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FLSmidth Company Announcements

Merger between FLSmidth & Co. A/S and Potagua FLS A/S

28.06.2006
Message to the Copenhagen Stock Exchange no. 23 - 2006

On 28 June 2006 the Boards of Directors of FLSmidth & Co. and Potagua
FLS decided to carry out a taxable merger of the two companies with
FLSmidth & Co. being the continuing company and Potagua FLS the
discontinuing company.
As stated in Stock Exchange Announcement No. 19-2006 the ongoing exchange of shares in Potagua FLS A/S ("Potagua FLS") for shares in FLSmidth & Co. A/S ("FLSmidth & Co.") via acquisitions in the market will proceed at least until the time at which a final decision is taken to wind up Potagua FLS by compulsory redemption, taxable merger, liquidation or other means.
 
On 28 June 2006 the Boards of Directors of FLSmidth & Co. and Potagua FLS decided to carry out a taxable merger of the two companies with FLSmidth & Co. being the continuing company and Potagua FLS the discontinuing company. In connection with the merger the remaining shareholders in Potagua FLS will receive payment for their shares in Potagua FLS in the form of new FLSmidth & Co. shares based on the exchange ratio of 1:1.2122.
 
The Boards of Directors consider a merger between FLSmidth & Co. and Potagua FLS a natural continuation of the share exchange offer. The purpose of the merger is thus to finally end the present cross ownership between FLSmidth & Co. and Potagua FLS.
 
As from today, FLSmidth & Co. will no longer exchange shares in Potagua FLS for shares in FLSmidth & Co. through acquisitions in the market.
 
In a letter dated 8 May 2006, the Danish Central Tax Administration has confirmed that the clearance of tax exempt share exchange given on 9 March 2006 for the purpose of the public share exchange offer submitted on 16 March 2006 shall apply to all exchange of shares that takes place until the end of 2006. Thus the clearance of tax share exchange also applies to exchange of shares taking place as part of the taxable merger. The shareholders in Potagua FLS A/S may choose to carry out the exchange of shares as a taxable transaction.
 
 
This announcement does not represent an offer to sell or a solicitation to buy securities nor a solicitation to offer to buy securities. This announcement does not apply in the USA, Canada, Australia and Japan or in any other jurisdiction where such an announcement cannot be lawfully received.
 
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