Name, registered office and objects of the Company
Article 1
The Company's name is FLSmidth & Co. A/S with secondary names F.L.Smidth & Co. A/S (FLSmidth & Co. A/S), and FLS Industries A/S (FLSmidth & Co. A/S).
Article 2
The registered office of the Company is situated in the municipality of Copenhagen.
Article 3
The object of the Company is to carry on trade, engineering, manufacturing, transportation, shipping, investment and financing in Denmark and abroad and other business which in the opinion of the Board of Directors is naturally related hereto. The funds of the Company may also be invested in enterprises having one or more of these objects and in real estate and ships.
Capital and shares
Article 4
The Company's share capital amounts to DKK 1,064,000,000. The share capital has been fully paid up and is divided into shares of DKK 1 or multiples thereof.
No special rights shall be attached to any share, and no shareholder shall be obliged to have his or her shares redeemed in whole or in part.
The Company shares are negotiable bearer shares, but may be registered in the name of the holder. There are no restrictions on the transferability of the shares.
The Company's share register shall be kept by VP Investor Services A/S (VP Services A/S), Helgeshøj Allé 61, 2630 Taastrup. The shares are issued electronically via VP Securities Services through which dividend is paid out.
The Board of Directors is authorised to make one or more decisions on the distribution of extraordinary dividend pursuant to the provisions of Sections 109a and 110 of the Danish Public Companies Act.
Article 1
The Company's name is FLSmidth & Co. A/S with secondary names F.L.Smidth & Co. A/S (FLSmidth & Co. A/S), and FLS Industries A/S (FLSmidth & Co. A/S).
Article 2
The registered office of the Company is situated in the municipality of Copenhagen.
Article 3
The object of the Company is to carry on trade, engineering, manufacturing, transportation, shipping, investment and financing in Denmark and abroad and other business which in the opinion of the Board of Directors is naturally related hereto. The funds of the Company may also be invested in enterprises having one or more of these objects and in real estate and ships.
Capital and shares
Article 4
The Company's share capital amounts to DKK 1,064,000,000. The share capital has been fully paid up and is divided into shares of DKK 1 or multiples thereof.
No special rights shall be attached to any share, and no shareholder shall be obliged to have his or her shares redeemed in whole or in part.
The Company shares are negotiable bearer shares, but may be registered in the name of the holder. There are no restrictions on the transferability of the shares.
The Company's share register shall be kept by VP Investor Services A/S (VP Services A/S), Helgeshøj Allé 61, 2630 Taastrup. The shares are issued electronically via VP Securities Services through which dividend is paid out.
The Board of Directors is authorised to make one or more decisions on the distribution of extraordinary dividend pursuant to the provisions of Sections 109a and 110 of the Danish Public Companies Act.
General Meetings
Article 5
Within the limits of statutory provisions and these Articles of Association, the Company's General Meeting shall be the highest authority of the Company.
General Meetings shall be held in Greater Copenhagen and be convened by the Board of Directors by notice inserted in one or more national daily newspapers not less than 8 (eight) days and not more than 4 (four) weeks prior to such meetings.
The notice convening each General Meeting shall stipulate the agenda. If a qualified majority is required for adoption of a resolution, all essential aspects of such resolution shall be included in the notice. If a resolution is proposed pursuant to Section 79, Subsection 1 or 2 of the Danish Companies Act, the notice convening the General Meeting shall contain the full wording of the proposed amendment to the Articles of Association and the notice shall be sent to each registered shareholder.
The Annual General Meeting shall be held before the end of April of each year.
Extraordinary General Meetings shall be called by a resolution passed by the General Meeting or by the Board of Directors or by a Company auditor. An extraordinary general meeting for the transaction of any specified business shall be called within two (2) weeks upon demand in writing by shareholders holding not less than one tenth of the share capital.
Not later than eight (8) days prior to each General Meeting, the agenda and the complete pro-posals for business to be transacted at the Meeting shall be made available for inspection by shareholders at the Company's office, and in the case of the Annual General Meeting this shall likewise apply to the Annual Report. The said documents shall also be submitted to any registered shareholder if the latter has so requested.
In order to be considered at the Annual General Meeting, business proposed by shareholders must be submitted to the Board of Directors in writing by 1 March of the year in question.
Article 6
The agenda of the Annual General Meeting shall comprise the following:
1. Management's review
2. Submission and approval of the Annual Report
3. Distribution of profits or covering of losses in accordance with the approved Annual Report
4. Election of members to the Board of Directors
5. Appointment of auditor(s)
6. Other business proposed by the Board of Directors and/or by shareholders
7. Any other business
Article 7
The General Meeting shall be presided over by a chairman of the meeting appointed by the Board of Directors. The chairman of the meeting shall decide all questions relating to the transaction of business.
Article 8
Any shareholder is entitled to attend a General Meeting provided he has asked for an admission card at the Company's office or another place stated in the notice of meeting not less than five (5) days prior to the meeting. Admission cards are issued to shareholders entered in the Company's share register. Any shareholder who is not entered in the Company's share register and who wishes to receive an admission card must produce a not more than five (5) days old account statement from VP Securities Services or his account holding bank (bank of which the shares are deposited) as documentation for share ownership.
Each DKK 1 share shall entitle the holder to one vote. Shareholders who have received an admission card shall be entitled to vote at General Meetings. 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 share register or has notified the Company of such share transfer and has produced evidence thereof.
A shareholder is entitled to be represented by proxy at a General Meeting and may be accompanied by an adviser. The proxy holder shall produce a signed and dated instrument to this effect. The validity of such proxy shall not exceed one year.
Article 9
All business transacted at a General Meeting shall be decided by a simple majority of votes unless statutory provisions or the present Articles of Association require a qualified majority of votes.
The adoption of a resolution to amend these Articles of Association or to wind up the Company requires that the resolution is passed by not less than two thirds of the votes cast as well as of the share capital represented and entitled to vote at the General Meeting.
Article 10
Minutes of the proceedings at the General Meetings shall be kept.
Board of Directors and Management
Article 11
The Board of Directors is elected by the General Meeting apart from those Board members otherwise elected pursuant to the provisions of the Danish Companies Act on representation of employees. Board members elected at the General Meeting shall constitute not less than five (5) and not more than eight (8) members.
The members of the Board elected at the General Meeting shall retire at each Annual General Meeting. Reelection can take place.
The members of the Board of Directors shall elect from their own number a Chairman and a Vice Chairman. Simple majority shall apply to all resolutions to be passed by the Board of Directors. In case of equality of votes the Chairman or in his absence the Vice Chairman shall have the casting vote. The Board constitutes a quorum when more than half of the members of the Board are present.
If a member of the Board of Directors is unable to attend a meeting he or she may authorise one of the other members in writing to act on his behalf with respect to specific proposed resolutions on the agenda, and he or she shall thereby be considered present at a meeting when represented by such proxy holder. By way of exception the Chairman may demand a written poll to decide a matter.
The members of the Board of Directors shall receive an annual fee which shall be approved by the General Meeting.
Article 12
The Board of Directors shall lay down rules of procedure on how its business shall be carried out.
Minutes of the proceedings at Board meetings shall be kept and shall be signed by all the members of the Board of Directors.
The auditors' records shall be submitted at each Board meeting and each entry shall be signed by all members of the Board of Directors.
Article 13
The Board of Directors shall appoint the Management comprising at least two (2) but not more than six (6) members, and shall determine Management remuneration.
The Board of Directors may appoint vice presidents and grant powers of procuration.
Article 14
The Company has adopted guidelines for incentive pay to the members of the Management pursuant to section 69b of the Danish Companies Act. The guidelines have been approved by the General Meeting and are accessible on the Company website.
Article 15
The signature of the Chairman of the Board or the Vice Chairman jointly with the signature of another member of the Board of Directors, or the signatures of the Chairman or Vice Chairman jointly with a member of the Management, or the joint signatures of two members of the Management shall be binding upon the Company.
Auditors
Article 16
The accounts of the Company shall be audited by one or two state authorised public accountants appointed by the General Meeting for the term of one year.
Annual accounts
Article 17
The financial year of the Company is the calendar year.
Article 5
Within the limits of statutory provisions and these Articles of Association, the Company's General Meeting shall be the highest authority of the Company.
General Meetings shall be held in Greater Copenhagen and be convened by the Board of Directors by notice inserted in one or more national daily newspapers not less than 8 (eight) days and not more than 4 (four) weeks prior to such meetings.
The notice convening each General Meeting shall stipulate the agenda. If a qualified majority is required for adoption of a resolution, all essential aspects of such resolution shall be included in the notice. If a resolution is proposed pursuant to Section 79, Subsection 1 or 2 of the Danish Companies Act, the notice convening the General Meeting shall contain the full wording of the proposed amendment to the Articles of Association and the notice shall be sent to each registered shareholder.
The Annual General Meeting shall be held before the end of April of each year.
Extraordinary General Meetings shall be called by a resolution passed by the General Meeting or by the Board of Directors or by a Company auditor. An extraordinary general meeting for the transaction of any specified business shall be called within two (2) weeks upon demand in writing by shareholders holding not less than one tenth of the share capital.
Not later than eight (8) days prior to each General Meeting, the agenda and the complete pro-posals for business to be transacted at the Meeting shall be made available for inspection by shareholders at the Company's office, and in the case of the Annual General Meeting this shall likewise apply to the Annual Report. The said documents shall also be submitted to any registered shareholder if the latter has so requested.
In order to be considered at the Annual General Meeting, business proposed by shareholders must be submitted to the Board of Directors in writing by 1 March of the year in question.
Article 6
The agenda of the Annual General Meeting shall comprise the following:
1. Management's review
2. Submission and approval of the Annual Report
3. Distribution of profits or covering of losses in accordance with the approved Annual Report
4. Election of members to the Board of Directors
5. Appointment of auditor(s)
6. Other business proposed by the Board of Directors and/or by shareholders
7. Any other business
Article 7
The General Meeting shall be presided over by a chairman of the meeting appointed by the Board of Directors. The chairman of the meeting shall decide all questions relating to the transaction of business.
Article 8
Any shareholder is entitled to attend a General Meeting provided he has asked for an admission card at the Company's office or another place stated in the notice of meeting not less than five (5) days prior to the meeting. Admission cards are issued to shareholders entered in the Company's share register. Any shareholder who is not entered in the Company's share register and who wishes to receive an admission card must produce a not more than five (5) days old account statement from VP Securities Services or his account holding bank (bank of which the shares are deposited) as documentation for share ownership.
Each DKK 1 share shall entitle the holder to one vote. Shareholders who have received an admission card shall be entitled to vote at General Meetings. 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 share register or has notified the Company of such share transfer and has produced evidence thereof.
A shareholder is entitled to be represented by proxy at a General Meeting and may be accompanied by an adviser. The proxy holder shall produce a signed and dated instrument to this effect. The validity of such proxy shall not exceed one year.
Article 9
All business transacted at a General Meeting shall be decided by a simple majority of votes unless statutory provisions or the present Articles of Association require a qualified majority of votes.
The adoption of a resolution to amend these Articles of Association or to wind up the Company requires that the resolution is passed by not less than two thirds of the votes cast as well as of the share capital represented and entitled to vote at the General Meeting.
Article 10
Minutes of the proceedings at the General Meetings shall be kept.
Board of Directors and Management
Article 11
The Board of Directors is elected by the General Meeting apart from those Board members otherwise elected pursuant to the provisions of the Danish Companies Act on representation of employees. Board members elected at the General Meeting shall constitute not less than five (5) and not more than eight (8) members.
The members of the Board elected at the General Meeting shall retire at each Annual General Meeting. Reelection can take place.
The members of the Board of Directors shall elect from their own number a Chairman and a Vice Chairman. Simple majority shall apply to all resolutions to be passed by the Board of Directors. In case of equality of votes the Chairman or in his absence the Vice Chairman shall have the casting vote. The Board constitutes a quorum when more than half of the members of the Board are present.
If a member of the Board of Directors is unable to attend a meeting he or she may authorise one of the other members in writing to act on his behalf with respect to specific proposed resolutions on the agenda, and he or she shall thereby be considered present at a meeting when represented by such proxy holder. By way of exception the Chairman may demand a written poll to decide a matter.
The members of the Board of Directors shall receive an annual fee which shall be approved by the General Meeting.
Article 12
The Board of Directors shall lay down rules of procedure on how its business shall be carried out.
Minutes of the proceedings at Board meetings shall be kept and shall be signed by all the members of the Board of Directors.
The auditors' records shall be submitted at each Board meeting and each entry shall be signed by all members of the Board of Directors.
Article 13
The Board of Directors shall appoint the Management comprising at least two (2) but not more than six (6) members, and shall determine Management remuneration.
The Board of Directors may appoint vice presidents and grant powers of procuration.
Article 14
The Company has adopted guidelines for incentive pay to the members of the Management pursuant to section 69b of the Danish Companies Act. The guidelines have been approved by the General Meeting and are accessible on the Company website.
Article 15
The signature of the Chairman of the Board or the Vice Chairman jointly with the signature of another member of the Board of Directors, or the signatures of the Chairman or Vice Chairman jointly with a member of the Management, or the joint signatures of two members of the Management shall be binding upon the Company.
Auditors
Article 16
The accounts of the Company shall be audited by one or two state authorised public accountants appointed by the General Meeting for the term of one year.
Annual accounts
Article 17
The financial year of the Company is the calendar year.
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As adopted at the Annual General Meeting held on 17 April 2009.
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Yours faithfully
FLSmidth & Co. A/S
FLSmidth & Co. A/S
