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Brief summary of FLS Industries A/S Annual General Meeting

23.04.2004
At 16.00 hours on Friday 23 April 2004, FLS Industries held its Annual General Meeting at Radisson SAS Falconer Center, Frederiksberg, Copenhagen with the following agenda:

1. Management and Board of Directors report on the activities of the Company.
2. Submission of the Annual Report.
3. Adoption of the annual accounts and discharge of the Board and Management from their obligations.
4. Board recommendations for the distribution of profits.
5. Election of members to the Board of Directors.
6. Appointment of one or two auditors.
7. Authorisation to acquire own shares
8. Any proposals by the Board of Directors or shareholders
9. Any other business

The report by the Board and Management was sent to the Copenhagen Stock Exchange today Friday 23 April at 16.04 hours (Stock Exchange Announcement No. 13 - 2004, available at the FLS Industries website, www.flsindustries.com under Press room/News).

Re 1 - 4: Items 1 to 4 on the agenda were dealt with as one item. The Company in General Meeting adopted the Annual Report and the accounts and discharged the Board and Management from their obligations. The Board's proposal not to distribute dividend, in view of the loss for the year, was approved.

Re 5: Pursuant to the Articles of Association, the members of the Board elected at the General Meeting shall retire at each Annual General Meeting. All of these members (Messrs Torkil Bentzen, Tom Knutzen, Johannes Poulsen, Johan Schrøder, Jens S. Stephensen and Jørgen Worning) stood for reelection. In addition Mr Christian Kjær was proposed for election to the Board of Directors. In the subsequent ballot the present members of the Board of Directors were reelected.

Re 6: The Company in General Meeting approved the Board's proposal to reappoint KPMG C. Jespersen and Deloitte, Statsautoriseret Revisionsaktieselskab as auditors.

Re 7: The Company in General Meeting approved the Board's proposal to grant the Company authorisation until the next Annual General Meeting to acquire own shares, A and/or B shares, up to a total nominal value of 10 per cent of the Company's share capital.

Re 8: A shareholder had proposed that the FLS Industries Board of Directors be directed to submit to Potagua A/S a copy of the full, signed and dated agreement with the Chairman concerning the remuneration of the latter.
The Board stated that a copy of the existing agreement with the Company's Board Chairman had already been submitted to Potagua A/S.
The shareholder requested that a poll be taken. The proposal was not adopted.

Re 9: The following issues were discussed, but no vote could be taken:

A shareholder requested that the agreement entered into between the Chairman of the FLS Industries Board of Directors and the Board of Directors concerning the remuneration of the Chairman be made public. The Board of Directors referred to Page 77, note 3 in the Annual Report which indicates the most important elements of the agreement.

A shareholder requested to be informed whether the Board of Directors will continue the procedure of considering matters affecting F.L.Smidth A/S in the Board of FLS Industries A/S. The Board confirmed that this will be the case.

The Chairman of the Meeting, Mr Klaus Søgaard, closed the Annual General Meeting at 19.51 hours. 721 shareholders, representing 81,64% 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.


FLS Industries A/S
Corporate Public Relations