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

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General meeting information transmitted by euro adhoc. The issuer is
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K+S Aktiengesellschaft
with registered seat in Kassel
ISIN: DE0007162000
Securities Identification No. 716 200

Invitation to the Ordinary Annual General Meeting

on Tuesday, 11 May 2010, 10:00 hours, in the Kongress Palais Kassel -
Stadthalle, Friedrich-Ebert-Straße 152, 34119 Kassel.

Agenda 1. Presentation of the approved annual financial statements of
K+S Aktiengesellschaft, of the approved consolidated financial
statements, of the management report, and of the Supervisory Board
report, in each case for the 2009 financial year, as well as of the
explanatory report of the management concerning the information under
Sections 289 paragraph 4, 315 paragraph 4 of the German Commercial
Code (HGB)

Information can be found on the company's website www.k-plus-s.com as
to why no resolution is to be passed on this item of the Agenda.

2. Resolution on the appropriation of profits

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

"The accumulated profit for the 2009 financial year in an amount of
EUR 46.149.746,16 shall be appropriated as follows:

Distribution of a dividend of EUR 0,20 on 191,400,000 no-par value
shares entitled to dividends EUR 38.280.000,00 Profit carried forward
EUR 7.869.746,16 Accumulated profit EUR 46.149.746,16"

3. Resolution on the approval of the system for the remuneration of
members of the Board of Executive Directors

The Board of Executive Directors and the Supervisory Board propose
that the system for the remuneration of members of the Board of
Executive Directors be approved, which is published on the company's
website under www.k-plus-s.com at the same time as the invitation to
the meeting until the end of the Annual General Meeting. The
resolution does not establish any rights or obligations; in
particular, it leaves the obligations of the Supervisory Board under
Section 87 of the German Stock Corporation Act (AktG) unaffected.

4. Resolution about the ratification of the actions of the Board of
Executive Directors

The Supervisory Board and the Board of Executive Directors propose
that the actions of the members of the Board of Executive Directors
be ratified for the 2009 financial year.

5. Resolution about the ratification of the actions of the
Supervisory Board

The Board of Executive Directors and the Supervisory Board propose
that the actions of the members of the Supervisory Board be ratified
for the 2009 financial year.

6. Election to the Supervisory Board

After Dr. Uwe-Ernst Bufe, who had been elected to the Supervisory
Board by the Annual General Meeting on 14 May 2008, stepped down from
his office as of 31 August 2009, Mr. George Cardona was appointed in
his stead as member of the Supervisory Board upon request of the
Supervisory Board Chairman by resolution of the Local Court Kassel
dated 8 October 2009 until the end of the next Annual General
Meeting.

The Supervisory Board proposes to elect Mr. George Cardona to the
Supervisory Board with effect from the end of the Annual General
Meeting on 11 May 2010 until the end of the Annual General Meeting
that decides about the ratification of actions for the 2014 financial
year.

Mr. Cardona is an economist by profession, 58 years old, and has his
residence in Monaco. He is a member of the following foreign
supervisory bodies:

Board of CLL Management Ltd., Guernsey Board of CLL Hedge Portfolio
Ltd., Guernsey Board of Diversified Macro Solutions plc, Ireland
Board of Donalink Ltd., Cyprus Board of Erglis Ltd., Cyprus Board of
Hamilton Art Ltd., Bermudas Board of Hamilton Jets Ltd., Bermudas
Board of Linea Ltd., Bermudas (Vice Chairman) Board of Linetrust PTC
Ltd., Bermudas (Vice Chairman) Board of MCC Holding plc, Cyprus Board
der MCC Investments Ltd., Cyprus Directors' council of OJSC Siberian
Coal Energy Co., Russia Directors' council of OJSC EuroChem Mineral
and Chemical Company, Russia Board of Valise Ltd., Bermudas (Vice
Chairman)

The composition of the Supervisory Board is determined by Section 96
paragraph 1 first alternative of the German Stock Corporation Act
(AktG) in connection with Section 7 paragraph 1 No. 2 of the German
Co-Determination Act (Mitbestimmungsgesetz) and Section 8 paragraph 1
sentence 1 of the Articles of Association. The Annual General Meeting
is not bound to resolution proposals.

7. Election of the auditor for the 2010 financial year

Upon recommendation of the audit committee, the Supervisory Board
proposes to elect Deloitte & Touche GmbH, Hanover, as auditor for the
financial statements and consolidated financial statements for the
2010 financial year.

8. Resolution about the authorization to issue convertible and option
bonds with the concurrent creation of conditional capital as well as
a corresponding amendment of the Articles of Association;
cancellation of the resolution adopted by the Annual General Meeting
on 10 May 2006 under item 7 of the Agenda

The Annual General Meeting of 10 May 2006 had authorized the Board of
Executive Directors under item 7 of the Agenda until 9 May 2011, with
the consent of the Supervisory Board, to issue convertible and/or
option bonds and to grant conversion or, as the case may be, option
rights for new shares in the company to the holders or, as the case
may be, creditors of such bonds. At the same time, the share capital
was increased conditionally and the Articles of Association were
supplemented in Section 4 with a corresponding paragraph 5. One
shareholder filed a lawsuit against the resolution of the Annual
General Meeting, which was joined by several interveners, arguing
that it was not permissible to determine only a minimum issue price.
The District Court Kassel ruled in favour of the lawsuit. The appeal
aimed against this ruling was rejected by the Upper State Court
Frankfurt am Main. Because of the lawsuit, the amendment of the
Articles of Association (creation of conditional capital) was not
entered in the commercial register.

The concerns stated at the time against the effectiveness of the
resolution of the Annual General Meeting no longer apply, since the
law now explicitly permits the determination of a minimum issue price
when adopting resolutions about the creation of conditional capital
through a clarification Section 193 paragraph 2 of the German Stock
Corporation Act (AktG).

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

"1. Cancellation of the resolution of the Annual General Meeting of
10 May 2006 adopted under item 7 of the Agenda

The resolution adopted by the Annual General Meeting on 10 May 2006
concerning item 7 of the Agenda about the authorization to issue
convertible and option bods, the creation of a conditional capital,
and a corresponding amendment of the Articles of Association is
cancelled.

2. Authorization to issue convertible and option bonds

a) Nominal amount, authorization period, number of shares

The Board of Executive Directors is authorized until 10 May 2015,
with the consent of the Supervisory Board, to issue bearer and/or
registered convertible and/or option bonds (hereinafter jointly
referred to as "Bonds") on one or several occasions with an aggregate
nominal value of up to EUR 1,500,000,000.00 with or without a limited
term and to issue or, as the case may be, impose on the holders or,
as the case may be, creditors of Bonds conversion rights or
obligations or, as the case may be, option rights for shares in the
company with a proportionate amount of the share capital of up to a
total of EUR 19,140,000.00 as set forth in more detail in the terms
and conditions of the convertible or, as the case may be, option
bonds. The proportionate amount of the share capital represented by
the shares to be issued upon conversion may not exceed the nominal
amount of the Bonds.

b) Consideration, issuance by group companies, debentures

In addition to Euros, the Bonds may also be issued in the legal
tender of any OECD country, limited to the corresponding Euro
counter-value at the time of issuance of the Bond. Bonds may also be
issued by group companies of the company; in this case, the Board of
Executive Directors is authorized to assume the guarantee for the
Bonds on behalf of the company and to grant or impose conversion
rights or obligations to/upon the holders, respectively, creditors of
such Bonds for shares in the company. The Bond issues may in each
case be subdivided into equivalent debentures.

c) Shareholder subscription right, subscription right exclusion

The company's shareholders are generally entitled to a subscription
right to the Bonds. The Bonds may also be underwritten by one or
several banks with the obligation to offer them to shareholders of
the company for subscription. The shareholders' subscription right
may, however, be excluded, in whole or in part, in the following
cases:

aa) The Board of Executive Directors is authorized, with the consent
of the Supervisory Board, to exclude the subscription right of the
company's shareholders, if the bonds are issued against cash and if
the issue price is not materially lower than the theoretical market
value of the Bonds as calculated based on recognized financial
mathematical methods. However, the subscription right exclusion only
applies to Bonds with conversion rights or obligations or, as the
case may be, option rights for shares representing a proportionate
amount of the share capital of up to ten percent of the share capital
as of the time of today's resolution or, if the amount of the share
capital is lower at that time, at the time when then authorization is
exercised. The maximum limit of ten percent of the share capital
shall be reduced by a proportionate amount of the share capital
attributable to those shares, which are issued during the term of
this authorization in connection with any other capital increase
where the subscription right is excluded in direct or indirect
application of Section 186 paragraph 3 sentence 4 of the German Stock
Corporation Act (AktG). The maximum limit of ten percent of the share
capital shall furthermore be reduced by the proportionate amount of
the share capital attributable to those treasury shares, which are
sold and transferred by the company during the term of this
authorization, where the subscription right is excluded in direct or
indirect application of Section 186 paragraph 3 sentence 4 of the
German Stock Corporation Act (AktG).

bb) The Board of Executive Directors is furthermore authorized, with
the consent of the Supervisory Board, to exclude the subscription
right of the company's shareholders, if and to the extent this is
necessary to grant holders of conversion or option rights for shares
in the company or, as the case may be, the creditors of convertible
bonds furnished with conversion obligations a subscription right to
the extent to which they would be entitled to after an exercise of
these rights or, as the case may be, they would be entitled to after
the fulfilment of the conversion obligations.

cc) The Board of Executive Directors is furthermore authorized, with
the consent of the Supervisory Board, to exclude the subscription
right of the company's shareholders in order to exempt fractional
amounts from the shareholders' subscription right, which are a result
of the subscription ratio.

dd) The Board of Executive Directors is finally authorized, with the
consent of the Supervisory Board, to exclude the subscription right
of the company's shareholders to the extent that Bonds are issued in
connection with the acquisition of enterprises, participations in
enterprises, or parts of enterprises against consideration in-kind,
if the value of the consideration is adequate in relation to the
value of the Bonds.

The authorization to exclude the subscription right pursuant to lit.
aa) through dd) applies overall only to Bonds with conversion rights
or obligations or, as the case may be, option rights for shares
representing a proportionate amount of the share capital of up to ten
percent of the share capital as of the time of today's resolution or,
if the amount of the share capital is lower at that time, at the time
when then authorization is exercised.

d) Conversion right, exchange ratio

If bonds with conversion rights are issued, creditors may exchange
their Bonds against shares in the company in accordance with the
terms and conditions of the Bonds. The exchange ratio is calculated
by dividing the nominal amount of a Bond by the determined conversion
price for a new share in the company. The exchange ratio may,
however, also be calculated by dividing the issue price of a Bond
that is below the nominal amount by the determined conversion price
for a new share in the company. The exchange ratio may be rounded up
or down in each case to the next integer; a premium to be paid in
cash may also be determined. Beyond this, it may be determined that
fractional amounts be combined and/or be compensated in money.

e) Option right

If option bonds are issued, one or several warrants will be attached
to each bond, which authorize the holder, as set forth in more detail
in the terms and conditions of the options to be determined by the
Board of Executive Directors, to subscribe to shares in the company.
The pro-rata amount of the share capital represented by the shares to
be subscribed to for each Bond may not exceed the nominal amount of
the option bond.

f) Conversion/option price

The respective conversion or, as the case may be, option price for a
share in the company (subscription price) has to correspond to either
(a) at least 80 percent of the weighted average stock exchange price
of the company's shares in the computer trading system XETRA (or any
functionally comparable successor system replacing it) at the
Frankfurt Stock Exchange during the last ten exchange trading days
prior to the day on which the Board of Executive Directors adopts the
resolution to issue the convertible or option bonds, or (b) at least
80 percent of the weighted average stock exchange price of the
company's shares in the computer trading system XETRA (or any
functionally comparable successor system replacing it) at the
Frankfurt Stock Exchange during the days on which the subscription
rights are traded on the Frankfurt Stock Exchange, except for the
last two exchange trading days of the rights trading.

g) Protection against dilution

For Bonds with option rights or, as the case may be, conversion
rights or obligations, the option rights or, as the case may be,
conversion rights or obligations may be adjusted as set forth in more
detail in the terms and conditions of the Bonds in the case of an
economic dilution of the value of the option rights or, as the case
may be, conversion rights or obligations, notwithstanding Section 9
paragraph 1 of the German Stock Corporation Act (AktG), to the extent
that the adjustment is not already stipulated by law. The terms and
conditions of the Bonds may furthermore provide for a
value-preserving adjustment of the option rights or, as the case may
be, conversion rights/obligations for the case of a capital reduction
or other extraordinary measures or events (such as e.g. a third party
obtaining control, unusually large dividends).

h) Terms and conditions of the Bonds

The terms and conditions of the Bonds may also provide for a
conversion obligation as of the end of the term (or any earlier date)
or provide for the right of the company to grant shares in the
company in whole or in part instead of the payment of the amount of
money due to the creditors of the Bonds at the time of final maturity
of Bonds having conversion or option rights (this also includes a
maturity because of termination).

The terms and conditions of the Bonds may furthermore stipulate in
each case that the option or convertible bonds may according to the
company's choice, instead of being converted into new shares from
conditional capital, be converted into already existing shares in the
company or that the option right may be fulfilled by delivering such
shares.

Finally, the terms and conditions of the Bonds may provide that in
the case of a conversion and instead of granting shares in the
company, the company will pay an amount of money to the party
entitled to the conversion, which for the number of shares to be
delivered otherwise corresponds to the weighted average stock
exchange price of the company's shares in the computer trading system
XETRA (or any functionally comparable successor system replacing it)
at the Frankfurt Stock Exchange during the ten exchange trading days
after the declaration of the conversion or the exercise of the
option.

i) Authorization to determine the further terms and conditions of the
Bonds

The Board of Executive Directors is authorized, within the framework
of the requirements under lit. a) through h), with the consent of the
Supervisory Board, to determine the further details of the issuance
and of the characteristics of the convertible and/or option bonds,
particularly interest rate, issue price, term, denomination, dilution
protection, and the conversion or, as the case may be, option period
or, as the case may be, determine these in agreement with the
corporate bodies of the participation companies issuing the
convertible and/or option bonds.

3. Conditional capital increase

The share capital is increased by up to EUR 19,140,000.00 through the
issuance of up to 19,140,000 bearer shares with no par value
(conditional capital). Purpose of the conditional capital increase is
to grant no-par value shares to the holders or, as the case may be,
creditors of Bonds, which are issued by the company or group
companies of the company in accordance with the above authorization
under No. 2 until 10 May 2015. The new no-par value shares will be
issued at the conversion or, as the case may be, option price to be
determined in each case pursuant to No. 2. The conditional capital
increase shall be implemented only insofar as these rights are
exercised or the holders or, as the case may be, creditors required
to convert fulfil their conversion obligation. The new no-par value
shares are eligible to participate in the profits from the beginning
of the financial year during which they are created through the
exercise of conversion or, as the case may be, option rights or
through the fulfilment of conversion obligations; in deviation from
this, the Board of Executive Directors may determine, with the
consent of the Supervisory Board, that the new no-par value shares
are eligible to participate in the profits from the beginning of the
financial year, for which the Annual General Meeting has not yet
adopted a resolution about the appropriation of the balance sheet
profit at the time when the conversion or, as the case may be, option
rights are exercised or the conversion obligations are fulfilled. The
Board of Executive Directors is authorized, with the consent of the
Supervisory Board, to determine the further content of the share
rights and the further details of the implementation of a conditional
capital increase.

4. Change of the Articles of Association

Section 4 of the Articles of Association is supplemented with
paragraph 5:

"The share capital is increased conditionally by up to EUR
19,140,000.00 through the issuance of up to 19,140,000 bearer shares
with no par value (conditional capital). The conditional capital
increase will be implemented only insofar as the holders or, as the
case may be, creditors of conversion or option rights from bonds,
which were issued by the company or a group company until 10 May 2015
based on the authorizing resolution of the Annual General Meeting of
11 May 2010, exercise their conversion or option rights, or as the
holders or, as the case may be, creditors of the convertible bonds
with conversion obligation, which were issued by the company or a
group company until 10 May 2015 based on the authorizing resolution
of the Annual General Meeting of 11 May 2010, who are required to
convert, fulfil their conversion obligation, or to the extent that
the company exercises an election right until 10 May 2015, based on
the authorizing resolution of 11 May 2010, to grant shares in the
company, in whole or in part, instead of a payment of the due amount
of money, and to the extent no cash compensation is paid or treasury
shares are used to satisfy these claims. The new no-par value shares
are eligible to participate in the profits from the beginning of the
financial year in which they are created through the exercise of
conversion or, as the case may be, option rights or through the
fulfilment of conversion obligations; in deviation from this, the
Board of Executive Directors may determine, with the consent of the
Supervisory Board, that the new no-par value shares are eligible to
participate in the profits from the beginning of the financial year,
for which the Annual General Meeting has not yet adopted a resolution
about the appropriation of the balance sheet profit at the time the
conversion or, as the case may be, option rights are exercised or the
conversion obligations are fulfilled. The Board of Executive
Directors is authorized, with the consent of the Supervisory Board,
to determine the further content of the share rights and the further
details of the implementation of the conditional capital increase."

5. Authority to amend the Articles of Association

The Supervisory Board is authorized to amend the wording of Section 4
paragraph 1 and 5 of the Articles of Association in accordance with
the respective utilization of the conditional capital."

Report of the Board of Executive Directors on item 8 of the Agenda
pursuant to Sections 221 paragraph 4 sentence 2, 186 paragraph 4
sentence 2 of the German Stock Corporation Act (AktG)

A lawsuit had been filed against the resolution adopted during the
Annual General Meeting of 10 May 2006 under item 7 of the Agenda
regarding the authorization to issue convertible and option bonds and
create a conditional capital, which argued that the determination of
only a minimum issue price was not permitted. By decision of 21
December 2006, the District Court Kassel ruled in favour of the
lawsuit. The appeal aimed against the ruling was rejected by the
Upper State Court Frankfurt am Main, civil senates in Kassel, by
judgment of 16 May 2008, which has become unappealable.

Considering the uncertain outcome of the legal dispute and the long
time that would probably have passed until the German Federal Court
of Justice would have rendered a judgment, the company decided not to
lodge an appeal on points of law. The concerns that were raised
against the effectiveness of the shareholder resolution at the time
are no longer relevant, since the law now explicitly permits the
determination of a minimum issue price when adopting a resolution
about the creation of a conditional capital through a clarification
in Section 193 paragraph 2 of the German Stock Corporation Act
(AktG).

We report in detail on the authorization resolution proposed to this
year's Annual General Meeting under item 8 of the Agenda,
particularly the subscription right exclusion in No. 2, lit. c) of
the resolution proposal, as follows:

The issuance of convertible bonds and/or option bonds may, in
addition to the classical possibilities of taking up debt or equity,
provide the opportunity to utilize attractive financing alternatives
on the capital markets depending on the market situation. The Board
of Executive Directors believes that it is in the interest of the
company to have this financing possibility also available to the
company.

The issuance of convertible bonds and/or option bonds (together
"Bonds") makes it possible to take up capital at attractive
conditions. The generated conversion or, as the case may be, option
premiums benefit the company's capital base and thereby enable it to
utilize more advantageous financing opportunities. The possibility to
also establish conversion obligations in addition to the grant of
conversion and/or option rights, which are also provided for, expands
the structuring scope for this financing instrument. The
authorization provides the company with the necessary flexibility to
place the Bonds by itself or through direct or indirect affiliates.
Other than in Euro, Bonds may also be issued in the legal currency of
any other OECD country. In order to achieve a balanced relationship
between the company's interest in expanding the basis of its
financing possibilities through the aforementioned instruments and
the interests of the shareholders to be protected against any
unreasonable dilution of their shareholdings, the conditional capital
shall be created only up to a maximum amount of ten percent of the
share capital.

The shareholders will generally also receive a subscription right for
convertible or option bonds. The Board of Executive Directors shall,
however, be authorized, with the consent of the Supervisory Board, to
exclude the subscription right of the shareholders when Bonds are
issued against cash contributions in corresponding application of
Section 186 paragraph 3 sentence 4 of the German Stock Corporation
Act (AktG), insofar as the issuance of shares based on conversion or,
as the case may be, option rights or conversion obligations is
limited to up to ten percent of the company's share capital.

The possibility to exclude the subscription right enables the company
to make use of advantageous stock exchange situations rapidly and to
place Bonds on the market quickly and flexibly and based on
attractive conditions. Stock markets have become significantly more
volatile. Generating the most advantageous issue result therefore
depends increasingly on the ability to react to market developments
on short notice. Conditions that are advantageous and as close to the
market as possible can generally be obtained only, if the offer
period for which the company is bound by them is not too long. In the
case of rights issues, a safety discount is necessary, which is
regularly not insignificant, in order to ensure the attractiveness of
the conditions and thus the chances for success throughout the entire
offer period. Though Section 186 paragraph 2 of the German Stock
Corporation Act (AktG) does permit a publication of the subscription
price (and thus in the case of option and convertible bonds of the
conditions of the bond) until the third-last day of the subscription
period, a market risk nevertheless exists in this case for several
days, considering the volatility of stock markets, which may lead to
safety discounts when the bond conditions are determined and thus to
conditions that are not close to the market. Where a subscription
right is granted, an alternative placement with a third party becomes
more difficult or, as the case may be, may involve additional efforts
because of the uncertainty as to whether it is exercised
(subscription behaviour). Finally, the company is unable to react to
any change of the market situation at short notice where a
subscription right is granted, because of the duration of the
subscription period, which may lead to detrimental capital
procurement for the company.

The interests of the shareholders are protected in the case of an
exclusion of subscription rights in accordance with Section 186
paragraph 3 sentence 4 of the German Stock Corporation Act (AktG),
since Bonds will not be issued significantly below market value. The
market value is to be determined in accordance with recognized
financial mathematical principles. For this purpose, the expert
opinion of an experienced investment bank or auditing firm will be
obtained. When determining the price, taking account the respective
situation on the capital markets, the Board of Executive Directors
will keep the discount from the market value as small as possible. As
a consequence, the imputed value of a subscription right will
effectively approach zero so that the shareholders cannot suffer a
significant economic loss through the exclusion of the subscription
right. The shareholders are also able to maintain their participation
in the company's share capital at nearly identical conditions through
an acquisition over the stock exchange. Their financial interests are
reasonably protected thereby. The authorization to exclude the
subscription right in accordance with Section 186 paragraph 3
sentence 4 of the German Stock Corporation Act (AktG) applies only to
Bonds with rights to shares, to which a proportionate amount of the
share capital totalling no more than ten percent of the share capital
is attributable at the time the resolution is adopted on 11 May 2010
or, if it the amount of the share capital is lower at that time, at
the time when the authorization is exercised. Shares are credited
towards this maximum amount, which are otherwise issued with
exclusion of the subscription right or in accordance with Section 186
paragraph 3 sentence 4 of the German Stock Corporation Act (AktG).
This credit occurs in the interest of shareholders in the smallest
possible dilution of their participation.

Furthermore, the Board of Executive Directors is to be provided with
the possibility, with the consent of the Supervisory Board, to
exclude the subscription right of shareholders in order to grant a
subscription right to the holders or creditors of convertible and/or
option rights or of convertible bonds with conversion obligations to
the extent to which they would be entitled to after an exercise of
the conversion or, as the case may be, option rights or after
fulfilment of the conversion obligation. This makes it possible to
prevent that if the authorization is exercised, the option or, as the
case may be, conversion price for the holders of already existing
conversion or, as the case may be, option rights will have to be
reduced under the option and conversion conditions or that the
company may have to provide other dilution protection.

The Board of Executive Directors is furthermore to be authorized,
with the consent of the Supervisory Board, to exempt fractional
amounts from the subscription right. Such fractional amounts may
result from the amount of the respective issue volume and the
calculation of a practicable subscription ratio. Excluding the
subscription right in these cases makes it easier to implement the
capital measure. The free fractions excluded from the shareholders'
subscription right are either sold over the stock exchange or are
realized otherwise in the manner most beneficial for the company.

Finally, the Board of Executive Directors is also to be authorized,
with the consent of the Supervisory Board, to exclude the
subscription right of shareholders to the extent that Bonds are
issued against consideration in-kind for purposes of acquiring
enterprises, participations in enterprises, or parts of enterprises,
if the value of the consideration in-kind is adequate in relation to
the value of the Bonds. This makes it possible to use Bonds as and
acquisition currency in suitable cases, thereby acquiring interesting
acquisition target on short notice while preserving liquidity. This
is of particular importance for the company, since it is exposed to
international competition and since it may be advantageous to take
recourse to international partnerships and participations for the
development or marketing of products and services. The Board of
Executive Directors will examine diligently in each individual case,
whether it will make use of the authorization to issue Bonds with the
exclusion of subscription rights. It will do this only, if this is in
the interest of the company.

The authorization to exclude subscription rights pursuant to lit. c)
aa) through c) dd) is limited overall. It applies overall only to
Bonds with conversion rights or obligations or, as the case may be,
option rights for shares representing a proportionate amount of the
share capital of up to ten percent of the share capital at the time
the resolution is adopted on 11 May 2010 or, if the amount of the
share capital is lower at that time, at the time when the
authorization is exercised. By limiting the authorization to exercise
subscription rights, the interest of the shareholders in the lowest
possible dilution of their participation is protected.

9. Resolution about the creation of a new authorized capital,
amendment of the Articles of Association; cancellation of the
resolution adopted by the Annual General Meeting on 10 May 2006 under
item 8 of the Agenda By resolution of the Annual General Meeting of
10 May 2006 (item 8 of the Agenda), the Board of Executive Directors
was authorized until 9 May 2011, with the consent of the Supervisory
Board, to increase the share capital of the company on one or several
occasions against contributions in cash or in kind, however, by no
more than an aggregate maximum of EUR 54,400,000.00 through the
issuance of no more than 20,625,000 new bearer shares with no par
value (authorized capital). Based on the stock split with a ratio of
1:4, which was decided by the Annual General Meeting on 14 May 2008,
and the related increase of the share capital from EUR 108,800,000.00
to EUR 165,000,000.00 the corresponding provision of the Articles of
Association (Section 4 paragraph 4) was adjusted insofar as the
authorization related to the issuance of a maximum of 82,500,000.00
new no-par value shares. In connection with the issuance of
26,400,000.00 new no-par value shares, decided based on the
authorization by the Board of Executive Directors with the consent of
the Supervisory Board on 25 November 2009, the Supervisory Board has
adopted the necessary amendment of the wording of Section 4 paragraph
4 of the Articles of Association (reduction of the scope of the
authorization to the issuance of 56,100,000.00 new no-par value
shares).

Since it has turned out in the meantime that the determination of the
relevant stock exchange price for the issue price in the case of a
capital increase with the exclusion of subscription rights in the
existing authorization is obstructive to a flexible use of the
instrument, the authorization is to be renewed early with a modified
definition of the relevant stock exchange price as well as a
limitation of the potential volume to thirty percent of the share
capital and reduction of the scope of the authority for a
subscription right exclusion in the case of capital increases against
contributions in-kind to twenty percent of the share capital.

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

"1. Cancellation of the resolution adopted by the Annual General
Meeting on 10 May 2006 under item 8 of the Agenda

The resolution adopted by the Annual General Meeting on 10 May 2006
under item 8 of the Agenda is cancelled.

2. Adoption of a resolution about the creation of a new authorized
capital, amendment of the Articles of Association

a) The Board of Executive Directors is authorized until 10 May 2015,
with the consent of the Supervisory Board, to increase the company's
share capital on one or several occasions against contributions in
cash or in kind, however, by no more than an aggregate amount of EUR
57,420,000.00 through the issuance of no more than 57,420,000 new
bearer shares with no par value (authorized capital). Shareholders
are generally to be granted a subscription right when the capital
increase is implemented. The Board of Executive Directors may, with
the consent of the Supervisory Board, exclude the statutory
subscription right of the shareholders in the following cases up to
an aggregate proportionate amount of the share capital of EUR
38,280,000.00 (corresponding to 38,280,000 no-par value shares):

aa) The Board of Executive Directors may, with the consent of the
Supervisory Board, exclude the statutory subscription right of the
shareholders for fractional amounts that arise as a consequence of
the subscription right.

bb) The Board of Executive Directors may, with the consent of the
Supervisory Board, exclude the statutory subscription right of
shareholders during capital increases against cash contributions up
to a proportionate amount of the share capital of EUR 19,140,000.00
(corresponding to 19,140,000 no-par value shares), if the issue price
of the new shares is not materially less than the stock exchange
price of the already exchange-listed shares of the same class and
structure when the issue price is finally determined by the Board of
Executive Directors. The proportionate amount of the share capital of
EUR 19,140,000.00 is reduced by the proportionate amount of the share
capital attributable to those shares, which are issued during the
term of this authorization in connection with any other capital
increase where the subscription right is excluded in direct or
indirect application of Section 186 paragraph 3 sentence 4 of the
German Stock Corporation Act (AktG). The proportionate amount of the
share capital of EUR 19,140,000 is furthermore reduced by the
proportionate amount of the share capital allocable to those shares,
which are sold and transferred by the company during the term of this
authorization and where the subscription right is excluded in direct
or indirect application of Section 186 paragraph 3 sentence 4 of the
German Stock Corporation Act (AktG). Relevant stock exchange price
for purposes of sentence 1 shall be the price of the company's share
in the computer trading system XETRA (or any functionally comparable
successor system replacing it) at the Frankfurt Stock Exchange.

cc) The Board of Executive Directors may, with the consent of the
Supervisory Board, exclude the statutory subscription right of the
shareholders in the case of capital increase against contributions in
kind up to a proportionate amount of the share capital of EUR
38,280,000.00 (corresponding to 38,280,000 no-par value shares), if
the new shares are to be used as consideration during the acquisition
of an enterprise or a participation in an enterprise by the company.
The proportionate amount of the share capital of EUR 38,280,000.00
shall be reduced by the proportionate amount of the share capital
attributable to those shares, which are issued during the term of
this authorization in connection with any other capital increase
using authorized capital or conditional capital where the
subscription right is excluded. The proportionate amount of the share
capital of EUR 38,280,000.00 shall furthermore be reduced by the
proportionate amount of the share capital attributable to those
treasury shares, which are sold and transferred by the company during
the term of this authorization and where the subscription right is
excluded.

The Board of Executive Directors is authorized, with the consent of
the Supervisory Board, to determine the further details of a capital
increase using the authorized capital.

b) Section 4 paragraph 4 of the Articles of Association is revised as
follows:

"The Board of Executive Directors is authorized until 10 May 2015,
with the consent of the Supervisory Board, to increase the company's
share capital on one or several occasions against contributions in
cash or in kind, however, by no more than an aggregate amount of EUR
57,420,000.00 through the issuance of no more than 57,420,000 new
bearer shares with no par value (authorized capital). Shareholders
are generally to be granted a subscription right when the capital
increase is implemented. The Board of Executive Directors may, with
the consent of the Supervisory Board, exclude the statutory
subscription right of the shareholders in the following cases up to
an aggregate proportionate amount of the share capital of EUR
38,280,000.00 (corresponding to 38,280,000 no-par value shares):

a) The Board of Executive Directors may, with the consent of the
Supervisory Board, exclude the statutory subscription right of the
shareholders for fractional amounts that arise as a consequence of
the subscription right.

b) The Board of Executive Directors may, with the consent of the
Supervisory Board, exclude the statutory subscription right of
shareholders during capital increases against cash contributions up
to a proportionate amount of the share capital of EUR 19,140,000.00
(corresponding to 19,140,000 no-par value shares), if the issue price
of the new shares is not materially less than the stock exchange
price of the already exchange-listed shares of the same class and
structure when the issue price is finally determined by the Board of
Executive Directors. The proportionate amount of the share capital of
EUR 19,140,000.00 is reduced by the proportionate amount of the share
capital attributable to those shares, which are issued during the
term of this authorization in connection with any other capital
increase where the subscription right is excluded in direct or
indirect application of Section 186 paragraph 3 sentence 4 of the
German Stock Corporation Act (AktG). The proportionate amount of the
share capital of EUR 19,140,000.00 is furthermore reduced by the
proportionate amount of the share capital allocable to those shares,
which are sold and transferred by the company during the term of this
authorization and where the subscription right is excluded in direct
or indirect application of Section 186 paragraph 3 sentence 4 of the
German Stock Corporation Act (AktG). Relevant stock exchange price
for purposes of sentence 1 shall be the price of the company's share
in the computer trading system XETRA (or any functionally comparable
successor system replacing it) at the Frankfurt Stock Exchange.

c) The Board of Executive Directors may, with the consent of the
Supervisory Board, exclude the statutory subscription right of the
shareholders in the case of capital increase against contributions in
kind up to a proportionate amount of the share capital of EUR
38,280,000.00 (corresponding to 38,280,000 no-par value shares), if
the new shares are to be used as consideration during the acquisition
of an enterprise or a participation in an enterprise by the company.
The proportionate amount of the share capital of EUR 38,280,000.00
shall be reduced by the proportionate amount of the share capital
attributable to those shares, which are issued during the term of
this authorization in connection with any other capital increase
using authorized capital or conditional capital where the
subscription right is excluded. The proportionate amount of the share
capital of EUR 38,280,000.00 shall furthermore be reduced by the
proportionate amount of the share capital attributable to those
treasury shares, which are sold and transferred by the company during
the term of this authorization and where the subscription right is
excluded.

The Board of Executive Directors is authorized, with the consent of
the Supervisory Board, to determine the further details of a capital
increase using the authorized capital."

c) The Supervisory Board is authorized to modify Section 4 paragraph
4 of the Articles of Association in accordance with the respective
utilization of the authorized capital."

Report by the Board of Executive Directors on item 9 of the Agenda
pursuant to Sections 203 paragraph 2, 186 paragraph 4 sentence 2 of
the German Stock Corporation Act (AktG)

The Board of Executive Directors requests under item 9 of the Agenda
to be able to exclude the subscription right of the shareholders in
respect to shares issued using authorized capital in three cases:

1. The exclusion of the subscription right for fractional amounts is
necessary in order to be able to provide a practicable subscription
ratio. The shares excluded from the shareholders' subscription right
as free fractional amounts are either sold over the stock exchange or
are realized otherwise in the manner most beneficial for the company.

2. The exclusion of subscription rights during capital increases
against cash contributions that is requested within the scope
permitted by law (up to a maximum of ten percent of the share
capital) enables the management to utilize advantageous stock market
situations on short notice and achieve a higher inflow of funds
through a rapid placement of new shares with acquiring investors.
When utilizing the requested authorization to exclude subscription
rights, the Board of Executive Directors will determine the issue
price so that the discount from the stock exchange price is as small
as possible. Shares will be credited towards the maximum limit of ten
percent of the share capital, which were issued otherwise during the
term of the authorization and where the subscription right was
excluded pursuant to or in accordance with Section 186 paragraph 3
sentence 4 of the German Stock Corporation Act (AktG) (e.g. by way of
utilizing the conditional capital or by disposing of treasury
shares). This credit occurs in the interest of shareholders in the
smallest possible dilution of their participation.

3. It furthermore requests to be able to exclude the subscription
right in the case of a capital increase against contributions in-kind
(up to a maximum of twenty percent of the share capital), if the new
shares are to be used as consideration in the acquisition of an
enterprise or participation in an enterprise. The requested
authorization enables the Board of Executive Directors to have own
shares in the company available upon short notice for the acquisition
of enterprises or participations therein without taking recourse to
stock exchanges. Considering the increasing competition, the company
depends on the ability to make quick and flexible use of arising
opportunities for strategic acquisitions. It may not be possible to
provide the large consideration for the acquisition of participations
in enterprise without compromising the company's liquidity. Providing
a sufficient authorized capital with the possibility to exclude the
subscription right thus strengthens the negotiation position of our
company and provides it with the necessary flexibility to be able to
make use of arising opportunities for the acquisition of enterprises
or participations therein. The management will only make use of the
authorized capital for the aforementioned purpose, if the
relationship between value of the new shares of the company and the
value of the consideration is adequate. Shares will be credited
towards the maximum limit of twenty percent of the share capital,
which are issued during the term of the authorization in connection
with any other capital increase using authorized capital or
conditional capital where the subscription right of the shareholders
is excluded as well as treasury shares, which are sold and
transferred by the company during the term of this authorization and
where the subscription right is excluded. This credit occurs in each
case in the interest of shareholders in the smallest possible
dilution of their participation.

10. Resolution about the authorization to acquire and use treasury
shares

The Board of Executive Directors was authorized until 31 October 2010
by resolution of the Annual General Meeting on 13 May 2009 to acquire
treasury shares for the company. The Board of Executive Directors and
the Supervisory Board propose that the following resolution be
adopted:

"1. With the revocation of the authorization of 13 May 2009, the
Board of Executive Directors is authorized until 10 May 2015 to
acquire treasury shares of the company.

The acquisition will occur through a stock exchange or by means of a
public purchase offer addressed to all shareholders.

a) In the case of an acquisition through a stock exchange, the
purchase price per share paid by the company (without ancillary
acquisition costs) may not exceed or fall below the relevant stock
exchange price by more than ten percent; relevant stock exchange
price for this purpose shall be the price for the company's shares
determined by the opening auction in the computer trading system
XETRA (or any functionally comparable successor system replacing it)
at the Frankfurt Stock Exchange.

b) In the case of an acquisition through a public purchase offer
addressed to all shareholders, the offered purchase price per share
(without ancillary acquisition costs) may not exceed or fall below
the relevant stock exchange price by more than ten percent; relevant
stock exchange price for this purpose shall be the weighted average
price for the company's shares determined by the opening auction in
the computer trading system XETRA (or any functionally comparable
successor system replacing it) at the Frankfurt Stock Exchange during
the last ten exchange trading days prior to the publication of the
purchase offer. The volume of the offer may be limited. If the
overall subscription to this offer exceeds this volume, the
acceptance has to occur on a pro-rata basis. A preferred acceptance
of small quantities of up to 100 offered shares of stock per
shareholder may be provided for.

Based on the aforementioned authorization own no-par value shares
corresponding to no more than ten percent of all no-par value shares
of the share capital may be acquired for the company. The company may
not hold more than ten percent of the total number of no-par value
shares of its share capital at any time, which is why no-par value
shares that were previously acquired and are still held by the
company are credited towards the maximum number of no-par value
shares that may be acquired.

2. The Board of Executive Directors is furthermore authorized, with
the consent of the Supervisory Board, to sell and transfer shares in
the company, which are or were acquired based on an authorization
pursuant to No. 1 or a an authorization previously issued by the
Annual General Meeting pursuant to Section 71 paragraph 1 No. 8 of
the German Stock Corporation Act (AktG), on the stock exchange or a
public offer addressed to all shareholders.

In the following cases, the shares may also be sold and transferred
in a different manner und thus also subject to an exclusion of the
subscription right of the shareholders:

a) Disposal of shares representing a calculatory share of the share
capital of up to a total of ten percent of the share capital against
payment of an amount of money per share, which may not be materially
less than the stock exchange price of the company's shares of the
same class and structure. Relevant stock exchange price for this
purpose shall be the closing price of the company's shares in the
computer trading system XETRA (or a functionally comparable successor
system replacing it) at the Frankfurt Stock Exchange on the day prior
to the disposal.

b) Providing shares as consideration for purposes of acquiring
enterprises, parts of enterprises, or participations in enterprises.

c) Serving convertible and option bonds, which were issued based on
an authorization of the Annual General Meeting.

The authorization to exclude the subscription right pursuant to lit.
a) through c) applies in aggregate to shares representing a
proportionate amount in the share capital of up to ten percent of the
share capital at the time of today's resolution or, if the share
capital amounts to less at that time, at the time the authorization
is exercised. The maximum limit of ten percent of the share capital
shall be reduced by the proportionate amount of the share capital
attributable to those shares, which are issued during the term of
this authorization in connection with a capital increase using
authorized capital or conditional capital where the subscription
right is excluded.

3. The Board of Executive Directors is finally authorized, with the
consent of the Supervisory Board, to cancel shares of the company,
which are or were acquired based on the authorization pursuant to No.
1 or an authorization previously issued by the Annual General Meeting
pursuant to Section 71 paragraph 1 No. 8 of the German Stock
Corporation Act (AktG) and no additional resolution of the Annual
General Meeting is required to effect the cancellation. The
cancellation shall occur pursuant to Section 237 paragraph 3 No. 3 of
the German Stock Corporation Act (AktG) without capital reduction in
the manner that the share of the other no-par value shares in the
share capital is increased as a consequence of the cancellation
pursuant to Section 8 paragraph 3 of the German Stock Corporation Act
(AktG). The Board of Executive Directors is authorized pursuant to
Section 237 paragraph 3 No. 3 second half-sentence of the German
Stock Corporation Act (AktG) to adjust the number of shares in the
Articles of Association.

4. The authorizations to acquire treasury shares, to dispose of them,
and to cancel them may in each case be exercised in whole or in part,
in the latter case also on several occasions."

Report by the Board of Executive Directors on item 10 of the Agenda
pursuant to Section 71 paragraph 1 No. 8 of the German Stock
Corporation Act (AktG) in connection with Section 186 paragraph 3
sentence 4, paragraph 4 sentence 2 of the German Stock Corporation
Act (AktG)

Item 10 of the Agenda contains the proposal to authorize the company
pursuant to Section 71 paragraph 1 No. 8 of the German Stock
Corporation Act (AktG) until 10 May 2015 to acquire treasury shares
of up to ten percent of the share capital. With the proposed renewed
authorization, the company is enabled beyond the previous time frame
to continue to use the instrument of acquiring treasury shares, in
order to realize the advantages related to the acquisition of
treasury shares in the interests of the company and its shareholders.
This authorization exists within the legal limits of Section 71
paragraph 2 of the German Stock Corporation Act (AktG).

In addition to the acquisition through the stock exchange, the
company is also to be provided with the possibility to acquire
treasury shares through a public purchase offer (tender process). In
this alternative, each shareholder willing to sell can decide, how
many shares and, if a price range is determined, at what price he
wants to offer such shares. If the quantity offered at the determined
price exceeds the demanded number of shares, the sales offers will
have to be allocated. The possibility should exist here to provide
for a preferential acceptance of small offers or of small parts of
offers of up to a maximum of 100 shares of stock. The purpose of this
possibility is to avoid fractional amounts during the determination
of the quotas and small residual holdings and to thereby facilitate
the technical implementation.

The proposed authorization also provides for the ability of the Board
of Executive Directors, with the consent of the Supervisory Board, to
carry out a disposal of the acquired treasury shares also in a
different manner than on a stock exchange or through an offer to all
shareholders, if the acquired treasury shares are disposed of at a
price, which is not materially less than the stock exchange price of
shares of the company at the time of the disposal.

The possibility provided by the authorization to exclude the
subscription right in corresponding application of Section 186
paragraph 3 sentence 4 of the German Stock Corporation Act (AktG)
serves the interest of the company to sell treasury shares e.g. to
long-term oriented investors or to win new shareholder groups at home
and abroad. The possibility to exclude the subscription right enables
the management to make use of the opportunities for a fast and
cost-effective placement that may come up because of the situation of
stock exchanges at the time without offering a subscription right
that involves significant efforts in terms of time and costs.

The purpose of acquiring treasury shares is also to enable the
company based on the proposed authorization resolution to act
flexibly and cost-effectively when acquiring enterprises within the
context of its intended acquisition policy, in order to e.g. use
treasury shares as consideration when buying enterprises in certain
cases.

In addition, it is meant to enable the company to use the shares also
for serving conversion and option bonds. It may be practical to use
treasury shares in whole or in part instead of new shares from a
capital increase to fulfil the conversion or option rights. By using
treasury shares, any dilution of the shares of shareholders that
would occur if the conditional capital were used, is ruled out. When
deciding, whether to deliver treasury shares or to utilize the
conditional capital, the Board of Executive Directors will diligently
balance the interests of the company and of the shareholders.

The financial and voting right interests of shareholders are
reasonably protected during a disposal of the own shares to third
party when the subscription right of shareholders is concluded based
on the rule of Section 71 paragraph 1 No. 8 of the German Stock
Corporation Act (AktG). The acquired treasury shares may, if they are
to be disposed of other than on the stock exchange or through an
offer to all shareholders, be disposed of only at a price, which is
not materially less than the relevant stock exchange price of the
company's shares at the time of disposal (cf. No. 2 lit. a) of the
authorization). The authorization to exclude the subscription right
is limited to a total of ten percent of the company's share capital.
Shares are credited towards this maximum limit, which were issued
during the term of this authorization in connection with a capital
increase using authorized capital or conditional capital with the
exclusion of the subscription right. This credit occurs in the
interest of shareholders in the smallest possible dilution of their
participation.

Requirements for the attendance at the Annual General Meeting and the
exercise of the voting right

Only shareholders of the company who register in time and document
their eligibility are entitled to attend the meeting and exercise the
voting right.

As documentation, a special certificate confirming their shareholding
issued in text form by the depositary institution ("Confirmation") is
sufficient. The Confirmation must refer to the beginning of the 21st
day prior to the meeting ("Record Date"), which is 20 April 2010,
00:00 hours.

The registration and the Confirmation must be received by the company
under the following address in text form in the German or English
language no later than on 4 May 2010, 24:00 hours:

K+S Aktiengesellschaft
c/o Commerzbank AG
WASHV dwpbank AG
Wildunger Straße 14
60487 Frankfurt am Main (Germany)
Fax: +49 (0) 69 / 5099 - 1110
E-Mail: hv-eintrittskarten@dwpbank.de

After they are received, the admission ticket for the meeting will be
sent to the shareholder. In order to ensure timely receipt of the
admission tickets, shareholders are requested to see to it that the
registration and Evidence are sent to the company early.

Holders of American Depositary Receipts (ADRs) receive the
information and documents regarding the Annual General Meeting from
Bank of New York Mellon, New York, or from their bank or, as the case
may be, their broker. In case of questions regarding the exercise of
the voting right, please contact Bank of New York Mellon, Tel.:
+1-888-269-2377.

Importance of the Record Date

The Record Date is the decisive date for the scope and exercise of
the attendance and voting right at the Annual General Meeting. In
relation to the company, only those are considered shareholders for
purposes of attending the Annual General Meeting or exercising the
voting right, who have documented their shareholding as of the Record
Date. Changes in the shareholdings after the Record Date are not
relevant. Shareholders, who have acquired their shares only after the
Record Date, are accordingly unable to attend the Annual General
Meeting. Shareholders, who have properly registered and provided the
Confirmation, are also entitled to attend the Annual General Meeting
and exercise the voting right, if they sell and transfer the shares
after the Record Date. The Record Date has no effect on the ability
to sell and transfer shares and is not a relevant date for any
dividend entitlement.

Proxy voting procedure

The voting right may also be exercised through a proxy, i.e. a bank
or a shareholders' association.

Granting the power of attorney, revoking it, and proof of
authorization vis-à-vis the company generally require the text form.
The revocation may, however, also be effected by the shareholder
attending the Annual General Meeting in person.

Exemptions from the text form requirement may exist for banks,
shareholders' associations, or equivalent persons or institutions,
c.f. Section 135, Section 125 paragraph 5 of the German Stock
Corporation Act (AktG). We therefore ask that our shareholders
coordinate with banks, shareholders' associations, or equivalent
persons or institutions regarding the form of powers of attorney
granted to them.

We would like to point out that a proper registration and
confirmation of shareholding by the depositary institution are also
required when granting proxy.

Shareholders are offered to authorize proxies appointed by the
company