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K+S Aktiengesellschaft

EANS-General Meeting: K+S Aktiengesellschaft
Announcement convening the general meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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K+S Aktiengesellschaft
with registered seat in Kassel, Germany
ISIN : DE000KSAG888
WKN: KSAG88

Invitation to the Ordinary Annual General Meeting

to be held on 9. May 2012, 10.00 a.m., in the Kongress Palais Kassel -
Stadthalle, Holger-Börner-Platz 1, 34119 Kassel.


I. Agenda
1. Presentation of the approved annual financial statements of K+S
Aktiengesellschaft, of the approved consolidated financial statements, of the
management report, of the consolidated management report and of the Supervisory
Board report, in each case for the 2011 financial year, as well as of the
explanatory report of the Board of Executive Directors concerning the
information under Sections 289 Paragraph 4 and 315 Paragraph 4 of the German
Commercial Code (HGB)

These documents can be found on the Internet under www.k-plus-s.com/agm. They
are also available for inspection in the offices of K+S Aktiengesellschaft,
Bertha-von-Suttner-Strasse 7, 34131 Kassel, Germany. The documents will
furthermore be available during the Annual General Meeting. The Supervisory
Board has approved the annual and consolidated financial statements. In
accordance with legal requirements, no resolution is adopted concerning this
item of the Agenda. You will find a related explanation on the Internet under
www.k-plus-s.com/agm.

2. Adoption of a resolution on the appropriation of profits

The Board of Executive Directors and the Supervisory Board propose that the
following resolution be adopted:

The accumulated profit of the 2011 financial year shall be appropriated as
follows:

Distribution of a dividend of EUR 1.30 on 191,400,000 
no-par value shares entitled to dividends EUR 248,820,000.00
Profit carried forward EUR 11,231,126.11
Accumulated profit EUR 260,051,126.11

3. Adoption of a resolution about the ratification of the actions of the Board
of Executive Directors

The Supervisory Board and the Board of Executive Directors propose that the
actions of the members of the Board of Executive Directors be ratified for the
2011 financial year.

4. Adoption of a resolution about the ratification of the actions of the 
Supervisory Board

The Board of Executive Directors and the Supervisory Board propose that the
actions of the members of the Supervisory Board be ratified for the 2011 
financial year.

5. Election of the auditor for the 2012 financial year

Upon recommendation of its Audit Committee, the Supervisory Board proposes to
elect Deloitte & Touche GmbH,Hanover, Germany, as auditor for the financial
statements and consolidated financial statements for the 2012 financial year.

6. Election to the Supervisory Board

The office of the Supervisory Board Chairman Dr. Bethke ends upon the end of the
Annual General Meeting on 9 May 2012. 

Upon recommendation of its Nomination Committee, the Supervisory Board proposes
to elect 

Dr. Ralf Bethke (69), business administration graduate, entrepreneur (as a
member of the supervisory boards named below), Deidesheim, Germany (you will
find the curriculum vitae on the Internet under www.k-plus-s.com/agm) to the
Supervisory Board again for the period from the end of the Annual General
Meeting on 9 May 2012 until the end of the Annual General Meeting, which decides
about the ratification of actions for the 2016 financial year. 

The Supervisory Board intends to confirm Dr. Bethke as Chairman. 

Dr. Bethke is a member of the supervisory boards of Benteler International AG,
Salzburg, Austria (deputy chairman), of Dr. Jens Ehrhardt Kapital AG, Pullach,
Germany (chairman), of Süddeutsche Zuckerrübenverwertungsgenossenschaft EG ,
Stuttgart-Ochsenfurt, Germany, and of Südzucker AG Mannheim/Ochsenfur Mannheim,
Germany. 

The composition of the Supervisory Board is determined by Sections 96 Paragraph
1 and 101 Paragraph 1 of the German Stock Corporation Act (AktG) and by Section
7 Paragraph 1 No. 2 of the Co-Determination Act. The Annual General Meeting is
not bound to election proposals.

7. Adoption of a resolution about the revision of Section 12 of the Articles of
Association

The Board of Executive Directors and the Supervisory Board consider that an
exclusively fixed remuneration of the members of the Supervisory Board better
takes account of the consulting and supervising functions of the Supervisory
Board, which generally exists independently of the success of the Company, than
the existing form of remuneration, which also includes a variable component.
Furthermore, it appears reasonable to adjust the remuneration for the activity
in the committees of the Supervisory Board to the greater workload and
complexity. The proposed change to the Supervisory Board remuneration is
intended to ensure that in future too, members can be found for the Supervisory
Board who have a high level of competence and long-term as well as international
experience in the governance of and in providing advice to companies or
business-related institutions.

The Board of Executive Directors and the Supervisory Board therefore propose
that Section 12 of the Articles of Association be revised as follows:

" Section 12
Supervisory Board remuneration, reimbursement of out-of-pocket expenses
(1) A member of the Supervisory Board receives annual remuneration of EUR
100,000. The chairman of the Supervisory Board receives twice this amount and
the deputy chairman receives one and a half times the remuneration pursuant to
sentence 1.

(2) A member of the Audit Committee of the Supervisory Board receives further
remuneration of EUR 15,000 per year. The chairman of this committee receives
twice this amount and the deputy chairman receives one and a half times the
amount of such additional remuneration.

(3) A member of the Personnel Committee of the Supervisory Board receives
further remuneration of EUR 7,500 per year. The chairman of this committee
receives twice this amount and the deputy chairman receives one and a half times
the amount of such additional remuneration.

(4) A member of the Nomination Committee of the Supervisory Board receives
further remuneration of EUR 7,500 per year, if at least two meetings were held
in that year. The chairman of this committee receives twice this amount and the
deputy chairman receives one and a half times the amount of such additional
remuneration.

(5) A member of the Supervisory Board, who has been a member of the Supervisory
Board or, as the case may be, of one of its committees only for part of a year,
receives one twelfth of the respective annual remuneration pursuant to
paragraphes 1 to 4 for each commenced month of such membership.

(6) The Company pays an attendance fee of EUR 750 to each member of the
Supervisory Board for attending a meeting of the Supervisory Board or of one of
its committees of which he is a member, however, in the case of several meetings
per day a maximum of EUR 1,500 per day.

(7) The members of the Supervisory Board are entitled to the reimbursement from
the Company of any expenses necessary and reasonable for the performance of
their duties. Furthermore, they are entitled to the reimbursement of any value
added tax to be paid by them as a consequence of their Supervisory Board
activity.

(8) The provisions of this Section 12 will apply for the first time to the
remuneration to be paid for the 2012 financial year."

8. Adoption of a resolution about the supplement of Section 15 of the Articles
of Association

The Board of Executive Directors and the Supervisory Board propose to decide to
supplement Section 15 of the Articles of Association by the following Paragraph
2, whereby the previous text under Section 15 becomes Paragraph 1:

"(2) The Board of Executive Directors may stipulate that shareholders are
permitted to cast their votes, even without participating in the Annual General
Meeting, in writing or by way of electronic communication (postal vote). The
Board of Executive Directors also determines the further details of the
procedure, which it will announce when it convenes the Annual General Meeting."


II. Further information and instructions regarding the Annual General Meeting

1. Preconditions for the attendance at the Annual General Meeting and the
exercise of the voting right

Only those shareholders of the Company, who register with the Company no later
than by 2 May 2012, 12:00 p.m. and are entered in the share register for the
registered shares, are entitled to attend the Annual General Meeting and
exercise the voting right in person or by a proxy.

The registration may be submitted via the Company´s website under
www.k-plus-s.com/agm. Shareholders, who are entered in the share register,
receive their shareholder number and a related access code together with the
invitation letter to the Annual General Meeting by mail. 

The registration may also be sent to the address

K+S Aktiengesellschaft
c/o Computershare HV-Services AG
Prannerstraße 8
80333 München
fax: +49 89 / 30903-74675
e-mail:  anmeldestelle@computershare.de

A form that can be used for this purpose will be sent to shareholders, who are
entered in the share register, together with the invitation letter to the Annual
General Meeting by mail. You will find more detailed instructions regarding the
registration process in the information on the registration form or on the
website www.k-plus-s.com/agm.

For the exercise of attendance and voting rights, the shareholdings entered in
the share register on 3 May 2012, 0:00 a.m. shall be decisive, since no
transfers will be registered in the share register between that date and the end
of the day of the Annual General Meeting.

Together with the registration, the shareholder may request an admission ticket
to the Annual General Meeting. Shareholders who use the online service for
registration have the option to print their admission ticket themselves
directly.

Unlike the registration to the Annual General Meeting, the admission ticket is
not a precondition for attendance, but merely serves to facilitate the procedure
at the admission control points for access to the Annual General Meeting.

If a bank is entered in the share register, it may exercise the voting rights
for shares that do not belong to it only based on a power of attorney from the
shareholder. The same applies to shareholders´ associations and other equivalent
persons pursuant to Section 135 Paragraph 8 of the German Stock Corporation Act
(AktG) accordingly.

The shares are not blocked by the registration to the Annual General Meeting;
shareholders can therefore continue to dispose freely over their shares after
completing the registration.

Holders of American Depositary Receipts (ADRs) will please direct any questions
they may have to Ba nk of New York Mellon, New York, Phone: +1 888/269-2377, or
to their bank or their broker.

2. Proxy voting procedure

Shareholders, who are entered in the share register, may also have their voting
right exercised by a proxy, e. g. a bank or shareholders´ association, in the
Annual General Meeting. A timely registration is also required in this case.

Granting the power of attorney, revoking it, and proof of authorization
vis-à-vis the Company require the text form and may be transmitted to the
Company under the Internet address 

www.k-plus-s.com/agm 

in accordance with the procedure determined by the Company. 

Transmission may also be effected to the address

K+S Aktiengesellschaft
c/o Computershare HV-Services AG
Prannerstraße 8
80333 München
fax: +49 89 / 30903-74675
e-mail:  k-plus-s-hv2012@computershare.de

A form, which may be used to grant power of attorney, will be sent to the
shareholders together with the invitation letter or, as the case may be, the
admission ticket to the Annual General Meeting together with additional
information on granting power of attorney.

On the day of the Annual General Meeting, the power of attorney may be granted,
revoked, and the proof of authorization may be documented electronically under
www.kplus-s.com/agm, under fax no. +49 89/30903-74675, or at the admission
points to the Annual General Meeting.

Exemptions from the text form requirement may exist for banks, shareholders´
associations, or equivalent persons or institutions (compare Section 135 and
Section 125 Paragraph 5 of the German Stock Corporation Act (AktG)).

We offer our shareholders to have themselves represented in the Annual General
Meeting by proxies appointed by the Company. Granting the power of attorney and
its revocation require the text form and may be transmitted under the Internet
address www.k-plus-s.com/agm or to the above-mentioned address. The proxies
appointed by the Company exercise the voting right exclusively based on the
instructions issued by the shareholder. Please note that the proxies appointed
by the Company will not accept any mandates to make speeches, enter objections
against resolutions of the Annual General Meeting, or to ask questions or submit
motions.

Shareholders, who would like to authorize the proxies appointed by the Company
or the banks and shareholders´ associations participating in the online service
over the Internet, require their shareholder number and the related access
password for this.

We would like to point out that powers of attorney and instructions issued via
the Internet-based system can only be changed using this system and may be
revoked only there or by attending the Annual General Meeting in person and
issuing a declaration in text form.

If a shareholder authorizes more than one person, the Company may reject one or
several of them.

3.Shareholder rights

Shareholders, whose shares together amount to one-twentieth of the share capital
or the proportionate amount of EUR 500,000, may demand pursuant to Section 122
Paragraph 2 of the German Stock Corporation Act (AktG) that items are placed on
the Agenda and announced. Requests to amend the Agenda must be received by the
Company at least 30 days prior to the meeting, i. e. by 8 April 2012, 12:00 p.m.
We ask that requests to amend the Agenda be sent to the following address:

K+S Aktiengesellschaft
Investor Relations
Bertha-von-Suttner-Straße 7
34131 Kassel, Germany

Each shareholder has the right to submit a counter-motion to any proposal of the
Board of Executive Directors and/ or the Supervisory Board concerning a specific
item of the Agenda. A counter-motion must be made available on the Company´s
website as set forth in more detail in Section 126 Paragraph 1 and 2 of the
German Stock Corporation Act (AktG), if it is received by the Company under the
address specified below no later than on 24 April 2012, 12:00 p.m.

Each shareholder may also submit an election proposal for the election of
Supervisory Board members or of auditors to the Company as set forth in more
detail in Section 127 of the German Stock Corporation Act (AktG). An election
proposal must be made available on the Company´s website as set forth in more
detail in Sections 127, 126 Paragraph 1 and 2 of the German Stock Corporation
Act (AktG), if it is received by the Company under the address specified below
no later than on 24 April 2012, 12:00 p.m.

We will make counter-motions or election proposals, which we have received in
time, available on the Internet under www.k-plus-s.com/agm, if they meet the
legal requirements.We will also make any comments by the management available
under the aforementioned Internet address. We will announce motions for
amendments received in time, if they meet the legal requirements.
Counter-motions and election proposals from shareholders shall be exclusively
addressed to:

K+S Aktiengesellschaft
Investor Relations
Bertha-von-Suttner-Straße 7
34131 Kassel
fax: +49 561 / 9301-2425
e-mail:  investor-relations@k-plus-s.com

Upon request, the Board of Executive Directors shall provide information to any
shareholder or shareholders´ representative during the Annual General Meeting
about matters of the Company, if it is necessary for a proper assessment of the
item of the Agenda. The information obligation also extends to the legal and
commercial relationships of the Company with affiliated companies.

In order to facilitate a proper reply, shareholders and shareholders´
representatives, who intend to submit questions during the Annual General
Meeting, are requested to transmit these questions as early as possible to the
aforementioned address. This transmission is not a prerequisite for a reply. The
information right is not affected by this.

More detailed explanations and information on the rights of shareholders under
Sections 122 Paragraph 2, 126 Paragraph 1, 127 and 131 Paragraph 1 of the German
Stock Corporation Act (AktG) are available to shareholders on the Company´s
website under www.k-plus-s.com/agm.

4. Total number of shares and voting rights

At the time the Annual General Meeting is convened, the Company´s share capital
is divided into 191,400,000 no-par value registered shares with the same number
of voting rights.

5. Information on the Company´s website

The information according to Section 124a of the German Stock Corporation Act
(AktG) as well as additional explanations regarding the aforementioned
shareholder rights are available on the Company´s website under
www.k-plus-s.com/agm. The recorded voting results will also be published there
after the Annual General Meeting.

Information over the telephone is available under +49 561/9301-1100.

6. Transmiss ion of the Annual General Meeting on the Internet

The Annual General Meeting will be transmitted on the Internet until the end of
the speech of the Chairman of the Board of Executive Directors under
www.k-plus-s.com/agm.


Kassel, March 2012

The Board of Executive Directors
K+S Aktiengesellschaft
with registered seat in Kassel, Germany


Further inquiry note:
Kai Kirchhoff
Telefon: +49(0)561-9301-1885
E-Mail:  kai.kirchhoff@k-plus-s.com

end of announcement                               euro adhoc 
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issuer:      K+S Aktiengesellschaft
             Bertha-von-Suttner-Straße  7
             D-34131 Kassel
phone:       +49 (0)561 9301-1460
FAX:         +49 (0)561 9301-2425
mail:         christian.herrmann@k-plus-s.com
WWW:         http://www.k-plus-s.com
sector:      Chemicals
ISIN:        DE000KSAG888
indexes:     DAX, Midcap Market Index, CDAX, Classic All Share, HDAX, Prime All
             Share
stockmarkets: regulated dealing: Hannover, Berlin, München, Hamburg, Düsseldorf,
             Stuttgart, regulated dealing/prime standard: Frankfurt 
language:   English

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