FEEDS
25.02.2010 | 15:01 Uhr
EANS-General Meeting: Henkel AG & Co. KGaA
Notice of Convocation of the 2010
Annual General Meeting and the 2010 Extraordinary Meeting for Preferred
Shareholders
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
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
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