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Summary of FLSmidth & Co. A/S Annual General Meeting

07.04.2006
Message to the Copenhagen Stock Exchange no. 12 - 2006

On Friday 7 April 2006 at 16.00 hours, FLSmidth & Co. A/S held its Annual General Meeting at Radisson SAS Falconer Center, Copenhagen, Denmark.
On Friday 7 April 2006 at 16.00 hours, FLSmidth & Co. A/S held its Annual General Meeting at Radisson SAS Falconer Center, Frederiksberg with the following agenda:
 
  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 distribution 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 or by shareholders:
7.a.    Proposal by the Board of Directors to authorise the Board to buy own shares
 
7.b.    Proposal by the Board of Directors to delete the secondary name "Aalborg Portland Holding A/S"
 
7.c.    Proposal by the Board of Directors to abolish the option of electing two Deputy Chairmen of the Board
 
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
 
7.e.    Proposal by the Board of Directors to authorise the chairman of the General Meeting to file the resolutions adopted at the General Meeting with the Danish Commerce and Companies Agency
 
The Board and Management report has been sent to the Copenhagen Stock Exchange today Friday 7 April at 16.00 hours (Stock Exchange announcement No. 11-2006 available at the FLSmidth website, www.flsmidth.com under News/Announcements).
 
Re 1 - 4: Items 1 to 4 on the agenda were dealt with as one item. The General Meeting adopted the report, approved the annual accounts and exempted the Management and Board of Directors from liability. The Board's recommendation to distribute DKK 7 dividend per share was approved.
 
Re 5: Pursuant to the Articles of Association, the members of the Board elected at the General Meeting shall retire at each Annual General Meeting. All members of the Board of Directors elected at the General Meeting - Mr Jørgen Worning, Mr Torkil Bentzen, Mr Jesper Ovesen, Mr Johannes Poulsen, Mr Jens S. Stephensen and Mr Søren Vinther - stood for reelection and were reelected.
 
Re 6: The General Meeting approved the proposal by the Board of Directors to reappoint Deloitte Statsautoriseret Revisionsaktieselskab as auditors.
 
Re 7.a: The General Meeting adopted the proposal by the Board of Directors to grant the Company authorisation until the next Annual General Meeting to 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 must not deviate more than 10 per cent from the official price quoted on the Copenhagen Stock Exchange at the time of acquisition.
 
Re 7.b.: The General Meeting adopted the proposal by the Board of Directors to delete the secondary name "Aalborg Portland Holding A/S"
 
Re 7.c.: The General Meeting adopted the proposal by the Board of Directors to abolish the option of electing two Deputy Chairmen of the Board.
 
Re 7.d.:  The General Meeting adopted the following proposals by the Board of Directors in respect of the share exchange offer submitted by the Company on 16 March 2006 to the shareholders in Potagua FLS A/S:
 
(i) Authorisation to increase the share capital:
The General Meeting authorised the Board of Directors, after the merger of the Company's A and B share classes, 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.
 
(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 General Meeting adopted the proposal by the Board of Directors 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. 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. If the Exchange Offer is implemented within this time limit, the merger of the A and B share classes will become effective from the time of completion, one of the implications being that the discontinuation of the primary and secondary dividend preference of the B and A shares, respectively, will become effective as from the 2006 financial year.
 
(iii) Amendment of Articles 12 (b), 12 (c) and 12 (d) in the Articles of Association:
The General Meeting adopted the proposal by the Board of Directors to abolish the requirement in Article 12 (b) of the Articles of Association that for the adoption of a resolution to amend the Articles of Association or to wind up the Company shareholders representing not less than half of the total number of votes in the Company must be present at the General Meeting. The wording of Article 12 (b) of the Articles of Association will then be as follows:
"The adoption of a resolution for amending these Articles of Association or for winding 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."
As a consequence, Articles 12 (c) and 12 (d) are deleted, as these provisions govern a situation in which the mentioned quorum requirement is not fulfilled.
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. The 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 General Meeting adopted the proposal by the Board of Directors 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 agreement runs until the Annual General Meeting in 2007, and the General Meeting approved in advance the outstanding agreed additional payments for 2006 (DKK 2m) and the proportionate sum for 2007 until the Annual General Meeting in 2007 (approximately DKK 0.5m). The approval is 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 not later than on 31 December 2006.
 
7.e. The General Meeting adopted the proposal by the Board of Directors to authorise the chairman of the General Meeting to file the resolutions adopted with the Danish Commerce and Companies Agency and to make such amendments in 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.

The chairman of the General Meeting, Mr Klaus Søgaard, closed the Annual General Meeting at 18.00 hours. 695 shareholders, representing 76.65 % of the votes, attended the Annual General Meeting.
 
At the subsequent initial Board meeting, the Board elected Mr Jørgen Worning as Chairman and Mr Jens S. Stephensen as Vice Chairman.
Besides, the Board was joined by the new employee-elected Group representatives - Project coordinator Jens Palle Andersen, Department manager Bo Steffensen and Field Service Manager Frank Lund.  
 
Yours faithfully
FLSmidth & Co.A/S
Corporate Public Relations