Summary of FLSmidth Co. A/S Extraordinary General Meeting

Summary of FLSmidth  Co. A/S Extraordinary General Meeting
Published: 15 September 2006

On Wednesday 13 September 2006 at 15.00 hours, FLSmidth  Co. A/S held an Extraordinary General Meeting at the Company’s address with the following items on the agenda:


- Proposal by the Board of Directors to reduce the Company’s share capital by DKK 477,060,960 nominal value from DKK 1,541,060,960 nominal value to DKK 1,064,000,000 nominal value by cancellation of 23,853,048 own shares at a nominal value of DKK 20 each.

 

- As a consequence of the merger with Potagua FLS A/S being finally effected, the Board of Directors moves that the authorisation to increase the capital pursuant to Article 4(h) of the Articles of Association be deleted, since due to the completion of the merger this authorisation is no longer relevant. 

 

- Proposal by the Board of Directors to authorise the chairman of the General Meeting to file the resolutions adopted with the Danish Commerce and Companies Agency and to make such amendments in the documents filed with the Danish Commerce and Companies Agency, which the Agency finds necessary or appropriate in connection with the registration of the resolutions adopted at the General Meeting.

 

The Chairman of the General Meeting, Mr Klaus Søgaard, outlined the rules for adoption of the resolutions moved and stated that the General Meeting formed a quorum. To adopt the resolution moved under item 1 on the agenda, pursuant to Article 12(b) of the Articles of Association it was required that the resolution should be adopted by at least two-thirds of the votes cast and of the voting share capital represented at the Meeting. To adopt the resolution moved under item 2 on the agenda, a simple majority was required.

 

The resolutions moved by the Board were adopted by the General Meeting.