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

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

_____________________________________________________________

Convocation of the Annual General Meeting of

Henkel AG & Co. KGaA, Düsseldorf

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

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

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

Admission from 8.30 a.m.

I. AGENDA

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

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

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

2. Resolution for the appropriation of profit

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

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

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

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

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

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

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

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

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

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

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

7. Resolution on supplementary Supervisory Board elections

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

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

The Supervisory Board proposes that the following candidates

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

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

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

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

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

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

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

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

• Structure and amounts

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

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

• Fixed salary

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

• Variable compensation

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

a) Determining the variable compensation

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

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

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

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

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

• Long-term incentive (LTI)

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

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

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

• Pension benefits

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

• Other emoluments

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

• Other regulatory provisions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

II. Reports and supplementary information relating to the agenda items

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

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

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

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

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

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

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

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

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

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

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

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

The authorization to dispose of treasury stock covers shares that are
purchased on the basis of this proposed resolution and those purchased on
the basis of authorizations previously approved and passed in earlier
General Meetings. In the event that the authorization is used, the
Personally Liable Partner shall inform the subsequent General Meeting
thereof.

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

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

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

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

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

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

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