Summary of FLSmidth & Co. A/S' Annual General Meeting 2019
Company Announcement No. 5-2019:
Summary of FLSmidth & Co. A/S' Annual General Meeting
On Wednesday 27 March 2019 at 16:00 (CET), FLSmidth & Co. A/S held its Annual General Meeting at the company's offices, Vigerslev Allé 77, DK-2500 Valby, with the following agenda:
- The Board of Directors' report on the company's activities in 2018
- Presentation and approval of the 2018 Annual Report
- Approval of the Board of Directors' fees:
a. Final approval of fees for 2018
b. Preliminary determination of fees for 2019
- Distribution of profits or covering of losses in accordance with the approved Annual Report
- Election of members to the Board of Directors
- Election of company auditor
- Proposals from the Board of Directors
The Board of Directors submitted 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
7.2 - Treasury shares
- Proposals from shareholders
- Any other business
Re 1: The General Meeting took note of the Board of Directors' report
Re 2: The General Meeting approved the 2018 Annual Report
Re. 3: Approval of Board of Directors' fees:
a: The General Meeting approved the Board of Directors' fees for 2018.
b: The General Meeting approved the preliminary determination of fees for 2019
Re. 4: The Board of Directors' proposal to pay out a dividend of DKK 9 per share was adopted.
Re. 5: The General Meeting re-elected Mr Vagn Ove Sørensen, Mr Tom Knutzen, Mr Richard Robinson Smith (Rob Smith) and Ms Anne Louise Eberhard to the Board of Directors.
In addition, Ms. Gillian Dawn Winckler and Mr. Thrasyvoulos Moraitis were elected as new members of the Board of Directors.
Re. 6: The General Meeting adopted the proposal by the Board of Directors to reappoint Ernst & Young Godkendt Revisionspartnerselskab as auditor in accordance with the recommendation from the audit committee.
Re. 7.1: The General Meeting extended the Board of Directors' existing authorisation to increase the company's share capital.
Re. 7.2: The 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 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.
Re. 8: The proposal from Kritiske Aktionærer/Mr. Frank Aaen was not approved by the General Meeting.
Re. 9: No other business.
The chairman of the Annual General Meeting, Mr Klaus Søgaard, closed the Annual General Meeting at 17:15.
49 % of the votes were represented at the Annual General Meeting.
At the subsequent initial Board Meeting, the Board elected Mr Vagn Ove Sørensen as chairman and Mr Tom Knutzen as vice chairman.
Contact Investor Relations:
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FLSmidth delivers sustainable productivity to the global mining and cement industries. We deliver market-leading engineering, equipment and service solutions to our customers enabling them to improve performance, drive down costs and reduce environmental impact. Our operations span the globe and our 11,400 employees are present in more than 60 countries. In 2018, FLSmidth generated a revenue of DKK 18.8 billion. www.flsmidth.com