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FLSmidth Company Announcements

Additional exchange of shares through acquisition in the market

22.05.2006
Message to the Copenhagen Stock Exchange no. 19 - 2006

In connection with the completion by FLSmidth & Co. A/S ("FLSmidth & Co.") of the voluntary share exchange offer submitted on 16 March 2006 (the "Exchange Offer") to the shareholders in Potagua FLS A/S ("Potagua FLS"), FLSmidth & Co. announced in Stock Exchange announcement 15-2006 that it had acquired 6,187,500 A shares and 13,198,355 B shares in Potagua corresponding to 97.1% of the total share capital and 99.2% of the voting rights in Potagua FLS.
FLSmidth & Co. wishes to continue to exchange B shares in Potagua FLS for shares in FLSmidth & Co. through acquisition in the market. Each DKK 20 nominal value Potagua FLS B share is exchanged for 1.2122 existing FLSmidth & Co. shares plus the differential amount in cash where the number of FLSmidth & Co. shares received is not divisible by 1, corresponding to the exchange ratio that applied to shareholders who accepted the Exchange Offer. The clearance from the Central Tax Administration of tax-exempt exchange of shares, which was obtained for the purpose of the Exchange Offer, shall also be applicable in this context.
 
Exchange of shares via acquisition in the market shall at least take place until the time when a final decision is taken to wind up Potagua FLS by compulsory redemption, taxable merger, liquidation or other means. Further details are expected to be announced by early June 2006 at the latest.
 
Shareholders who wish to exchange their Potagua FLS shares for shares in FLSmidth & Co. are kindly requested to contact their custodian bank. Custodian banks should contact Danske Bank Corporate Actions with a view to effect settlement. Settlement shall take place on a continuous basis and on the same terms and conditions as described in the Exchange Offer and in the Stock Exchange announcement 13-2006.
 
 
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Please direct any questions regarding this announcement to Board Chairman Jørgen Worning, telephone +45 36 18 18 00.
 
 
Yours faithfully
Torben Seemann Hansen
Corporate Public Relations