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FLSmidth Company Announcements

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

Company Announcement to the Danish Financial Supervisory Authority No. 5-2009, 17 April 2009

On Friday 17 April 2009 at 16.00 hours, FLSmidth & Co. A/S held its Annual General Meeting at Radisson SAS Falconer Hotel & Conference Center, Frederiksberg with the following agenda:
1.               Management's review
2.               Submission and approval of the Annual Report
3.               Distribution of profits in accordance with the approved Annual
4.               Election of members to the Board of Directors
5.               Appointment of auditor
6.               Other business proposed by the Board or by shareholders:
                   -Proposal 6.a.  Authorisation to acquire treasury shares
                   -Proposal 6.b.  Authorisation to distribution of extraordinary dividend
7.               Any other business         
Re 1 - 3: Items 1 to 3 on the agenda were dealt with as one item. The General Meeting adopted the review, approved the annual report and exempted the Management and Board of Directors from liability. The profit for the year amounting to DKK 1,515m is carried forward to next year.
Re 4: Pursuant to Article 14 (b) of the Articles of Association, the Board members elected by the Company in General Meeting are up for election each year. 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 Martin Ivert - were reelected.
Besides, the General Meeting elected Mr Vagn Ove Sørensen as new member of the Board of Directors instead of Mr Søren Vinther who did not stand for reelection.

Re 5: The General Meeting approved the proposal by the Board of Directors to reappoint Deloitte Statsautoriseret Revisionsaktieselskab as auditors.

Re 6.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 OMX Nordic Exchange Copenhagen A/S at the time of acquisition.
Re 6.b. The General Meeting adopted the proposal of the Board of Directors that the Board be authorised to decide on the distribution of extraordinary dividend. As a result of the proposal being adopted, this decision will be included in the Articles of Association as a new paragraph 5 of Article 4 with the following wording: "The Board of Directors is authorised to make one or more decisions on the distribution of extraordinary dividend pursuant to the provisions of Sections 109a and 110 of the Danish Public Companies Act." 
The chairman of the General Meeting, Mr Klaus Søgaard, closed the Annual General Meeting at 17.45 hours. Shareholders, representing 24.21% 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.                                         
Yours faithfully,
FLSmidth & Co. A/S
Corporate Communication & Investor Relations