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Announcements

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FLSmidth Company Announcements

NOTICE of the Annual General Meeting of FLSmidth & Co. A/S

24.03.2006
Message to the Copenhagen Stock Exchange, No. 09 - 2006, 24 March 2006

Pursuant to Article 8 of the Articles of Association, you are hereby invited to the Annual General Meeting of the Company which will be held on Friday 7 April 2006 at 16.00 hours at Radisson SAS Falconer Center, Falkoner Allé 9, DK-2000 Frederiksberg.
The Agenda of the Annual General Meeting is as follows:
 
1. Board and Management report on the activities of the  Company
2. Submission of the Annual Report
3. Approval of the Annual Report and decision on exemption of the Management and Board of Directors from liability
4. Board recommendations for the allocation of profits
5. Election of members to the Board of Directors
6. Appointment of one or two state-authorised public accountants as auditors
7. Other business proposed by the Board of Directors or by shareholders
 
7.a. Proposal by the Board of Directors to authorise the Board to buy own shares
 
The Board of Directors proposes that it be authorised, until the next Annual General Meeting, to let the Company acquire own shares up to a total nominal value of 10 per cent of the Company's share capital pursuant to Section 48 of the Danish Public Companies Act. The consideration for the shares acquired shall not deviate with more than 10 per cent from the official price quoted on the Copenhagen Stock Exchange at the time of acquisition.
 
 
7.b. Proposal by the Board of Directors to delete the secondary name "Aalborg Portland Holding A/S"
 
The Board of Directors proposes that the Company's secondary name Aalborg Portland Holding A/S be deleted as a consequence of the Company's disposal of Aalborg Portland A/S and that Article 1 in the Articles of Association be amended accordingly.
 
 
7.c. Proposal by the Board of Directors to abolish the option of electing two Deputy Chairmen of the Board
 
The Board of Directors proposes that the option of electing two Deputy Chairmen of the Board, as provided for in Article 14 (c) in the Articles of Association, be deleted.
 
 
7.d. Proposal by the Board of Directors in respect of the Company's share exchange offer to the shareholders in Potagua FLS A/S
 
Referring to the recommended share exchange offer which was submitted by the Company on 16 March 2006 to the shareholders in Potagua FLS A/S (the "Exchange Offer"), the Board of Directors proposes as follows:
 
 
(i) Authorisation to increase the share capital
 
The Board of Directors proposes that the General Meeting authorises the Board of Directors, after the merger of the Company's A and B share classes and in the period until 30 June 2007, to increase the share capital by up to a nominal amount of DKK 484,033,380, corresponding to 24,201,669 shares of a nominal value of DKK 20 per share. The new shares shall only be issued as consideration for A or B shares in Potagua FLS A/S. The new shares in the Company may thus be paid up in other assets than cash and are issued without pre-emption rights for existing shareholders. The authorisation shall be inserted as a new Article 4 (h) in the Company's Articles of Association.
 
 
(ii) Merger of the Company's A and B share classes and consequential amendments of Articles 4 (a), 4 (c), 4 (d), 4 (f), 4 (g), 5, 11 (b), 11 (c), 11 (d), 19 (c) and 20 in the Articles of Association
 
The Board of Directors proposes that the division of the Company's share capital into A shares and B shares be abolished so that the A and B share classes are merged in the ratio 1 A share to 1 B share. After the merger no special rights shall be attached to any of the Company's shares and as a consequence the Articles 4 (a), 4 (c), 4 (d), 4 (f), 4 (g), 5, 11 (b), 11 (c), 11 (d), 19 (c) and 20 in the Articles of Association shall be amended or abolished. The merger of the A and B share classes and the consequent amendments of the Articles of Association shall be conditional upon and shall not come into effect until the time when the Company's Board of Directors has ascertained that all conditions relating to the Exchange Offer have been fulfilled or waived and that the Exchange Offer is therefore completed. The resolution to merge the A and B share classes and the consequent amendments of the Articles of Association shall lapse, if the Exchange Offer is not completed on or before 31 December 2006.
 
 
(iii) Amendment of Articles 12 (b), 12 (c) and 12 (d) in the Articles of Association
 
The Board of Directors proposes to abolish the requirement in Article 12 (b) of the Articles of Association that for the adoption of a resolution for amending the Articles of Association or for the winding up of the Company shareholders representing not less than half of the total number of votes in the Company must be present at the General Meeting. As a consequence Articles 12 (c) and 12 (d) shall be deleted. The adoption of the amendments to Articles 12 (b), 12 (c) and 12 (d) in the Articles of Association shall be conditional upon and shall not come into effect until the time when the Company's Board of Directors has ascertained that all conditions relating to the Exchange Offer have been fulfilled or waived and that the Exchange Offer is therefore completed. A resolution to adopt the amendments to Articles 12 (b), 12 (c) and 12 (d) in the Articles of Association shall lapse, if the Exchange Offer is not completed on or before 31 December 2006.
 
 
(iv) Remuneration of the Chairman of the Board of Directors
 
The Board of Directors proposes that the General Meeting approves that the existing agreement on remuneration of the Board Chairman, Mr Jørgen Worning, in addition to the usual Chairman's fee shall continue unchanged until the Annual General Meeting in 2007. The approval shall be conditional upon and shall not come into effect until the time when the Company's Board of Directors has ascertained that all conditions relating to the Exchange Offer have been fulfilled or waived and that the Exchange Offer is therefore completed, which, however, shall take place no later than on 30 June 2006.
 
 
7.e. Authorisation of the chairman of the General Meeting
 
The Board of Directors proposes that the General Meeting authorises the chairman of the General Meeting to file the resolutions with the Danish Commerce and Companies Agency and to make such amendments to the documents filed with the Danish Commerce and Companies Agency, which the Agency finds necessary or appropriate in connection with the registration of the resolutions adopted at the General Meeting.
                                          
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For the adoption of the proposals submitted under items 1-6, 7.a, 7.d (iv) and 7.e on the agenda, a simple majority of votes is required. Pursuant to Article 12 (b) in the Articles of Association, the adoption of the resolutions proposed under items 7.b, 7.c and 7.d (i) - (iii) requires that shareholders representing not less than half of the total number of votes in the Company are present at the General Meeting and 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. In addition, the adoption of item 7.d (ii) on the agenda requires that the resolution is adopted by a majority consisting of two thirds of both the A shareholders and the B shareholders represented at the General Meeting, cf. Section 79, subsection 3 of the Danish Public Companies Act.
 
The Annual Report, the agenda of the General Meeting and the complete proposals as well as the Company's present and new Articles of Association as they will be amended if the resolutions mentioned in the agenda, items 7.b, 7.c and 7.d are adopted and come into force, are made available for inspection by shareholders at the Company's office at Vigerslev Allé 77, DK-2500 Valby.
 
Admission cards to the Annual General Meeting can be obtained from Den Danske Bank, by telephone (+45) 4339 2885, by fax (+45) 4339 4669, or via the Danske Bank website: http://www.danskebank.dk/GFFLS, or by contacting FLSmidth & Co. A/S, Vigerslev Allé 77, DK-2500 Valby either in person or in writing. Admission cards can be obtained from Saturday 25 March to Monday 3 April 2006 (inclusive) between 9.00 and 16.00 hours.
 
Admission cards are issued to shareholders entered in the Company's share register. Shareholders not entered in the share register may obtain admission cards on producing evidence of the shareholding in the form of a not more than five days old account statement from the VP Securities Services or the account-holding bank (deposit bank).
 
Pursuant to Articles 11 (b) and 11 (c) of the Articles of Association, 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 convening 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.
 
Valby, March 2006
FLSmidth & Co. A/S
 
The Board of Directors