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

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

Company Announcement No. 3-2019, 19 February, 2019

The Board of Directors hereby convenes the Annual General Meeting to be held on Wednesday 27 March 2019 at 4 pm (CET) at the offices of the company, Vigerslev Allé 77, DK-2500 Valby.

Agenda:

1. The Board of Directors' report on the company's activities in 2018.
2. Presentation and approval of the 2018 Annual Report.
3. Approval of the Board of Directors' fees:

a. Final approval of fees for 2018.

The Board of Directors proposes unchanged approval of the fees for 2018 that were pre-approved by the general meeting in 2018.

The fees are based on a base fee of DKK 450,000 (the "Base Fee") with twice that amount to the vice chairman and three times that amount to the chairman. An additional fee of DKK 125,000 is paid for membership on a board committee, whereby, however, such additional fee for committee chairmen constitutes DKK 225,000. The chairman and the vice chairman do not receive committee fees.

The total remuneration to the members of the Board of Directors for 2018 amounts to DKK 6.5 m, cf. note 6.1 in the Annual Report (page 119).

In addition to the above-stated remuneration, the company pays out-of-pocket expenses, including travel and transport costs, associated with the services rendered for the Board of Directors, and the company may also pay foreign social charges and similar charges, charged by foreign authorities in relation to the fees.

b. Preliminary determination of fees for 2019

The Board of Directors proposes that fees of the Board of Directors remain unchanged in 2019. The fees for 2019 will be presented at the Annual General Meeting in 2020 for final approval.

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

The Board of Directors proposes a dividend of DKK 9 per share, corresponding to a total dividend distribution of DKK 461 m for 2018.

5. Election of members to the Board of Directors

The Board of Directors proposes the re-election of Mr. Vagn Ove Sørensen, Mr. Tom Knutzen, Mr. Richard Robinson Smith (Rob Smith) and Ms. Anne Louise Eberhard to the Board of Directors.

In addition, the Board of Directors proposes that Ms. Gillian Dawn Winckler and Mr. Thrasyvoulos Moraitis are elected as a new members of the Board of Directors.

Ms. Caroline Grégoire Sainte Marie and Mr. Marius Kloppers do not seek re-election to the Board of Directors.