COMPANY ANNOUNCEMENT NO. 18-2026
FLSmidth & Co. A/S
27 February 2026
Copenhagen, Denmark
The Board of Directors hereby convenes the Annual General Meeting to be held on Tuesday 24 March 2026 at 4 pm (CET) at Scandic Spectrum, Kalvebod Brygge 10, DK-1560 Copenhagen V.
Agenda:
1.The Board of Directors' report on the company's activities in 2025
2.Presentation and approval of the 2025 Annual Report
3.Approval of the Board of Directors' fees:
1. Final approval of fees for 2025.
The Board of Directors proposes unchanged approval of the fees for 2025 that were pre-approved by the Annual General Meeting in 2025.
The fees are based on a base fee of DKK 475,000 (the "Base Fee") with twice that amount to the vice chair and three times that amount to the chair. An additional fee of DKK 125,000 is paid for membership on a board committee, whereby, however, such additional fee for committee chairs constitutes DKK 250,000 and for the chair of the Audit, Risk & ESG Reporting committee DKK 300,000. The chair and the vice chair do not receive committee fees.
The total remuneration to the members of the Board of Directors for 2025 amounts to DKK 7.3 m, cf. note 1.5 in the Annual Report (page 136).
In addition to the above-stated remuneration, the company pays out-of-pocket expenses, including travel and transport costs, associated with the services rendered for the Board of Directors, and the company may also pay foreign social charges and similar charges, charged by foreign authorities in relation to the fees.
2. Preliminary determination of fees for 2026
The Board of Directors proposes that fees of the Board of Directors remain unchanged in 2026. The fees for 2026 will be presented at the Annual General Meeting in 2027 for final approval.
4.Distribution of profits or covering of losses in accordance with the approved Annual Report
The Board of Directors proposes a dividend of DKK 4.00 per share, corresponding to a total dividend distribution of DKK 231 m for 2025.
5.Presentation of the Remuneration Report 2025 for an advisory vote
The Board of Directors proposes the approval of the Remuneration Report 2025 by advisory vote. The Remuneration Report is prepared in accordance with section 139b of the Danish Companies Act and provides an overview of the total remuneration of the Board of Directors and Executive Management in 2025. The Remuneration Report is presented in appendix 1 and is also available on the company's website www.flsmidth.com.
6.Election of members to the Board of Directors
The Board of Directors proposes the re-election of Ms. Anne Louise Eberhard, Ms. Anna Hyvönen, Mr. Lars Engström and Mr. Rune Wichmann to the Board of Directors.
With reference to company announcement of 23 February 2026, the Board of Directors further proposes election of Ms. Lene Skole-Sørensen as new member to the Board of Directors. Chair Mr. Mads Nipper, vice chair Mr. Christian Bruch and board member Mr. Thrasyvoulos Moraitis do not seek re-election to the Board of Directors.
It is the intention that the Board of Directors will subsequently constitute itself with Lene Skole-Sørensen as chair and Rune Wichmann as vice chair.
Information on the qualifications and positions held by the individual candidates is presented in appendix 2 and is also available on the company's website, www.flsmidth.com.
7.Election of company auditor
The Board of Directors proposes the re-election of Ernst & Young Godkendt Revisionspartnerselskab as the company's auditor in respect of statutory financial and sustainability reporting 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 Annual General Meeting's election of specific auditors or audit firms.
8.Proposals from the Board of Directors
The Board of Directors submits the following proposals:
8.1 - Approval of remuneration policy
The Board of Directors proposes that the shareholders at the Annual General Meeting approve an updated remuneration policy for the company's Board of Directors and Executive Leadership Team.
The remuneration policy has been revised with a view to extending the scope for using share-based incentive programs for the Executive Leadership Team and to set out the terms and conditions for such use. At the same time, it is proposed that the limit on variable remuneration components be raised.
Key changes may be summarized as follows:
- Long-term Incentive Programme (LTI): Possibility to award up to 25% Restricted Share Units (RSUs) in addition to Performance Share Units (PSUs) (subject to vesting criteria) under the LTI and increase of the LTI to 200% of the annual base salary (section 3.2).
- CEO share purchase requirement: Introduction of a requirement for the CEO to acquire shares in the company with a value corresponding to 50% of the annual base salary within three years from the commencement of employment (section 3.2).
- Board fees (foreign charges): Company-paid foreign social and similar charges for Board members may include tax return support (section 3.1).
The proposed revised remuneration policy is presented as appendix 3 to this notice or and is also available on the company's website, www.flsmidth.com.
8.2 - Indemnification scheme
The Board of Directors proposes that the general meeting adopts the following resolution to establish an indemnification scheme for members of the Board of Directors and registered members of the Executive Leadership Team, whereby the company will in certain cases cover losses that a member of the Board of Directors or the Executive Leadership Team may personally incur:
"By resolution of the Board of Directors, the company may adopt a scheme for indemnification of current, former and future members of the Board of Directors and the Executive Leadership Team (covered persons). The scheme may cover losses incurred by covered persons in relation to the discharge of their duties, including any associated costs, expenses and potential tax liabilities. Excluded from coverage under the scheme are losses, etc., derived from claims:
(a)to the extent covered by insurance taken out by the company, it being understood that the indemnification may also cover claims not covered in whole or in part by any such insurance;
(b)raised against a covered person arising out of such person's wilful misconduct, gross negligence or improper acts or omissions (in Danish: utilbørlige dispositioner);
(c)raised against the covered person by the company or a subsidiary of the company;
(d)caused by any sanctioned offence under applicable criminal law committed by a covered person, to the extent such losses etc. constitute penal sanctions, including fines, or related defence costs; and
(e)any other claims, if and to the extent it would be inconsistent with applicable law to offer the benefits of the scheme.
The scheme may cover claims raised in the period from 24 March 2026, whether arising out of circumstances or events occurring on, before or after said date, and until 1 July 2031. The scheme will be adopted solely for the benefit of the covered persons, and no third party shall be entitled to rely on or derive any benefits from the scheme or have any recourse against the company in relation thereto.
The Board of Directors shall be charged with administering and implementing the scheme, including by defining the detailed terms and conditions, including monetary thresholds and other limits to the scope of coverage. The covered person is covered only to the extent provided for in the detailed terms and conditions communicated to such person. The Board of Directors is authorised to take all decisions in relation to the scheme, including to determine whether a claim is comprised by the scheme and/or whether to refer such determination and/or other specific decisions to a third-party expert or an independent committee."
The scheme will supplement and be subsidiary to applicable directors' and officers' insurance, enabling broader and more cost-efficient coverage to the benefit of the company and the covered persons.
It is proposed that the resolution be reflected in the Articles of Association by including the following new article 16:
"The general meeting has approved the establishment of a scheme for indemnification of the members of the Board of Directors and registered Management in respect of losses and claims relating to the discharge of their duties for the Company. The scheme is implemented and managed by the Board of Directors in accordance with the resolution of the general meeting."
If the proposal is adopted, the subsequent articles of the Articles of Association will be renumbered accordingly.
The Board of Directors will further include a reference to the general meeting resolution in the remuneration policy. Please refer to Appendix 3 for the proposed revised remuneration policy.
8.3 - Treasury shares
The Board of Directors proposes that it be authorized 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 authorization, provided that the company's total holding of treasury shares at no point exceeds 10% of the company's share capital. The consideration per share must not deviate by more than 10% from the official price quoted on Nasdaq Copenhagen at the time of acquisition.
8.4 - Reduction of the company's share capital by changing the nominal value of the shares
The Board of Directors proposes that the company's share capital be reduced at par value for transfer to a special reserve by reducing the nominal value of all shares proportionally.
The company's share capital shall be reduced from DKK 1,153,000,000 to DKK 115,300,000 by reducing the nominal value of each share from DKK 1.00 to DKK 0.10, with no change to the total number of shares or voting rights. The company's shares are traded in bundles of 20 equal to DKK 20 before the capital reduction and DKK 2.00 following completion of the capital reduction.
The capital reduction corresponds to a total nominal reduction amount of DKK 1,037,700,000, which shall be transferred at par value to a special reserve in accordance with section 188(1)(3) of the Danish Companies Act, which will not be restricted by law or articles of association. No funds shall be distributed to the shareholders in connection with the capital reduction.
The purpose of the reduction is to achieve a more flexible capital structure, allowing the company to conduct share buy-backs followed by a capital reduction with a view to distribute value to its shareholders, subject to applicable law.
The capital reduction will be completed following expiry of a four (4) week creditor notice period.
Adoption of the proposal implies the following amendments to the Articles of Association, taking effect upon completion of the capital reduction:
Article 4(1): "The share capital amounts to DKK 115,300,000. The share capital has been fully paid up and is divided into share denominations of DKK 0.1 or multiples thereof."
Article 8(2): "Each share of DKK 0.1 shall entitle the holder to one vote."
The revised articles of association are attached as appendix 4 and are also available on the company's website, www.flsmidth.com.
8.5 - Authorisation 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 the Board of Directors to increase the company's share capital be extended so that they are applicable until and including 24 March 2031, fixed at 10% and reduced to reflect the company's expected share capital following completion of the share capital reduction. The new article 4a will be worded as follows:
"The Board of Directors is authorised to increase the share capital by issuing new shares in one or more tranches with pre-emption rights for the Company's existing shareholders and at a total nominal value of up to DKK 115,300,000, subject, however, to paragraph 3. The new shares must be paid in cash. The authorisation shall apply for the period until and including 24 March 2031.
Further, the Board of Directors is authorised to increase the share capital by issuing new shares in one or more tranches without pre-emption rights for the Company's existing shareholders and at a total nominal value of up to DKK 115,300,000, subject, however, to paragraph 3, provided that the increase takes place at market value. The new shares may be paid in cash or by contribution of assets other than cash. The authorisation shall apply for the period until and including 24 March 2031.
The authorisations of the Board of Directors pursuant to paragraphs 1 and 2 apply to a total issue of new shares at an aggregate nominal value not exceeding DKK 115,300,000.
In the case of a share capital increase pursuant to paragraphs 1 and 2, the new shares shall be issued in the name of the holder and be paid in full. The shares shall be negotiable and shall in all other respects bear the same rights as the existing shares, for example in terms of redeemability and restrictions on negotiability. The new shares shall entitle the holder to dividend from the time decided by the Board of Directors, however, not later than as from the financial year following the increase. The Board of Directors shall decide the terms and conditions for increases of the share capital that are implemented in accordance with the authorizations in paragraphs 1 and 2."
Subject to approval of the capital reduction set out in item 8.4, the maximum nominal amounts stated in the authorisations in article 4a shall be reduced proportionally from DKK 115,300,000 to DKK 11,530,000 to reflect the reduction of the nominal value of the shares from DKK 1.00 to DKK 0.10. The revised articles of association are attached as appendix 4 and are also available on the company's website, www.flsmidth.com.
- Any other business
Adoption requirements
The proposal set forth in item 8.2, item 8.4 and item 8.5 of the agenda must be adopted by at least 2/3 of both the votes cast and of the share capital represented at the Annual General Meeting. The remaining proposals on the agenda can be adopted by a simple majority of votes. The Remuneration Report set forth in item 5 of the agenda is only subject to an advisory vote in accordance with the Danish Companies Act.
Size of the share capital and the shareholders' voting rights
The company's share capital amounts to nominally DKK 1,153,000,000, divided into shares of DKK 20 each. Each share of DKK 20 carries 20 votes.
The date of registration is Tuesday 17 March 2026.
Shareholders holding shares in the company on the date of registration have the right to attend and vote at the Annual General Meeting. The number of shares held by a shareholder is calculated at the date of registration based on the recording of the share-holder's shares in the register of shareholders as well as any notices concerning ownership received by the company to be record-ed in the register of shareholders. Attendance is also subject to the shareholder having timely obtained an admission card as de-scribed below.
Shareholders holding shares through a nominee must exercise voting rights through the nominee structure. This entails that any votes, including amendment of votes submitted by proxy, must be submitted to the company by the nominee.
Admission card
Shareholders who wish to attend the Annual General Meeting must request an admission card. The request must be received by the company no later than Friday 20 March 2026 at 11.59 pm (CET). Admission cards may be ordered via FLSmidth's Investor-Portal at www.flsmidth.com/gf.
FLSmidth & Co. A/S sends out admission cards by email. In order to receive an admission card, the shareholder's email address must be registered at FLSmidth's Investor Portal at www.flsmidth.com/gf. Following registration, the shareholder will receive an electronic admission card, which must be presented at the Annual General Meeting by using e.g. a smartphone or tablet. Alternatively, a printed version of the admission card may be presented. If the admission card is not presented, access may be granted to the Annual General Meeting upon presentation of due proof of identity.
Proxy
Proxies must be submitted electronically via FLSmidth's Investor Portal at www.flsmidth.com/gf (requires electronic password) or in writing by using the proxy/postal vote form that can be downloaded at www.flsmidth.com/gf. If the form is used, the completed and signed form must be received by Euronext Securities (VP Securities A/S), Nicolai Eigtveds Gade 8, 1402 København K (scanned version to CPH-investor@euronext.com), no later than Friday 20 March 2026 at 11.59 pm (CET).
Postal vote
Postal votes must be submitted electronically via FLSmidth's Investor Portal at www.flsmidth.com/gf (requires electronic password) or in writing by using the proxy/postal vote form that can be downloaded at www.flsmidth.com/gf. If the form is used, the completed and signed form must be received by Euronext Securities (VP Securities A/S), Nicolai Eigtveds Gade 8, 1402 København K (scanned version to CPH-investor@euronext.com), no later than Monday 23 March 2026 at 12 noon (CET). A submitted postal vote cannot be withdrawn.
Additional information
Until and including the day of the Annual General Meeting, the company's website, www.flsmidth.com/gf, will provide additional information about the Annual General Meeting, including the 2025 Annual Report, information about the total number of shares and voting rights on the date of the notice, this notice with the agenda and the complete proposals, including other appendices, the proxy/postal vote form for the Annual General Meeting and the proposed updated articles of association. The 2025 Annual Re-port is only available in English.
As of Friday 27 February 2026, the information will also be available for inspection by the shareholders at the company's head office at Havneholmen 2, 2450 Copenhagen SV, Denmark.
Questions from shareholders
Shareholders may submit questions to the agenda or documents etc. to be used at the Annual General Meeting in writing to FLSmidth & Co. A/S, Havneholmen 2, 2450 Copenhagen SV, Denmark, or by email to agm@flsmidth.com.
Webcast
The entire Annual General Meeting will be webcasted live on the company's website, www.flsmidth.com/gf, and the webcast will subsequently be available on the website. The webcast will only cover the podium. Reference is made to the company's personal data policy available on the company's website for additional information on collection and processing of personal data in connection with the Annual General Meeting.
Parking
Scandic Spectrum is located at Kalvebod Brygge 10, 1560 Copenhagen V, and can be reached by car and public transportation. There is a limited number of parking spaces in the car park under the hotel. The entrance to the car park is from Mitchellsgade 2, 1560 Copenhagen V. There is a charge for parking.
Contacts:
Investor Relations
Andreas Holkjær Sandager, +45 24 85 03 84, andh@flsmidth.com
Jannick Denholt, +45 21 69 66 57, jli@flsmidth.com
Media
Jannick Denholt, +45 21 69 66 57, jli@flsmidth.com
About FLSmidth
FLSmidth is a full flowsheet technology and service supplier to the global mining industry. We enable our customers to improve performance, lower operating costs and reduce environmental impact. MissionZero is our sustainability ambition towards zero emissions in mining by 2030. We work within fully validated Science-Based Targets, have a clear commitment to improving the sustainability performance of the global mining industry and aim to become carbon neutral in our own operations by 2030. www.fls.com
Attachment
- AGM 2026_EN
