NOTICE TO CONVENE the Annual General Meeting of FLSmidth & Co. A/S - Seite 2

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.

6. 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.

7. 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' authorisations to increase the company's share capital

The Board of Directors proposes that the existing authorisations granted in Article 4a of the Articles of Association to increase the company's share capital be extended so that they are applicable until and including 27 March 2024.

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

 "The authorisation shall apply for the period until and including 27 March 2024."

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.

8. Proposals from shareholders

Kritiske Aktionærer v/Frank Aaen proposes that the total remuneration to a member of the company's executive management must not exeed an amount equal to nine times the average remuneration for the company's employees.  

The board of directors does not support the proposal.

9. 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.