Merger between FLSmidth and Potagua FLS

Merger between FLSmidth and Potagua FLS
Published: 02 August 2006

On 1 August, the Boards of Directors of FLSmidth & Co and Potagua FLS A/S ("Potagua FLS") have made a final decision to carry out a taxable merger between the two companies, FLSmidth & Co. being the continuing company and Potagua FLS the discontinuing companies as described in Stock Exchange announcement
No. 23-2006.

On completion of the merger, the shareholders of Potagua FLS will receive new shares in FLSmidth & Co. at the exchange ratio of 1:1.2122 (the "Exchange Ratio"). Accordingly, the shareholders of Potagua FLS will receive the equivalent of 1.2122 shares in FLSmidth & Co. for each share in Potagua FLS. FLSmidth & Co. will not receive any consideration for its shares in Potagua FLS.