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

5. Election of members to the Board of Directors

The Board of Directors proposes the re-election of Mr. Vagn Ove Sørensen, Mr. Tom Knutzen, Mr. Richard Robinson Smith (Rob Smith), Ms. Anne Louise Eberhard, Ms. Gillian Dawn Winckler and Mr. Thrasyvoulos Moraitis to the Board of Directors.

Shareholder Richardt Ejnar Fangel has announced that he candidates to the Board of Directors. The Board of Directors does not support the candidacy of Richardt Ejnar Fangel.

Consequently, the Board of Directors proposes the election of 6 members, consisting of the candidates proposed by the Board of Directors.

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 – Proposal for new remuneration policy

The Board of Directors proposes that the general meeting approve the company’s new remuneration policy setting out the framework for the total remuneration to the Board of Directors and Group Executive Management of FLSmidth & Co. A/S. The remuneration policy has been prepared in accordance with the new requirements under sections 139 and 139a of the Danish Companies Act and replaces the current overall guidelines for incentive pay. The propsed new remuneration policy is attached as Appendix 2 and is also available on the company’s website, www.flsmidth.com. If the remuneration policy is approved, article 14 of the company's articles of association will automatically be deleted and subsequent articles renumbered.

 

7.2 – 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 25 March 2025.