NOTICE of the Annual General Meeting of FLSmidth & Co. A/S

Company Announcement to the Danish Financial Supervisory Authority No. 04-2013, 11 March 2013

NOTICE of the Annual General Meeting of FLSmidth & Co. A/S

The Board of Directors hereby calls the Annual General Meeting to be held on Friday 5 April 2013 at 16.00 (CET) at Radisson Blu Falconer Hotel & Conference Center, Falkoner Allé 9, DK-2000 Frederiksberg.

Agenda:

1.     Management's review of the company's activities in 2012

2.     Approval of the 2012 Annual Report

3.     Approval of the Board of Directors' fees:

a. Final approval of fees for 2012

Final approval of fees for 2012 is proposed based on a basic fee of DKK 400,000 with twice that amount to the Vice Chairman and triple that amount to the Chairman. Besides, an additional amount of 25% of the basic fee shall be paid for membership of a Board committee, whilst the chairman of the committee shall receive an additional amount of 50% of the basic fee. The Chairman and Vice Chairman of the Board of Directors shall not receive committee fees. The total remuneration to the members of the Board for 2012 amounts to DKK 5m. The proposed fees were pre-approved by the General Meeting in 2012.

b. Preliminary determination of fees for 2013

Unchanged principles for fees for 2013 are proposed. Fees are thus suggested to be based on a basic fee of DKK 400,000 with twice that amount to the Vice Chairman and triple that amount to the Chairman. Besides, an additional amount of 25% of the basic fee shall be paid for membership of a Board committee, whilst the chairman of the committee shall receive an additional amount of 50% of the basic fee. The Chairman and Vice Chairman of the Board of Directors shall not receive committee fees. The total remuneration to the members of the Board for 2013 is thus expected to amount to DKK 5m.

In addition to the above-mentioned fees, the company pays expenses and transportation related to the board services, and the company may pay foreign social taxes and similar taxes levied by foreign authorities in relation to the Board or committee fees.

4.     Distribution of profits or covering of losses in accordance with the approved Annual Report

The Board of Directors proposes that a dividend of DKK 9 per share be paid out, corresponding to a total dividend distribution of DKK 479m for 2012 or 36% of the profit for the year.

5.     Election of members to the Board of Directors

The Board of Directors proposes that Mr Vagn Ove Sørensen, Mr Torkil Bentzen, Mr Martin Ivert, Mr Sten Jakobsson, Mr Tom Knutzen and Ms Caroline Grégoire Sainte Marie be reelected.