Henkel AG & Co. KGaA

EANS-General Meeting: Henkel AG & Co. KGaA
Notice of Convocation of the 2010 Annual General Meeting and the 2010 Extraordinary Meeting for Preferred Shareholders

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This English text is a translation for information only. The original German text published in the electronic version of the Federal Gazette (Bundesanzeiger) of February 25, 2010, is the only authoritative version.

_____________________________________________________________

Convocation of the Annual General Meeting of


      Henkel AG & Co. KGaA, Düsseldorf


      Securities ID Numbers:
      |Ordinary shares  |604 840       |
      |Preferred shares |604 843       |

      International Securities Identification Numbers:
      |Ordinary shares  |DE 0006048408         |
      |Preferred shares |DE 0006048432         |



      The shareholders of our Corporation
      are hereby invited to attend the
      Annual General Meeting
      on
      Monday, April 19, 2010, 10.00 a.m.,
      to be held in the
      Congress Center Düsseldorf,
      CCD-Stadthalle entrance,
      Rotterdamer Straße 141,
      40474 Düsseldorf, Germany 

Admission from 8.30 a.m.

I. AGENDA

1. Presentation of the  annual  financial  statements  and  the  consolidated
     financial statements as endorsed by the  Supervisory  Board,  and  of  the
     management reports of Henkel AG & Co. KGaA and of the Group, including the
     corporate governance/corporate management and  remuneration  reports,  the
     report of the Supervisory  Board  for  fiscal  2009,  and  the  resolution
     adopting the annual financial statements of  Henkel  AG  &  Co.  KGaA  for
     fiscal 2009

      Pursuant to Clause 171 AktG, the Supervisory  Board  endorsed  the  annual
      financial statements and the consolidated financial statements prepared by
      the Personally Liable Partner. Pursuant to Clause  286  (1)  AktG,  it  is
      proposed that the annual financial statements be approved and  adopted  by
      the Annual General Meeting; the other documents mentioned above  shall  be
      made available to the Annual General Meeting without  the  requirement  of
      adoption or approval.

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose that the annual financial statements, stating an
      unappropriated profit of 601,597,840.27 euros, be approved as presented. 

2. Resolution for the appropriation of profit

The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose that the unappropriated profit of 601,597,840.27
      euros for fiscal 2009, be applied as follows:

      |a)  |Payment of a dividend of |        |                             |
|    |0.51 euros per ordinary  |=       |132,495,896.25 euros         |
|    |share (259,795,875       |        |                             |
|    |shares)                  |        |                             |
|b)  |Payment of a dividend of |        |                             |
|    |0.53 euros per preferred |=       |94,426,323.75 euros          |
|    |share (178,162,875       |        |                             |
|    |shares)                  |        |                             |
|c)  |Carry-forward of the     |        |                             |
|    |remaining amount of      |        |374,675,620.27 euros         |
|    |to the following year    |        |                             |
|    |(retained earnings)      |        |                             |
|    |                         |        |= 601,597,840.27 euros       |

      Treasury shares are not entitled to dividend. The amount in unappropriated
      profit which relates to the shares held by the Corporation at the date  of
      the Annual General Meeting will be carried forward as retained earnings.


  3. Resolution to approve and ratify the  actions  of  the  Personally  Liable
     Partner

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose  that  the  actions  of  the  Personally  Liable
      Partner be approved and ratified for fiscal 2009. 

4. Resolution to approve and ratify the actions of the Supervisory Board

The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory  Board  propose  that  the  actions  of  the  members  of  the
      Supervisory Board in office in 2009 be  approved  and  ratified  for  that
      financial year.


  5.  Resolution to  approve  and  ratify  the  actions  of  the  Shareholders´
      Committee

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory  Board  propose  that  the  actions  of  the  members  of  the
      Shareholders´ Committee in office in 2009 be  approved  and  ratified  for
      that financial year.


  6.  Resolution on the appointment of the auditors  of  the  annual  financial
      statements and the consolidated financial statements for fiscal  2010  and
      the examiners for the financial review of interim reports

      The Supervisory Board in agreement with the recommendations of  the  Audit
      Committee, proposes that KPMG AG Wirtschaftsprüfungsgesellschaft,  Berlin,
      Germany, be appointed auditors of the annual financial statements  and  of
      the consolidated financial statements for fiscal 2010 and as the examiners
      for the financial review of interim reports for fiscal 2010. 

7. Resolution on supplementary Supervisory Board elections

Following a decision by Düsseldorf  District  Court,  Dipl.  Kfm.  Johann-
      Christoph Frey was appointed as a  member  of  the  Supervisory  Board  of
      Henkel AG & Co. KGaA in lieu of Dipl.-Ing. Albrecht  Woeste  who  resigned
      from the Supervisory Board effective the end of  September  22,  2009.  In
      accordance with the provisions of the German  Corporate  Governance  Code,
      the appointment of Mr. Frey is limited to  the  end  of  the  2010  Annual
      General Meeting. Mr. Konstantin von Unger has also resigned  his  position
      as shareholder-representative member of the Supervisory Board with  effect
      from the end of the Annual General  Meeting.  Consequently,  according  to
      Article 12 (4) sentence 3 of the Articles of Association, two shareholder-
      representative members of the Supervisory Board must be  elected  for  the
      remaining tenure of that body.

      In accordance with Clause 96 (1) AktG in conjunction with Clause 7 (1) no.
      2 of the German Co-determination Act of 1976 and Article  12  (1)  of  the
      Articles of  Association,  the  Supervisory  Board  shall  comprise  eight
      shareholder-representative and eight employee-representative members.  The
      shareholder-representative members of the Supervisory Board are elected by
      the Annual General Meeting; the Annual General Meeting  is  not  bound  to
      elect proposed candidates.

      The Supervisory Board proposes that the following candidates

           a)    Dipl.-Kfm. Johann-Christoph Frey,
                 Commercial Executive (Dipl.-Kaufmann), Klosters/Switzerland,

                 Memberships of domestic or foreign supervisory bodies
                 comparable with a statutory German supervisory board:
                 Henkel Ibérica S.A., Spain

           b)    Dr. rer. nat. Kaspar Freiherr von Braun
                 Astrophysicist (NASA/California Institute of Technology),
                 Pasadena/California (USA)

                 No  memberships  of  statutory  German  supervisory  boards  or
                 similar domestic or foreign supervisory bodies

      be elected with effect from the end of the Annual General Meeting for  the
      remaining tenure of the Supervisory Board (to the end of the  2012  Annual
      General Meeting) as shareholder-representative members of said Supervisory
      Board. It is intended that the elections be conducted in  accordance  with
      the provisions of the German Corporate Governance Code  on  an  individual
      candidate basis.


  8.  Resolution  to  approve  the  remuneration  system  for  members  of  the
      Management Board

      According  to  Clause  120  (4)  AktG  as  amended  by  the  Act  on   the
      Appropriateness of Management Board Remuneration  (VorstAG)  of  July  31,
      2009, the general meeting of a listed corporation may resolve approval  of
      the compensation system as applied to the members of the management  board
      of that corporation. The non-contestable  resolution  establishes  neither
      rights nor obligations.

      With the Act on  the  Appropriateness  of  Management  Board  Remuneration
      (VorstAG), the legislature is pursuing the objective of linking  executive
      compensation to a sustainable corporate  management  approach  aligned  to
      long-term benefits. The  new  arrangements  will  apply  to  contracts  of
      employment and remuneration agreements concluded since the act  came  into
      force.  The  current  system  of  compensation  for  the  members  of  the
      Management Board, detailed in the Remuneration Report published  on  pages
      26 et seq. in the 2009 Annual Report, is already largely governed by these
      principles. In order to reinforce  the  already  given  alignment  of  the
      executive compensation arrangements to long-term benefits, it is  proposed
      that the remuneration system for the Management Board be orientated to the
      following principles. The detailed review of  these  principles  is  still
      ongoing; the Administration would, however, like  to  receive  suggestions
      from shareholders and garner an initial response to these principles  from
      the Annual General Meeting so that such views and opinions  may  be  given
      due consideration prior to finalization of the details.

       • Structure and amounts

         The structure and amounts of the emoluments accruing to the  Management
         Board are aligned to the  size  and  international  activities  of  the
         corporation, its economic and financial position, its  performance  and
         future prospects, the normal  levels  of  remuneration  encountered  in
         comparable companies and also the general compensation structure within
         the Corporation. The compensation package is further determined on  the
         basis  of  the  functions,  responsibilities  and  performance  of  the
         individual executives and the performance of the Management Board as  a
         whole. The variable compensation components have been devised such that
         they take into account both positive  and  negative  developments.  The
         remuneration mix is designed to be  internationally  competitive  while
         also providing an incentive for  ongoing  business  development  and  a
         sustainable increase in shareholder value within  a  dynamic  operating
         environment. The Supervisory Board of Henkel  Management  AG  regularly
         reviews the compensation arrangements applied to the Management Board.

         It is proposed that the remunerations of the members of the  Management
         Board be comprised  of  the  components  described  in  the  following,
         whereby the  target  compensation  amount  (total  compensation  amount
         excluding other emoluments and pension benefits) is to be  made  up  of
         around  30%  fixed  annual  salary  plus   short-term   and   long-term
         performance-related components, each of which should account for around
         35% of the total. This target compensation amount  is  supplemented  by
         other emoluments and pension benefits. The components in detail:

       • Fixed salary

         The annual non-performance-related fixed salary accounts for around 30%
         of the target compensation amount.  The  non-performance-related  fixed
         salary is paid on a monthly basis. It is determined on the basis of the
         functions, responsibilities and period of Management Board service  (in
         respect of both the former Henkel KGaA and the current Henkel AG &  Co.
         KGaA) of the recipients concerned, and prevailing market conditions.


       • Variable compensation

         The proportion  of  the  target  compensation  amount  related  to  the
         variable compensation is to be around 60%. The variable compensation is
         to be made up of an annual performance-related component which  account
         for around 35% of target compensation amount, and a long-term  variable
         component which accounts for around  25%  of  the  target  compensation
         amount and takes the form  of  an  investment  by  the  recipient  (own
         investment) in Henkel preferred shares with a minimum vesting period of
         three years.

      a) Determining the variable compensation

         The  primary  performance  metrics  used  to  determine  the   variable
         compensation are return on capital employed  (ROCE)  and  earnings  per
         preferred share (EPS) as generated in the year in question, both  being
         adjusted  for  exceptional  items.  The   further   factors   used   in
         establishing the variable compensation payable to the Management  Board
         member are: the Group results and the results of the relevant  business
         sector, the management demonstrated in the relevant business sector and
         the individual contribution made by the Management Board member.

         Depending on  the  level  of  target  achievement  ascertained  by  the
         Supervisory Board of Henkel Management AG, whereby due consideration is
         also  given  to  the  sustainability  of  the  business   success   and
         performance evidenced in the financial year under  review,  the  target
         amount is adjusted by a performance multiplier. In the  event  of  100%
         target achievement, the multiplier applied is 1.0.

         The variable compensation is also subject to an overall cap,  with  the
         result that the amount paid may only range between 0% and 250%  of  the
         target amount.

      b) Short-term and long-term components of the variable compensation

         The variable compensation amount is paid annually in arrears  once  the
         corporation´s annual financial statements have  been  approved  by  the
         Annual General Meeting. This triggers payment  of  around  60%  of  the
         variable  compensation  -  corresponding  to  a  share  of  the  target
         compensation amount  of  35%  -  in  cash.  For  the  remaining  40%  -
         corresponding to a share of the target compensation amount of 25% - the
         members of the Management Board acquire Henkel preferred shares on  the
         basis of the price prevailing on the date  of  their  acquisition  (own
         investment), said shares  having  been  placed  in  a  blocked  custody
         account with a three-year  drawing  restriction.  This  own  investment
         ensures that the members of the Management  Board  participate  through
         this portion of their compensation in the long-term performance of  the
         corporation.

       • Long-term incentive (LTI)

         The  long-term  incentive,  which  accounts  for  10%  of  the   target
         compensation amount, consists of a variable cash payment based  on  the
         long-term performance of the  corporation,  the  amount  payable  being
         determined by the increase registered in earnings per  preferred  share
         (EPS) over three consecutive years (the performance period).

         On  completion  of  the  performance  period,  the  degree  of   target
         achievement  is  ascertained  by  the  Supervisory  Board   of   Henkel
         Management AG on the  basis  of  the  increase  in  EPS  achieved.  The
         calculation  is  based  on  the  approved  and  endorsed   consolidated
         financial statements of the respective financial years as duly  audited
         and provided with an unqualified opinion, with  EPS  also  being  first
         adjusted for exceptional items.

         Depending on  the  level  of  target  achievement  ascertained  by  the
         Supervisory Board  of  Henkel  Management  AG,  the  target  amount  is
         adjusted by a performance multiplier.  In  the  event  of  100%  target
         achievement, the multiplier applied is 1.0. The LTI is also subject  to
         an overall cap with the result that the  amount  paid  may  only  range
         between 0% and 250% of the target amount.

       • Pension benefits

         The defined contribution pension system introduced on January  1,  2005
         for  new  members  of  the  Management  Board,  and  explained  in  the
         Remuneration Report on page 28 et seq. of the 2009 Annual Report, is to
         be retained. Once a covered event occurs, the beneficiaries  receive  a
         superannuation  lump-sum  payment  combined  with  a  continuing  basic
         annuity. The superannuation lump-sum payment  comprises  the  total  of
         annual contributions calculated on the basis of a certain percentage of
         the target compensation amount, this percentage being the same for  all
         members of the Management Board. The annual contributions depend  to  a
         certain degree on developments in the annual  total  cash  compensation
         paid in the financial year  in  question.  Any  vested  pension  rights
         earned within the corporation prior  to  the  executive´s  joining  the
         Management Board are taken into account as start-up units. The  defined
         contribution pension system ensures appropriate retirement and  welfare
         benefits while also incorporating a performance-related element.

       • Other emoluments

         The members of the Management Board also receive  other  emoluments  in
         the form of benefits  arising  out  of  standard  commercial  insurance
         policies and the provision of a company car.

       • Other regulatory provisions

         In the event of members of the Management Board taking retirement, they
         are entitled to continued payment of their remuneration for  a  further
         six months, but not beyond  the  month  of  their  65th  birthday.  The
         corporation maintains on behalf of members  of  management  bodies  and
         employees  of  Henkel  a  third-party  group  insurance   policy   (D&O
         insurance) protecting against consequential loss,  which  policy  shall
         also cover  members  of  the  Management  Board.  For  members  of  the
         Management Board there  is  an  own-risk  deductible  amounting  to  10
         percent per event up to a maximum of one-and-a-half times  their  fixed
         salary for losses occurring within a financial year.

      With  the  proportional  make-up  of  the  variable  compensation  package
      containing  a  long-term  component  and  with  the  long-term  incentive,
      recipients are provided with substantial motivation to pursue  sustainable
      long-term business development as  well  as  appropriate  reward  for  the
      performance achieved in a financial year.

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose that the above-detailed principles of  a  future
      compensation system for the members of the Management Board be approved.

  9. Resolution to adopt the amendment of Art. 19 (3), Art.  20  (1)  and  (4),
     Art. 21 (2) and (3) and Art. 23 (3) of the Articles of Association in line
     with the requirements of the Act  Implementing  the  Shareholders´  Rights
     Directive (ARUG)

      Through the Act Implementing the Shareholders´ Rights Directive (ARUG)  of
      July 30, 2009, the time limits under German company law  for  registration
      of  participation  in  the  Annual  General  Meeting  and  for  validating
      participation entitlement, and also the regulations governing the form  of
      powers of representation, the conduct of the Annual  General  Meeting  and
      the exercising of shareholder rights by electronic  means  have  all  been
      modified, as a result of which amendments to the Articles  of  Association
      have also become necessary. The ARUG also  opens  up  the  possibility  of
      postal voting.

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose that Art. 19 (3), Art. 20 (1) and (4),  Art.  21
      (2) and (3) and Art. 23 (3) of the Articles of Association be  amended  or
      supplemented as follows (amendments and supplements indicated in bold):

      aa)  19. Place and Convocation
           (3)   Unless an earlier date is legally permissible, the convocation
                of the General Meeting is announced by  a  notice  published  at
                least thirty days prior to the last date of registration as  per
                Article 20 (1) sentence 2. The date of convocation is not to  be
                included in the time limit.

      bb)   20. Participation Entitlement
           (1)   Only those shareholders shall be entitled  to  participate  in
                the General Meeting and to exercise voting rights  who  register
                in text form in either German or English within the  time  limit
                prior to the date of the General Meeting, and who validate their
                entitlement  to  participate  in  the  General  Meeting  and  to
                exercise their rights  to  vote  according  to  (2)  below.  The
                registration and means of validation must arrive at  the  office
                cited in the Notice of Convocation by the end of the  sixth  day
                prior to  the  date  of  the  General  Meeting.  The  Notice  of
                Convocation may impose a period shortened to a minimum of  three
                days prior to the General Meeting. The date  of  convocation  is
                not included in the time limit.

           (4)   Time limits and deadlines per Articles  19  and  20  shall  be
                calculated back from  the  non-inclusive  date  of  the  General
                Meeting.  If  the  end  of  the  time  limit  coincides  with  a
                Saturday, Sunday or a legally recognized public holiday  at  the
                Corporation´s domicile, this day shall also  be  counted;  there
                shall be no deferment to a previous or subsequent working day.

      cc)   21. Voting Rights
           (2)   The right to vote can be exercised by proxy.   The  assignment
                of the proxy, its revocation or cancelation, and verification of
                the power of representation to the Corporation must be  in  text
                form, notwithstanding Clause 135 AktG. The Notice of Convocation
                may stipulate a relaxation of this formal requirement.

           (3)    The  Personally  Liable  Partner  is  authorized  to   enable
                shareholders  to  cast  their  votes  in  writing   or   through
                electronic communications without attending the meeting  (postal
                vote).

      dd)   23. Chairperson, Attendance, Broadcast
           (3)   The person chairing the meeting can allow the proceedings at a
                General Meeting to be broadcast in full or in part in  audio  or
                video format; the broadcast may also be made fully accessible to
                the general public.  Where legally permissible,  the  Personally
                Liable Partner is also authorized to allow attendance and voting
                at the General Meeting via electronic communications.


 10.  Resolution  to  renew  authorization  to  purchase  and  appropriate  the
     Corporation´s own shares ("treasury stock") in accordance with  Clause  71
     (1) no.  8  AktG  and  to  exclude  the  pre-emptive  rights  of  existing
     shareholders

      Due to the expiry of the authorization resolved at the last Annual General
      Meeting, it is proposed  that  the  Personally  Liable  Partner  again  be
      authorized to purchase the Corporation´s own shares in the  market  or  by
      way of a public purchase offer. Pursuant to Clause 71 (1) no.  8  AktG  as
      amended by the Act Implementing the Shareholders´ Rights Directive (ARUG),
      the period of validity of the authorization shall be five years.

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose the following resolution:

      a) That the Personally Liable Partner be authorized in accordance  with
         Clause 71 (1) no. 8 AktG to purchase ordinary and/or  preferred  shares
         of the Corporation at any time up to April 18, 2015, in an amount up to
         10 percent of the capital stock of the Corporation at the time  of  the
         resolution in General Meeting or - if of lower value - of  the  capital
         stock of the Corporation at the time of each utilization of the present
         authorization, subject to the condition that the shares acquired on the
         basis of this authorization, together with  the  other  treasury  stock
         that the Corporation has already acquired or still holds, and which  is
         attributable to the Corporation in accordance with  §  71d  and  §  71e
         AktG, shall not at any time exceed 10 percent in total of  the  capital
         stock. The purchase may be limited to shares of one class.

         That the authorization may be exercised in whole or in  part,  once  or
         several times, individually or jointly by the Corporation or one of the
         companies dependent upon it as defined in Clause 17 AktG, or  by  third
         parties on behalf of the Corporation or said companies.

         That  the  authorization  to  purchase  the  Corporation´s  own  shares
         ("treasury stock") at any time up to  October  19,  2010,  approved  by
         resolution of the shareholders at the Annual General  Meeting  held  on
         April 20, 2009, be withdrawn with effect from the date  when  this  new
         authorization becomes operative.

      b) That purchases may be made, at  the  discretion  of  the  Personally
         Liable Partner, (1) in the market or (2) either by means  of  a  public
         offer of purchase addressed to all shareholders or by means of a public
         invitation to submit offers of sale (sale tenders).

         (1) If the shares are purchased in the  market,  the  consideration
             paid by the Corporation  (excluding  incidental  costs)  for  each
             share must not be more than 10 percent above or below the  opening
             price of Henkel shares of the  same  class  quoted  on  the  XETRA
             trading system (or a comparable successor system) of the Frankfurt
             Securities Exchange on  the  date  when  the  purchase  obligation
             arises.

         (2) In the case of purchase by means of a public offer of purchase,
             or a public invitation to submit offers of  sale  (sale  tenders),
             the Personally Liable Partner shall stipulate the  share  purchase
             price or the share purchase price spread. Where a  share  purchase
             price spread is stipulated, the final price  shall  be  determined
             from the declarations of acceptance or sale tenders received.  The
             public offer or the invitation to tender may include a time  limit
             for acceptance or submissions, certain  conditions  and  also  the
             proviso that the share  purchase  price  spread  may  be  adjusted
             during the time limit for acceptance  or  tender  submissions  if,
             following publication of the formal offer  or  the  invitation  to
             submit sale tenders, there  are  significant  movements  in  price
             during the time limit for acceptance or submissions.

             The consideration paid by the  Corporation  (excluding  incidental
             costs) for each share, or the share purchase  price  spread,  must
             not be more than 10 percent above or below the arithmetic  average
             of the closing prices of the  Corporation´s  shares  of  the  same
             class  quoted  on  the  XETRA  trading  system  (or  a  comparable
             successor system) of the Frankfurt Securities Exchange on the last
             five trading days prior to the date of  the  announcement  of  the
             offer or the invitation to submit sales tenders. In the case of an
             adjustment to the share purchase price, the relevant amount  shall
             be determined on the basis of the closing price of  Henkel  shares
             of the same class prevailing on the last trading  day  before  the
             final decision on the purchase price adjustment.

             The volume purchased may be limited. If, in the case of  a  public
             purchase offer or a public invitation to submit sale tenders,  the
             volume of the shares made available exceeds the envisaged buy-back
             volume, the purchase may then be effected on a pro-rata  basis  in
             accordance with the ratio of shares  offered  (tender  ratios)  in
             each case, rather than participation ratios. Provision may also be
             made for priority acceptance of smaller numbers of  shares  up  to
             100  of  the  shares  offered  for  purchase   or   tendered   per
             shareholder. In addition, the principles  of  commercial  rounding
             may be applied in order to avoid arithmetic fractions of shares.

      c)    Besides disposal in the market or by way of an  offer  addressed  to
         all shareholders, the Personally Liable Partner is authorized - subject
         to the approval of the Shareholders´ Committee and of  the  Supervisory
         Board - to use the Corporation´s own shares ("treasury stock") acquired
         on the basis of this or an earlier authorization as follows:

         (1) The Personally Liable Partner may offer and  transfer  treasury
             stock to third parties against benefits or contributions  in  kind
             for the purpose of forming business combinations or  of  acquiring
             businesses or participating interests in businesses.

          2) The Personally Liable Partner  may  sell  treasury  stock  against
             payment  in  cash,  provided  that  the  selling  price   is   not
             significantly less than the quoted market price of the  shares  on
             the date of the sale. In this case, the proportion of the  capital
             stock represented  by  the  shares  sold  on  the  basis  of  this
             authorization, together with the proportion of the  capital  stock
             represented by shares issued or sold during the period of validity
             of this authorization, with the  pre-emptive  rights  of  existing
             shareholders excluded through direct or corresponding  application
             of Clause 186 (3) sentence 4 AktG, must not exceed a total  of  10
             percent of the capital stock in existence  at  the  time  of  this
             authorization becoming operative or - if this  value  is  lower  -
             being  exercised.   Also  to  be  taken  into  account   in   this
             restriction  are  shares  that,  during  the  validity   of   this
             authorization,  are  used  to  service  bonds  with  warrants   or
             conversion rights or bonds that establish a conversion obligation,
             issued by the Corporation or one of the companies  dependent  upon
             it as defined in Clause 17 AktG, provided that these bonds were or
             are issued with the pre-emptive rights  of  existing  shareholders
             excluded pursuant to Clause 186 (3) sentence 4 AktG.

          3) The Personally Liable Partner  may  also  use  treasury  stock  to
             fulfill warrants or conversion rights or a  conversion  obligation
             granted on the issuance of bonds by the Corporation or one of  the
             companies dependent upon it as defined in Clause 17 AktG.

          4) The Personally Liable Partner may cancel  treasury  stock  without
             any further resolution in General  Meeting  being  required.  Such
             cancelation may be restricted to  a  portion  of  treasury  stock.
             Multiple use may be made of the authorization to  cancel  treasury
             stock. The  Personally  Liable  Partner  may  stipulate  that  the
             cancelation - rather  than  by  way  of  capital  reduction  -  is
             performed in a simplified process  without  capital  reduction  in
             that the  capital  stock  remains  unchanged  and  the  arithmetic
             proportion of the other shares relative to the  capital  stock  is
             increased in accordance with Clause 8  (3)  AktG.  The  Personally
             Liable Partner is, in such cases, authorized to adjust the  number
             of shares indicated in the Articles of Association.

    d)   In the event of the Corporation´s shares acquired on  the  basis  of
         this authorization being used for one or several of the purposes  cited
         under c), the pre-emptive rights of existing shareholders  to  treasury
         stock are excluded. Moreover, the Personally Liable Partner may, in the
         case of disposal of purchased treasury stock  under  the  terms  of  an
         offer addressed to all shareholders, exclude the pre-emptive rights  of
         existing shareholders in respect of fractional entitlements  -  subject
         to the approval of the  Shareholders´  Committee  and  the  Supervisory
         Board. Where treasury stock  is  to  be  sold  by  means  of  an  offer
         addressed to all shareholders, the Personally Liable Partner is further
         authorized - subject to the approval of the Shareholders´ Committee and
         of the Supervisory  Board  -  to  exclude  the  pre-emptive  rights  of
         existing shareholders to the extent necessary  in  order  to  grant  to
         bondholders with warrants or conversion rights or bonds that  establish
         a conversion obligation  issued  by  the  Corporation  or  one  of  the
         companies dependent upon it as defined in Clause 17  AktG,  pre-emptive
         rights to these shares in the amount to which said bondholders would be
         entitled in the event of exercising the warrant options  or  conversion
         rights or after fulfillment of the conversion obligation.


  11. Resolution to cancel the existing authorized capital amount and to  create
      a new  authorized  capital  amount  (Authorized  Capital  2010)  for  cash
      contributions with  the  option  of  excluding  pre-emptive  rights,  with
      corresponding amendment of the Articles of Association

      The authorized capital approved by the Annual General Meeting on April 10,
      2006 (Authorized Capital 2006) becomes invalid effective April 9, 2011. In
      order to ensure that the Corporation has appropriate authorized capital at
      its disposal at all times, the provision relating  to  Authorized  Capital
      2006 in Art. 6 (5) of the Articles of Association is to be canceled and  a
      new, corresponding Authorized Capital 2010 to be issued for  cash  created
      with  the  option  of  excluding  the  pre-emptive  rights   of   existing
      shareholders.

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose the following resolution:


      a) That the Personally Liable Partner  be  authorized  -  subject  to  the
         approval of the Shareholders´ Committee and the Supervisory Board -  to
         increase the capital stock of the Corporation during the  period  until
         April 18, 2015, by up to a nominal total of  25,600,000  euros  through
         the issuance for cash of new preferred shares with  no  voting  rights.
         The authorization may be utilized to the full extent allowed or once or
         several times in partial amounts.

         Existing shareholders shall essentially be granted  preemptive  rights.
         The  shares  are  to  be  transferred  to  banks  and  similar   credit
         institutions on condition that they be offered for purchase to existing
         shareholders. The Personally Liable Partner is, however,  authorized  -
         with the approval of the Shareholders´ Committee and of the Supervisory
         Board - to exclude the pre-emptive rights of existing shareholders

         - in order to dispose of any fractional amounts to  the  exclusion  of
           the pre-emptive rights of shareholders,

         - to the extent necessary  in  order  to  grant  to  bondholders  with
           warrants or conversion rights or bonds that establish  a  conversion
           obligation issued  by  the  Corporation  or  one  of  the  companies
           dependent upon it as defined in Clause 17 AktG,  pre-emptive  rights
           to new shares in the amount which said bondholders would be entitled
           in the event of exercising the warrant options or conversion  rights
           or after fulfillment of the conversion obligation,

         - if the issue price of the new shares is not significantly below  the
           quoted market price of the shares of the same class. In  this  case,
           the proportion of the capital stock represented by the  shares  sold
           on the basis of this authorization, together with the proportion  of
           the capital stock represented by shares issued or  sold  during  the
           period of validity  of  this  authorization,  with  the  pre-emptive
           rights  of  existing  shareholders  excluded   through   direct   or
           corresponding application of Clause 186 (3) sentence  4  AktG,  must
           not exceed a total of 10 percent of the capital stock  in  existence
           at the time of this authorization becoming operative or  -  if  this
           value is lower - being exercised.  Also to be taken into account  in
           this restriction are  shares  that,  during  the  validity  of  this
           authorization, are used to service bonds with warrants or conversion
           rights or a conversion obligation, issued by the Corporation or  one
           of the companies dependent upon it as defined  in  Clause  17  AktG,
           provided that these bonds were or are issued  with  the  pre-emptive
           rights of existing shareholders excluded pursuant to Clause 186  (3)
           sentence 4 AktG.

         That the Personally Liable Partner  be  authorized  -  subject  to  the
         approval of the Shareholders´ Committee and the Supervisory Board -  to
         stipulate the further specifics of the share rights and the  conditions
         of share issue (Authorized Capital 2010).

      b) With cancelation of the existing authorization, the previous Authorized
         Capital 2006 per Art. 6 (5) of the Articles of  Association  is  to  be
         canceled and Art. 6 (5) of the Articles of Association is to be amended
         as follows:

         "(5) The Personally Liable Partner is authorized -  subject  to  the
              approval of the Shareholders´ Committee and the Supervisory Board
              - to increase the capital stock of  the  Corporation  during  the
              period until April  18,  2015,  by  up  to  a  nominal  total  of
              25,600,000 euros through the issuance for cash of  new  preferred
              shares with no voting rights. The authorization may  be  utilized
              to the full extent allowed or once or several  times  in  partial
              amounts.

              Existing shareholders shall  essentially  be  granted  preemptive
              rights. The shares are to be transferred  to  banks  and  similar
              credit  institutions  on  condition  that  they  be  offered  for
              purchase to existing shareholders. The Personally Liable  Partner
              is, however, authorized - with the approval of the  Shareholders´
              Committee and of the Supervisory Board  -  to  exclude  the  pre-
              emptive rights of existing shareholders,

               - in order to dispose of any fractional amounts to the  exclusion
                 of the pre-emptive rights of shareholders, 
- to the extent necessary in order to grant to  bondholders  with
                 warrants  or  conversion  rights  or  bonds  that  establish  a
                 conversion obligation issued by the Corporation or one  of  the
                 companies dependent upon it as defined in Clause 17 AktG,  pre-
                 emptive  rights  to  new  shares  in  the  amount  which   said
                 bondholders would be entitled in the event  of  exercising  the
                 warrant options or conversion rights or  after  fulfillment  of
                 the conversion obligation,

               - if the issue price of the new shares is not significantly below
                 the quoted market price of the shares of  the  same  class.  In
                 this case, the proportion of the capital stock  represented  by
                 the shares sold on the basis of  this  authorization,  together
                 with the proportion of the capital stock represented by  shares
                 issued  or  sold  during  the  period  of  validity   of   this
                 authorization,  with  the  pre-emptive   rights   of   existing
                 shareholders   excluded   through   direct   or   corresponding
                 application of Clause 186 (3) sentence 4 AktG, must not  exceed
                 a total of 10 percent of the capital stock in existence at  the
                 time of this authorization becoming  operative  or  -  if  this
                 value is lower -  being  exercised.   Also  to  be  taken  into
                 account  in  this  restriction  are  shares  that,  during  the
                 validity of this authorization, are used to service bonds  with
                 warrants or  conversion  rights  or  a  conversion  obligation,
                 issued by the Corporation or one  of  the  companies  dependent
                 upon it as defined in Clause 17 AktG, provided that these bonds
                 were or are issued with  the  pre-emptive  rights  of  existing
                 shareholders excluded pursuant to Clause  186  (3)  sentence  4
                 AktG.

              The Personally Liable Partner is  authorized  -  subject  to  the
              approval of the Shareholders´ Committee and the Supervisory Board
              - to stipulate the further specifics of the share rights and  the
              conditions of share issue (Authorized Capital 2010)."

      c) The Personally Liable  Partner  is  instructed  only  to  register  the
         resolutions per a) and b) above regarding the  creation  of  Authorized
         Capital 2010 and the cancelation of Authorized Capital 2006 subject  to
         the condition that Authorized Capital 2006 shall only be canceled  once
         the new Authorized Capital 2010 has been registered.

      d) The Supervisory Board is authorized to amend Articles 5 and  6  of  the
         Articles of Association in accordance with the level of utilization  of
         Authorized Capital 2010 and on expiry of the authorization validity.


  II. Reports and supplementary information relating to the agenda items

  1.  Report to the Annual General Meeting in respect of Item 10 on the
      Agenda,as required by Clause71(1)no. 8 and Clause 186(4)sentence 2 of the
      German Stock Corporation Act (AktG)

      The authorization proposed under Agenda Item 10 relates to the purchase of
      the Corporation´s own shares  ("treasury  stock").  The  authorization  to
      purchase the Corporation´s own shares, which was approved  at  the  Annual
      General Meeting held on April 20, 2009 under Item 12  on  the  Agenda  for
      that meeting, is only valid until October 19, 2010. It therefore  requires
      renewal, as does the authorization to dispose of shares in other ways,  as
      permitted under Clause 71 (1) no. 8 sentence 5 AktG, and the authorization
      to cancel shares as permitted under Clause 71 (1) no. 8 sentence  6  AktG.
      According to the new Clause 71 (1) no. 8 sentence 6 AktG as amended by the
      Act  Implementing  the  Shareholders´   Rights   Directive   (ARUG),   the
      authorization  should  remain  valid  for   five   years.   The   proposed
      authorization  will  enable  the  Corporation  to  realize  the   benefits
      associated with the acquisition of its own shares in the interests of  the
      Corporation and its shareholders.

      The authorization relates to the purchase of both ordinary  and  preferred
      shares. The purchase may be limited to shares of one class.

      As permitted under Clause 71 (1) no. 8 AktG, other forms of  purchase  and
      disposal may be applied in addition to the typical method of purchase  and
      disposal in the market. Thus, treasury stock may also be acquired by means
      of a public offer addressed to the shareholders or by public invitation to
      submit sales tenders. In these cases, the shareholders may decide how many
      shares they wish to sell and,  in  the  event  of  a  price  spread  being
      stipulated, at which price they wish to sell.

      In  acquiring  the  Corporation´s  own  shares,  the  principle  of  equal
      treatment as defined in Clause 53a  AktG  must  be  upheld.  The  proposed
      acquisition of the shares in the market or by way of a public offer  or  a
      public invitation  to  submit  sales  tenders  is  in  keeping  with  this
      principle. Inasmuch as the number of shares offered  or  tendered  exceeds
      the envisaged number of shares, purchase or acceptance may be effected  on
      a pro-rata basis. The purchase may then be effected on a pro-rata basis in
      accordance with the ratio of shares offered (tender ratios) in each  case,
      rather than participation ratios, as this enables the  purchasing  process
      to be technically managed on a commercially  sound  basis.  Allowing  pre-
      emptive claims to smaller  numbers  of  up  to  100  shares  tendered  per
      shareholder also serves to simplify the process. Applying  the  principles
      of commercial rounding avoids  the  problem  of  arithmetic  fractions  of
      shares.

      The shares thus acquired as treasury stock may be  used  for  all  legally
      permissible purposes including in particular, to the exclusion of the pre-
      emptive rights of existing shareholders, those indicated hereinafter:

      The proposed resolution includes the grant of authorization to  offer  and
      transfer the  shares  purchased  to  third  parties  against  benefits  or
      contributions  in  kind,  in  particular  for  the  purpose  of  acquiring
      businesses, parts of businesses or participating interests  in  businesses
      or for forming business combinations.

      Treasury  stock  is  an  important  instrument  as  acquisition  currency.
      International  competition  and  the  process  of  business  globalization
      increasingly  demand  that  a  company´s  treasury  stock   be   used   as
      consideration for the acquisition of other businesses, parts of businesses
      or  participating  interests  in  businesses  or  for   forming   business
      combinations. The granting of treasury stock can  be  a  useful  means  of
      providing consideration as it protects the liquidity of  the  company  and
      avoids the tax disadvantages arising from the fiscal regulations in  force
      in certain countries. The authorization proposed here for transferring the
      shares purchased is therefore intended  to  place  the  Corporation  in  a
      position of being able to  make  the  most  of  opportunities  to  acquire
      businesses or participating interests therein rapidly and  in  a  flexible
      manner as such opportunities arise, and  particularly  without  having  to
      wait the often unfeasible  time  required  for  a  resolution  in  General
      Meeting. In addition to business acquisitions, the  authorization  may  in
      particular be used for the acquisition of receivables  (loans  and  bonds)
      against the Corporation or against companies dependent upon it and thus to
      a reduction in external debt. Whether, in individual cases, treasury stock
      or - if applicable - shares from authorized capital  are  to  be  used  is
      decided upon by the Personally Liable  Partner  taking  into  account  the
      interests of the shareholders  of  the  Corporation.  In  determining  the
      valuation ratios, the Personally Liable Partner shall consider the  market
      price of the relevant Henkel shares; there is no schematic link  with  the
      market price so that negotiation results, once achieved, cannot be put  in
      question by possible fluctuations in the market price. There are currently
      no definite plans to use this authorization.

      The resolution also proposes that Management  likewise  be  authorized  to
      sell any treasury stock purchased to third parties against payment in cash
      in a process other than in the market or by way of an offer  addressed  to
      all shareholders, with exclusion of the  pre-emptive  rights  of  existing
      shareholders as permitted  under  Clause 186  (3)  sentence  4  AktG.  The
      authorization serves the purpose of ensuring that the  Corporation  always
      has adequate equity at its disposal, enabling it to  respond  quickly  and
      effectively to favorable stock exchange developments. The  investment  and
      financial interests of shareholders are suitably safeguarded  by  such  an
      approach. The authorization ensures that the  proportion  of  the  capital
      stock represented by the shares sold on the basis of such  authorizations,
      together with the proportion of the capital  stock  represented  by  other
      shares  issued  or  sold  during  the   period   of   validity   of   such
      authorizations, with  the  pre-emptive  rights  of  existing  shareholders
      excluded through direct or corresponding application  of  Clause  186  (3)
      sentence 4 AktG, cannot exceed a total of 10 percent of the capital  stock
      in existence at the time of this authorization becoming operative or -  if
      this value is lower - being exercised.  Also to be taken into  account  in
      this  restriction  are  shares  that,  during   the   validity   of   this
      authorization, are used to  service  bonds  with  warrants  or  conversion
      rights or a conversion obligation, issued by the Corporation or one of the
      companies dependent upon it as defined in Clause 17  AktG,  provided  that
      these bonds were or are issued with the  pre-emptive  rights  of  existing
      shareholders  excluded  pursuant  to  Clause  186  (3)  sentence  4  AktG.
      Moreover, the shares may only be sold at a price that is not significantly
      below the prevailing market  price.  The  sale  price  is  only  finalized
      shortly before the sale. Management will endeavor to keep any discount  on
      the quoted price as small as possible, taking into account the  prevailing
      market conditions. Limiting the number of shares sold  and  requiring  the
      selling  price  to  be  fixed  close  to  the  market  price  ensure  that
      shareholders are adequately protected against the value  of  their  shares
      becoming diluted. There are  currently  no  definite  plans  to  use  this
      authorization.

      The Corporation shall also be permitted to use the treasury stock acquired
      in accordance with this authorization in  order  to  satisfy  warrants  or
      conversion rights granted by the  Corporation  or  one  of  the  companies
      dependent upon it as defined in Clause 17 AktG.  It may be advantageous to
      use treasury stock,  either  in  part  or  in  whole,  instead  of  shares
      generated from a corresponding capital increase in order  to  satisfy  the
      ensuing rights to acquire Henkel shares. The exclusion of the  pre-emptive
      rights of existing shareholders would be a necessary prerequisite in  such
      a process. The authorization also creates  a  facility  whereby  the  pre-
      emptive rights of existing shareholders may be selectively excluded in the
      event of a sale of shares by means  of  an  offer  addressed  to  existing
      shareholders, in favor of the  bondholders  with  warrants  or  conversion
      rights or bonds that establish a conversion obligation. This  creates  the
      possibility whereby, on the issuance of bonds with warrants or  conversion
      rights or bonds that establish a conversion obligation, purchasers can  be
      granted a pre-emptive right  to  shares  as  protection  against  dilution
      rather than being offered a reduction in the warrant or conversion  price.
      This can facilitate a larger flow of funds to the Corporation.

      Finally, the Personally Liable Partner is to be authorized, in the case of
      disposal of treasury stock under the terms of an offer of  sale  addressed
      to all shareholders, to exclude the pre-emptive rights of shareholders  in
      respect of fractional entitlements  -  subject  to  the  approval  of  the
      Shareholders´ Committee and the Supervisory Board. This  is  necessary  in
      order to enhance technical efficiency in the disposal of acquired treasury
      stock by way of such an offer to shareholders. The free fractional amounts
      of treasury stock excluded from the pre-emptive rights of the shareholders
      shall be disposed of to the best  possible  effect  for  the  Corporation,
      either by sale in the market or by some other process.

      Such shares purchased may be  canceled  by  the  Corporation  without  any
      further resolution in General Meeting being  required.  Cancelation  shall
      either be effected by  way  of  capital  reduction  or,  as  permitted  by
      Clause 237 (3) no. 3  AktG,  using  the  simplified  process  whereby  the
      capital stock remains unchanged by increasing the proportion of the  other
      shares relative to the capital stock pursuant to Clause 8  (3)  AktG.  The
      Personally Liable Partner is to be authorized in such cases to  amend  the
      Articles of Association with respect  to  the  change  in  the  number  of
      individual shares.

      The authorization to dispose of treasury  stock  covers  shares  that  are
      purchased on the basis of this proposed resolution and those purchased  on
      the basis of authorizations previously  approved  and  passed  in  earlier
      General Meetings. In  the  event  that  the  authorization  is  used,  the
      Personally Liable Partner shall  inform  the  subsequent  General  Meeting
      thereof. 
2.  Report by the Personally Liable Partner to  the  Annual  General  Meeting
      pursuant to Clause 203 (2) sentence 2 and Clause 186 (4) sentence  2  AktG
      in respect of Item 11 of the agenda

      The proposal before the Annual General Meeting  is  that  it  approve  the
      creation of an Authorized Capital 2010 totaling up to a nominal 25,600,000
      euros through the issuance of new non-voting preferred shares.  This  will
      take the place of the existing and as yet  unutilized  Authorized  Capital
      2006 and ensure that the Corporation can cover a  corresponding  financial
      requirement quickly and flexibly.

      In the event of utilization of Authorized Capital 2010, whether in one  or
      several partial amounts, such  utilization  shall  not  exceed  the  total
      nominal amount of 25,600,000  euros.  The  proposed  total  of  Authorized
      Capital 2010 would, if utilized in  full,  increase  the  current  capital
      stock by approximately 5.85 percent.

      Existing shareholders will, in the  event  of  utilization  of  Authorized
      Capital 2010, in principle retain pre-emptive rights of purchase. However,
      the proposed authorization provides the Personally Liable Partner with the
      option - subject to the approval of the Shareholders´  Committee  and  the
      Supervisory Board - of excluding such pre-emptive  rights  in  respect  of
      fractional entitlements. The  purpose  of  the  exclusion  of  pre-emptive
      rights in respect of fractional amounts is to  facilitate  efficiency  and
      the practical management of disposal based on  rounded  entitlements.  The
      free fractional amounts of new shares excluded from the pre-emptive rights
      of the shareholders shall be disposed of to the best possible  effect  for
      the Corporation, either by sale in the market or by some other process.

      The possibility of exclusion of pre-emptive rights  is  also  required  so
      that, to the extent necessary, creditors/holders of bonds with warrants or
      conversion rights or bonds that establish a conversion obligation  may  be
      granted  pre-emptive  rights  to  new  shares  where  stipulated  in   the
      conditions  of  issue  underlying  such  bonds.  In  order  to  facilitate
      placement in the capital market, such bonds are  regularly  provided  with
      anti-dilution protection so that creditors/holders of the bonds  concerned
      are granted a pre-emptive right to  purchase  shares  subsequently  issued
      corresponding  to  the  pre-emptive  entitlement  of   shareholders.   The
      creditors/holders  are  therefore  treated  as   if   they   are   already
      shareholders.  In  order  to  provide  bonds   with   such   anti-dilution
      protection, the pre-emptive rights of existing shareholders to such shares
      must be excluded. This facilitates bond placement and therefore serves the
      interests of shareholders in that the  Corporation´s  financial  structure
      can be appropriately optimized.

      It should also be possible to exclude pre-emptive rights - subject to  the
      approval of the Shareholders´ Committee and the Supervisory Board  -  when
      the shares are issued at  a  price  not  significantly  below  the  market
      quotation. Exclusion allows placement close to market price  so  that,  in
      the interest of strengthening the Corporation´s  equity  base,  the  usual
      market price discount associated with  a  rights  issue  is  avoided.  The
      investment  and  financial  interests   of   shareholders   are   suitably
      safeguarded by such an approach.  The  authorization  ensures  that,  even
      together with other similar authorizations, not more than a  total  of  10
      percent  of  the  capital  stock  in  existence  at  the  time   of   this
      authorization becoming operative or - if  this  value  is  lower  -  being
      exercised can be issued or sold with the pre-emptive  rights  of  existing
      shareholders excluded  through  direct  or  corresponding  application  of
      Clause 186 (3) sentence 4 AktG. Also to be taken into account in  this  10
      percent  restriction  are  shares  that,  during  the  validity  of   this
      authorization, are used to  service  bonds  with  warrants  or  conversion
      rights or a conversion obligation, issued by the Corporation or one of the
      companies dependent upon it as defined in Clause 17  AktG,  provided  that
      these bonds were or are issued with the  pre-emptive  rights  of  existing
      shareholders excluded pursuant to Clause  186  (3)  sentence  4  AktG.  In
      utilizing this authorization, the Personally Liable Partner shall endeavor
      to keep the market price discount as low as possible, taking into  account
      the market conditions prevailing at the time of placement.

      This stipulation ensures that, in keeping with statutory requirements, due
      consideration is given to the need to provide anti-dilution protection  of
      the investment of existing shareholders. According to  statute,  exclusion
      of pre-emptive rights is permitted for up to 10  percent  of  the  capital
      stock under these conditions. This limit will not be  exceeded  with  this
      authorization, even if fully  utilized  with  the  pre-emptive  rights  of
      existing  shareholders  excluded.  10  percent  of   the   capital   stock
      corresponds to 43,795,875 euros, and the proposed  framework  with  up  to
      25,600,000 euros corresponding to  25,600,000  new  preferred  shares,  is
      substantially  below  that  figure.  At  the  same  time,   the   proposed
      authorization   ensures   that,   even   together   with   other   similar
      authorizations, the amount of shares issued with the pre-emptive rights of
      existing shareholders excluded cannot exceed the maximum arithmetic  ratio
      of 10 percent of the capital stock. Because the issue price  for  the  new
      shares is to be close to the market quotation, every shareholder will have
      the opportunity of purchasing new shares under almost the same conditions,
      in order to maintain their shareholding  ratio.  Given  the  liquidity  of
      Henkel preferred shares in the market, there is  constant  opportunity  to
      purchase additional shares via the stock exchange.

      There are currently no definite plans to use this authorization.  However,
      anticipating decisions  with  the  possibility  of  excluding  pre-emptive
      shareholder  rights  are  permissible  and   are   common   national   and
      international practice. The Personally Liable Partner will  in  all  cases
      carefully consider  whether  to  exercise  the  authorization  to  utilize
      Authorized Capital 2010 or to increase the capital stock with exclusion of
      the pre-emptive rights of existing shareholders, and whether  such  action
      is in the interests of the Corporation.  The  Supervisory  Board  and  the
      Shareholders´ Committee will only give the  necessary  approval  to  allow
      utilization of Authorized Capital 2010 and exclusion  of  the  pre-emptive
      rights of existing shareholders where they too are convinced that this  is
      in the interests of the Corporation.

      In consideration of all these circumstances it can be safely assumed  that
      authorization to exclude pre-emptive rights under the conditions cited  is
      necessary, appropriate for and commensurate with  the  objectives  pursued
      and is in entirely in the interests of the Corporation.

      The Personally  Liable  Partner  will  inform  General  Meeting  of  every
      utilization of Authorized Capital 2010. 

III. Further details relating to the Notice of Convocation

1. Documents available for examination

Once  the  Annual  General  Meeting  has  been  announced,  the  following
      documents relating  to  Agenda  Items  1  and  2  will  be  available  for
      examination by shareholders at the business premises of Henkel  AG  &  Co.
      KGaA, Henkelstrasse 67, 40589 Düsseldorf, Germany:

         •  Annual  financial   statements,   consolidated   annual   financial
           statements,  management  reports  for  the  Company  and  the  Group
           including  the   corporate   governance/corporate   management   and
           remuneration reports, the report of the Supervisory Board,  and  the
           proposal of the  Personally  Liable  Partner  for  appropriation  of
           profit

      The above documents are  available  via  the  internet  (www.henkel.de/hv;
   www.henkel.com/agm) and will also be made available at the Annual  General
      Meeting of Henkel AG & Co. KGaA.  The  same  applies  to  this  Notice  of
      Convocation.

  2.  Total number of shares and voting rights

      At the time of convocation of the  Annual  General  Meeting,  the  capital
      stock of the Corporation amounted to 437,958,750 euros.  This  is  divided
      into a total  of  437,958,750  bearer  shares  of  no  par  value  with  a
      proportional nominal value of 1.00 euros each, of  which  259,795,875  are
      ordinary shares carrying the same number of voting rights, and 178,162,875
      are preferred shares with no voting rights. According to  Clause  140  (2)
      sentence 1 AktG, preferred shares with no voting right cannot be  used  to
      vote in the Annual General Meeting.

  3.  Conditions  of  participation  in  the  Annual  General  Meeting  and  of
      exercising voting rights

      In accordance with Art. 20 of the  Articles  of  Association,  only  those
      shareholders who, no later than the end of the sixth day prior to the  day
      of the Annual General Meeting (excluding the date of said  meeting),  that
      is, pursuant to Clause 123 (2) of the German Stock Corporation Act (AktG),
      by the end of April 12,  2010,  transmit  to  the  Corporation  a  written
      validation issued by their depositary bank confirming ownership of  shares
      shall be entitled to attend  the  Annual  General  Meeting  (ordinary  and
      preferred shares) and to exercise voting rights  (ordinary  shares  only).
      This validation should be sent to the following address:

      Registration office:
      Henkel AG & Co. KGaA
      c/o Commerzbank AG
      WASHV dwpbank AG
      Wildunger Straße 14
      60487 Frankfurt am Main
      Fax: +49 (0) 69/5099-1110
      E-mail: hv-eintrittskarten@dwpbank.de

      Proof of share ownership must relate to the start of the 21st day prior to
      the Annual General Meeting (Record Date), that is,  to  the  beginning  of
      March 29, 2010. In the case of shares not held in a securities  depositary
      managed by a bank or a financial  services  institution  at  the  relevant
      time, certification of share ownership may be provided by the  Corporation
      or by a notary, by a bank for the  central  depositary  of  securities  or
      another bank or financial services institution.

      The registration and validation documentation must be in either German  or
      English. A text format is sufficient for validation purposes.

      The Record Date is the cutoff date for  determining  share  ownership  for
      participation in the Annual General Meeting and exercising voting  rights.
      Pursuant to Clause 123 (3) sentence 6 AktG as related to  the  Corporation
      in respect of participation in the  Annual  General  Meeting  (holders  of
      ordinary and holders of preferred shares)  and  exercising  voting  rights
      (holders of ordinary shares only), only shareholders  who  have  validated
      share ownership as of the Record Date will be recognized as such.  In  the
      event of doubt as to the correctness or authenticity  of  the  validation,
      the Corporation is entitled to demand a further suitable means  of  proof.
      If this means of proof is not forthcoming,  or  is  not  provided  in  the
      appropriate form, the Corporation may refuse participation in  the  Annual
      General Meeting and the exercising of voting rights.

      Shares will not be frozen as a  result  of  registration  for  the  Annual
      General Meeting; shareholders can therefore dispose  of  their  shares  as
      they wish following registration.

      On receipt registration and of validation of their  ownership  of  shares,
      the shareholders concerned will be sent admission  cards  for  the  Annual
      General Meeting by the Registration Office. In order to ensure the  timely
      receipt of these admission cards, we request that  shareholders  intending
      to attend the Annual General Meeting request an admission card from  their
      depositary bank at the earliest possible time. The requisite  registration
      and certification of share ownership will  then  be  carried  out  by  the
      depositary bank.

      To ensure efficient organization of the Annual General Meeting, we request
      that you register early, and that  you  only  register  if  you  seriously
      intend to participate in the Annual General Meeting. Each shareholder will
      only be issued one admission card for the Annual General Meeting.


  4.  Voting and proxy voting procedures

      Only ordinary shareholders are entitled to  vote  at  the  Annual  General
      Meeting. Ordinary shareholders who do not want to  participate  personally
      at the Annual General Meeting can appoint a  representative  (proxyholder)
      to attend on their behalf and exercise their voting rights. In  this  case
      too, it is essential that registration be completed and that  verification
      of the shareholding be duly presented in good time.

      The assignment of a proxy, its revocation/cancelation and verification  of
      such power of representation to the  Corporation  must  be  in  text  form
      unless otherwise stipulated below.

      Proxy forms are sent to shareholders together with their  admission  card.
      Shareholders  can  assign  power  of  representation   to   their   chosen
      proxyholders by signing the proxy form and passing it  to  their  assigned
      representative who, on presentation of said form  at  the  Annual  General
      Meeting, will receive in exchange for the admission card form, voting card
      documents.

      When assigning powers of representation to banks, similar institutions  or
      corporate entities (Clause 135 (10) and Clause 125 (5)  AktG)  or  persons
      pursuant  to  Clause  135  (8)  AktG,  and   in   particular   shareholder
      associations, there are  usually  certain  formalities  that  need  to  be
      observed which the assignor will need to establish individually  with  the
      assignee.

      As usual, we also offer our ordinary  shareholders  the  option  of  being
      represented at the Annual General Meeting by proxyholders nominated by the
      Corporation. Ordinary shareholders wishing to  avail  themselves  of  this
      facility require for this purpose an admission card to the Annual  General
      Meeting to which a corresponding proxy form is attached.

      Insofar as proxyholders nominated by the Corporation are to be vested with
      this  authority  of  representation,  a  proxy  must  be  issued  by   the
      shareholder concerned together with special instructions  as  to  how  the
      voting rights are to be exercised.  Without such instructions,  the  proxy
      is invalid. The proxyholders are obliged to cast the votes  as  instructed
      and may not exercise voting  rights  at  their  own  discretion.  Ordinary
      shareholders wishing to avail themselves  of  this  facility  must  submit
      their completed and signed proxy form to the address given  in  the  proxy
      form by April 15, 2010 at the latest. Please note that proxyholders cannot
      accept instructions to speak, lodge appeals against Annual General Meeting
      resolutions, ask questions or propose motions.

      Proxies (powers of representation) and instructions  can  also  be  issued
      electronically via the internet subject to compliance with the  procedures
      laid down by the Corporation.

      Further details on  participation  in  the  Annual  General  Meeting,  the
      assignment of proxies and the issuance of instructions, can be found in  a
      separate leaflet which is sent to shareholders together with the admission
      card. The corresponding information is  also  available  on  the  internet
      (www.henkel.de/hv; www.henkel.com/agm). 

5. Partial webcast of the Annual General Meeting via the internet

The opening of the Annual General Meeting by the Chairman of  the  Meeting
      and also the address given by the Chairman of the Management Board can  be
      followed live via the internet by anyone wishing to do so.

  6.  Additional agenda item proposals requested  by  a  minority  pursuant  to
      Clause 122 (2) AktG

      Shareholders,  i.e.  ordinary   and/or   preferred   shareholders,   whose
      shareholdings together equate to a proportional share of the capital stock
      equivalent to 500,000 euros - corresponding  to  500,000  ordinary  and/or
      preferred shares or a combination of the two classes -  can  request  that
      items be included on the agenda and announced accordingly. Such a  request
      must be submitted to  the  Management  Board  and  must  be  sent  to  the
      Corporation at least 30 days prior to the Annual General Meeting using the
      address indicated under no. 7 below. The date of receipt is  not  included
      in the time limit, which means that the request must arrive by the end  of
      March 19, 2010 (24:00 hours/12 a.m.).  Applicants  shall  be  required  to
      verify that they have been holders of the shares for at least three months
      prior to the request and that they will keep the shares until the decision
      on their request has been made. The request must also be accompanied by  a
      justification or proposal for resolution with respect to each  new  agenda
      item. In the event that shareholders submit a request  for  inclusions  of
      items on the agenda in accordance with the conditions above,  these  will,
      immediately on receipt, be announced in the same  way  as  the  Notice  of
      Convocation.

  7.  Counter-proposals and nominations for election by  shareholders  pursuant
      to Clause 126 (1) and Clause 127 AktG

      Shareholders, i.e.  ordinary  and/or  preferred  shareholders  can  submit
      counter-proposals in relation to proposals  submitted  by  the  Personally
      Liable Partner, the Supervisory Board or the  Shareholders'  Committee  on
      individual agenda items (Clause 126 AktG) and may also propose  candidates
      for  election  as  members  of  the  Supervisory  Board  or  Shareholders´
      Committee;  they  may  likewise  propose  candidates  for  appointment  as
      auditors.

      According to Clause 126  (1)  AktG,  counter-proposals  from  shareholders
      together with the name of  the  shareholder,  the  justification  and  any
      comments by the Administration are to be published  on  the  Corporation´s
      website, where the shareholder has, at least 14 days before  the  date  of
      the General Meeting of the Corporation,  sent  to  the  address  indicated
      below a counter-proposal with its justification against a proposal made by
      the Management concerning a specific agenda item. The date of  receipt  is
      not included in this time limit. A counter-proposal and its  justification
      do not need to be announced in cases  where  one  of  the  exclusions  per
      Clause 126 (2) AktG applies. The justification also does not  need  to  be
      announced if it contains more than a total of 5,000 characters.

      Proposals for elections submitted by shareholders according to Clause  127
      do not need to be accompanied by a justification. In  all  other  matters,
      the conditions and provisions for announcement/publication of  shareholder
      proposals/motions  are  as  duly  stipulated  in  Clause  126  AktG.   The
      Management is also  not  required  to  announce  candidates  proposed  for
      election where such proposal does not  contain  the  information  required
      according to Clause 124 (3) sentence 3 and Clause 125 (1) sentence 5  AktG
      (name, profession practiced, place of abode, membership in other statutory
      supervisory boards or comparable domestic or foreign oversight  bodies  or
      committees).

      Any  motions,   counter-proposals   (with   justification)   or   election
      nominations by shareholders - pursuant to Clause 126 (1)  and  Clause  127
      AktG - should be exclusively submitted to:

      Henkel AG & Co. KGaA
      - Hauptversammlung 2010 -
      Investor Relations
      Henkelstr. 67
      40589 Düsseldorf
      Fax: 0211 / 798 - 2863
      E-mail: investor.relations@henkel.com

      Motions, counter-proposals (with justification) or election nominations by
      shareholders  requiring  announcement  will,  on  receipt,  be   published
      together with the name of the proposing shareholder on  the  Corporation´s
      website (www.henkel.de/hv; www.henkel.com/agm). Motions, counter-proposals
      or nominations for election received at the address indicated below by the
      end of April 4, 2010 (24:00 hours/12 a.m.) will be published. Any response
      from Management will likewise be published on the web address indicated.

      Shareholders are requested to validate their ownership of  shares  at  the
      time of submitting the motion.

  8.  Information rights of shareholders

      According to Clause 131 (1) AktG, each shareholder, i.e. whether a  holder
      of ordinary or preferred shares, may in the Annual General Meeting require
      of  the  Personally  Liable  Partner  that  it  provide   information   on
      Corporation matters, the legal and business relations of  the  controlling
      company with affiliated entities, and the position of  the  Group  and  of
      companies included in the consolidated financial  statements,  where  such
      information is necessary in appraising an item on the agenda.

  9.  Publication of the Notice of Convocation of the Annual General Meeting

      The Notice of Convocation of the Annual General Meeting was  published  in
      the electronic Federal Gazette on February 25,  2010  and  transmitted  to
      other media also for publication, whereby  it  can  be  assumed  that  the
      information has been disseminated throughout the European Union. 

Düsseldorf, February 2010

Henkel AG & Co. KGaA

Henkel Management AG (Personally Liable Partner)

Management Board

____________________________________________________________________


      Notice of Convocation of the

      Extraordinary Meeting of Preferred Shareholders


      Henkel AG & Co. KGaA, Düsseldorf

      Securities ID Numbers:
      |Preferred shares |604 843      |


      International Securities Identification Numbers:
      |Preferred shares |DE 0006048432       | 
The preferred shareholders of our Corporation
      are hereby invited to attend the
      Extraordinary Meeting of
      Preferred Shareholders
      to start at the earliest at 12.30 p.m.
      following the Annual General Meeting
      Monday, April 19, 2010,
      to be held in the
      Congress Center Düsseldorf,
      CCD-Stadthalle entrance,
      Rotterdamer Straße 141,
      40474 Düsseldorf, Germany 
I.           A G E N D A


      1.    Announcement of the resolution of  the  Annual  General  Meeting  of
           April 19, 2010 to cancel the existing authorized capital amount  and
           to create a new authorized capital amount (Authorized Capital  2010)
           to be issued for cash  with  the  option  of  excluding  pre-emptive
           rights, with corresponding amendment of the Articles of Association

           Pursuant to the regulations of the AktG the resolution of the Annual
           General Meeting concerning the Authorized Capital 2010 must be  made
           available to the Extraordinary Meeting  of  Preferred  Shareholders.
           Approval to this resolution is subject of item 2 of this Agenda:

           Item 11 on the Agenda of the  Annual  General  Meeting  convened  on
           April 19, 2010, scheduled to start at 10.00 a.m. and the  associated
           resolution proposed by the Personally Liable Partner  including  the
           respective report read as follows:


           "11.  Resolution to cancel the existing  authorized  capital  amount
                and to  create  a  new  authorized  capital  amount  (Authorized
                Capital  2010)  for  cash  contributions  with  the  option   of
                excluding pre-emptive rights, with  corresponding  amendment  of
                the Articles of Association

              The authorized capital approved by the Annual General Meeting  on
              April  10,  2006  (Authorized  Capital  2006)   becomes   invalid
              effective April 9, 2011. In order to ensure that the  Corporation
              has appropriate authorized capital at its disposal at all  times,
              the provision relating to Authorized Capital 2006 in Art.  6  (5)
              of the Articles of Association is  to  be  canceled  and  a  new,
              corresponding Authorized Capital  2010  to  be  issued  for  cash
              created with the option of excluding the  pre-emptive  rights  of
              existing shareholders.

              The Personally Liable Partner, the  Shareholders´  Committee  and
              the Supervisory Board propose the following resolution:


               a) That the Personally Liable Partner be authorized - subject  to
                  the  approval  of  the   Shareholders´   Committee   and   the
                  Supervisory Board - to  increase  the  capital  stock  of  the
                  Corporation during the period until April 18, 2015, by up to a
                  nominal total of 25,600,000 euros  through  the  issuance  for
                  cash of new  preferred  shares  with  no  voting  rights.  The
                  authorization may be utilized to the full  extent  allowed  or
                  once or several times in partial amounts.

                 Existing shareholders shall essentially be granted  preemptive
                 rights. The shares are to be transferred to banks and  similar
                 credit institutions on condition  that  they  be  offered  for
                 purchase  to  existing  shareholders.  The  Personally  Liable
                 Partner is, however, authorized - with  the  approval  of  the
                 Shareholders´ Committee and of  the  Supervisory  Board  -  to
                 exclude the pre-emptive rights of existing shareholders

                    - in order to dispose of  any  fractional  amounts  to  the
                      exclusion of the pre-emptive rights of shareholders,

                    - to the extent necessary in order to grant to  bondholders
                      with  warrants  or  conversion  rights  or   bonds   that
                      establish  a  conversion   obligation   issued   by   the
                      Corporation or one of the companies dependent upon it  as
                      defined in Clause 17  AktG,  pre-emptive  rights  to  new
                      shares in the amount  which  said  bondholders  would  be
                      entitled in the event of exercising the  warrant  options
                      or  conversion  rights  or  after  fulfillment   of   the
                      conversion obligation,

                    - if the issue price of the new shares is not significantly
                      below the quoted market price of the shares of  the  same
                      class. In this case, the proportion of the capital  stock
                      represented by the shares  sold  on  the  basis  of  this
                      authorization,  together  with  the  proportion  of   the
                      capital stock represented by shares issued or sold during
                      the period of validity of this  authorization,  with  the
                      pre-emptive  rights  of  existing  shareholders  excluded
                      through direct or corresponding application of Clause 186
                      (3) sentence 4 AktG,  must  not  exceed  a  total  of  10
                      percent of the capital stock in existence at the time  of
                      this authorization becoming operative or - if this  value
                      is lower -  being  exercised.   Also  to  be  taken  into
                      account in this restriction are shares that,  during  the
                      validity of this authorization, are used to service bonds
                      with  warrants  or  conversion  rights  or  a  conversion
                      obligation, issued by  the  Corporation  or  one  of  the
                      companies dependent upon it as defined in Clause 17 AktG,
                      provided that these bonds were or are issued with the pre-
                      emptive rights of existing shareholders excluded pursuant
                      to Clause 186 (3) sentence 4 AktG.

                  That the Personally Liable Partner be authorized - subject  to
                  the  approval  of  the   Shareholders´   Committee   and   the
                  Supervisory Board - to stipulate the further specifics of  the
                  share rights and the conditions  of  share  issue  (Authorized
                  Capital 2010).

               b) With cancelation of the existing authorization,  the  previous
                  Authorized Capital 2006 per Art. 6  (5)  of  the  Articles  of
                  Association is to be canceled and Art. 6 (5) of  the  Articles
                  of Association is to be amended as follows:

              "(5)    The Personally Liable Partner is authorized - subject  to
                  the  approval  of  the   Shareholders´   Committee   and   the
                  Supervisory Board - to  increase  the  capital  stock  of  the
                  Corporation during the period until April 18, 2015, by up to a
                  nominal total of 25,600,000 euros  through  the  issuance  for
                  cash of new  preferred  shares  with  no  voting  rights.  The
                  authorization may be utilized to the full  extent  allowed  or
                  once or several times in partial amounts.

                  Existing shareholders shall essentially be granted  preemptive
                  rights. The shares are to be transferred to banks and  similar
                  credit institutions on condition  that  they  be  offered  for
                  purchase  to  existing  shareholders.  The  Personally  Liable
                  Partner is, however, authorized - with  the  approval  of  the
                  Shareholders´ Committee and of  the  Supervisory  Board  -  to
                  exclude the pre-emptive rights of existing shareholders,

                    - in order to dispose of  any  fractional  amounts  to  the
                      exclusion of the pre-emptive rights of shareholders,

                    - to the extent necessary in order to grant to  bondholders
                      with  warrants  or  conversion  rights  or   bonds   that
                      establish  a  conversion   obligation   issued   by   the
                      Corporation or one of the companies dependent upon it  as
                      defined in Clause 17  AktG,  pre-emptive  rights  to  new
                      shares in the amount  which  said  bondholders  would  be
                      entitled in the event of exercising the  warrant  options
                      or  conversion  rights  or  after  fulfillment   of   the
                      conversion obligation,

                    - if the issue price of the new shares is not significantly
                      below the quoted market price of the shares of  the  same
                      class. In this case, the proportion of the capital  stock
                      represented by the shares  sold  on  the  basis  of  this
                      authorization,  together  with  the  proportion  of   the
                      capital stock represented by shares issued or sold during
                      the period of validity of this  authorization,  with  the
                      pre-emptive  rights  of  existing  shareholders  excluded
                      through direct or corresponding application of Clause 186
                      (3) sentence 4 AktG,  must  not  exceed  a  total  of  10
                      percent of the capital stock in existence at the time  of
                      this authorization becoming operative or - if this  value
                      is lower -  being  exercised.   Also  to  be  taken  into
                      account in this restriction are shares that,  during  the
                      validity of this authorization, are used to service bonds
                      with  warrants  or  conversion  rights  or  a  conversion
                      obligation, issued by  the  Corporation  or  one  of  the
                      companies dependent upon it as defined in Clause 17 AktG,
                      provided that these bonds were or are issued with the pre-
                      emptive rights of existing shareholders excluded pursuant
                      to Clause 186 (3) sentence 4 AktG.

                  The Personally Liable Partner is authorized - subject  to  the
                  approval of the Shareholders´ Committee  and  the  Supervisory
                  Board - to stipulate the further specifics of the share rights
                  and the conditions of share issue (Authorized Capital 2010)."

              c) The Personally Liable Partner is instructed only  to  register
                  the resolutions per a) and b) above regarding the creation  of
                  Authorized Capital 2010  and  the  cancelation  of  Authorized
                  Capital 2006 subject to the condition that Authorized  Capital
                  2006 shall only be canceled once the  new  Authorized  Capital
                  2010 has been registered.

              d) The Supervisory Board is authorized to amend Articles 5 and  6
                  of the Articles of Association in accordance with the level of
                  utilization of Authorized Capital 2010 and on  expiry  of  the
                  authorization validity.


      Report by the Personally Liable Partner  to  the  Annual  General  Meeting
      pursuant to Clause 203 (2) sentence 2 and Clause 186 (4) sentence  2  AktG
      in respect of Item 11 of the agenda

      The proposal before the Annual General Meeting  is  that  it  approve  the
      creation of an Authorized Capital 2010 totaling up to a nominal 25,600,000
      euros through the issuance of new non-voting preferred shares.  This  will
      take the place of the existing and as yet  unutilized  Authorized  Capital
      2006 and ensure that the Corporation can cover a  corresponding  financial
      requirement quickly and flexibly.

      In the event of utilization of Authorized Capital 2010, whether in one  or
      several partial amounts, such  utilization  shall  not  exceed  the  total
      nominal amount of 25,600,000  euros.  The  proposed  total  of  Authorized
      Capital 2010 would, if utilized in  full,  increase  the  current  capital
      stock by approximately 5.85 percent.

      Existing shareholders will, in the  event  of  utilization  of  Authorized
      Capital 2010, in principle retain pre-emptive rights of purchase. However,
      the proposed authorization is provides the Personally Liable Partner  with
      the option - subject to the approval of the  Shareholders´  Committee  and
      the Supervisory Board - of excluding such pre-emptive rights in respect of
      fractional entitlements. The  purpose  of  the  exclusion  of  pre-emptive
      rights in respect of fractional amounts is to  facilitate  efficiency  and
      the practical management of disposal based on  rounded  entitlements.  The
      free fractional amounts of new shares excluded from the pre-emptive rights
      of the shareholders shall be disposed of to the best possible  effect  for
      the Corporation, either by sale in the market or by some other process.

      The possibility of exclusion of pre-emptive rights  is  also  required  so
      that, to the extent necessary, creditors/holders of bonds with warrants or
      conversion rights or bonds that establish a conversion obligation  may  be
      granted  pre-emptive  rights  to  new  shares  where  stipulated  in   the
      conditions  of  issue  underlying  such  bonds.  In  order  to  facilitate
      placement in the capital market, such bonds are  regularly  provided  with
      anti-dilution protection so that creditors/holders of the bonds  concerned
      are granted a pre-emptive right to  purchase  shares  subsequently  issued
      corresponding  to  the  pre-emptive  entitlement  of   shareholders.   The
      creditors/holders  are  therefore  treated  as   if   they   are   already
      shareholders.  In  order  to  provide  bonds   with   such   anti-dilution
      protection, the pre-emptive rights of existing shareholders to such shares
      must be excluded. This facilitates bond placement and therefore serves the
      interests of shareholders in that the  Corporation´s  financial  structure
      can be appropriately optimized.

      It should also be possible to excluded pre-emptive rights - subject to the
      approval of the Shareholders´ Committee and the Supervisory Board  -  when
      the shares are issued at  a  price  not  significantly  below  the  market
      quotation. Exclusion allows placement closer to market price so  that,  in
      the interest of strengthening the Corporation´s  equity  base,  the  usual
      market price discount associated with  a  rights  issue  is  avoided.  The
      investment  and  financial  interests   of   shareholders   are   suitably
      safeguarded by such an approach.  The  authorization  ensures  that,  even
      together with other similar authorizations, not more that a  total  of  10
      percent  of  the  capital  stock  in  existence  at  the  time   of   this
      authorization becoming operative or - if  this  value  is  lower  -  being
      exercised can be issued or sold with the pre-emptive  rights  of  existing
      shareholders excluded  through  direct  or  corresponding  application  of
      Clause 186 (3) sentence 4 AktG. Also to be taken into account in  this  10
      percent  restriction  are  shares  that,  during  the  validity  of   this
      authorization, are used to  service  bonds  with  warrants  or  conversion
      rights or a conversion obligation, issued by the Corporation or one of the
      companies dependent upon it as defined in Clause 17  AktG,  provided  that
      these bonds were or are issued with the  pre-emptive  rights  of  existing
      shareholders excluded pursuant to Clause  186  (3)  sentence  4  AktG.  In
      utilizing this authorization, the Personally Liable Partner shall endeavor
      to keep the market price discount as low as possible, taking into  account
      the market conditions prevailing at the time of placement.

      This stipulation ensures that, in keeping with statutory requirements, due
      consideration is given to the need to provide anti-dilution protection  of
      the investment of existing shareholders.  According to statute,  exclusion
      of pre-emptive rights is permitted for up to 10  percent  of  the  capital
      stock under these conditions. This limit will not be  exceeded  with  this
      authorization, even if fully  utilized  with  the  pre-emptive  rights  of
      existing  shareholders  excluded.  Ten  percent  of  the   capital   stock
      corresponds to 43,795,875 euros, and the proposed  framework  with  up  to
      25,600,000 euros corresponding to  25,600,000  new  preferred  shares,  is
      substantially  below  that  figure.  At  the  same  time,   the   proposed
      authorization   ensures   that,   even   together   with   other   similar
      authorizations, the amount of shares issued with the pre-emptive rights of
      existing shareholders excluded cannot exceed the maximum arithmetic  ratio
      of 10 percent of the capital stock. Because the issue price  for  the  new
      shares is to be close to the market quotation, every shareholder will have
      the opportunity of purchasing new shares under almost the same conditions,
      in order to maintain their shareholding  ratio.  Given  the  liquidity  of
      Henkel preferred shares in the market, there is  constant  opportunity  to
      purchase additional shares via the stock exchange.

      There are currently no definite plans to use this authorization.  However,
      anticipating decisions  with  the  possibility  of  excluding  pre-emptive
      shareholder  rights  are  permissible  and   are   common   national   and
      international practice. The Personally Liable Partner will  in  all  cases
      carefully consider  whether  to  exercise  the  authorization  to  utilize
      Authorized Capital 2010 or to increase the capital stock with exclusion of
      the pre-emptive rights of existing shareholders, and whether  such  action
      is in the interests of the Corporation. The  Shareholders´  Committee  and
      the Supervisory Board will only  give  the  necessary  approval  to  allow
      utilization of Authorized Capital 2010 and exclusion  of  the  pre-emptive
      rights of existing shareholders where they too are convinced that this  is
      in the interests of the Corporation.

      In consideration of all these circumstances it can be safely assumed  that
      authorization to exclude pre-emptive rights under the conditions cited  is
      necessary, appropriate for and commensurate with  the  objectives  pursued
      and is in entirely in the interests of the Corporation.

      The Personally  Liable  Partner  will  inform  General  Meeting  of  every
      utilization of Authorized Capital 2010."


  2.  Special resolution  of  the  preferred  shareholders  pertaining  to  the
      resolution of the Annual General Meeting of April 19, 2010 to  cancel  the
      existing authorized capital amount and to create a new authorized  capital
      amount (Authorized Capital 2010) to be issued for cash with the option  of
      excluding pre-emptive rights, with corresponding amendment of the Articles
      of Association, as per the proposed resolution announced under Item  1  of
      this agenda

      Pursuant to Clause 141 (2) sentence 1 AktG, the resolution of  the  Annual
      General Meeting announced as Item 1 of this Agenda  requires  approval  by
      special resolution from the preferred shareholders in order to  come  into
      effect.

      The  Personally  Liable  Partner,  the  Shareholders´  Committee  and  the
      Supervisory Board propose the following resolution:

      "That the resolution of the Annual  General  Meeting  of  April  19,  2010
      pertaining to Item 11 of that meeting
            (Resolution to cancel the existing authorized capital amount and to
            create a new authorized capital amount  (Authorized  Capital  2010)
            for cash contributions with the  option  of  excluding  pre-emptive
            rights,  with  corresponding   amendment   of   the   Articles   of
            Association)
      be approved." 

II. Further details relating to the Notice of Convocation

1. Total number of shares and voting rights

At the time of convocation  of  the  Extraordinary  Meeting  of  Preferred
      Shareholders, the capital stock of the Corporation amounted to 437,958,750
      euros. This is divided into a total of 437,958,750 bearer shares of no par
      value with a proportional nominal value  of  1.00  euros  each,  of  which
      178,162,875 are preferred  shares  with  as  many  voting  rights  in  the
      Extraordinary Meeting  of  Preferred  Shareholders,  and  259,795,875  are
      ordinary shares carrying the same number of voting rights. Ordinary shares
      carry  no  voting  rights  in  the  Extraordinary  Meeting  of   Preferred
      Shareholders.

  2.  Conditions of participation in the  Extraordinary  Meeting  of  Preferred
      Shareholders and of exercising voting rights

      In accordance with Art. 20 of the  Articles  of  Association,  only  those
      preferred shareholders who, no later than the end of the sixth  day  prior
      to  the  day  of  the  Extraordinary  Meeting  of  Preferred  Shareholders
      (excluding the date of said meeting), that is, pursuant to Clause 123  (2)
      of the German Stock Corporation Act (AktG), by the end of April 12,  2010,
      transmit  to  the  Corporation  a  written  validation  issued  by   their
      depositary bank confirming ownership of shares shall be entitled to attend
      the Extraordinary Meeting of Preferred Shareholders and to exercise voting
      rights. This validation should be sent to the following address:

      Registration office
      Henkel AG & Co. KGaA
      c/o Commerzbank AG
      WASHV dwpbank AG
      Wildunger Straße 14
      60487 Frankfurt am Main, Germany
      Fax: +49 (0) 69/5099-1110
      E-mail: hv-eintrittskarten@dwpbank.de

      Proof of share ownership must relate to the start of the 21st day prior to
      the Extraordinary Meeting of Preferred Shareholders  (Record  Date),  that
      is, to the beginning of March 29, 2010. In the case  of  preferred  shares
      not held in a securities depositary managed  by  a  bank  or  a  financial
      services  institution  at  the  relevant  time,  certification  of   share
      ownership may be provided by the Corporation or by a notary, by a bank for
      the central depositary of securities or another bank or financial services
      institution.

      The registration and validation documentation must be in either German  or
      English. A text format is sufficient for validation purposes.

      The Record Date is the cutoff date for  determining  share  ownership  for
      participation in the Extraordinary Meeting of Preferred  Shareholders  and
      exercising voting rights (preferred shares only). Pursuant to  Clause  123
      (3)  sentence  6  AktG  as  related  to  the  Corporation  in  respect  of
      participation in the Extraordinary Meeting of Preferred  Shareholders  and
      exercising  voting  rights  (holders  of  preferred  shares  only),   only
      shareholders who have validated share ownership as of the Record Date will
      be recognized as such. In the event of doubt  as  to  the  correctness  or
      authenticity of the validation, the Corporation is entitled  to  demand  a
      further  suitable  means  of  proof.  If  this  means  of  proof  is   not
      forthcoming, or is not provided in the appropriate form,  the  Corporation
      may  refuse  participation  in  the  Extraordinary  Meeting  of  Preferred
      Shareholders and the exercising of voting rights.

      Preferred shares will not be frozen as a result of  registration  for  the
      Extraordinary Meeting of Preferred  Shareholders;  preferred  shareholders
      can therefore dispose of their preferred shares  as  they  wish  following
      registration.

      On registration and on receipt of validation of their ownership of shares,
      the preferred shareholders concerned will be sent admission cards for  the
      Extraordinary  Meeting  of  Preferred  Shareholders  by  the  Registration
      Office. In order to ensure the timely receipt of these admission cards, we
      request that preferred shareholders intending to attend the  Extraordinary
      Meeting of Preferred Shareholders request an  admission  card  from  their
      depositary bank at the earliest possible time.  The requisite registration
      and certification of share ownership will  then  be  carried  out  by  the
      depositary bank.

      To ensure efficient organization of the Extraordinary Meeting of Preferred
      Shareholders, we request that preferred shareholders register  early,  and
      that said preferred shareholders only register if they seriously intend to
      participate in the Extraordinary Meeting of Preferred  Shareholders.  Each
      preferred shareholder will only be  issued  one  admission  card  for  the
      Extraordinary Meeting of Preferred Shareholders.


  3.  Voting and proxy voting procedures

      Only preferred shareholders have a right  to  vote  in  the  Extraordinary
      Meeting of Preferred Shareholders. Preferred shareholders who do not  want
      to participate  personally  in  the  Extraordinary  Meeting  of  Preferred
      Shareholders can appoint a representative (proxyholder) to attend on their
      behalf and exercise their voting rights. In this case too, it is essential
      that registration be completed and that verification of  the  shareholding
      be duly presented in good time.

      The assignment of a proxy, its revocation/cancelation and verification  of
      such power of representation to the  Corporation  must  be  in  text  form
      unless otherwise stipulated below.

      Proxy forms  are  sent  to  preferred  shareholders  together  with  their
      admission card. Preferred shareholders can assign power of  representation
      to their chosen proxyholders by signing the proxy form and passing  it  to
      their assigned representative who, on presentation of  said  form  at  the
      Extraordinary Meeting of Preferred Shareholders, will receive in  exchange
      for the admission card form, voting card documents.

      When assigning powers of representation to banks, similar institutions  or
      corporate entities (Clause 135 (10) and Clause 125 (5)  AktG)  or  persons
      pursuant  to  Clause  135  (8)  AktG,  and   in   particular   shareholder
      associations, there are  usually  certain  formalities  that  need  to  be
      observed which the assignor will need to establish individually  with  the
      assignee.

      As usual, we also offer our preferred shareholders  the  option  of  being
      represented at the Extraordinary  Meeting  of  Preferred  Shareholders  by
      proxyholders nominated by the Corporation. Preferred shareholders  wishing
      to avail themselves of this facility require for this purpose an admission
      card to the Extraordinary Meeting of Preferred  Shareholders  to  which  a
      corresponding proxy form is attached.

      Insofar as proxyholders nominated by the Corporation are to be vested with
      this  authority  of  representation,  a  proxy  must  be  issued  by   the
      shareholder concerned together with special instructions  as  to  how  the
      voting rights are to be exercised.  Without such instructions,  the  proxy
      is invalid. The proxyholders are obliged to cast the votes  as  instructed
      and may not exercise voting rights  at  their  own  discretion.  Preferred
      shareholders wishing to avail themselves  of  this  facility  must  submit
      their completed and signed proxy form to the address given  in  the  proxy
      form by April 15, 2010 at the latest. Please note that proxyholders cannot
      accept instructions to speak, lodge appeals against  resolutions  proposed
      in the Extraordinary Meeting of Preferred Shareholders, ask  questions  or
      propose motions.

      Proxies (powers of representation) and instructions  can  also  be  issued
      electronically via the internet subject to compliance with the  procedures
      laid down by the Corporation.

      Further details on participation in the Extraordinary Meeting of Preferred
      Shareholders, the assignment of proxies and the issuance of  instructions,
      can be found in a separate leaflet which is sent to preferred shareholders
      together with the admission card. The corresponding  information  is  also
      available on the internet (www.henkel.de/hv; www.henkel.com/agm).

  4.  Additional agenda item proposals requested  by  a  minority  pursuant  to
      Clause 122 (2) AktG, Clause 138 AktG

      Shareholders,  i.e.  ordinary   and/or   preferred   shareholders,   whose
      shareholdings together equate to a proportional share of the capital stock
      equivalent to 500,000 euros - corresponding  to  500,000  ordinary  and/or
      preferred shares or a combination of the two classes -  can  request  that
      items be included on the agenda of the Extraordinary Meeting of  Preferred
      Shareholders and announced accordingly (Clause 122 (2)  AktG,  Clause  138
      AktG). The same rights are granted to preferred shareholders whose  shares
      together amount to 10 percent of the preferred shares granting a  vote  in
      the Extraordinary Meeting of Preferred Shareholders (Clause 138 sentence 3
      AktG); this corresponds to 17,816,288 preferred  shares.  Such  a  request
      must be submitted to  the  Management  Board  and  must  be  sent  to  the
      Corporation at least  30  days  prior  to  the  Extraordinary  Meeting  of
      Preferred Shareholders using the address indicated under no. 5 below.  The
      date of receipt is not included in the time limit, which  means  that  the
      request must arrive by the end of March 19, 2010  (24:00  hours/12  a.m.).
      Applicants shall be required to verify that they have been holders of  the
      shares for at least three months prior to the request and that  they  will
      keep the shares until the decision on their request  has  been  made.  The
      request must also be  accompanied  by  a  justification  or  proposal  for
      resolution with respect to  each  new  agenda  item.  In  the  event  that
      shareholders submit a request for inclusions of items  on  the  agenda  in
      accordance with the conditions above, these will, immediately on  receipt,
      be announced in the same way as the Notice of Convocation.

  5.  Counter-proposals by shareholders pursuant to Clause 126 (1)  and  Clause
      138 AktG

      Shareholders, i.e.  ordinary  and/or  preferred  shareholders  can  submit
      counter-proposals in relation to proposals  submitted  by  the  Personally
      Liable Partner, the Supervisory Board or the  Shareholders'  Committee  on
      individual agenda items (Clause 126 (1), Clause 138 sentence 2 AktG).

      According to Clause 126 (1) in conjunction  with  Clause  138  sentence  2
      AktG, motions or proposals from shareholders together with the name of the
      shareholder, the justification and any comments by the Management  are  to
      be published on the Corporation´s website, where the shareholder  has,  at
      least 14 days before the date of the Extraordinary  Meeting  of  Preferred
      Shareholders, sent to the address indicated below a counter-proposal  with
      its justification against a proposal made by the Administration concerning
      a specific agenda item. The date of receipt is not included in  this  time
      limit. A  counter-proposal  and  its  justification  do  not  need  to  be
      announced in cases where one of the exclusions per  Clause  126  (2)  AktG
      applies. The justification also does  not  need  to  be  announced  if  it
      contains more than a total of 5,000 characters.

      Any motions and proposals (with justification) by shareholders -  pursuant
      to Clause 126 (1) and Clause 138 AktG - should  be  exclusively  submitted
      to:

      Henkel AG & Co. KGaA
      - Annual General Meeting 2010 -
      Investor Relations
      Henkelstr. 67
      40589 Düsseldorf, Germany
      Fax: 0211 / 798 - 2863
      E-mail: investor.relations@henkel.com

      Motions and proposals (with justification) requiring announcement will, on
      receipt, be published together with the name of the proposing  shareholder
      on  the  Corporation´s  website  (www.henkel.de/hv;www.henkel.com/agm).
      Motions and proposals received at the address indicated below by  the  end
      of April 4, 2010 (24:00 hours/12 a.m.) will  be  published.  Any  response
      from Management will likewise be published on the web address indicated.

      Shareholders are requested to validate their ownership of  shares  at  the
      time of submitting the motion.

  6.  Rights of preferred shareholders to submit motions and proposals, receive
      information and submit questions

      Only preferred shareholders have the right in the Extraordinary Meeting of
      Preferred  Shareholders  to  submit   motions   and   proposals,   receive
      information and submit questions. According to Clause 131 (1)  AktG,  each
      preferred shareholder  may  in  the  Extraordinary  Meeting  of  Preferred
      Shareholders require of the Personally  Liable  Partner  that  it  provide
      information on Corporation matters, where such information is necessary in
      appraising an item on the agenda of the Extraordinary Meeting of Preferred
      Shareholders.

  7.  Publication of the Notice of Convocation of the Extraordinary Meeting  of
      Preferred Shareholders

      The Notice of  Convocation  of  the  Extraordinary  Meeting  of  Preferred
      Shareholders was published in the electronic Federal Gazette  on  February
      25, 2010 and transmitted to other media also for publication,  whereby  it
      can be assumed that the information has been disseminated  throughout  the
      European Union. The  Notice  of  Convocation  is  also  available  on  the
      internet (www.henkel.de/hv; www.henkel.com/agm). 

Düsseldorf, February 2010

Henkel AG & Co. KGaA

Henkel Management AG (Personally Liable Partner)

Management Board

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

Further inquiry note:

Heinz Nicolas
tel. +49 (0) 211 797 4516
email heinz.nicolas@henkel.com

Branche: Consumer Goods
ISIN: DE0006048432
WKN: 604843
Index: DAX, CDAX, HDAX, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade
Berlin / regulated dealing
Original-Content von: Henkel AG & Co. KGaA, übermittelt durch news aktuell

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