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FLSmidth Company Announcements

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

17.04.2008
Company Announcement to the Danish Financial Supervisory Authority No. 19-2008, 17 April 2008

On Thursday 17 April 2008 at 16.00 hours, FLSmidth & Co. A/S held its Annual Gen-eral 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 let the Company buy own shares
7.b.   Proposal by the Board of Directors that overall guidelines for incentive pay be approved
7.c.   Proposal by the Board of Directors for amendment of the Articles of Association including a proposal to change the denomination of the shares from DKK 20 to DKK 1 or multiples thereof. As a consequence it is proposed to amend Article 11 (b) 1st sentence regarding the right to vote so that a DKK 1 share entitles the holder to one vote.
7.d.   Authorisation of the chairman of the meeting
7.e.   A shareholder, Mr Poul Boeg, has submitted a proposal which, inter alia, entails that each Board member's holding of shares shall be disclosed in future annual reports. This has taken place for 2007. The other parts of the proposal were not adopted.
 
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 Article 14 (b) of the Articles of Association, the Board members elected by the Company in General Meeting shall retire at each Annual General Meeting. The following members of the Board of Directors elected at the General Meeting - Mr Jørgen Worning, Mr Torkil Bentzen, Mr Jesper Ovesen, Mr Jens S. Stephensen and Mr Søren Vinther - stood for reelection and were reelected.
Besides, the General Meeting elected Martin Ivert as new member of the Board of Directors instead of Johannes Poulsen who did not stand for reelection.

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 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 for overall guidelines for incentive pay to the Management of FLSmidth & Co. A/S. Accordingly, Article 14 of the Company's Articles of Association will be amended as follows:
The Company has adopted guidelines for incentive pay to the Management pursuant to section 69b of the Danish Companies Act. The guidelines have been approved by the Annual General Meeting and are accessible on the Company website." 
Re 7.c: The General Meeting adopted the proposal by the Board of Directors to amend and modernise the Company's Articles of Association, including the proposal that the Company's shares will in future have the denomination DKK 1 or multiples hereof and that each DKK 1 share will entitle the holder to one vote.
Re 7.d: The General Meeting adopted the proposal by the Board of Directors to authorise the chairman of the meeting to report the resolutions adopted by the General Meeting to the Danish Commerce and Companies Agency.
7.e. The General Meeting did not adopt the proposal by a shareholder, Mr Poul Boeg.
 
The chairman of the General Meeting, Mr Klaus Søgaard, closed the Annual General Meeting at 17.24 hours. 447 shareholders, representing 30.91% of the votes, attended the Annual General Meeting.

At the subsequent initial Board meeting, the Board of Directors elected Mr Jørgen Worning as Chairman and Mr Jens S. Stephensen as Vice Chairman.
 
FLSmidth & Co. A/S