Pursuant to Article 8 of the Articles of Association, notice is hereby given that the Annual General Meeting of the Company will be held on Monday 7 April 2003 at 16.00 hours at Radisson SAS Falconer Center, Falkoner Allé 9, DK-2000 Frederiksberg Copenhagen.
Agenda for business to be transacted at the Annual General Meeting:
1.Board and Management report on the activities of the Company.
2.Submission of the Annual Report.
3.Adoption of the Annual Report and discharge of the Board and Management from their obligations.
4.Board recommendations for the distribution of profits.
5.Election of members to the Board of Directors.
6.Appointment of two auditors.
7.Any proposals by the Board of Directors or shareholders:
7.a Authorisation to acquire own shares
The Board of Directors proposes that it be authorised, until the next Annual General Meeting, to let the Company acquire own shares - A and/or B shares - up to a total nominal value of 10 per cent of the Company's share capital pursuant to Section 48 of the Danish Companies Act. The consideration for the shares acquired shall deviate not more than 10 per cent from the official price quoted on the Copenhagen Stock Exchange at the time of acquisition.
7.b Amendments to the Articles of Association
1.Since the Board of Directors' authority to increase the Company's share capital pursuant to Article 4 (d) of the Articles of Association has expired - and this authority is not to be renewed - the Board moves that Article 4 (d) 2nd paragraph be deleted.
2.To align the Company's Articles of Association with the new Financial Statements Act, the Board of Directors proposes the following amendments:
(i) Article 8 (d) to be amended so that the Annual General Meeting shall be held before the end of April of each year.
(ii) Articles 8 (f), 9.2, 9.3, 14 (e) and 19 (b) to be amended so that the existing terminology of annual accounts, etc. be changed to Annual Report.
(iii) Articles 9.6 and 18 (a) to be amended so that the accounts of the Company shall in future be audited by one or two state authorised public accountants.
3.Due to changes in the Stock Exchange rules the Board of Directors proposes an amendment to Article 8 (b) to the effect that General Meetings shall no longer be convened by notice inserted in "Statstidende" (The Official Gazette) and "Berlingske Tidende", but instead in one or more national daily newspapers.
4.The Board of Directors moves that the time limits and phrasing in Article 11 (a) regarding admission cards for the Annual General Meeting be amended, for example so that the term "two week days" be replaced by "five days".
Not later than eight days before the Annual General Meeting, the agenda and the complete proposals for business to be transacted at the Meeting plus the 2002 Annual Report shall be available for inspection by shareholders at the Company's office at Vigerslev Allé 77, DK-2500 Valby Copenhagen.
Admission cards to the Annual General Meeting may be obtained from Den Danske Bank, by telephone +45 3344 5140 or by fax +45 3344 5376, or by contacting FLS Industries A/S, Vigerslev Allé 77, DK-2500 Valby either in person or in writing. Admission cards may be obtained from Friday 21 March to Friday 4 April 2003 (inclusive) between 9.00 and 16.00 hours.
Admission cards are issued to shareholders entered in the Company's register of members. Shareholders not entered in the register of members may obtain admission cards against proof of identity in the form of a not more than five days old statement of account from the Danish Securities Centre or the account-holding bank.
Pursuant to Article 11 (b) and (c) of the Articles of Association, if a share has been acquired by transfer the holder's right to vote is subject to the requirement that the said shareholder prior to the calling of the General Meeting has either been entered in the Company's register of members or has notified the Company of such share transfer and produced evidence thereof.
After the General Meeting drinks will be served in the Radisson SAS Falconer Center lobby.
Valby, March 2003
FLS Industries A/S
The Board of Directors