BAUER Aktiengesellschaft

EANS-General Meeting: BAUER Aktiengesellschaft
Announcement convening the general meeting

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BAUER Aktiengesellschaft, Schrobenhausen - ISIN DE 0005168108 - WKN 516810 -

 
We hereby formally  invite  our  shareholders  to  attend  the  Ordinary  Annual
General Meeting of BAUER Aktiengesellschaft, to be held on  Thursday,  June  24,
2010 at 10 a.m. (doors open 9 a.m.)  at  the  corporate  head  office  of  BAUER
Aktiengesellschaft, BAUER-Strasse 1 (prior to  renaming:  Wittelsbacherstr.  5),
86529 Schrobenhausen, Germany.

                                     Agenda 

1. Presentation of the confirmed annual financial statements of BAUER AG, the approved consolidated financial statements of the Group, the management report and Group management report and the report of the Supervisory Board in each case for the 2009 financial year, as well as the explanatory report of the Management Board relating to the disclosures pursuant to section 289, subsections 4 and 5 and section 315, subsection 4 of the German Commercial Code (HGB).

Pursuant to section 124a, clause 1, item 2 of the German Stock Corporation Act (AktG), the following statement is made: The annual financial statements were confirmed by the Supervisory Board and the consolidated financial statements were approved on April 16, 2010. Consequently, in accordance with sections 172 f. AktG, no resolution is required in relation to this agenda item.

2. Resolution on the appropriation of net earnings available for distribution from the 2009 financial year

The Management Board and Supervisory Board propose the following resolutions:

that the net earnings of BAUER Aktiengesellschaft for the 2009 financial year totalling EUR 33,019,815.96 be appropriated as follows:

Payment of a dividend to shareholders of EUR 0.60
        for each no-nominal-value share, with a total of
        17,131,000 no-nominal-value shares                    EUR 10,278,600.00

        Allocation to other revenue reserves                  EUR 5,000,000.00

        Profit carried forward                                EUR 17,741,215.96

   that a partial amount possibly attributable to no-nominal-value  shares  not 

eligible for dividend also be carried forward.

3. Resolution on ratification of the actions of the members of the Management Board for the 2009 financial year

The Management Board and Supervisory Board propose a resolution that the actions of the members of the Management Board during the 2009 financial year be ratified.

4. Resolution on ratification of the actions of the members of the Supervisory Board for the 2009 financial year

The Management Board and Supervisory Board propose a resolution that the actions of the members of the Supervisory Board during the 2009 financial year be ratified.

5. Resolution on the approval of the system of remuneration to the members of the Management Board

Based on the German Act on the Appropriateness of Management Board Remuneration (VorstAG), section 120, subsection 4 AktG now enables the Annual General Meeting of a stock market quoted company to vote on approval of the remuneration system. The resolution entails neither rights nor obligations. In particular, it retains the obligations of the Supervisory Board pursuant to section 87 AktG.

The system of remuneration paid to members of the Management Board is detailed in the Remuneration Report under "Remuneration of the Management Board". This section of the Remuneration Report is printed as part of the Group management report for the financial year in the 2009 Annual Report, starting on page 42. The 2009 Annual Report is accessible on the Internet and will also be made available during the Annual General Meeting.

The Management Board and Supervisory Board propose a resolution that the system of remuneration paid to the members of the Management Board be approved.

6. Election of auditors for the 2010 financial year

On the recommendation of the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Stuttgart be elected as auditors of the parent company's financial statements and the Group consolidated financial statements for the 2010 financial year.

7. Resolution on authorization of the Management Board to acquire and appropriate treasury stock with the possibility to exclude the subscription rights and any other tendering of delivery rights of the shareholders

The resolution on authorization to acquire treasury stock passed at the last Ordinary Annual General Meeting expires on December 24, 2010. Consequently, it is proposed that, on cancelling the said authorization, the Management Board be again authorized to acquire treasury stock. In accordance with the German Act implementing the Shareholders' Rights Directive dated July 30, 2009 (ARUG), the authorization can now be issued for a period of up to five years.

The Management Board and Supervisory Board propose the following resolutions:

a) that  the  company  be  authorized,  in  accordance  with  section  71,
        subsection 1, clause 8 AktG, by June  23,  2015,  to  acquire  treasury
        stock with a proportional amount attributable to it of up to a total of
        10 percent of the share capital of the company existing at the time the
        resolution is passed, subject  to  the  proviso  that  shares  acquired
        pursuant to the said authorization, together with other shares  in  the
        company which the company itself has already acquired and  still  owns,
        or which are attributable to it in accordance with  sections  71 d  and
        71 e AktG, at no time account for more than 10  percent  of  the  share
        capital of the company. The rules laid down in section  71,  subsection
        2, clauses 2 and 3 AktG must be observed.

        The shares shall be acquired at the discretion of the Management  Board
        by means of a public tender offer or by means of a public invitation to
        submit such a tender offer (in the following referred to as  a  "public
        tender offer") or by way of the stock market.


          aa) that if the acquisition is effected by way of the  stock  market,
              the acquisition price (excluding ancillary costs) may be no  more
              than 10 percent above or 20 percent below the price determined by
              the opening auction on the trading day for shares in the  company
              in Xetra trading  (or  a  comparable  successor  system)  on  the
              Frankfurt Stock Exchange.


          bb) that if the acquisition is effected by means of a  public  tender
              offer, the purchase price or the limits  of  the  purchase  price
              span per share (excluding ancillary costs) may be no more than 10
              percent above or 20 percent below  the  average  of  the  closing
              prices per share in the company in Xetra trading (or a comparable
              successor system) on the three trading days prior to the  day  of
              issue of the public tender offer. If not insignificant variations
              of the decisive share price occur after the day of issue  of  the
              public tender offer, the purchase price may be adjusted. In  this
              case, the basis shall be the average of the  closing  prices  per
              share in the company in Xetra trading (or a comparable  successor
              system) on the three trading days prior to the day  of  issue  of
              any adjustment.
              The public tender  offer  may  stipulate  additional  conditions.
              Where the total number of shares tendered in respect of a  public
              tender offer exceeds the volume of the offer, the acquisition may
              be effected according to the ratio  of  tendered  shares  (tender
              ratios). Additionally, preferential acceptance of low volumes (up
              to 50 shares per shareholder) may be stipulated, as may  rounding
              in accordance  with  commercial  principles  in  order  to  avoid
              arithmetic fractions of shares. Any further tendering of delivery
              rights of shareholders is thus excluded.

     b) that the authorization under lit. a) may be exercised  in  full  or  in
        multiple partial amounts spread across multiple acquisition dates until
        the maximum acquisition volume is reached. The proposal also stipulates
        that  the  acquisition  may  also  be  effected  by   dependent   Group
        subsidiaries as per the  definition  in  section 17 AktG  or  by  third
        parties  for  the  company's  account  or  for  the   dependent   Group
        subsidiaries' account.

     c) that the Management Board be authorized to appropriate  shares  in  the
        company acquired pursuant to the above authorizations for  all  legally
        admissible purposes, in particular in  pursuing  one  or  more  of  the
        following purposes:

       aa) that the shares acquired pursuant to  the  above  authorization  may
           also be sold by means other than by way of the stock  market  or  by
           means of an offer to the shareholders, if the shares  are  sold  for
           cash at a price (excluding ancillary costs) not materially below the
           price determined by the opening  auction  on  the  trading  day  for
           shares in the company in Xetra trading (or  a  comparable  successor
           system). This authorization shall be restricted to shares accounting
           for no more than 10 percent of the share capital in total, either at
           the time this authorization comes into force or - if this  value  is
           less - at the time of exercising the said authorization. The maximum
           limit of 10 percent of the share capital shall  be  reduced  by  the
           proportional amount of the share capital accounted for by the shares
           issued or sold during  the  term  of  this  authorization  excluding
           subscription  rights  in  accordance  with   or   corresponding   to
           section 186, subsection 3, clause 4 AktG.

       bb) that the aforementioned shares may be sold in  return  for  non-cash
           payment, provided this is done for the purpose of effecting  company
           mergers or acquiring companies, parts of companies, shareholdings in
           companies or other assets.

       cc) that the aforementioned shares may be redeemed  without  need  of  a
           further Annual General Meeting in order to approve the redemption or
           its execution. They may also be redeemed by a  simplified  procedure
           entailing no reduction in capital by adjustment of the  proportional
           arithmetic  amount  of   the   remaining   no-nominal-value   shares
           constituting the  company's  share  capital.  In  such  a  case  the
           Management Board shall be authorized to adjust  the  number  of  no-
           nominal-value shares in the company's Articles of Association.

        The aforementioned authorizations may be utilized  once  or  more  than
        once,  individually  or  collectively,  referred  to  portions  of  the
        treasury stock or to the totality of  treasury  stock.  No  trading  in
        treasury stock may take place. 
d) that the  subscription  rights  of  shareholders  be  excluded  if  the
        acquired treasury stock is appropriated for one or more of the purposes
        cited in lit. c) aa) and bb). If the acquired treasury stock is sold by
        way of the stock market,  subscription  rights  of  shareholders  shall
        likewise be excluded. In the event of sale  of  the  acquired  treasury
        stock by public offer to the shareholders, the Management  Board  shall
        be authorized to exclude the subscription rights  of  shareholders  for
        residual amounts.

     e)  that  the  Supervisory  Board  may  stipulate  that  measures  by  the
        Management Board pursuant to this  resolution  of  the  Annual  General
        Meeting be undertaken only with its consent. The Management  Board  may
        exercise the authorizations of appropriation in lit.  c)  aa)  and  bb)
        only with the consent of the Supervisory Board.

     f) that the resolution on authorization to acquire treasury  stock  passed
        by the company's Annual General Meeting on June 25, 2009  and  expiring
        on December 24, 2010 shall be  cancelled  when  the  new  authorization
        takes effect. 

8. Resolution on amendments of the Articles of Association

The German Act implementing the Shareholders' Rights Directive dated July 30, 2009 also changed the rules relating to allowable periods, deadlines and their calculation, as well as to proxy voting rights in connection with the Annual General Meeting.This, among other reasons, makes it necessary to amend the company's Articles of Association.

The Management Board and Supervisory Board therefore propose the following resolutions:

a) that Article 3 of the Articles of Association be amended as follows:

"§ 3 Notifications, Information

1. The Company´s notifications shall be published in the electronic  Federal
       Gazette  ("Bundesanzeiger").  Other   legal   obligations   relating   to
       publication shall remain unaffected.

    2. The company shall be entitled, within the bounds of  legal  requirements,
       to transmit information to shareholders, with their consent, by means  of
       electronic data transfer.

    3. The issue of notifications pursuant to section 125, subsection 2 AktG  is
       restricted to electronic means of  communication.  The  Management  Board
       shall be entitled, but not obliged, also to issue the said information by
       other means." 

b) that Article 5, paragraph 2, clause 2 of the Articles of Association be amended as follows:

"In the event of a voting tie, the Chairman of the Management  Board  shall
    carry the casting vote, provided the Management Board comprises  more  than
    two members." 

c) that Article 6, clause 3 of the Articles of Association be amended as follows:

"Furthermore, the Supervisory Board  may  determine  generally  or  for  an
    individual case that individual or all members of the Management Board  are
    authorized  to   represent   the   company   in   legal   transactions   as
    representatives of a third party." 

d) that Article 9, paragraph 2, clause 1 of the Articles of Association be amended as follows:

"The Supervisory Board has a quorum if the members  have  been  invited  in
    writing, by fax or by e-mail at the last notified address and at least half
    of the members of which it must consist in total take part in the decision-
    making in person or by casting their votes in writing, by fax, by e-mail or
    by telephone." 

e) that Article 9, paragraph 3 of the Articles of Association be amended as follows:

"3. Decisions may also be  taken  in  writing,  by  telephone  or  using
       similar voting methods (e.g. fax, e-mail,  video  conference),  or  by  a
       combination of those forms, without convening a meeting, if the  Chairman
       of the Supervisory Board so  stipulates.  This  also  applies  to  repeat
       voting procedures in accordance with section 29, subsection 2,  clause  1
       and section 31, subsection 4, clause 1 of the German Co-determination Act
       (MitbestG)." 

f) that Article 11, letter c of the Articles of Association be amended as follows:

"c. Appointment and dismissal of  members  of  the  Management  Board  /
       directors of Group companies whose sub-group revenues exceed  15  percent
       of total Group revenues. The decisive factor is the  share  indicated  by
       the breakdown of total Group revenues from the  latest  Group  management
       report available at the time the resolution on appointment  or  dismissal
       was passed." 

g) that Article 15, paragraph 2 of the Articles of Association be amended as follows:

"2. Unless otherwise stipulated by law, the Annual General Meeting shall
       be convened at least thirty days prior to its scheduled date. The period
       of notice shall be extended by the number of days allowed for
       registration (Article 16, paragraph 1 of the Articles of Association)." 

h) that Article 15 of the Articles of Association be appended by the following paragraph 3:

"3. The Management Board is authorized to permit video and audio broadcasting of the Annual General Meeting."

i) that Article 16 of the Articles of Association be amended as follows:

"1. Only shareholders who have registered their attendance in text  form
       with the office specified in the invitation to the Annual General Meeting
       and furnished proof of their right subject to Article 16, paragraph 2  at
       least six days before the date of the Annual General Meeting are entitled
       to attend the Annual General Meeting and exercise their voting right. The
       date of the Annual General Meeting and the date of receipt are not to  be
       counted.

   2.  Shareholders must furnish proof of  their  right  to  attend  the  Annual
       General Meeting and  to  exercise  their  voting  rights.  This  requires
       documentary proof of shareholding issued in text form by  the  depository
       bank or other financial institution. The documentation must be in  German
       or English, must relate to shares held at  the  legally  stipulated  date
       (section 123, subsection 3, clause 3 AktG) and be received by the  office
       specified in the invitation to the Annual General Meeting  at  least  six
       days before the date of the Annual  General  Meeting.  The  date  of  the
       Annual General Meeting and the date of receipt are not to be counted. The
       Company is entitled to demand appropriate additional proof if  there  are
       any doubts as to the accuracy or authenticity of  the  documentation.  If
       there are any doubts as to this also, or if no proof  is  furnished,  the
       company may reject the shareholder´s right to attend the  Annual  General
       Meeting and to exercise his or her voting right.

   3.  Voting rights may be exercised by authorized proxies. The assignment  and
       revocation of  proxy  voting  rights,  as  well  as  the  proof  of  such
       authorization furnished to  the  company,  must  be  in  text  form.  The
       notification  convening  the  Annual  General  Meeting  may  stipulate  a
       relaxing of the requirement for the text form. Section 135  AktG  remains
       unaffected. If a shareholder appoints more than one person as proxy,  the
       company may reject one or more of them.

   4.  The company may appoint one or more  proxies  to  exercise  shareholders'
       voting rights  based  on  the  latters'  instructions.  The  details,  in
       particular concerning formal requirements and periods  for  the  granting
       and revocation of proxy voting rights, are announced when the  respective
       Annual General Meeting is convened." 

j) that Article 18 of the Articles of Association be appended by the following paragraph 4:

"4. The Management Board is authorized to enable shareholders to vote
       without attending the meeting, either in writing or by means of
       electronic communication (postal vote)."

Report of the Management Board in  accordance  with  section 71,  subsection  1, 

clause 8 AktG in conjunction with section 186, subsections 3 and 4 AktG relating to agenda item 7

Section 71, subsection 1, clause 8 AktG offers stock corporations the possibility to acquire treasury stock up to a total of 10 percent of their share capital based on authorization by the Annual General Meeting. Agenda item 7 contains a proposal to issue such an authorization, limited to a period of five years. The object of this is to enable the Management Board, in the interest of the company and its shareholders, to acquire treasury stock up to an amount equivalent to a total of 10 percent of the current share capital of the company, either by way of the stock market or by means of a public tender offer. The acquisition may also be effected by dependent Group subsidiaries as per the definition in section 17 AktG or by third parties for the company's account or for the dependent Group subsidiaries' account.

Acquisition of treasury stock

As well as enabling acquisition by way of the stock market, the proposal also stipulates that the company should be able to acquire treasury stock through a public tender offer to the shareholders of the company or by public invitation to submit such an offer. Any such action must be in compliance with the principle of equality laid down in section 53 a AktG. In the case of public tender offers, the shareholders may decide how many shares are to be offered and - where a price span is stipulated - the price at which they wish to offer them to the company. If the number of shares offered at the set offer price exceeds the number of shares requested by the company, the proposed authorization permits the acquisition to be effected according to the ratio of tendered shares (tender ratios). Only if an acquisition is, by principle, based on tender ratios instead of on share ratios can the acquisition procedure be technically handled within a commercially reasonable framework. The proposal also stipulates preferential acceptance of smaller volumes up to a maximum of 50 shares per shareholder. The object of enabling this possibility is, firstly, to avoid small residual amounts, entailing a potential de facto disadvantage to small shareholders; secondly, it aims to simplify the technical handling of the acquisition procedure. Finally, it is proposed that in all cases, rounding according to commercial principles should be permissible, in order to avoid arithmetic fractions of shares. This is likewise intended to aid technical handling. An exclusion of any further tendering rights of shareholders entailed by this is considered objectively justified and appropriate with regard to the shareholders. The tender offer, or the invitation to submit such an offer, may stipulate additional conditions.

Appropriation of treasury stock

The treasury stock acquired by the company may be sold-on by way of the stock market or by means of a public offer to all shareholders. This ensures conformance to the principle of shareholder equality on resale of the shares. Where the shares are sold by way of an offer to all shareholders, it is proposed that the Management Board be authorized to exclude the subscription rights of shareholders to the treasury stock for residual amounts. This very limited exclusion of subscription rights is often key to enabling the sale of shares at all, and is essential in order to present a technically feasible subscription ratio. The surplus treasury stock excluded from the shareholders' rights of subscription will be realized either by being sold off through the market or in some other way to the optimum benefit of the company. The potential dilution is minimized because of the limitation to residual amounts and is therefore objectively justifiable.

Moreover, the proposed authorization enables the company also to sell the acquired treasury stock outside of the stock market for cash, without making a public offer to all shareholders. The precondition for this is that the shares are sold at a price not materially below the market price of shares in the company at the time of sale. This authorization utilizes the possibility to exclude subscription rights by a simplified procedure as permitted by section 71, subsection 1, clause 8 AktG in corresponding application of section 186, subsection 3, clause 4 AktG. The exclusion of subscription rights is in the interest of the company in terms of achieving the best possible price on selling the treasury stock. The revenue achievable by setting a price oriented to the market price generally results in a substantially higher in-flow of funds per share sold than share placements retaining subscription rights, which usually entail substantial discounts on the market price. Protection against

share dilution is provided by the stipulation that the shares may only  be  sold
at a price not materially below the determining market price. The  authorization
to  exclude  subscription  rights  when  selling  treasury  stock  pursuant   to
section 186,   subsection 3,   clause 4   AktG,    incorporating    any    other 

authorizations to issue or sell shares excluding subscription rights in corresponding application of section 186, subsection 3, clause 4 AktG, is limited to a maximum of 10 percent of the share capital of the company in total. The determining criterion is the share capital at the time the authorization comes into force or when it is exercised, whichever is the lower. Protection against share dilution is provided by the stipulation that the shares may only be sold at a price not materially below the determining market price. The definitive selling price of the treasury stock will be set shortly prior to the sale. The Management Board will attempt to calculate any discount against the market price according to the market conditions prevailing at the time of the placement as low as possible. Shareholders wishing to maintain their relative equity ratio and voting rights have the opportunity to acquire the necessary number of shares to this end on the open market.

It is further proposed that the company be enabled to transfer treasury stock as quid pro quo consideration to third parties, provided this is done for the purpose of acquiring companies, parts of companies, shareholdings in companies or other assets or effecting company mergers. Thereby the shareholders' subscription rights shall be likewise excluded. International competition and the globalization of the economy often demands that payment for such transactions be made in the form of shares. In view of the ever-increasing scale of corporate units involved in such transactions, funding can often not be provided in cash without placing major strain on the liquidity of the company or increasing the company's indebtedness to an unacceptable level. The possibility of acquiring shares for these purposes is already provided by the Authorized Capital in Article 4, paragraph 4 of the Articles of Association, but it is further proposed that the possibility be established to allot shares in the company for these purposes without having to increase the capital, which would be more time-consuming because of the required entry in the Register of Companies and also would entail higher administrative costs. The proposed authorization seeks to provide the company with the necessary freedom to enter into mergers or undertake acquisitions quickly and flexibly as opportunities arise. If subscription rights were granted this would not be possible, and the associated benefits for the company would not be achievable. When concrete opportunities arise to acquire companies, parts of companies, shareholdings in companies or other assets, the Management Board will diligently review whether it should exercise the authorization to allot treasury stock. It will only do so if the undertaking is in the clearly understood interest of the company. In setting the valuation ratios, the Management Board will ensure that the interests of the shareholders are appropriately maintained. It will orient its assessment of the value of the shares tendered by way of quid pro quo to the market price of the company's shares. No schematic linkage to a market price is proposed, in particular to ensure that achieved negotiation outcomes are not placed in question by fluctuations in the market price.

Finally, the proposed resolution authorizes the company to redeem treasury stock without further resolution of the Annual General Meeting. The authorization enables the company to respond appropriately and flexibly to prevailing capital market conditions. Pursuant to section 237, subsection 3, clause 3 AktG, the proposed authorization also permits the Management Board to redeem the shares without reducing the capital. By redeeming the shares without reducing the capital, the proportional amount of the remaining no-nominal-value shares as a percentage of the company's share capital is increased. By redeeming the treasury stock without reducing the capital, the arithmetic proportion of the remaining no-nominal-value shares as a percentage of the company's share capital is automatically increased. The Management Board is therefore authorized to amend the Articles of Association with regard to the changed number of no-nominal-value shares.

The Management Board shall only be allowed to utilize the authorization to acquire treasury stock outside of the stock market for cash, without making a public offer to all shareholders, or the authorization to transfer treasury stock, provided this is done for the purpose of acquiring companies, parts of companies, shareholdings in companies or other assets or effecting company mergers, with the consent of the Supervisory Board. Furthermore, the Supervisory Board may stipulate that measures by the Management Board pursuant to the proposed resolution of the Annual General Meeting be undertaken only with its consent.

In concurrence with the Supervisory Board, the Management Board considers the exclusion of subscription rights in the cases cited, for the reasons set out, taking into account a potential share dilution, as objectively justified and appropriate with regard to the shareholders. The Management Board will notify the next Annual General Meeting of its exercising of the authorization.

Share capital and voting rights

At the time of convening the Annual General Meeting the share capital of the company totalling EUR 73,001,420.45 is divided into 17,131,000 no-nominal-value bearer shares with the equivalent voting rights. At the time of convening the Annual General Meeting the company holds no treasury shares.

Requirements for attendance at the Annual General Meeting and exercising of voting rights:

Only those shareholders shall be entitled to participate in the Annual General Meeting and exercise their voting rights who have registered in text form with the office designated below and furnished proof of their entitlement. Documentary confirmation of share ownership issued in text form by the depository bank shall suffice as proof. The proof of ownership shall be referred to the start of the 21st day before the meeting - that is, June 3, 2010, 00.00 hours (record date). Registration and proof of share ownership, in German or English, must be received by midnight on June 17, 2010 at the following address:

BAUER Aktiengesellschaft c/o Deutsche Bank AG - General Meetings - Postfach 20 01 07 60605 Frankfurt am Main, Germany Fax: +49 69 12012-86045 E-mail: WP.HV@Xchanging.com

On receipt of their registration and proof of shareholding by the designated office, shareholders will be sent tickets to attend the Annual General Meeting including proxy voting forms.

Significance of the record date

The record date is the key date for determining the extent and exercise of attendance and voting rights at the Annual General Meeting. Only those parties who have furnished proof of share ownership to the company by the record date shall be acknowledged as company shareholders authorized to attend the Annual General Meeting or exercise voting rights. Changes to the share stock after the record date are irrelevant. Shareholders who acquired their shares only after the record date are thus not entitled to attend the Annual General Meeting. Shareholders who have duly registered and furnished proof of share ownership are still entitled to attend the Annual General Meeting and exercise their voting rights even if they sell the shares after the record date. The record date has no influence on the saleability of the shares, and is not a relevant date for determining any possible dividend entitlement.

Proxy voting procedure

Shareholders may also exercise their entitlement to participate and vote by means of a proxy, such as by the depository bank, a shareholders' association or another person of their choosing. In this case, too, timely registration and proof of share ownership in accordance with the above provisions is required. The assignment and revocation of proxy voting rights, as well as the proof of such authorization furnished to the company, must be in text form.

Proof of proxy voting rights must either be presented on the day of the Annual General Meeting by the authorized proxy or be furnished by means of a declaration to the company by post or fax, or electronically by e-mail, to the following address:

BAUER Aktiengesellschaft c/o Computershare HV-Services AG Prannerstraße 8 80333 Munich Fax: +49 89 30903 74675 E-Mail: VollmachtBauer2010@computershare.de

A proxy form will be issued to the parties duly registered to attend the Annual General Meeting along with their entry ticket.

The above provisions regarding the form of proxy voting rights do not extend to the form of assignment and revocation of proxy voting rights and proof of such proxy voting rights assigned to banks, shareholders' associations or equivalent bodies pursuant to section 135 AktG. Special provisions may apply in this respect. We would therefore request our shareholders who are intending to appoint banks, shareholders' associations or equivalent organizations pursuant to section 135 AktG as their proxies to consult the organizations concerned in good time with regard to the appropriate form of proxy.

The company further offers its shareholders the option of being represented by company proxies. The assignment and revocation of proxy voting rights, as well as the proof of such authorization furnished to the company, must be in text form. Where company-appointed proxies are assigned, they must in all cases be issued with instructions as to how voting rights are to be exercised. Without such instructions the proxy assignment is invalid. The proxies are obliged to vote in accordance with instructions. Details, as well as a proxy authorization and voting form, are included in the documentation package sent out to duly registered shareholders.

If a shareholder appoints more than one person as proxy, the company may reject one or more of them. There is no obligation to use the company proxy authorization and voting forms offered by the company.

Shareholders' rights: Additional agenda items

In accordance with section 122, subsection 2 AktG, shareholders whose shares together account for one twentieth part of the share capital, or reach the proportional amount of EUR 500,000, may demand that items be placed on the agenda and publicized as such. The demand must be submitted in writing to the Management Board. Demands for the inclusion of additional agenda items must be received by the company at least 30 days before the Annual General Meeting - that is, by midnight on May 24, 2010.

Shareholders' rights: Motions and proposals for election

Furthermore, all shareholders are entitled to submit motions relating to agenda items in accordance with section 125, subsection 1 AktG or proposals for the election of auditors in accordance with section 127 AktG. The company will make available motions and proposals for election received from shareholders, including the name of the shareholder, the reason for the submission and any comments of the management in response, at http://www.bauer.de, provided the shareholder has submitted to the company an admissible motion relating to a specific agenda item, together with the reasoning behind it, or an admissible proposal for election, including the legally required information, at least 14 days before the Annual General Meeting - that is, by midnight on June 9, 2010. No reason need be given for a proposal for election. Shareholders are requested to furnish proof of their shareholding when submitting motions or proposals for election.

Motions and proposals for election are to be sent only to the following address:

BAUER AG Investor Relations BAUER-Strasse 1 86529 Schrobenhausen, Germany Fax: +49 8252 97-2900 E-mail: investor.relations@bauer.de

Shareholders' rights: Right of information

At the Annual General Meeting, all shareholders have a right to receive information on demand from the Management Board concerning matters relating to the company, providing the said information is necessary to obtain an accurate assessment of the agenda item in question. The duty to disclose information also extends to the legal and commercial relations of the company with an affiliated company. To facilitate full and accurate response, shareholders and their proxies wishing to ask questions at the Annual General Meeting are kindly requested to submit such questions as early as possible to the above address. This submission is not a formal requirement in terms of receiving a reply to a question. The right of information remains unaffected.

Information on the company's website

Immediately after the Annual General Meeting has been convened, the information pursuant to section 124a AktG will be made available on the company's website at http://www.bauer.de under Investor Relations/Annual General Meeting, in particular:

-   the announcement convening the Annual General Meeting;
-   an explanatory statement where no resolution is to be passed in relation
    to an agenda item;
-   the documentation to be made available to the Annual General Meeting, in
    particular
    o the annual financial statements and management report of BAUER AG;
    o the consolidated financial statements and Group management report;
    o the report of the Supervisory Board;
    o the proposal on appropriation of net earnings available for distribution;
    o the presentation of the system of remuneration paid to members of the
      Management Board;
    o the explanatory report of the Management Board relating to the
      disclosures pursuant to section 289, subsections 4 and 5 and
      section 315, subsection 4 of the German Commercial Code (HGB).
    o the report of the Management Board in accordance with section 71,
      subsection 1, clause 8 AktG, in conjunction with section 186,
      subsections 3 and 4 AktG relating to the agenda item 7;
-   the total number of shares and voting right at the time the Annual
    General Meeting was convened;
-   details of shareholders' rights in relation to submission of additional
    agenda items, motions and proposals for election, and rights of
    information. 

Schrobenhausen, May 2010 BAUER Aktiengesellschaft The Management Board

end of announcement                               euro adhoc
-------------------------------------------------------------------------------- 

Further inquiry note:

Bettina Erhart / Christopher Wolf
Investor Relations
BAUER Aktiengesellschaft
BAUER-Straße 1
86529 Schrobenhausen
Tel.: +49 8252 97-1918
Fax: +49 8252 97-2900
investor.relations@bauer.de
www.bauer.de

Branche: Construction & Property
ISIN: DE0005168108
WKN: 516810
Index: MDAX, CDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade

Original-Content von: BAUER Aktiengesellschaft, übermittelt durch news aktuell

Weitere Meldungen: BAUER Aktiengesellschaft

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