Dear shareholders, it is now 4:00 P.M., and, as chairman of the board, it's a pleasure for me to welcome you to this annual general meeting of FLSmidth. This is the first time for decades that we are holding our AGM outside our previous headquarters in Valby. We moved away from there earlier this year, and we moved into the new offices at Havneholmen down the street here in Copenhagen. This was also the beginning of a new era for FLSmidth, and I'm going to come back to that later on in my report. To take us through this AGM, the board has selected attorney Louise Korpela, and, I give the floor to you, Louise.
Thank you very much. My first job as chair is to make sure that the meeting has been duly convened and is quorate. There must be minimum three, maximum five weeks' notice via the company's website and by sending notice to those shareholders who have so requested. The convening notice was sent out on the 27th of February, which was within the timeline, and also in the correct manner. It also contains, as I see it, all the information which is required under Danish company law and the company's articles of association, and all the information that the company is requested or obligated to make available to shareholders has been made available, so the meeting has been duly convened. Behind me you see the agenda.
It contains the usual items that need to be included according to the articles, and then we also have proposals from the Board of Directors concerning an updated version of the remuneration policy and also the acquisition of treasury shares and also prolongation of a number of authorizations granted to the board by the AGM. One of these proposals requires a 2/3 majority. All other proposals can be approved by simple majority. In relation to item five, we have the remuneration report that needs to be adopted, but it is only an advisory vote. I would also inform you that we are quorate in relation to all the business on the agenda. At this meeting, about 68% of the share capital and the voting rights are represented. 98 entry cards have been requested, and half has turned up.
Some people have also sent postal votes or proxies to the board in advance. That's what I need to say about this. We will deal with, as usual, items one to five in one go, which means that the Chair of the Board will deliver the report and will also deal with distribution of profits and also presentation of the remuneration report for the advisory vote. I will now hand over to Chair of the Board, Mads Nipper.
Thank you, Louise. Now, in recent years, we've seen major changes at FLSmidth. In 2025 we reached an important milestone. We completed our transition to become a clear supplier of technologies and services for the global mining industry. At the same time, we delivered a solid performance in a market where uncertainty remains high, particularly in regard to the timing of large mining projects. With this transformation, FLSmidth enters now a new phase. Now, we are not transforming the company anymore. We have to utilize the strong foundation we have now created. We now have a more focused company. We have a simpler, more scalable operating model. We have a strong financial foundation. This gives us a good basis for creating long-term growth and value for employees, for customers, and for shareholders.
In the year under review, as I said, we reached an important milestone when we divested the cement business. For the company, this has meant that the full attention and the capital allocation can now be directed at our core activities, which is the extraction of important metals and minerals. This is an important step for the company. Gives us the possibility to focus fully on the areas where we have our strongest competencies and where we see the biggest long-term options and possibilities. At the same time, we have worked to simplify our organization, and we are strengthening our operational setup. We've consolidated our office structure, we've reduced organizational layers, and moved a number of support functions to our so-called global business centers. The purpose is simple, reduce complexity, increase efficiency, and create clearer responsibility across the organization.
In the year under review, we also sold our historic headquarters in Valby, where we've been since 1956. We established our global business centers, so this relocation together with that is a clear direction of a more modern, flexible organization. This is not just a matter of buildings. It's a matter of creating an organization better adapted to the way that we work today. All in all, these changes have made us more agile as a company. Decision paths have been shortened, there's more transparency, and today we are in a better shape to prioritize our resources to go for the most attractive opportunities and options across our business. One central goal of the transformation has been to make FLSmidth more robust. In 2025, we saw clear results of this work. Our service business delivered organic growth in the order intake of 4%.
This reflects an ongoing customer demand for solutions that can improve productivity, operating certainty, and sustainability in mining operations. The products business, on the other hand, saw lower activity. The order intake fell organically by 5%. This is because of a weak market for bigger projects, but also a deliberate choice to reduce the risk of our product portfolio. We prioritize the quality of the business and long-term value creation rather than short-term volume. The PC&V business, that's pumps, cyclones, and valves, where we just call the pump business, delivered a particularly strong organic growth, 12% for the year. We see both stable market conditions and the effect of targeted investments in our commercial capabilities. We've made those in recent years. At corporate level, we delivered an adjusted EBITA margin of 15.9%.
This is the result of a highly disciplined execution, continued efficiency enhancement, and a stronger business mix. In our continuing business, without the loss of the divested cement business, in 2025 we reached a net result of DKK 1,714 million. There was a negative impact of a reduction of a tax asset of DKK 600 million. Our free cash flow adjusted for acquisition and divestment activities ended at DKK 640 million. This was much better than the year before. All in all, we are very pleased with our financial results for 2025, particularly the growth in services and the PC&V businesses. They contribute to a more stable earnings also in an uncertain market. In 2026, we expect organic growth in revenue in the interval from -1%- +4%.
Organic revenue growth is measured at constant exchange rates and excludes the effect of acquisitions and divestments. This expectation reflects the following. First of all, we expect organic growth in revenue in the service business of 2%-5%. This is supported by continued demand for productivity enhancing solutions that can increase operational efficiency for our customers. We expect an organic growth in the product business of -5%-15%. This expectation is based on a reduced order holding. This is because of the cutbacks we've made, the risk reduction of the product portfolio. We've done that in recent years. Finally, we expect organic revenue growth of 4%-7% in the PC&V business. This is supported by continued robust and active market conditions.
As regard earnings, we expect an adjusted EBITA margin in the interval from 15.5%-16.5%. This reflects an expectation of continued strong, stable earnings margins in the service and PC&V businesses and planned improvements in the product business. The adjusted EBITA margin excludes the cost of about DKK 100 million, this is the rollout of our updated ERP platform. It's important to note that the guidance for 2026 does not include the gain from the sales of our previous headquarters in Valby. That was about DKK 690 million. It's important for FLSmidth to ensure the best possible value we can offer customers. In 2025, we opened or expanded 7 service centers at strategic locations around the world. These facilities directly support our focus and our ambition to drive the growth of the service business.
The new service facilities will open in Ghana, in Indonesia, and Saudi Arabia, while the current activities in Mackay, Australia will be relocating to a bigger facility. We've also planned expansions and extensions in Brazil, Kazakhstan, and Mongolia. With these new openings and expansions, we strengthen our service capacity and our first-class service offering to customers. At the same time, we can reduce customers' operating downtime because our service centers are strategically close to mining areas because local customers get better access to spare parts and wearing parts. Quicker service, less downtime, and stronger support where customers need it the most. In 2025, our customers and associates once again confirmed the strength of our market leading portfolio and the value we offer, and we've had a number of important commercial victories. In that connection, I really want to emphasize our cooperation with an Indian mining and steel producer.
In recent years, this customer four times in a row has selected FLSmidth to deliver core technologies to what is going to become one of the world's biggest, most efficient, and most sustainable iron ore processing plants. In the year under review, FLSmidth has also benefited from increasing metal prices, including the price of gold, which as you know, has gone up very much. This has meant that in December, FLSmidth was selected to deliver all the most important process technologies for the development of a new gold mine project in Ghana. The total value of this order is around DKK 235 million. Every day we work to become a trusted partner, delivering the most efficient, environment friendly solutions for mining. These orders are clear examples of the customer's trust in us and faith in us. We're very grateful for that. In June 2025
Something very important happened. A number of big milestones were reached. We announced that Pacific Avenue Capital Partners had acquired our cement business. The price was about DKK 550 million with a possible long-term deferred cash payment of an additional up to DKK 550 million again, conditional upon the achievement of certain goals that have not been published between the two parties. This sale of the cement business marked the end of the cement business, its long journey with FLSmidth, and the company is continuing its life under the name of Fuller. On the board of management and board, I'm very proud of what the cement business has done in its more than 140 years at FLSmidth. I'm a bit sad also that this historic business is no longer part of the FLSmidth Group.
However, I am convinced that the divestment is an important step, a decisive step in releasing the full potential of our mining and our cement businesses. We then announced that we had sold our headquarters at Vigerslev Allé in Valby, where the company has been housed since 1899, and the iconic red brick buildings drawn by architect Palle Suenson have worked as our headquarters since 1956. We then launched a share buyback program, total value DKK 1.4 billion. This was the first share buyback program since 2013, stressed our markedly improved financial position and wish to deliver value to our shareholders.
In November 2025, the then CEO, Mikko Keto, notified the board of his decision to leave the company in order to pursue opportunities outside FLSmidth. It was followed by a comprehensive recruitment process, and we were very pleased in early February 2026 to be able to inform that Toni Laaksonen would take over as CEO with immediate effect. He's seated up here, but I think you should get up and show yourself to the entire room. A warm welcome.
It's okay to sit down again.
Toni is an experienced manager with more than 15 years of international exposure from both the global mining industry and large service and product organizations. He originally joined FLS in June 2025 as head of the important service section. He has delivered strong results, and he has clear managerial capabilities, strategic insight, and the power to execute that we need in order to meet our growth potential. With Toni at the helm, we will ensure strong continuity in strategy and execution at the same time as we get renewed focus on our organizational culture, our management efficiency, and operational performance. These are areas that will be material in order to create a lasting success in the next phase that we're going through.
On behalf of the board, I'd like to thank Mikko Keto for having taken FLSmidth through a period of comprehensive restructuring in recent years, and I wish him all the best in his future work. As previously mentioned, we are now in a place where the strategic focus shifts from transformation of the company to utilizing the strong foundation we have created. In this connection, we intend to strengthen our market position by increased focus on both organic growth and selective acquisitions. This will bring us closer to our customers, and it will also expand our position within the processing of minerals and mineral and metals. To improve our value offerings to customers, we will further develop our portfolio of equipment and services. We wish to help customers increase productivity in their mining operations and also promote their own sustainability agenda.
We will still have strong focus on operational expertise. Accountability, scalability, and cost control will make sure that we deliver on to our customers and also create stable earnings. Lastly, we will continue our disciplined capital allocation. We will balance our growth investments and our dividend to shareholders at the same time as we retain financial flexibility. Before going on to introducing our remuneration report, a couple of words about capital allocation. We are constantly focusing on cash flows to make sure that we have a healthy balance. We have maintained a low financial gearing, and at closing it was 0.8x net interest-bearing debt ratio to EBITDA, which is higher than it was at the end of 2024, but still considerably below our target of maximum twice.
The Board proposes on the basis of the result for 2025 to pay out a dividend of DKK 4 per share or DKK 231 million. As recommended by the Committee on Corporate Governance and referring to the publicly available report, I will now go over and comment on remuneration to Board and management. I wish to establish that in 2025 there have been no deviation according to the general guidelines for remuneration adopted by the AGM. Total remuneration to the executive management consisting of the CEO and the CFO registered with the business authorities was DKK 23.6 million compared to DKK 38.4 million in 2024.
The reduction from 2024 to 2025 was due to the fact that Mikko Keto, the former CEO, decided on his own to leave the company and thus waived the right to get to divide his remuneration. The board received a total remuneration of DKK 7.3 million in 2025, compared with DKK 7 million in 2024. The increase being due to an increase in the number of AGM-elected board members. It will appear from item three B on today's agenda that we propose that the remuneration to the board be maintained in 2026. More about this later. We carry out an annual self-assessment process on the board to evaluate the individual members' contribution, commitment, and competencies. I'm responsible for it. It was a good process, and the overall conclusions are satisfactory. The process helps identify focus areas and prioritize our work.
Before we open up for the discussion, I have a couple of comments I'd like to make. We have a more focused portfolio. We have a simpler operating model and a strong financial flexibility, so we are headed for the next phase of the FLS development on the basis of a position of strength. In the short term, we expect a certain uncertainty in the market for large mining projects, but at the same time, we are encouraged by the strong long-term forces that drive mining. The demand for critical minerals remains high. Mining operations become increasingly complex, and the need for solutions to improve efficiency and productivity is growing. At the same time, the robustness of our service and PC&V businesses, combined with the initiatives started in the product business, provides a solid foundation for continued progress.
In the long term, the prospects for mining remain underpinned by strong structural trends. The global transition towards electrification, continued investments in renewable energy, and the fast expansion of data centers are all expected to drive a continuous demand for critical raw materials, in particular copper. With time, these long-term trends will be translated into new investments and projects, and here our priority is clear. We will continue strengthening our offerings to mining customers and support them with technologies and services to improve productivity, operational reliability, and sustainability. Before I hand back to the chair of the meeting, I'd like to say thank you very much to all colleagues in FLS. Your commitment, your professionalism are vital to our continued development. With these words, I'd like to hand over the meeting to the chair.
Thank you, Mads. You have now heard the report. You've heard about the annual report, proposal for the appropriation of profit and the remuneration of board and management in 2025 and 2026, and the remuneration report here for 2025 and 2026. There are two people who asked for the floor right now. First of all, I give the floor to Bent Sandbach from the Danish Shareholders Association. You have the floor. Please come up here.
Yeah. Hello. Thank you. Thank you for the report. As you heard, my name is Bent Sandbach. I represent the Danish Shareholders Association here at FLSmidth AGM this afternoon. The Danish Shareholders Association, association with about 16,000 members catering for the interest of small and medium-sized shareholders. We're working to develop a healthy share and investment culture in Denmark.
We focus on transparency, decency and skills. Over the last 14 months, FLSmidth has carried out major changes, as the chairman said. The divestment of the cement division, a new CEO has come on, and you've replaced the chairman of the board, I think twice. In the same period, an FLS share has become about 35%-40% more valuable in today's share price. We are now seeing a company which is smaller. It has a new management and a share which is relatively expensive in relation to earnings. Now, referring to the above and to the annual report from FLS 2025 and FLSmidth's strategy for 2026, we have the following questions. How does FLS board and management think that the organic growth will be executed? In which segments does FLSmidth consider acquiring other companies? In which segments?
We expect it would be within your known divisions, services, products and pumps, cyclones and valves. Our second question is how is FLSmidth going to make PC&V and particularly products more profitable in 2026? What are you going to do to achieve that? Question number three, there are other sub-questions in that. I'm sorry about that. What is the reason for the big decline of the value of ongoing works?
Both on the asset side and liability side, you could get the impression that the level of of activity is going down when you look at the financial statements. Metal prices in the world market must have a big significance for the demand for FLS's products. I think these metal prices, I mean, they're attractive at the moment. The question is: What would a calmer world economy mean to the demand in the longer run? Final question: What is the reason for the increase in debt from DKK 1,508 million- DKK 2,208 million, and where do we find the proceeds from the sale of the cement division? Thank you for your attention.
Thank you, Bent. Always qualified questions and a good ability to cover many questions in one question. I'm going to give a reply to them individually. The first question is: How does FLS's board and management think that the organic growth will be executed? The organic growth will be driven primarily from a combination of increased activities in the services and aftermarket businesses and a gradual improvement in products.
In services and PC&V, we still see good opportunities to increase penetration with existing customers by expanding service agreements and by offering a broader range of solutions relating to optimization of the existing plants that we service. In products, growth will depend more on normalization of investment activities in the mining industry as a whole. We expect to give our more specific growth initiatives and financial ambitions on our Capital Markets Day, which we plan for the last half of September. The second half there, are you planning to acquire other companies, will it be within the known division services, products, and PC&V? Yes. Acquisitions will be made within existing divisions. We have no ambitions to move outside our current footprint.
We will focus on acquisitions that can strengthen our existing functions, increasing our capacities, our services, our aftermarket services, or increasing our scale and efficiencies in areas where we are already present. Question two: What is FLS planning to do to make PC&V, and particularly the products division, more profitable in 2026? Let me start by saying that we are pleased with the current profitability in the PC&V business. It's actually the most profitable business that we have. Our focus here is primarily on maintaining current margins at the same time as investing in additional growth, because we do see long-term potential for growth in PC&V. In products, we agree that the current profitability is not satisfactory. Improvement will focus on a number of specific areas. Historically, the cost base has simply been too high, particularly in engineering work and IT costs. They have al...
These have already been reduced, and we are working on a targeted fashion to reduce product costs through strengthening purchasing initiatives and better scaling of initiatives. We also expect these measures to gradually improve earnings in the products division. Products structurally will have a lower margin than services and PC&V. This is, you know, because it's a product and equipment supplier, right? It allows subsequent service activities, right? This is the same thing in many industries where the service business is the most profitable part. The first half of question three: What is the reason for the big decline in the value of ongoing works? Metal prices in the world market must have a great significance for the demand for FLS's products, and I think they're attractive at the moment. That was your question. The answer, yeah.
The decline in value of ongoing works, this is because of the lower order intake in the products business. Ongoing works, that's just the execution of orders we have previously concluded. There will be a gradually reduced product portfolio, so there will be less work in progress as we go forward. It is true that higher raw material prices support higher investments. In the current cycle, it's been mainly a matter of investing in existing mines rather than new products, projects. Activities have been mainly in services and PC&V, while the demand for bigger products, projects, that demand has still been subdued. We are convinced that there will be more momentum in the coming years. The second half of the question three was a calmer world economy. What's that going to mean for the demand?
It's quite clear that a more stable global situation overall will be positive. It will reduce uncertainty and support the desire of mining operators to invest, and this will obviously increase the demand for new equipment. Stable operations in mines also supports growth in services and PC&V. Minor or smaller geopolitical pressure. Well, we'll make growth more stable, but also less cyclical and less boom, less characterized by booms. Question four, what was the increase in debt from DKK 1.5 billion to about DKK 2.2 billion? This is clearly the share buyback program. That is, this is a debt that finances some of what we pay back to our shareholders. The last question is, where are the proceeds from the sale of the cement business? Well, the proceeds from the sale has not been indicated particularly.
In note 211 on page 149, you can see that the total net cash proceeds from the divestments of assets and activities is about DKK 146 million. This covers a number of different transactions, including the cement business. As we communicated when we divested the cement business, the expectation was that the proceeds from cement business would be limited. Thank you.
Thank you, Mads. The second speaker on my list is a representative of the staff association. It's traditionally an item on the agenda, but this is read out by me because they were unable to attend. Dear board and management, dear shareholders, and dear colleagues, this speech is read out on behalf of the Danish Staff Association, and hence the Danish employees. It is customary for a representative of the company's employees to be invited to make a speech at the AGM. Unfortunately, we are prevented from attending this year, so this speech is read out. The recent year has once again been characterized by deep structural changes in FLS, changes that were already underway have been accelerated. Divestments, reorganizations, and unfortunately also redundancies have become a more regular part of our everyday lives than we would wish.
At the same time, we have seen a marked relocation of functions from central staffs, which means that assignments that were previously compiled in clusters are now operated in parallel and more separate business units. This has changed both cooperation patterns and responsibilities and required a lot of adaptive ability on behalf of employees. In times where practically everything is in movement, continuity becomes more valuable than ever. Continuity in processes, in competencies, in management and board and employee representation. Change has been characteristic of FLS for several years, and 2025 was certainly no exception. A case in point is the employees' own representation here on the company board. There are three employees that are elected to the board, and two of these three have been replaced since last year's meeting.
That in itself is typical of the high level of mobility, but also the large responsibility that rests upon the shoulders of those who continue. Let's take a look at FLS over the last 10 years. Revenue has basically been unchanged, but the number of employees have fallen to almost half, and that tells us two stories in one go. An impressive rationalization and increasing efficiencies in the company, and a huge pressure on the remaining employees that now perform jobs that just 10 years ago were performed by double the number of employees. It's important to emphasize that this development is not exclusively attributable to the divestment of cement. Recent years' decline in the number of employees in Europe have also had a very specific consequence. We no longer have a group forum.
Our version of the European Works Council, where employees in European multinational businesses are generally informed and heard in case of transboundary matters. This makes the importance of a local dialogue, transparency, and involvement even larger. The composition of our employees today is more global and diverse than ever before. Just a handful of nationalities account for 5%-10% of the total number of staff. No nationality represents more than 10%. The remaining 80% are distributed upon 50 nationalities. This is a strength, but also a challenge to cohesion. When both our organization, locations, and functions are fragmented, we need to take extra good care of the joint identity. Our clear call to the management is give sense of priority to sense of belonging.
Make sure that employees, no matter where they come from, their function and their business unit, feel that they belong in the FLS that is characteristic of the future. The new headquarters in CPH Pulse now provide a framework for the remaining 120 employees in Denmark. It's modern, it's well-functioning, and it makes us hope that it can become a venue for a new beginning after a period with a lot of replacement or at all levels. We hope that this house will become a place for stability and sense of community. We will also say, bring greetings to our former colleagues in ERNO and Fuller Technologies. Congratulations with your new independent businesses. We wish you all the best. Mads Nipper.
Thank you, Louise. There are no representatives of the staff association present, but I still wish to make some comments to their presentation because I think it's a very good illustration of the dialogue and the honesty of the dialogue between employees and management. There is a great deal of concern. It's obvious that it has been tough three years for the employees, but we believe that the restructurings were necessary. They were difficult, and a lot of change was required, but we felt that everyone knows that we now have an FLS which is in a much better place. It's also important, as I said in my presentation, that FLS is embarking upon a new era. We have talked to management, not least with Toni as the new CEO, that building a company culture for the future is important.
We want, once again, to become a company that is not characterized by a restructuring and reorganization, but that works for growth and for its employees, so that we can build a good and interesting company culture, which works at the global level where our customers are, but definitely also where our remaining Danish employees are, because we are a company based in Denmark. Thank you.
I'd like to hear if there are other comments or questions to items one-five on the agenda. Does not seem to be the case, so we can move on to the formal adoption of the individual items. Under item one, the board has suggested that the AGM should take note of the report. This has been duly adopted. This has been taken note of. Item two, the board has suggested that there is an auditor's report on pages 193- 195. It is an unqualified. You can read it if you want. I'm not going to read it out here, but this concerns the approval of the annual report. There's also a statement concerning the sustainability report. It's also part of the annual report.
You can find that on pages 196-197. Are there questions or queries concerning that? If not, I consider the annual report to have been duly adopted. Thank you. Under item 3A, the Board has suggested that the remuneration for the Board be finally approved. It was pre-approved last year at the AGM, and as stated by the chair of the Board, the basis fee is DKK 775 thousand, twice that to the deputy, and three times to the chairman. In addition, for participating in committees, DKK 125,000 , and DKK 250,000 for the person in charge, and DKK 300,000 extra for the audit risk and ESG committees. DKK 7.3 million was the total amount for the Board of Directors. Are there any questions or queries?
If not, I consider that to have been duly approved. That brings us to item three B, which is the fee for 26. The board proposes that the fee should be the same as you have just approved for 25. The final fee will be submitted to the AGM next year for final approval. Any questions or queries? If not, this has been duly adopted. Thank you. Under item four on the agenda, the board is proposing a dividend of DKK 4 per share, DKK 231 million all in all. Are there any questions or queries? You cannot suggest a higher dividend, I have to add. No comments, so this has been duly adopted. Under item five, the board is proposing that the remuneration report for 25 should be approved by an advisory vote.
It's been prepared in accordance with the rules of the Companies Act. It has an overview of the fees for board management and what they have owing to them for the same period. It's been available on the company's website since the date of the convening notice. Are there questions or comments? If not, it has been duly approved. Duly approved. Brings us to item six on the agenda, election of members to the company's board of directors. The board members are elected for a period of one year at a time, can be reelected. I give the floor to Mads Nipper.
Thank you. In recent years, FLS has successfully carried out a comprehensive strategic transformation and operational change. As previously stated, we have divested the historic cement business. We are now a pure supplier of technologies and services to the global mining industry with a good operating culture. This has resulted in a strategic focused and much more profitable business. FLS is now, as previously stated, going into its next strategic phase where we will try to accelerate growth. We have recently announced that we have appointed Toni Laaksonen as new CEO with a clear mandate to accelerate developments and to further develop our portfolio offerings to customers. We are well underway already to look into the next strategic phase. We expect to introduce it later this year, more specifically in December. We have had a strategic transformation in recent years that required a lot of resources by the board.
In the future, we would have a different process on the board. We are a smaller, more focused company, and this should also be reflected by the composition and focus of the board. We therefore propose to reduce the number of AGM elected board members. We propose the re-election of the candidates up here, Anne Louise Eberhard, Anna Kristiina Hyvönen, Rune Wichmann, and Lars Engström. Whereas myself and two other board members do not seek re-election on the board. I would like to say thank you to my two colleagues on the board for their work on the board and wish them all the best in the future. They're both present here today. We propose that a new member be elected to the board of directors, Lene Skole. She has comprehensive managerial and board work experience from large, both listed and unlisted companies.
She has experience with working with different types of ownership, both private companies, state-owned businesses, and she has a financial and strategic background. She has been through turnarounds, and I also wish to point out that I know her very well, and I give her my full support. Thank you.
Thank you. For the sake of order, let me just say that a full description of the managerial positions and so on of the nominated members has been available as Appendix 2. Are there any questions? Appendix 2 to the convening notice. Are there any questions or queries? If not, this has been duly adopted. I conclude that Lene Skole has been elected as a new board member. Rune Wichmann, Anna Hyvönen, Lars Engström, and Anne Louise Eberhard have been re-elected. Congratulations. In addition, I can state that the board also consists of Henrik Jørgensen, Saleh Kamal, and Nour Amrani. They are employee-elected members. You can see the new board up here on the slide beside me. That brings us to item 7 on the agenda, and that's the election of company auditor.
The board has suggested that we elect Ernst & Young as the company's auditor, also both in regard to finances and sustainability. This proposal is in accordance with the recommendation from the audit committee, and the audit committee has not been influenced by any third parties and not been subject to any agreement with third parties that reduce the AGM's abilities to re-elect Ernst & Young. Duly re-elected. Ernst & Young have been re-elected. Congratulations to you also. That brings us to item eight on the agenda. There are five proposals from the board here. The first concerns eight-one. This is the approval of the updated remuneration policy. The update includes an extension of the possibility to grant share-based incentive pay to the management. The
It's an obligation for the CEO to acquire shares, 50% of the basic pay within three years, and the Board can have assistance with various other elements. This suggested remuneration policy has also been available on the company's website the same day as the convening notice as Appendix 3. No questions or queries. Duly approved. Brings us to 8.2. This is where the Board has proposed that the company should introduce an indemnification scheme for Board and registered management, like most other big companies have in the C25 index. The indemnification scheme should cover losses that people suffer as a result of their work for FLSmidth if this is not covered by other insurance. It is said that it should be part of the articles as item 16 and the remuneration policy as item four.
The full wording of this proposal has been available in the convening notice, also in Appendix 3. Appendix 3 of the convening notice. Any questions or queries? If not, this has been duly approved. This brings us to item 83 of the agenda. This is where the board is proposing that the board should be authorized to acquire treasury shares until next year's AGM of up to 10% of the company's share capital, but the company cannot hold more than 10%. This is the holding limit. The price for these shares may not deviate more than 10% from the price of the share at the stock exchange at the time. Any questions or queries? If not, this has been duly approved.
Now, 84, this is the reduction of the company's share capital from DKK 1,153 million to DKK 115.3 million by reducing the nominal value of each share. No shares will be canceled, but simply that you reduce the nominal value of the company's shares from 1 krona to 10 öre because the company's shares are traded in bundles of 20. After the capital reduction, the nominal value, it'll be 20 krona, right? This is just over DKK 1 billion. This amount will be transferred to a special reserve. This is gonna be an accounting readjustment. The capital reduction, if adopted, will be registered in the systems of the Danish Business Authority and will be completed after a 4-week notice period. Any comments or queries? Nope. Duly approved.
This brings us to item 85. This is an extension to the existing authorization in 4A to increase the company share capital. The board is proposing to extend that by one year until the 24th of March, 2031. It's 10% of the share capital the company holds after the completion of the capital increase. Any questions or queries? If not, this has been duly adopted. Duly adopted. Right. That brings us to the last item on the agenda. Any other business? You cannot make any decisions, but you can give a final comment if somebody wishes to have the floor. Not the case, I give the floor to Mads Nipper, the Chair of the Board, for a final comment.
Yeah. Thank you very much, Louise, and thank you for having acted as chair of the meeting. You've done well. To shareholders, thank you to those of you who turned up in person today and thank you to those of you who decided to join us by means of the digital solution. Looking ahead is done nowadays from a much stronger point of departure than just a few years ago. We have been through a considerable transformation. We have simplified our business. We have sharpened our strategic focus. We've created a more robust foundation for the future, and we are in an industry where the long-term driving forces remain strong. The need for metals and minerals will only grow going forward, and that makes a lot of demands to technologies and solutions that will make mining more efficient, more safe, and more sustainable.
Here we have a very important role to play. We build upon more than 140 years of history, and through generations, we have developed in step with the world around us. The strength we have is not only based in technology or in business, but in the human beings, the employees' knowhow and commitment in our relations to customers, and the trust that shareholders and partners have shown us through many years. That's a combination that makes us so special, and that's a combination that will take us forward in future. By way of conclusion, I'd like to wish the coming chair and the rest of the board and the companies and its employees good luck. FLS is a company with a strong history, a solid foundation.
Look well after the business and carry on the good values that have been so prominent and have helped shaped it for many years. This applies not least to the focus on accountability, long-term value creation, and respect for people who help operate the business every day. Looking well after FLS is actually about all this. Building on the basis created by generations and also having the courage to develop the business in step with the opportunities and challenges ahead. We are done here. Look. Go outside and enjoy the nice spring and enjoy yourselves tonight. The meeting is adjourned.