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NOTICE TO CONVENE the Annual General Meeting of FLSmidth & Co. A/S

Kollegen bei der Unternehmensplanung. pixabay.com

Company Announcement No. 2-2018, 28 February 2018

The Board of Directors hereby convenes the Annual General Meeting to be held on Thursday 5 April 2018 at 4 pm (CET) at the offices of the company, Vigerslev Allé 77, DK-2500 Valby.

Agenda:

The Board of Directors' report on the company's activities in 2017
Presentation and approval of the 2017 Annual Report
Approval of the Board of Directors' fees:

a. Final approval of fees for 2017.

The Board of Directors proposes unchanged approval of the fees for 2017 that were pre-approved by the general meeting in 2017.

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 2017 amounts to DKK 6.6 m, cf. note 7.1 in the Annual Report (page 109).

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 2018

The Board of Directors proposes that fees of the Board of Directors remain unchanged in 2018. The fees for 2018 will be presented at the Annual General Meeting in 2019 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 8 per share, corresponding to a total dividend distribution of DKK 410m for 2017.
Election of members to the Board of Directors

The Board of Directors proposes the re-election of Vagn Ove Sørensen, Tom Knutzen, Caroline Grégoire Sainte Marie, Marius Jacques Kloppers, Richard Robinson Smith (Rob Smith) and Anne Louise Eberhard to the Board of Directors.

Information on the qualifications and positions held by the individual candidates is presented in Appendix 1 and is also available on the company's website, www.flsmidth.com.

ARIVA.DE Börsen-Geflüster

Kurse

FLSmidth

46,70 €

-0,98%

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:

7.1 - Amendment of the articles of association - renewal of the Board of Directors' authorisation to increase the company's share capital

The Board of Directors proposes that the existing authorisation granted in Article 4a of the Articles of Association to increase the company's share capital is extended so that it is applicable until and including 1 April 2023.

The new article 4a(1)(3) and (2)(3) will be worded as follows:

"The authorisation shall apply for the period until and including 1 April 2023."

The proposed amendments to the articles of association appear from Appendix 2 and is also available on the company's website, www.flsmidth.com.

7.2 - 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 at the time of the authorisation, 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

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

Adoption requirements
The proposal set forth in item 7.1 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 1,025,000,000, divided into shares of DKK 20 each. Each share of DKK 20 carries 20 votes.

The date of registration is 29 March 2018.

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 not later than Tuesday 3 April 2018 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 VP Investor Services, Weidekampsgade 14, Postboks 4040, 2300 Copenhagen S, Denmark (fax: +45 4358 8867 or a scanned version to vpinvestor@vp.dk) not later than Tuesday 3 April 2018 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 VP Investor Services, Weidekampsgade 14, Postboks 4040, 2300 Copenhagen S, Denmark (fax: +45 4358 8867 or a scanned version to vpinvestor@vp.dk) not later than Wednesday 4 April 2018 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 2017 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 articles of association. The 2017 Annual Report is only available in English.

As of Wednesday 14 March 2018, 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 corpir@flsmidth.com.

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.

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, but before the Annual General Meeting begins it will be possible to enjoy a cup of coffee and some cake.

Valby, 28 February 2018
FLSmidth & Co. A/S

The Board of Directors

Link to the notice with agenda and complete proposals

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: FLSmidth via Globenewswire

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