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FLSmidth & Co. is a project and service focused engineering business with a unique global market position and strong potential for growth.

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Announcements

Here you can read company announcements and press releases from FLSmidth.

FLSmidth Company Announcements

Extraordinary general meeting of FLSmidth & Co. A/S

01.09.2006
Message to the Copenhagen Stock Exchange no. 29 -2006, 1 September
2006

Pursuant to section 8 of the Company's Articles of Association, you
are hereby invited to an extraordinary general meeting which will be
held on 13 September 2006 at 15.00 at the Company's address,
Vigerslev Allé 77, DK-2500 Valby.
The Agenda of the General Meeting is the following:
 
1. Proposal by the Board of Directors to reduce the share capital of the Company etc.
 
The Board of Directors has proposed to reduce the Company's share capital with a nominal amount of DKK 477,060,960 from nominally DKK 1,541,060,960 to nominally DKK 1,064,000,000 by cancellation of 23,853,048 own shares of a nominal value of DKK 20 per share. The capital reduction will be effected subject to the provisions of Chapter 7 the Danish Companies Act and will be considered paid to the shareholders, cf. Section 44a (1) item 2 of the Danish Companies Act. It is proposed that after expiry of the statutory notice period the General Meeting authorises the Board of Directors to implement and register the reduction of the capital increase, so that section 4 (a) of the Articles of Association will have the following wording:
 
        "The share capital of the Company is DKK 1,064,000,000."
 
As a consequence of the final completion of the merger with Potagua FLS A/S the Board of Directors have similarly proposed that the authorisation for a capital increase pursuant to section 4(h) of the Articles of Association be cancelled, as the authorisation is no longer relevant as a result of the completion of the merger.
 
2. Proposal by the Board of Directors for authorisation to the Chairman.
 
The Board of Directors has proposed that the General Meeting authorises the Chairman to file the resolution for registration with the Danish Commerce and Companies Agency and to undertake such changes in the documents filed with the Commerce and Companies Agency which the Agency might request or find appropriate in connection with registration of the resolutions passed at the General Meeting.
 
 
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Pursuant to section 12 (b) of the Articles of Association the adoption of the proposal in item 1 of the Agenda 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. The adoption of the proposal in item 2 of the Agenda requires a simple majority of votes.
 
The annual report for 2005, the report by the Board of Directors on events of significant importance to the Company's situation which have occurred after the presentation of the annual report, the declaration by the auditor of the Company with respect to the report by the Board of Directors, the Agenda of the General Meeting and the complete proposals will be available for review by the shareholders as from 4 September 2006 at the office of the Company, Vigerslev Allé 77, 2500 Valby, together with the present Articles of Association of the Company and the new Articles of the Company as they will be worded if the proposal under item 1 of the Agenda is adopted and enters into force.
 
Admission cards for the General Meeting can be obtained from the Danish VP Securities Services, phone no. 43 58 88 66 or fax 43 55 88 67, or alternatively at the website: www.danskebank.dk/gffls or by personal or written request to FLSmidth & Co. A/S, Vigerslev Allé 77, 2500 Valby. Admission cards will be available in the period from 2 September until and including 11 September 2006 between 9.00 and 16.00.
 
Admission cards will be issued to shareholders who according to the Company's share register have been entered as shareholders. Shareholders who are not entered in the share register may obtain admission cards subject to presenting proper documentation of the shareholding in the form of an account statement not more than five days old from the VP Securities Service or his account-holding bank (with whom the shares are deposited).
 
It is a requirement for exercising voting right on shares acquired by transfer that the shareholder has been entered in the Company's share register or has notified and produced evidence of his acquisition prior to the notice to convene the General Meeting, cf. section 11 (b) of the Articles of Association.
 
 
FLSmidth & Co. A/S
The Board of Directors