08.03.2012, 15:09:47
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OTE0019

EANS-General Meeting: Henkel AG & Co. KGaA / 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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Convocation of the Annual General Meeting of

Henkel AG & Co. KGaA, Düsseldorf

The shareholders of our Corporation
are hereby invited to attend the
Annual General Meeting
taking place on
Monday, April 16, 2012, at 10.00 a.m.,
in the Congress Center Düsseldorf,
CCD-Stadthalle entrance,
Rotterdamer Strasse 141,
40474 Düsseldorf, Germany

Admission is 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 relating to Henkel AG & Co KGaA and the Group, and
presentation of the corporate governance/corporate management and remuneration
reports, of the information required according to Sections 289 (4), 315 (4),
289 (5) and 315 (2) German Commercial Code [HGB], and of the report of the
Supervisory Board for fiscal 2011

Pursuant to Section 171 German Stock Corporation Act [AktG], the Supervisory
Board has endorsed the annual financial statements and the consolidated
financial statements prepared by the Personally Liable Partner. Pursuant to
Section 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 345,171,082.50 euros, be approved and adopted as presented.

2. Resolution for the appropriation of profit.

According to Section 71b AktG, treasury shares do not qualify for a dividend.
The amount in unappropriated profit which relates to the shares held by the
Corporation (treasury stock) at the date of the Annual General Meeting will be
carried forward as retained earnings. As the Annual General Meeting can change
the number of such treasury shares, an appropriately adapted proposal for the
appropriation of profit will be submitted to it, providing for an unchanged
payout of 0.78 euros per ordinary share qualifying for a dividend, and 0.80
euros per preferred shared qualifying for dividend, with corresponding
adjustment of the retained earnings carried forward to the following year.

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 2011.

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 2011 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 2011 be approved and ratified for that financial year.

6. Resolution on the appointment of the auditor of the annual financial
statements and the consolidated financial statements and the examiner for the
financial review of interim reports for fiscal 2012.

Finding itself in agreement with the recommendations of its Audit Committee,
the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft,
Berlin, Germany, be appointed as auditor of the annual financial statements and
of the consolidated financial statements and as examiner for the financial
review of interim reports for fiscal 2012.

7. Supervisory Board elections

Pursuant to Article 12 (2) of the Articles of Association as passed by
resolution of the 2008 Annual General Meeting, the tenure of the shareholder
representatives sitting on the Supervisory Board ends with this Annual General
Meeting, necessitating new elections.

In accordance with Sections 96 (1) and 101 (1) of the German Stock Corporation
Act (AktG) in conjunction with Section 7 (1) sentence 1 no. 2 of the 1976 Co-
Determination Act and Article 12 (1) of the Articles of Association, the
Supervisory Board comprises eight members representing the shareholders and
eight members representing the employees. 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) Dr. rer. nat. Simone Bagel-Trah
Private Investor, Düsseldorf

Memberships of statutory supervisory / administrative boards in Germany:
Henkel Management AG (Chair),
Heraeus Holding GmbH

Memberships of comparable supervisory boards:
Henkel AG & Co. KGaA (Shareholders´ Committee, Chair)

b) Dr. rer. nat. Kaspar von Braun
Astrophysicist, Pasadena

No memberships of statutory supervisory boards / administrative boards in
Germany or comparable domestic or foreign oversight bodies

c) Mr. Boris Canessa
Private Investor, Düsseldorf

Memberships of statutory supervisory and administrative boards in Germany:
Wilhelm von Finck Deutsche Family Office AG

d) Mr. Ferdinand Groos
Managing Partner, Cryder Capital Partners LLP, London

No memberships of statutory supervisory boards / administrative boards in
Germany or comparable domestic or foreign oversight bodies

e) Mrs. Béatrice Guillaume-Grabisch
General Director Beverage Partners Worldwide (Europe) S.A., Zürich

No memberships of statutory supervisory boards / administrative boards in
Germany or comparable domestic or foreign oversight bodies

f) Prof. Dr. sc. nat. Michael Kaschke
Chairman of the Executive Board of Carl Zeiss AG, Oberkochen

Memberships of statutory supervisory and administrative boards in Germany:
Carl Zeiss Group mandates:
Carl Zeiss MicroImaging GmbH (Chair),
Carl Zeiss SMT GmbH (Chair)

Memberships of comparable supervisory boards:
Carl Zeiss Group mandates:
Carl Zeiss Japan Co Ltd. (Chair), Japan
Carl Zeiss Far East (Chair), Hong Kong
Carl Zeiss India Pte. Ltd. (Chair), India

g) Mr. Thierry Paternot
Operating Partner, Duke Street Capital, Paris

Memberships of statutory supervisory and administrative boards in Germany:
Eckes AG

Memberships of comparable supervisory boards:
Bio DS SAS, France,
Freedom-FullSix SAS (Chair), France,
Oeneo SA, France

h) Prof. Dr. oec. publ. Theo Siegert
Managing Partner of de Haen-Carstanjen & Söhne, Düsseldorf

Memberships of statutory supervisory and administrative boards in Germany:
Deutsche Bank AG,
E.ON AG,
Merck KGaA

Memberships of comparable supervisory boards:
DKSH Holding Ltd., Switzerland,
E. Merck OHG

be elected as Supervisory Board members for the shareholders for a tenure of
four years, i.e. for the period up to conclusion of the Annual General Meeting
that resolves on approval and ratification of the actions of the Supervisory
Board for fiscal 2015.

The elections should be performed individually. Mrs. Guillaume-Grabisch and
Messrs. Canessa and Groos are proposed as new members. The other candidates
already belong to the Supervisory Board and are proposed for re-election. If
elected to the Supervisory Board, Dr. Simone Bagel-Trah is to be proposed as
candidate for the position of Chair of the Supervisory Board.

8. Shareholders´ Committee elections

Pursuant to Article 28 (1) of the Articles of Association as passed by
resolution of the 2008 Annual General Meeting, the tenure of the Shareholders´
Committee ends with this Annual General Meeting, necessitating new elections.

The Shareholders´ Committee and the Supervisory Board propose that

a) Prof. Dr. oec. HSG Paul Achleitner
Member of the Executive Board of Allianz SE, Munich

Memberships of statutory supervisory and administrative boards in Germany:
Bayer AG,
RWE AG,
Daimler AG

Allianz Group mandates:
Allianz Global Investors AG,
Allianz Investment Management SE (Chair)

b) Dr. rer. nat. Simone Bagel-Trah
Private Investor, Düsseldorf

Memberships of statutory supervisory and administrative boards in Germany:
Henkel AG & Co. KGaA (Chair),
Henkel Management AG (Chair),
Heraeus Holding GmbH

c) Mr. Johann-Christoph Frey
Commercial Executive, Klosters

No memberships of statutory supervisory boards / administrative boards in
Germany or comparable domestic or foreign oversight bodies

d) Mr. Stefan Hamelmann
Private Investor, Düsseldorf

Memberships of statutory supervisory and administrative boards in Germany:
Henkel Management AG (Vice-chair)

e) Dr. rer. pol. h.c. Christoph Henkel
Managing Partner Canyon Equity LLC, London

No memberships of statutory supervisory boards / administrative boards in
Germany or comparable domestic or foreign oversight bodies

f) Prof. Dr. rer. pol. Ulrich Lehner
Former Chairman of the Management Board of Henkel KGaA, Düsseldorf

Memberships of statutory supervisory and administrative boards in Germany:
Deutsche Telekom AG (Chair),
E.ON AG,
Henkel Management AG,
Porsche Automobil Holding SE,
ThyssenKrupp AG

Memberships of comparable supervisory boards:
Dr. August Oetker KG,
Novartis AG, Switzerland

g) Dr.-Ing., Dr.-Ing E.h. Norbert Reithofer
Chairman of the Executive Board of Bayerische Motoren Werke AG, Munich

No memberships of statutory supervisory boards / administrative boards in
Germany or comparable domestic or foreign oversight bodies

h) Mr. Konstantin von Unger
Co-founder and partner of Blue Corporate Finance AG, London

Memberships of statutory supervisory and administrative boards in Germany:
Henkel AG & Co. KGaA

Memberships of comparable supervisory boards:
Ten Lifestyle Management Ltd., Great Britain

i) Mr. Karel Vuursteen Former
Chairman of the Executive Board of Heineken N.V., Amsterdam

Memberships of statutory supervisory boards / administrative boards in Germany
or comparable domestic or foreign oversight bodies:
Akzo Nobel N.V. (Chair), Netherlands,
Heineken Holding N.V., Netherlands,
Tom Tom N.V. (Chair), Netherlands

j) Mr. Werner Wenning
Former Chairman of the Executive Board of Bayer AG, Leverkusen

Memberships of statutory supervisory and administrative boards in Germany:
Deutsche Bank AG,
E.ON AG (Chair),
HDI V.a.G.,
Talanx AG

Memberships of comparable supervisory boards:
Freudenberg & Co KG

be elected as Shareholders´ Committee members for a tenure of four years, i.e.
for the period up to conclusion of the Annual General Meeting that resolves on
approval and ratification of the actions of the Shareholders´ Committee for
fiscal 2015.

The elections should be performed individually. Mr. Frey is proposed as a new
member. The other candidates already belong to the Shareholders´ Committee and
are proposed for re-election. If elected to the Shareholders´ Committee, Dr.
Simone Bagel-Trah is to be proposed as candidate for the position of Chair of
the Supervisory Board.

9. Resolution on approval of the conclusion of an amendment agreement to modify
the existing control and profit and loss transfer agreement between Henkel
AG & Co. KGaA and Elch GmbH

The relationship between Henkel AG & Co. KGaA as the dominant company and Elch
GmbH, Düsseldorf, Germany, as the dominated entity is governed by a control and
profit and loss transfer agreement. In order to ensure the ongoing recognition
of the single-entity relationship between the parties for tax purposes, the
agreement was modified with an amendment agreement dated November 15, 2011,
harmonizing the wording to that of current statutes and accommodating any
changes in law that may occur in the future.

As a result of the amendment agreement, essentially the following content has
been incorporated in the respective control and profit and loss transfer
agreement:

- The subsidiary subordinates its management to Henkel AG & Co. KGaA, which is
empowered to issue instructions to said management.

- Pursuant to Section 301 AktG, the subsidiary is obliged to transfer its
entire profit to Henkel AG & Co. KGaA.

- Subject to authorization by Henkel AG & Co. KGaA, the subsidiary may transfer
amounts from its annual net income to other retained earnings, but only to the
extent permissible under commercial law and in line with the precepts of
economic prudence. Other retained earnings accruing during the term of the
agreement shall be released to Henkel AG & Co. KGaA on demand and transferred
as profit or as compensation for a net loss made in a trading year. The
transfer of amounts arising from the release of reserves formed before the
start of this agreement is precluded from this requirement.

- Pursuant to the provisions of Section 302 AktG, Henkel AG & Co. KGaA is
obliged to compensate for any net loss incurred in a trading year by the
subsidiary.

- The control and profit and loss transfer agreement comes into economic force
as of January 1 of the year of entry in the commercial register in which the
subsidiary is itself recorded. It can be terminated with three months´ notice
to the end of a financial year, but only on expiry of the fourth year following
the year of entry in the commercial register (giving a minimum term of five
years). As long as such notice has not been given, the agreement shall be
automatically extended for another year with the same period of notice
applying. The right to immediate termination for good cause or reason remains
unaffected.

The amendment agreement comes into force as of January 1 of the year of entry
in the commercial register in which the subsidiary itself is recorded.

The Personally Liable Partner, the Shareholders´ Committee and the Supervisory
Board propose that the Annual General Meeting approve the amendment agreement
modifying the control and profit and loss transfer agreement as detailed.

10. Resolution on the amendment to Article 17 and Article 33 of the Articles of
Association (Remuneration of the Supervisory Board and of the Shareholders´
Committee)

In compliance with the recommendations of the German Corporate Governance Code
(Kodex), the current Articles of Association stipulate remuneration of the
Supervisory Board and of the Shareholders´ Committee (Article 17 and Article 33
of the Articles of Association) comprising a fixed fee and also variable,
performance-related emoluments which are aligned, among other things, to the
Corporation´s dividends. The currently applicable Articles of Association are
also available on the internet (www.henkel.de/hv or www.henkel.com/agm).

It is proposed that the remuneration package be replaced by a fixed fee only,
corresponding to payment levels that have been made in the past. The purpose of
this proposal is to further reinforce the independence of the Supervisory
Board, as the level of workload and the liability risk do not, as a rule, run
parallel with the business performance of the Corporation. Changing to a purely
fixed fee would also be in keeping with current developments in the current
discussion with respect to corporate governance. Indeed, at its plenary meeting
of January 17, 2012, the Government Commission for the German Corporate
Governance Code (Kodex) proposed that the previous recommendation that the
Supervisory Board remuneration package should contain performance-related
emoluments be retracted.

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

a) that Article 17 of the Articles of Association be amended

(1) The members of the Supervisory Board shall receive for their services, in
addition to reimbursement of their cash disbursements, remuneration of 70,000
euros. The Chairperson shall receive double this amount, the Vice-chairperson
one-and-a-half times this amount.

(2) Members who also belong to one or several committees of the Supervisory
Board shall receive a further emolument of 35,000 euros, and if they are
Chairperson of one or several committees, 70,000 euros. Activity in the
Nominations Committee is not remunerated separately. Members of the Supervisory
Board who were members of the Supervisory Board or a committee for only a
portion of the financial year in question, or who were Chairperson or Vice-
Chairperson of the Supervisory Board or a committee for part of the year, shall
receive said remuneration on a pro-rata time basis.

(3) In addition, the members of the Supervisory Board shall receive an
attendance fee of 1,000 euros for each meeting of the Supervisory Board and its
committees that they attend. If several meetings take place on one day, the
attendance fee shall only be paid once.

(4) Where a member of the Supervisory Board is also a member of the Supervisory
Board of the Personally Liable Partner, and receives a remuneration for his or
her activities on the Supervisory Board of the Personally Liable Partner, his
or her remuneration for his or her activities on the Supervisory Board of the
Corporation shall be reduced by the amount received in remuneration for his or
her activities on the Supervisory Board of the Personally Liable partner.

(5) The remuneration per (1) and (2) above becomes due at the end of the
financial year in question.

(6) The members of the Supervisory Board shall be reimbursed by the Corporation
for the statutory value-added tax payable on their total remunerations and
disbursements.

(7) 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 also covers members of the
Supervisory Board. The premium for said policy is paid by the Corporation.

b) that Article 33 of the Articles of Association be amended

(1) The members of the Shareholders´ Committee shall receive for their
services, in addition to reimbursement of their cash disbursements,
remuneration of 100,000 euros. The Chairperson shall receive double the total
amount, the Vice-chairperson one and a half times this amount.

(2) Members who also belong to one or several subcommittees per Article 32 of
the Articles of Association shall receive a further emolument of 100,000 euros,
and if they are Chairperson of one or several subcommittees, 200,000 euros.
Members of the Shareholders´ Committee who were members of the Shareholders´
Committee or a subcommittee for only a portion of the financial year in
question or who performed the functions of the Chairperson or Vice-chairperson
within the Shareholders´ Committee or a subcommittee for part of the year shall
receive said remuneration on a pro-rata time basis.

(3) Where a member of the Shareholders´ Committee is also a member of the
Supervisory Board of the Personally Liable Partner, and receives a remuneration
for his or her activities on the Supervisory Board of the Personally Liable
Partner, his or her remuneration for his or her activities on the Shareholders´
Committee of the Corporation shall be reduced by the amount received in
remuneration for his or her activities on the Supervisory Board of the
Personally Liable partner.

(4) The remuneration per (1) and (2) above becomes due at the end of the
financial year in question.

(5) 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 also covers members of the
Shareholders´ Committee. The premium for said policy is paid by the
Corporation.

c) The amendments indicated under a) and b) above shall, on coming into force,
replace the current provisions governing remuneration of the members of the
Supervisory Board and the Shareholders´ Committee and shall first become
applicable for fiscal 2012.

II. Further information and advisories

1. 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. As stated in Section 140 (2) sentence 1 AktG, preferred shares with no
voting right cannot be used to vote in the Annual General Meeting.

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

In accordance with Article 20 of the Articles of Association, only those
shareholders (holders of ordinary and/or preferred shares) who, by the end of
April 10, 2012 (24:00 hours / midnight), present to the Corporation a special
validation issued by their depositary bank confirming ownership of shares,
shall be entitled to attend - either in person or represented by their
proxyholder - the Annual General Meeting and to exercise voting rights
(ordinary shares only). This validation should be sent to the following
address:

Henkel AG & Co KGaA
c/o Commerzbank AG
GS-MO 4.1.1 General Meetings
60261 Frankfurt am Main, Germany
Fax: +49 (0) 69/136 26351
Email: [email protected]

The validation 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 26, 2012 (0:00 hours/0 a.m.). 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 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 Section 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 (Article 20 (3) of the Articles of
Association).

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

Normally, the depositary institutions take care of the registration formalities
and presentation of the validation of shareholdings on behalf of their clients.
On receipt of their registration and validation of their ownership of shares,
shareholders will be sent admission cards allowing participation in the Annual
General Meeting, together with the relevant proxy assignment forms or postal
vote forms, by the Registration Office. In order to ensure the timely receipt
of these admission cards, we ask that shareholders intending to attend the
Annual General Meeting request an admission card from their depositary bank at
the earliest possible time.

To ensure efficient organization of the Annual General Meeting, we request that
shareholders register early, and that they only register if they seriously
intend to participate in the Annual General Meeting. Having an admission card
is not a prerequisite of participation. Its purpose is merely to facilitate the
organizational procedures.

3. Postal voting procedure

Shareholders not attending the Annual General Meeting personally may exercise
their voting rights (ordinary shares only) by way of the postal voting system.
In this case too, shareholders need to register by the deadline and present
validation of their share ownership (cf. item 2 above).

Postal voting can be effected in writing (i.e. by conventional mail) or through
electronic communications.

If submitting a postal vote by conventional mail, please ensure that you only
use the form sent to you with the admission card for this purpose. Postal votes
submitted by conventional mail must reach the Corporation in written text form
at the address shown at the bottom of the form by April 12, 2012. Voting rights
can also be exercised electronically via the internet subject to compliance
with the procedures laid down by the Corporation.

Postal votes may be withdrawn or amended while in transit up to the time when
they can be cast at the Annual General Meeting.

Opting for a postal vote does not prevent a shareholder from attending the
Annual General Meeting. Personal attendance at the Annual General Meeting
results in the automatic withdrawal of postal votes already submitted.

If both postal votes and proxies / instructions are received by proxyholders of
the Corporation, the postal votes will be given precedence.

Please note, however, that when selecting the postal voting option, you will
not be able to vote on countermotions made or candidates for election nominated
in the course of the AGM. Similarly, the postal voting option means that you
will not have an opportunity to speak, object to Annual General Meeting
proposals, pose questions or submit motions.

For further instructions relating to the postal vote option, please refer to
the advisory leaflet sent to shareholders together with the admission card. The
corresponding information is also available on the internet (www.henkel.de/hv
or www.henkel.com/agm).

4. Voting, assignment of powers of representation (proxies) and proxy voting
procedures

Assigning powers of representation (proxy) to third parties
Shareholders who do not want to participate personally at the Annual General
Meeting can appoint a representative (proxyholder) to attend on their behalf
and - if they own ordinary shares - to exercise their voting rights. In this
case too, shareholders need to register by the deadline and present validation
of their share ownership (cf. item 2 above).

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. Revocation may also be effected by the shareholder
personally attending the Annual General Meeting.

Shareholders can assign powers of representation to their chosen proxyholders
by completing the proxy form (information to be provided in text form) printed
on the admission card and passing it to their assigned representative
(proxyholder) who, on presentation of said form at the Annual General Meeting,
will receive in exchange for the admission card form, voting card documents
(ordinary shares only) or a participation document (preferred shares).

When assigning powers of representation to banks, similar institutions or
corporate entities (Section 135 (10) and Section 125 (5) AktG) or persons
pursuant to Section 135 (8) AktG, and in particular shareholder associations,
the law neither stipulates a text form, nor do the Articles of Association
contain any special provision governing such actions. For this group of
proxyholders, therefore, the desired form for the assignment of powers of
representation (proxies) should therefore be as requested by the assignee (i.e.
the prospective proxyholder).

Assigning powers of representation to proxyholders in the employ of the
Corporation
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
can use the proxy / instruction form printed on the admission card for the
Annual General Meeting, and issue their instructions accordingly. Without such
instructions, the proxy is invalid. However, only instructions relating to the
proposals for resolution announced by the Corporation prior to the Annual
General Meeting are possible, including any proposal on profit appropriation
amended in the Annual General Meeting as described under Item 2 on the Agenda,
or relating to previously announced proposals for resolution from shareholders
submitted prior to the Annual General Meeting by the Corporation in response to
a request voiced by a minority per Section 122 (2) AktG, as a countermotion per
Section 126 (1) AktG or as a nomination for election per Section 127 AktG. 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 appropriately completed proxy
form to the address given on the proxy form by April 12, 2012 at the latest.
Please note that proxyholders cannot accept instructions or commissions to
speak, lodge appeals against Annual General Meeting resolutions, nor
instructions or commissions relating to procedural motions, nor can they ask
questions or propose motions.

Using the data on the admission card, shareholders can assign powers of
representation (proxies), including those for proxyholders nominated by the
Corporation, and issue instructions electronically via the internet, subject to
compliance with the procedures laid down by the Corporation.

If a shareholder appoints more than one proxyholder, the Corporation may reject
one or several of these per Section 134 (3) sentence 2 AktG.

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

By order of the Chairperson of the Annual General Meeting, the opening of the
Annual General Meeting and the address given by the Chairperson of the
Management Board may be transmitted live via the internet.

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

Ordinary and/or preferred shareholders, whose shareholdings together equate to
one twentieth of the capital stock or 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. Each new item must be
accompanied by a justification or a formulated resolution. Such request must be
addressed in writing to the Management Board and be received by the Corporation
by the end of March 16, 2012 (24:00 hours / midnight). Corresponding requests
should be sent to the address indicated in No. 7 below.

Amendments and supplements to the AGM agenda that need to be
published/announced in advance must - unless already announced in the Notice of
Convocation - be published/announced immediately on receipt of the request in
the same way as the Notice of Convocation.

7. Countermotions and election nominations by shareholders pursuant to Section
126 (1) and Section 127 AktG

Ordinary and/or preferred shareholders can submit countermotions in relation to
proposals submitted by the Personally Liable Partner and/or Supervisory Board
and/or Shareholders' Committee on individual agenda items, and may also submit
nominations for the elections detailed on the agenda (Section 126 (1) and
Section 127 AktG).

Any countermotions (with justification) or election nominations by shareholders
pursuant to Section 126 (1) and Section 127 AktG should be exclusively
submitted to the address immediately below; countermotions or election
nominations submitted in some other way cannot be considered.

Henkel AG & Co KGaA
- Annual General Meeting 2012 -
Investor Relations
Henkelstr. 67
40589 Düsseldorf, Germany
Fax: 0211 / 798 - 2863
E-mail: [email protected]

Countermotions (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 or
www.henkel.com/agm). Countermotions or election nominations received at the
address indicated above by the end of April 01, 2012 (24:00 hours/midnight)
will be included for consideration. Any response from Management will likewise
be published on the website indicated.

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

8. Information rights pursuant to Section 131 (1) and Section 293g (3) AktG

Pursuant to Section 131 (1) AktG, each shareholder, i.e. whether a holder of
ordinary or preferred shares, may in the Annual General Meeting verbally
request and require of the Personally Liable Partner that it provide
information on Corporation matters, the legal and business relations of the
Corporation 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 and there is no
valid right of refusal to provide such information. Moreover, pursuant to
Section 293g (3) AktG, each shareholder shall, on request, be provided in the
Annual General Meeting with information on all affairs and matters pertaining
to subsidiaries that are or may be material to any change in the control and
profit and loss transfer agreements relating to same.

Pursuant to Section 131 (2) sentence 4 AktG in conjunction with Article 23 (2)
sentences 3 and 4 of the Corporation´s Articles of Association, the Chairperson
of the Annual General Meeting may place a reasonable limit on the time afforded
under the right of shareholders to speak and ask questions.

9. Supplementary information / website via which information required per
Section 124a AktG can be accessed

The Notice of Convocation of the Annual General Meeting, the documents and
motions of shareholders to which access must be provided, and other information
and explanations, particularly with regard to participation in the Annual
General Meeting, postal voting, the assignment of powers of representation
(proxies) and the issuance of instructions to proxyholders, and also relating
to shareholder rights per Sections 122 (2), 126 (1), 127, 131 (1), and 293g (3)
AktG, can be obtained from the Corporation´s websites (www.henkel.de/hv or
www.henkel.com/agm).

Together with their admission card, shareholders will be sent more details
pertaining to participation in the Annual General Meeting, postal voting and
the appointment of proxyholders, and the issuance of instructions to same.

The ballot results will be announced on the same websites at the end of the
Annual General Meeting.

This Notice of Convocation was published in the Electronic Federal Gazette on
March 08, 2012.

Düsseldorf, March 2012

Henkel AG & Co KGaA

Henkel Management AG
(Personally Liable Partner)

Management Board

Further inquiry note:
Heinz Nicolas
Tel.: +49 (0)211 797-4516
E-Mail: [email protected]
end of announcement euro adhoc
--------------------------------------------------------------------------------

issuer: Henkel AG & Co. KGaA
Henkelstr. 67
D-40191 Düsseldorf
phone: +49 (0)211 797-0
FAX: +49 (0)211 798-4008
WWW: http://www.henkel.com
sector: Consumer Goods
ISIN: DE0006048432, DE0006048408
indexes: DAX, CDAX, HDAX, Prime All Share
stockmarkets: free trade: Hannover, München, Hamburg, Düsseldorf, Stuttgart,
regulated dealing: Berlin, regulated dealing/prime standard:
Frankfurt
language: English

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EANS-General Meeting: Henkel AG & Co. KGaA / Announcement convening the general meeting

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