisson Blu Falconer Hotel & Conference
Center, Falkoner Allé 9, DK-2000 Frederiksberg.
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
Final approval of fees for 2012 is proposed based on a basic fee of DKK 400,000
with twice that amount to the Vice Chairman and triple that amount to the
Chairman. Besides, an additional amount of 25% of the basic fee shall be paid
for membership of a Board committee, whilst the chairman of the committee shall
receive an additional amount of 50% of the basic fee. The Chairman and Vice
Chairman of the Board of Directors shall not receive committee fees. The total
remuneration to the members of the Board for 2012 amounts to DKK 5m. The
proposed fees were pre-approved by the General Meeting in 2012.
b. Preliminary determination of fees for 2013
Unchanged principles for fees for 2013 are proposed. Fees are thus suggested to
be based on a basic fee of DKK 400,000 with twice that amount to the Vice
Chairman and triple that amount to the Chairman. Besides, an additional amount
of 25% of the basic fee shall be paid for membership of a Board committee,
whilst the chairman of the committee shall receive an additional amount of 50%
of the basic fee. The Chairman and Vice Chairman of the Board of Directors shall
not receive committee fees. The total remuneration to the members of the Board
for 2013 is thus expected to amount to DKK 5m.
In addition to the above-mentioned fees, the company pays expenses and
transportation related to the board services, and the company may pay foreign
social taxes and similar taxes levied by foreign authorities in relation to the
Board or committee fees.
4. Distribution of profits or covering of losses in accordance with the
approved Annual Report
The Board of Directors proposes that a dividend of DKK 9 per share be paid out,
corresponding to a total dividend distribution of DKK 479m for 2012 or 36% of
the profit for the year.
5. Election of members to the Board of Directors
The Board of Directors proposes that Mr Vagn Ove Sørensen, Mr Torkil Bentzen, Mr
Martin Ivert, Mr Sten Jakobsson, Mr Tom Knutzen and Ms Caroline Grégoire Sainte
Marie be reelected.
The executive posts and backgrounds, etc. of the individual candidates appear
from the attached appendix to the notice and the company's website,
www.flsmidth.com/agm.
6. Appointment of auditor
The Board of Directors proposes that Deloitte Statsautoriseret
Revisionspartnerselskab be reappointed as the company's auditor.
7. Other business proposed by the Board of Directors
The Board of Directors submits the following proposals:
7.1 - 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, 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.
7.2 - Revision of the Board of Directors' authorisation to increase the
company's share capital
The Board of Directors proposes 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."
8. Any other business
Adoption requirements
Adoption of the proposal under agenda item 7.2 requires approval from at least
two thirds of the votes cast as well as the share capital represented at the
Annual General Meeting. Adoption of the other proposals requires approval 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 1,064,000,000 and is
divided into shares of DKK 20. Each share of DKK 20 entitles the holder to 20
votes.
The registration date is Friday 29 March 2013.
Shareholders holding shares in the company on the registration date have the
right to attend and vote at the Annual General Meeting. The number of shares
held by the shareholder is calculated at the registration date based on the
shares entered into the share register and notifications received by the company
for entry into the share register. Attendance is also subject to the shareholder
having timely obtained an admission card as described below.
Admission card
Shareholders wishing to attend the Annual General Meeting must request an
admission card. The requests must be received by the company not later than
Wednesday 27 March 2013 at 23.59 (CET). Admission cards may be ordered via
FLSmidth's InvestorPortal at www.flsmidth.com/agm or by submission of the
registration form, which can be downloaded from www.flsmidth.com/agm. If the
form is used, it must be sent to VP Investor Services, Weidekampsgade 14,
P.O.Box 4040, DK-2300 Copenhagen S (fax: +45 4358 8867 or a scanned version to
vpinvestor(at)vp.dk) before the deadline. Admission card may also be ordered for an
adviser.
Proxy
Proxies may be submitted electronically via FLSmidth's InvestorPortal at
www.flsmidth.com/agm (requires electronic password) or in writing by using the
proxy/postal vote form that can be downloaded from www.flsmidth.com/agm. If the
form is used, the completed and signed form must be received by VP Investor
Services, Weidekampsgade 14, P.O.Box 4040, DK-2300 Copenhagen S (fax:
+45 4358 8867 or a scanned version to vpinvestor(at)vp.dk) no later than Wednesday
27 March 2013 at 23.59 (CET).
Postal vote
Postal votes may be submitted electronically via FLSmidth's InvestorPortal at
www.flsmidth.com/agm (requires electronic password) or in writing by using the
proxy/postal vote form that can be downloaded from www.flsmidth.com/agm. If the
form is used, the completed and signed form must be received by VP Investor
Services, Weidekampsgade 14, P.O.Box 4040, DK-2300 Copenhagen S (fax:
+45 4358 8867 or a scanned version to vpinvestor(at)vp.dk) no later than Thursday
4 April 2013. Once a postal vote has been submitted it cannot be withdrawn.
Further information
Until and including the day of the Annual General Meeting, the company's
website, www.flsmidth.com/agm, will provide additional information about the
Annual General Meeting, including the 2012 Annual Report, information about the
total number of shares and voting rights on the date of the notice, the agenda,
the complete proposals, an overview of the executive posts and competencies of
the candidates to the Board of Directors and the proxy/postal vote form for the
Annual General Meeting and the articles of association.
This information will also be available for inspection by the shareholders at
the company's head office at Vigerslev Allé 77, DK-2500 Valby, Denmark from
Thursday 14 March 2013.
Questions from shareholders
Shareholders may submit questions regarding the agenda or the documents, etc. to
be used at the Annual General Meeting in writing to FLSmidth & Co. A/S,
Vigerslev Alle 77, DK-2500 Valby, or via email to corpir(at)flsmidth.com.
Electronic voting
Electronic voting - e-voter - will also be used this year if one or more items
on the agenda are put to the 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/agm, and the webcast will subsequently be available on
the company's website. Webcast will only cover the podium.
After the Annual General Meeting the Company will host a glass of wine.
Valby, March 2013
FLSmidth & Co. A/S
The Board of Directors
Electronic voting
Again at this year's Annual General Meeting all voting will be done
electronically. At the entrance to Radisson Blu Falconer Hotel & Conference
Center you will receive an e-voter which is to be used for any electronic
voting.
We will also be showing a short instructional video at the Annual General
Meeting on how the e-voter works. Please come early, if you have questions about
how to use the e-voter.
You will still receive ballot papers and admission card to the Annual General
Meeting, if you have ordered them online.
There may be special situations where ballot papers may be used instead of the
e-voter. Therefore, please remember to bring both the ballot papers and
admission cards.
The e-voter is to be handed back after the Annual General Meeting.
Link to Board of Directors CVs:
http://hugin.info/2106/R/1684250/551470.pdf
Link to PDF version of the notice:
http://hugin.info/2106/R/1684250/551463.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: FLSmidth via Thomson Reuters ONE
[HUG#1684250]
Unternehmensinformation / Kurzprofil:
Datum: 11.03.2013 - 11:58 Uhr
Sprache: Deutsch
News-ID 238049
Anzahl Zeichen: 13124
contact information:
Town:
Valby
Kategorie:
Business News
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