FLSmidth & Co.

Registration Form • Apr 16, 2010

Articles of Association for FLSmidth & Co. A/S

Articles of Association for FLSmidth & Co. A/S

Company Announcement to the Danish Financial Supervisory Authority No.
09-2010, 16 April 2010

Name, registered office and objects of the Company
Article 1
The name of the company is FLSmidth & Co. A/S. The company's secondary names are
FLSmidth & Co. A/S and FLS Industries A/S.

Article 2
[The provision has been omitted].

Article 3
The object of the Company is to carry on trade, engineering, manufacturing,
transportation, shipping, investment and financing in Denmark and abroad and
other business which in the opinion of the Board is naturally related hereto.
The funds of the Company may also be invested in enterprises having one or more
of these objects and in real estate and ships.

Capital and shares
Article 4
The share capital amounts to DKK 1,064,000,000. The share capital has been fully
paid up and is divided into share denominations of DKK 1 or multiples thereof.

No special rights shall be attached to any share, and no shareholder shall be
required to have his shares redeemed in whole or in part.

The shares are negotiable bearer shares, but may be registered in the name of
the holder. The negotiability of the shares shall not be subject to any
limitations.

The company's register of shareholders is kept by VP Investor Services A/S, CVR
No. 30 20 11 83. The shares are issued electronically via a securities centre
through whom dividend is paid out.

General Meetings
Article 5
Within the limits of statutory provisions and these Articles of Association, the
Company's General Meeting shall be the highest authority of the Company.

General Meetings shall be held in Greater Copenhagen. General Meetings shall be
called not earlier than five weeks and not later than three weeks prior to the
meeting.
General Meetings shall be called via the Company website, www.flsmidth.com, and
the IT system of the Danish Commerce and Companies Agency. In the case of shares
registered in the name of the holder meetings shall be called by written
communication to all shareholders who have so requested.

The notice of General Meetings shall indicate the time and venue of the Meeting
and shall include the agenda stating the business to be transacted at the
General Meeting. If a resolution is proposed at the General Meeting to amend the
Articles of Association, the essential content of the said resolution must be
stated in the notice. The notice convening General Meetings shall also include
(1) a description of the size of the share capital and the voting rights of the
shareholders, (2) a clear and precise description of the procedures which the
shareholders must follow to attend and vote at the General Meeting, (3) the
record date, (4) an indication of where and how the complete documents to be
presented at the General Meeting, the agenda and the complete proposals are
available, and (5) an indication of the internet address at which the
information to be disclosed in accordance with Section 99 of the Danish
Companies Act will be available. If decisions are to be made pursuant to Section
77, subsection 2; Section 92, subsections 1 or 5; or Section 107, subsections 1
or 2 of the Danish Companies Act, the notice of the Meeting shall include the
full wording of the proposal to amend the Articles of Association.

The following information must be available at the Company's website,
www.flsmidth.com, for a minimum three week continuous period prior to the
General Meeting: (1) The notice of the Meeting, (2) information about the total
number of shares and voting rights on the date of sending out the notice, (3)
the documents to be presented at the General Meeting, (4) the agenda and the
complete proposals, and (5) the forms to be used when voting by proxy and when
voting by letter unless the said forms are sent directly to the shareholders by
post.

The Annual General Meeting shall be held before the end of April of each year.

Unless otherwise decided by the General Meeting pursuant to Section 100,
subsections 2 - 8 of the Danish Companies Act, the General Meetings of the
Company shall be conducted in Danish.

An extraordinary General Meeting shall be held if demanded by the Board of
Directors or the auditor appointed at the General Meeting or if demanded in
writing by shareholders controlling at least five percent of the share capital.

In order to be considered at the Annual General Meeting, proposals by
shareholders for specific business to be included in the agenda of the Meeting
must be submitted in writing to the Board of Directors not later than six weeks
prior to the Meeting. The Board of Directors may decide that proposals by
shareholders for specific business to be included in the agenda of the General
Meeting which were received later than six weeks prior to the Meeting, may be
included in the agenda of the General Meeting.

Article 6
The agenda of the Annual General Meeting shall comprise the following:
1. Management's review
2. Submission and approval of the Annual Report
3. Distribution of profits or covering of losses in accordance with the
approved Annual Report
4. Election of members to the Board of Directors
5. Appointment of auditor(s)
6. Other business proposed by the Board and/or by shareholders
7. Any other business

Article 7
The General Meeting shall be presided over by a chairman of the meeting
appointed by the Board of Directors. The chairman of the meeting shall decide
all questions relating to the transaction of business.

Article 8
A shareholder's right to attend and to vote at a General Meeting shall be
determined by the number of shares which the shareholder controls at the record
date. The record date is one week before the General Meeting. The shares owned
by the individual shareholder shall be determined on the record date based on
the entries regarding the shareholder's ownership in the register of
shareholders and based on notifications of ownership received by the Company
which are to be entered, but have not yet been entered in the register of
shareholders.

Each DKK 1 share shall entitle the holder to one vote.

Each shareholder who is entitled to attend the General Meeting pursuant to
Article 8, paragraph 2 and who wishes to attend the Meeting shall request an
admission card not later than three days before the Meeting is to be held.

Shareholders who are entitled to attend a General Meeting in accordance with
Article 8, paragraph 1 shall have the option of voting in writing (voting by
correspondence) before the General Meeting is held pursuant to Section 104,
subsection 2 of the Danish Companies Act.

The shareholder has the right to attend the General Meeting by proxy. Both the
shareholder and the proxy may attend accompanied by an adviser. The proxy shall
produce a signed and dated instrument to this effect. A proxy given to the Board
or Management of the Company shall only be valid for a period of twelve months
and only for a specific General Meeting with an agenda which is known
beforehand.

Article 9
All business transacted at a General Meeting shall be decided by a simple
majority of votes unless statutory provisions or the present Articles of
Association require a qualified majority of votes.

The adoption of a resolution to amend these Articles of Association or to wind
up the Company requires, subject to any additional requirements by the Danish
Companies Act, that the resolution is passed by not less than two thirds of the
votes cast as well as of the share capital represented at the General Meeting.

The Board of Directors shall adopt a decision to amend the Articles of
Association pursuant to Section 106, subsection 2 of the Danish Companies Act.

Article 10
Minutes of the proceedings at the General Meeting shall be kept and shall be
signed by the chairman of the meeting.

Board of Directors and Management
Article 11
The Board of Directors is elected by the General Meeting apart from those Board
members otherwise elected pursuant to the provisions of the Danish Companies Act
on representation of employees. Board members elected at the General Meeting
shall constitute not less than five (5) and not more than eight (8) members.

The members of the Board elected at the General Meeting shall retire at each
Annual General Meeting. Re-election may take place.

The members of the Board shall elect from their own number a Chairman and a Vice
Chairman. Simple majority shall apply to all resolutions to be passed by the
Board. In case of equality of votes the Chairman or in his absence the Vice
Chairman shall have the casting vote. The Board constitutes a quorum when more
than half of the members of the Board are present.

If a member of the Board of Directors is unable to attend a meeting, in isolated
cases he may authorise one of the other members in writing to act on his behalf
with respect to specific proposed resolutions on the agenda, and he shall be
considered present at the meeting when represented by his proxy. By way of
exception the Chairman may demand a written poll to decide a matter.

The members of the Board of Directors shall receive an annual fee which shall be
approved by the General Meeting.

Article 12
The Board of Directors shall lay down rules of procedure on how its business
shall be carried out.

Minutes of the proceedings at Board meetings shall be kept and shall be signed
by all the members of the Board of Directors

The auditors' records shall be submitted at each Board meeting. Each entry in
the records shall be signed by all members of the Board.

Article 13
The Board of Directors shall appoint the Management comprising at least two but
not more than six members, and shall determine Management remuneration.

The Board of Directors may appoint vice presidents and grant powers of
procuration.

Article 14
The Company has adopted guidelines for incentive pay to the Management pursuant
to section 139 of the Danish Companies Act. The guidelines have been approved by
the Annual General Meeting and are accessible on the Company website
www.flsmidth.com .

Article 15
The signature of the Chairman of the Board or the Vice Chairman jointly with the
signature of another member of the Board, or the signature of the Chairman or
Vice Chairman jointly with the signature of an Executive Officer, or the joint
signatures of two Executive Officers shall be binding upon the Company.

Auditors
Article 16
The financial statements of the Company shall be audited by one or two state
authorised public accountants appointed by the General Meeting for the term of
one year.

Annual accounts
Article 17
The financial year of the Company is the calendar year.

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As adopted at the Annual General Meeting held on 16 April 2010.

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Yours faithfully,

FLSmidth & Co. A/S

[HUG#1404632]

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