Company Announcement to the Danish Financial Supervisory Authority No. 08-2010, 16 April 2010
On Friday 16 April 2010 at 16.00 hours, FLSmidth & Co. A/S held its Annual General Meeting at Radisson SAS Falconer Hotel & Conference Center, Frederiksberg with the following agenda:
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.
5. Appointment of auditor
6. Other business proposed by the Board and/or by shareholders
- Resolution 6.1: Necessary amendments to the Articles of Association due to the new Danish Limited Liability Companies Act
- Resolution 6.2: Consequential amendments to the Articles of Association due to the new Danish Limited Liability Companies Act
- Resolutions 6.3, 6.4, 6.5, 6.6: Other resolutions to amend the Articles of Association
- Resolution 6.7: Authorisation to acquire treasury shares
- Resolution 6.8: Authorisation to file adopted resolutions to be reported
7. Any other business
Re 1 - 3: Items 1 to 3 on the agenda were dealt with as one item. The Annual General Meeting noted the management's review, adopted the Annual Report and adopted the Board's resolution to pay out a dividend of DKK 5 per share.
Re 4: Pursuant to Article 11 of the Articles of Association, the Board members elected by the Company in General Meeting shall retire at each Annual General Meeting. The following members of the Board of Directors elected at the general meeting - Mr Jørgen Worning, Mr Jens S. Stephensen, Mr Torkil Bentzen, Mr Jesper Ovesen, Mr Martin Ivert and Mr Vagn Ove Sørensen were reelected.
Re 5: The General Meeting approved the proposal by the Board of Directors to reappoint Deloitte Statsautoriseret Revisionsaktieselskab as auditors.
Re 6 - 6.6 The proposed resolutions to amend the Articles of Association were adopted.
The following other resolutions proposed by the Board of Directors were adopted:
6.7 The Board of Directors was 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 12 of the Limited Liability Companies Act. The consideration for the shares acquired must not deviate more than 10 per cent from the official price quoted on NASDAQ OMX Copenhagen A/S at the time of acquisition.
6.8 The Annual General Meeting authorised the chairman of the meeting to submit reportable resolutions adopted by the General Meeting to the Danish Commerce and Companies Agency and to make corrections in the documents produced in connection with the said resolutions where this is required by the Commerce and Companies Agency in order to have the resolutions registered.
At the subsequent initial Board meeting, the Board elected Mr Jørgen Worning as Chairman and Mr Jens S. Stephensen as Vice Chairman.
Yours faithfully,
FLSmidth & Co. A/S
Corporate Communications & Investor Relations
