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

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

Company Announcement to the Danish Financial Supervisory Authority No.
06-2013,5April 2013

On Friday 5 April 2013 at 16.00 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 2012

2. Approval of the 2012 Annual Report

3. Approval of the Board of Directors' fees:
a. Final approval of fees for 2012
b. Preliminary determination of fees for 2013

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

5. Election of members to the Board of Directors

6. Appointment of auditor

7. Other business proposed by the Board of Directors
7.1 - Treasury shares
7.2 - Revision of the Board of Directors' authorisation to increase the
company's share capital

8. Any other business

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

Re 1: The Annual General Meeting noted the Management's review.

Re 2: The Annual General Meeting adopted the Annual Report.

Re 3: The Annual General Meeting approved the Board of Directors' fees for
2012 and 2013.

Re 4: The Board's proposal to pay out a dividend of DKK 9 per share was
adopted.

Re 5: 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 6: The Annual General Meeting adopted the proposal by the Board of
Directors to reappoint Deloitte Statsautoriseret Revisionspartnerskab as
auditor.

Re 7.1: 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 must not deviate more than 10% from the official price quoted on
NASDAQ OMX Copenhagen A/S at the time of acquisition.

Re 7.2: The Annual General Meeting adopted the proposal by the Board of
Directors 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."

The Chairman of the Annual General Meeting, Mr Klaus Søgaard, closed the
Annual General Meeting at 17.30 hours. 389 shareholders, representing 24.25%
of the votes, attended the Annual General Meeting.

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

Yours faithfully

Corporate Communications & Investor Relations

Link to PDF version

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

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#1690832
 
Press spacebar to pause and continue. Press esc to stop.