Pursuant to Article 8 of the Articles of Association, notice is hereby given that the Annual General Meeting of the Company will be held on Friday 23 April 2004 at 16.00 hours at Radisson SAS Falconer Center, Falkoner Allé 9, DK-2000 Frederiksberg, Copenhagen.
Agenda for business to be transacted at the Annual General Meeting:
1. Board and Management report on the activities of the Company.
2. Submission of the Annual Report with the auditors' endorsement, the Consolidated Annual Report and the Consolidated Financial Statement.
3. Adoption of the Annual Report 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 two auditors.
7. Authorization to acquire own shares
The Board of Directors proposes that it be authorized, until the next Annual General Meeting, to let the Company acquire own shares - A and/or B 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 shall deviate not more than 10 per cent from the official price quoted on the Copenhagen Stock Exchange at the time of acquisition.
8. Any proposals by the Board of Directors or shareholders:
A shareholder, Mr. Christian Kjær, has requested that the Board places the following proposal on the agenda for consideration by General Meeting and that the proposal be put to the vote.
a. "The Annual General Meeting of FLS Industries A/S resolve that the Board of FLS Industries A/S pursuant to section 58 of the Danish Public Companies Act must ensure that a copy of the agreement signed with the Chairman concerning the remuneration of the latter be submitted to Potagua A/S, and that the signed and dated copy must include the complete text, given the existence of such an agreement as noted in the half-yearly report for 2003. If this agreement is ascertained to be not a separate agreement, but a supplement to the original agreement entered into at the time of the Chairman assuming his duties as chairman of FLS Industries A/S, the obligation imposed by the Annual General Meeting mentioned above shall comprise the full agreement between the Chairman of FLS Industries A/S and the Board of Directors of FLS Industries A/S."
According to the Board, a copy of the existing agreement with the Chairman of the Company has already been submitted to Potagua A/S. The Board does not support this proposal.
9. Any other business
A shareholder Mr. Christian Kjær has asked the Board to place the following question on the agenda for consideration by the General Meeting without separate voting at the General Meeting:
a. "It is requested that the Board makes public the agreement entered into between the Chairman of FLS Industries A/S and the Board of Directors concerning the remuneration of the Chairman", as mentioned above in agenda item 8.a.
b. "It is requested that the Board indicates whether it intends to continue its procedures hitherto applied in relation to the consideration of matters affecting F.L. Smidth A/S in the Board of FLS Industries A/S, notwithstanding the strategy notified in message to the Copenhagen Stock Exchange No. 06-2004, dated January 29, 2004."
In respect of agenda item 9.a, the Board refers to page 77, note 3, of the Annual Report indicating the most important elements of the agreement.
As from Wednesday April 14, 2004, the Annual Report with the auditors' endorsement, the Consolidated Annual Report and the Consolidated Financial Statement for 2003 and the agenda of the General Meeting and the complete proposals for business to be transacted at the Meeting shall be available for inspection by shareholders at the Company's office at Vigerslev Allé 77, DK-2500 Valby Copenhagen.
Admission cards to the Annual General Meeting may be obtained from Den Danske Bank, by telephone 4339 2885 or by fax 4339 4669, or by contacting FLS Industries A/S, Vigerslev Allé 77, DK-2500 Valby either in person or in writing. Admission cards may be obtained from Tuesday 6 April to Monday 19 April 2004 (inclusive) between 9.00 and 16.00 hours.
Admission cards are issued to shareholders entered in the Company's register of members. Shareholders not entered in the register of members may obtain admission cards against proof of identity in the form of a not more than five days old statement of account from the Danish Securities Centre or the account-holding bank (deposit bank).
Pursuant to Article 11 (b) and (c) of the Articles of Association, if a share has been acquired by transfer the holder's right to vote is subject to the requirement that the said shareholder prior to the calling of the General Meeting has either been entered in the Company's register of members or has notified the Company of such share transfer and produced evidence thereof.
FLS Industries A/S
The Board of Directors