Company Announcement to the Danish Financial Supervisory Authority
No. 4-2009, 25 March 2009
Pursuant to Article 5 of the Articles of Association, notice is
hereby given that the Annual General Meeting of the Company will be
held on Friday 17 April 2009 at 16.00 hours at Radisson SAS Falconer
Center, Falkoner Allé 9, DK-2000 Frederiksberg, Copenhagen.
Agenda for business to be transacted at the Annual General Meeting:
1. Management's review
2. Submission and approval of the Annual Report
3. Distribution of profits in accordance with the approved
Annual Report
4. Election of members to the Board of Directors.
The Board of Directors moves that Mr Jørgen Worning, Mr Jens S.
Stephensen, Mr Torkil Bentzen, Mr Jesper Ovesen and Mr Martin Ivert
be reelected. The Board of Directors moves that Mr Vagn Ove Sørensen
be elected new member of the Board instead of Mr Søren Vinther who
does not wish to accept reelection.
[The individual candidates' managerial positions and background
appear from the company website www.flsmidth.com or
www.flsmidth.com/investor].
5. Appointment of auditor
The Board of Directors moves that Deloitte Statsautoriseret
Revisionsaktieselskab be reappointed.
6. Other business proposed by the Board or by shareholders:
a. The Board of Directors proposes that it be authorised until the
next Annual General Meeting to let the Company acquire treasury
shares up to a total nominal value of 10 per cent of the Company's
share capital pursuant to Section 48 of the Danish Public Companies
Act. The consideration for the shares acquired must not deviate more
than 10 per cent from the official price quoted on OMX Nordic
Exchange Copenhagen A/S at the time of acquisition.
b. The Board of Directors proposes that it be authorised to decide on
distribution of extraordinary dividend. If approved, the decision
will be included in the Articles of Association as a new paragraph 5
of Article 4.
7. Any other business
As from Thursday 26 March 2009, the 2008 Annual Report and the agenda
of the General Meeting with the complete proposals plus the Company's
Articles of Association shall be available for inspection by
shareholders at the Company's office at Vigerslev Allé 77, DK-2500
Valby Copenhagen. The documents will also be accessible at the
Company website www.flsmidth.com/investor.
Admission cards to the General Meeting may be obtained by contacting
VP Investor Services A/S, telephone 4358 8892 or fax 4358 8867 or by
contacting FLSmidth & Co. A/S, Vigerslev Allé 77, 2500 Valby in
person or in writing. Admission cards may also be obtained via the VP
Investor Services A/S website www.uk.vp.dk/agm or at the FLSmidth &
Co. A/S website www.flsmidth.com/investor. Admission cards may be
obtained until Tuesday 14 April 2009 at 16.00 hours.
Admission cards are issued to shareholders entered in the Company's
register of shareholders. Shareholders not entered in the register of
shareholders may obtain admission cards on producing evidence of the
shareholding in the form of a not more than five days old statement
of account from VP Securities Services or the account-holding bank
(deposit bank).
The resolutions proposed in the agenda may be adopted by a simple
majority of votes.
The Company's share capital of DKK 1,064,000,000 nominal value is
divided into shares of DKK 20. Each DKK 20 share entitles the holder
to one vote. Pursuant to Article 8, paragraph 2 of the Articles of
Association, if a share has been acquired by transfer the holder's
right to vote is subject to the requirement that the said shareholder
prior to the calling of the General Meeting has either been entered
in the Company's register of shareholders or has notified the Company
of such share transfer and produced evidence thereof.
Proxy
If you are unable to attend the General Meeting, you may use the
proxy document which is on the back of the registration form, to
authorise the Board of Directors to cast the votes attached to your
shares. In that case your votes will be cast in accordance with the
recommendation of the Board of Directors. You may also choose to
authorise the Board of Directors to act on your behalf by indicating
on the form how you wish the Board to cast your votes. Finally, you
may also appoint a specific third party as your proxy. In that case
your proxy shall receive an admission card from VP Investor Services
A/S. The card must be brought along to the General Meeting.
If you choose to be represented by proxy, please send the proxy
document to VP Investor Services A/S, Weidekampsgade 14, DK-2300
Copenhagen S, or fax it to +45 4358 8867, or you may appoint a proxy
via the company website www.flsmidth.com/investor or via
www.uk.vp.dk/agm.
The signed proxy document must be received by VP Investor Services
A/S not later than Tuesday 14 April 2009 at 16.00.
Valby, March 2009
FLSmidth & Co. A/S
The Board of Directors
For further information about FLSmidth, please visit
www.flsmidth.com.
