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

General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement.

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

We hereby formally invite our shareholders to attend the Ordinary Annual General Meeting of BAUER Aktiengesellschaft, to be held on Thursday, June 28, 2012 at 10 a.m. (doors open 9 a.m.) at the premises of BAUER Aktiengesellschaft, BAUER-Strasse 1, 86529 Schrobenhausen, Germany.

I. Agenda

1. Presentation of the confirmed annual financial statements of BAUER Aktiengesellschaft, the approved consolidated financial statements of the Group, the management report and Group management report and the report of the Supervisory Board for the 2011 financial year, together with the explanatory report of the Management Board relating to the disclosures pursuant to Section 289, Subsections 4 and 5 and Section 315, Subsection 4 of the German Commercial Code (HGB)

Pursuant to Section 124a, Clause 1, Item 2 of the German Stock Corporation Act (AktG), the following statement is made: The annual financial statements were confirmed by the Supervisory Board and the consolidated financial statements approved on April 11, 2012. Consequently, in accordance with Sections 172 f. AktG, no resolution is required in relation to this agenda item.

2. Resolution on the appropriation of net earnings available for distribution from the 2011 financial year

The Management Board and Supervisory Board propose the following resolutions:

that the net earnings of BAUER Aktiengesellschaft for the 2011 financial year totalling EUR 22,590,906.89 be appropriated as follows:

Payment of a dividend to shareholders of EUR 0.50
for each no-nominal-value share eligible for dividend,
with a total of 17,131,000 no-nominal-value shares
eligible for dividend EUR 8,565,500.00

Profit carried forward EUR 14,025,406.89

that a partial amount possibly attributable to no-nominal-value shares not eligible for dividend also be carried forward.

3. Resolution on ratification of the actions of the members of the Management Board for the 2011 financial year

The Management Board and Supervisory Board propose a resolution that the actions of the members of the Management Board during the 2011 financial year be ratified.

4. Resolution on ratification of the actions of the members of the Supervisory Board for the 2011 financial year

The Management Board and Supervisory Board propose a resolution that the actions of the members of the Supervisory Board during the 2011 financial year be ratified.

5. Resolution on cancellation of the existing authorized capital (Article 4, Paragraph 4 of the company's Articles of Association), creation of a new authorized capital with the possibility to exclude subscription rights, and appropriate amendment of the Articles of Association

The as yet unused authorization to increase the share capital by up to EUR 2,000,000.00 passed by the Annual General Meeting on June 26, 2008 expires on June 25, 2013 - most likely prior to the 2013 Ordinary Annual General Meeting. Consequently, a new authorized capital is to be created, enabling the company to increase its capital resources again in the coming years as and when required.

The Management Board and Supervisory Board propose the following resolutions:

a) The authority granted to the Management Board by the Annual General Meeting on June 26, 2008 to increase the share capital, with the consent of the Supervisory Board, once or more than once by June 25, 2013 by up to a total of EUR 2,000,000.00 by the issue of new no-nominal-value bearer shares against cash and/or non-cash contributions (2008 authorized capital) shall be cancelled with effect from the date of entry in the Register of Companies of the new authorized capital pursuant to the resolutions under lit. b) and lit. c) below.

b) The Management Board shall be authorized, with the consent of the Supervisory Board, to increase the share capital, once or more than once, by up to a total of EUR 7,300,000.00 by June 27, 2017 by the issue of new no-nominal-value bearer shares against cash and/or non-cash contributions (2012 authorized capital). The shareholders shall have subscription rights in principle. Subscription rights may also be granted to shareholders indirectly in accordance with Section 186, Subsection 5 AktG.

The Management Board shall, however, be authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in the following cases:

- in the event of capital increases against non-cash contributions;

- in the event of capital increases against cash contributions where the issue amount of the new shares issued is not materially below the market price of the already quoted shares at the time of definitive setting of the issue price and the shares issued excluding shareholders' subscription rights pursuant to Section 186, Subsection 3, Clause 4 AktG do not in total exceed 10 percent of the existing share capital either at the time this authority takes effect or at the time of exercising this authority. Shares which have been or are to be sold or issued in direct or corresponding application of Section 186, Subsection 3, Clause 4 AktG while this authority is in place until such time as it is exercised, pursuant to other authorities, excluding subscription rights, are to be set off against the said 10 percent limit.

- to balance out fractional amounts.

The total shares issued pursuant to the aforementioned authorities, excluding subscription rights, in the event of capital increases against cash and/or non-cash contributions must not exceed 20 percent of the existing share capital either at the time the authority takes effect or at the time of exercising the authority.

The Management Board shall further be authorized, with the consent of the Supervisory Board, to specify the further details of the capital increase and its execution as well as the substantive content of the share rights.

The Supervisory Board shall be authorized to adapt the wording of Article 4 of the Articles of Association according to the respective utilization of the 2012 authorized capital and, if the 2012 authorized capital has not been utilized, or not fully utilized, by June 27, 2017, to adapt it accordingly following expiry of the deadline for authorization.

c) Article 4, Paragraph 4 of the Articles of Association shall be completely revised as follows:

"The Management Board is authorized, with the consent of the Supervisory Board, to increase the share capital, once or more than once, by up to a total of EUR 7,300,000.00 by June 27, 2017 by the issue of new no-nominal-value bearer shares against cash and/or non-cash contributions (2012 authorized capital). The shareholders shall have subscription rights in principle. Subscription rights may also be granted to shareholders indirectly in accordance with Section 186, Subsection 5 AktG.

The Management Board is, however, authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in the following cases:

- in the event of capital increases against non-cash contributions;

- in the event of capital increases against cash contributions where the issue amount of the new shares issued is not materially below the market price of the already quoted shares at the time of definitive setting of the issue price and the shares issued excluding shareholders' subscription rights pursuant to Section 186, Subsection 3, Clause 4 AktG do not in total exceed 10 percent of the existing share capital either at the time this authority takes effect or at the time of exercising this authority. Shares which have been or are to be sold or issued in direct or corresponding application of Section 186, Subsection 3, Clause 4 AktG while this authority is in place until such time as it is exercised, pursuant to other authorities, excluding subscription rights, are to be set off against the said 10 percent limit.

- to balance out fractional amounts.

The total shares issued pursuant to the aforementioned authorities, excluding subscription rights, in the event of capital increases against cash and/or non-cash contributions must not exceed 20 percent of the existing share capital either at the time the authority takes effect or at the time of exercising the authority.

The Management Board is further authorized, with the consent of the Supervisory Board, to specify the further details of the capital increase and its execution as well as the substantive content of the share rights.

The Supervisory Board is authorized to adapt the wording of Article 4 of the Articles of Association according to the respective utilization of the 2012 authorized capital and, if the 2012 authorized capital has not been utilized, or not fully utilized, by June 27, 2017, to adapt it accordingly following expiry of the deadline for authorization."

6. Election of auditors for the Company and the Group for the 2012 financial year

On the recommendation of the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main be elected as auditors of the parent company's financial statements and the Group consolidated financial statements for the 2012 financial year.

***

II. Report of the Management Board relating to agenda item 5 pursuant to Section 203, Subsection 2, Clause 2 and Section 186, Subsection 4, Clause 2 of the German Stock Corporation Act (AktG)

The as yet unused authorization to increase the share capital by up to EUR 2,000,000.00 passed by the Annual General Meeting on June 26, 2008 and entered in Article 4, Paragraph 4 of the company's Articles of Association expires on June 25, 2013 - most likely prior to the 2013 Ordinary Annual General Meeting. To provide the company's Management Board with the time to utilize the authority, the Management Board and Supervisory Board propose that the authorization to increase capital set out in Article 4, Paragraph 4 of the Articles of Association be cancelled and replaced by a new authorization expiring on June 27, 2017. The object of this is to authorize the Management Board, with the consent of the Supervisory Board, to increase the share capital, once or more than once, by up to a total of EUR 7,300,000.00 by the issue of new no-nominal-value bearer shares against cash and/or non-cash contributions (2012 authorized capital).

As a result, the Management Board will retain the capability, within an appropriate framework, to adjust the company's equity in line with commercial and legal requirements and to respond quickly to financial demands arising in connection with the implementation of strategic decisions for the period extending beyond June 25, 2013. To do this, the company must always have access to the necessary capital procurement instruments - regardless of its concrete plans to utilize them. Common reasons for utilizing authorized capital include strengthening the equity base and financing acquisitions. Since decisions relating to coverage of capital requirements usually have to be made at short notice, it is important that the company should not be dependent on the timing of its Annual General Meetings when doing so. The authorized capital is an instrument provided by law to meet this need.
Shareholders have in principle a subscription right in relation to utilization of the 2012 authorized capital. Shares may also be granted to shareholders indirectly within the context of a legal subscription right in accordance with Section 186, Subsection 5 AktG. However, with the consent of the Supervisory Board, shareholders' subscription rights in respect of the proposed 2012 authorized capital may be excluded in the following cases:

- Shareholders' subscription rights may be excluded with the consent of the Supervisory Board in the event of capital increases against non-cash contributions. This will enable the Management Board to use company stock, in suitable specific cases, to acquire businesses, parts of businesses, shares in businesses or other assets. It may be necessary in the course of negotiations to offer shares in payment of such transactions rather than cash. The object of the authorized capital, linked to a corresponding exclusion of subscription rights, is to enable BAUER Aktiengesellschaft in suitable cases to acquire businesses, parts of businesses, shares in businesses or other assets from third parties in return for an issue of shares, without utilizing lines of credit, thereby conserving liquidity. This will greatly enhance the Management Board's flexibility in the international competitive marketplace. In view of the ever-increasing scale of corporate units involved in such transactions, funding can often not be provided in cash without placing major strain on the liquidity of the company or increasing the company's indebtedness to an unacceptable level.

Although an exclusion of subscription rights reduces the relative equity ratio and voting rights of the existing shareholders, granting subscription rights would make it impossible to acquire businesses, parts of businesses, shares in businesses or other assets in exchange for shares, thereby rendering the associated benefits to the company and its shareholders unattainable. The Management Board will carefully review in each individual case whether the 2012 authorized capital should be utilized. It will only do so if the acquisition is necessary in the interest of the company. As a prerequisite for issue of shares against non-cash contributions, the value of the non-cash contribution must be proportionate to the value of the shares. In setting the ratio between the two values, the Management Board will ensure that the interests of the company and its shareholders are appropriately preserved and an appropriate issue sum is attained.

- The subscription right may further be excluded, with the consent of the Supervisory Board, where the new shares relating to capital increases against cash pursuant to Section 186, Subsection 3, Clause 4 AktG are issued at a price not materially below the quoted market price. The object of this exclusion of subscription rights is to enable the management to respond quickly in order to exploit favourable market conditions, setting a realistic market price to attain the highest possible issue amount and thereby maximize the increase in the company's capital resources. The quicker response enabled by a capital increase of this nature generates a higher inflow of funds than a comparable capital increase retaining shareholders' subscription rights because it usually entails less of a discount. It is thus in the interest of the company. Moreover, a capital increase of this kind can also be employed to attract new shareholder groups.

The total shares issued pursuant to Section 186, Subsection 3, Clause 4 AktG, excluding subscription rights, must not exceed 10 percent of the existing share capital either at the time the authority takes effect or at the time of exercising the authority. Sales of treasury stock taking place while this authority is in place, excluding subscription rights pursuant to Section 71, Subsection 1, Item 8, Clause 5 and Section 186, Subsection 3, Clause 4 AktG, shall be set off against this maximum limit. Shares which have been, or are to be, issued in order to service bonds entailing conversion or warranty rights or a conversion obligation shall likewise be set off against this maximum limit where the bonds are issued while this authority is in place, excluding subscription rights in corresponding application of Section 186, Subsection 3, Clause 4 AktG. These provisions meet the needs of shareholders for protection of their share holdings against dilution.

In utilizing the proposed authorization, the Management Board shall, with the consent of the Supervisory Board, set the issue price as close to the current market price as possible, taking into account prevailing conditions on the capital market. The linkage to the market price will prevent any significant financial disadvantage to shareholders excluded from subscription rights. The issue price of the new shares set close to the market price and the limit on the size of the capital increase excluding subscription rights will enable shareholders to maintain their share in equity by acquiring the necessary stock at virtually identical terms through the market. In utilizing the authorization, the Management Board shall make efforts to ensure that the new shares arising from the capital increase are issued such as to minimize impact on the capital market. Thus, in the event of utilization of the 2012 authorized capital excluding subscription rights, the asset and voting right interests of the shareholders will be appropriately preserved, while the company is provided with greater flexibility to act in the interests of all shareholders.

- If the Management Board does not utilize the aforementioned authorities to exclude subscription rights, the resolution seeks to authorize the Management Board, within the framework of the authorized capital and with the consent of the Supervisory Board, to exclude subscription rights for residual amounts arising from the definition of the subscription ratio. This will aid the processing of a rights issue where residual amounts are created because of the issue volume or in order to establish a practicable subscription ratio. The surplus shares excluded from the shareholders' subscription rights will be realized either by being sold off on the market or in some other way to the optimum benefit of the company. The potential dilution is minimized because of the limitation to residual amounts and is therefore objectively justifiable.

The total nominal amount of the 2012 authorized capital is up to EUR 7,300,000.00. This in total corresponds to up to approximately 10 percent of the company's share capital at the time the authorization was passed. With a view to the expectations of international investors, however, provision is made for an explicit limit on capital increases entailing exclusion of subscription rights to 20 percent of the existing share capital.

There are no current plans to utilize the authorized capital. The Management Board will carefully review in each individual case whether to utilize the authorization to increase capital entailing exclusion of shareholders' subscription rights. It will only do so if the Management Board and the Supervisory Board deem such an action to be in the interest of the company and thus of its shareholders. The proposed term of the 2012 authorized capital conforms to the framework permitted by law. In the event of the proposed authority being utilized, the Management Board will report on the matter to the Annual General Meeting following its utilization.

***

III. Further particulars relating to convening of the Annual General Meeting

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

Requirements for attendance at the Annual General Meeting and exercising of voting rights
In accordance with Article 16, Paragraph 1 of the company's Articles of Association, only those shareholders shall be entitled to participate in the Annual General Meeting and exercise their voting rights who have registered in text form with the office designated below and furnished proof of their entitlement. Documentary confirmation of share ownership from the depository bank shall suffice as proof. The proof of ownership shall be referred to the start of the 21st day before the meeting - that is, June 7, 2012, 00:00 hours (record date).Registration and proof of share ownership, in German or English, must be received by 24:00 hours on June 21, 2012 at the following address:

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

On receipt of their registration and proof of shareholding by the designated office, shareholders will be sent tickets to attend the Annual General Meeting including proxy voting forms. Tickets are issued purely for organizational reasons, and do not embody any additional preconditions for attendance.

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

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

Proof of proxy voting rights must either be presented on the day of the Annual General Meeting by the authorized proxy or be furnished by means of a declaration to the company by post or fax, or electronically by e-mail, by no later than 24:00 hours on June 27, 2012 to the following address:

BAUER Aktiengesellschaft
c/o Computershare HV-Services AG
Prannerstrasse 8
80333 Munich, Germany
Fax: +49 89 30903 74675
e-mail: hv2012@bauer.de

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

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

The company further offers its shareholders the option of being represented by company proxies. The assignment and revocation of proxy voting rights, as well as the proof of such authorization furnished to the company, must be in text form. Where company-appointed proxies are assigned, they must in all cases be issued with instructions as to how voting rights are to be exercised. Without such instructions the proxy assignment is invalid. The proxies are obliged to vote in accordance with instructions. Details, as well as a proxy authorization and voting form, are included in the documentation package sent out to duly registered shareholders. Proxy assignments and voting instructions must be received by no later than 24:00 hours on June 27, 2012 at BAUER Aktiengesellschaft, c/o Computershare HV-Services AG, Prannerstrasse 8, 80333 Munich, Germany, fax: +49 89 30903 74675, e-mail: hv2012@bauer.de. Proxy assignments and voting instructions submitted to the said address can no longer be changed in this way after 24:00 hours on June 27, 2012. The right to revoke a proxy in the event of personal attendance at the Annual General Meeting remains unaffected. Even where company-appointed proxies are assigned, the shareholder's registration and proof of share ownership from the depository bank pursuant to the provisions set out above must still be received in the required form by the stipulated date and time.

It will additionally be possible for shareholders attending the Annual General Meeting who leave before votes are cast to assign proxy rights and issue voting instructions to the company-appointed proxies on leaving in order to exercise their voting rights.

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

Shareholders' rights: Additional agenda items
In accordance with Section 122, Subsection 2 AktG, shareholders whose shares together account for one twentieth part of the share capital, or reach the proportional amount of EUR 500,000, may demand that items be placed on the agenda and publicized as such. Any new item must be accompanied by a statement of reasons or a proposed resolution. The demand must be submitted in writing to the Management Board. Demands for the inclusion of additional agenda items must be received by the company at least 30 days before the Annual General Meeting -that is, by no later than 24:00 hours on May 28, 2012. Please submit any such demands to the following address:

BAUER Aktiengesellschaft
- Management Board -
BAUER-Strasse 1
86529 Schrobenhausen, Germany

The shareholders concerned must furnish proof that they have owned the required number of shares since at least 24:00 hours on March 28, 2012.

Shareholders' rights: Motions and proposals for election
All shareholders are entitled to submit motions relating to agenda items in accordance with Section 126, Subsection 1 AktG or proposals for the election of auditors of the parent company and consolidated Group financial statements in accordance with Section 127 AktG. The company will make available motions and proposals for election received from shareholders, including the name of the shareholder, the reason for the submission and any comments of the management in response, at http://www.bauer.de in the Investor Relations/Annual General Meeting section, to the extent stipulated by law, provided the shareholder has submitted to the company an admissible motion relating to a specific agenda item, together with the reasoning behind it, or an admissible proposal for election, including the legally required information, at least 14 days before the Annual General Meeting - that is, by 24:00 hours on June 13, 2012. A proposal for election need not be made accessible, among other reasons, if it does not include the name, profession and place of residence of the candidate. No reason need be given for a proposal for election. Shareholders are requested to furnish proof of their shareholding when submitting motions or proposals for election.

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

BAUER Aktiengesellschaft
Investor Relations
BAUER-Strasse 1
86529 Schrobenhausen, Germany
Fax: +49 8252 97- 2900
E-mail: hv2012@bauer.de

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

***

IV. Information and documentation relating to the Annual General Meeting

The annual financial statements of BAUER Aktiengesellschaft and the consolidated financial statements of the Group to December 31, 2011, the management reports of the parent company and of the Group for the 2011 financial year, together with the report of the Supervisory Board, the proposal of the Management Board regarding the appropriation of net profit available for distribution and the report of the Management Board in accordance with Section 203, Subsection 3, Clause 2 and Section 186, Subsection 4, Clause 2 AktG relating to agenda item 5 will be available for inspection at the offices of BAUER Aktiengesellschaft as from the date of convening the Annual General Meeting. Copies of these documents will be sent to any shareholder immediately upon request, free of charge. In accordance with Section 124a AktG, they are also available to view on the company's website at http://www.bauer.de, in the Investor Relations/Annual General Meeting section. The aforementioned documents will also be available for inspection during the Annual General Meeting on June 28, 2012.The results of voting will also be published on the company's website when the Annual General Meeting has ended.

Schrobenhausen, May 2012
BAUER Aktiengesellschaft
The Management Board

end of announcement euro adhoc

issuer: BAUER Aktiengesellschaft
BAUER-Straße 1
D-86529 Schrobenhausen
phone: +49 (0)8252-97-1797
FAX: +49 (0)8252-97-2900
mail: investor.relations@bauer.de
WWW: http://www.bauer.de
sector: Construction & Property
ISIN: DE0005168108
indexes: SDAX, CDAX, Classic All Share, Prime All Share stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart, regulated dealing/prime standard: Frankfurt
language: English

Rückfragen & Kontakt:

Christopher Wolf
Investor Relations
BAUER Aktiengesellschaft
BAUER-Straße 1
86529 Schrobenhausen
Tel.: +49 8252 97-1797
Fax: +49 8252 97-2900
investor.relations@bauer.de
www.bauer.de

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