EANS-General Meeting: Höft & Wessel AG / Announcement convening the general meeting

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General meeting information transmitted by euro adhoc. The issuer is
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Höft & Wessel Aktiengesellschaft, Hanover
WKN: 601100, ISIN: DE0006011000

Invitation to the Annual General Meeting scheduled for 17 June 2010

Hanover, May 2010

Ladies and gentlemen, dear shareholders,

We hereby have pleasure in inviting you to attend the
Annual General Meeting of Höft & Wessel AG

The Annual General Meeting will be held

on 17 June 2010, 11:00 a.m.,
Venue: Altes Rathaus
Karmarschstr. 42, 30159 Hanover.

The agenda is provided on the following pages. This invitation was
published in the electronic German Government Gazette
(www.ebundesanzeiger.de) on 5 May 2010.

Agenda

1. Submission of the confirmed annual financial statements and
management report of Höft & Wessel Aktiengesellschaft for fiscal
2009, the consolidated financial statements and consolidated
management report for fiscal 2009, prepared in accordance with the
International Reporting Standards (IFRS) for fiscal 2009, the report
of the Supervisory Board for fiscal 2009 as well as the explanatory
notes to the statements in accordance with §§ 289 (4), 315 (4) of the
German Commercial Code (HGB)

2. Resolution on the appropriation of the balance-sheet profit

The Board of Management and the Supervisory Board propose that the
balance-sheet profit for fiscal 2009, amounting to EUR 859,346.21 be
applied as follows:

Distribution of a dividend amounting to EUR 0.08 share without
par-value on 8,497,490 shares without par-value entitled to a
dividend and a tranfer of the residual amount of EUR 179,547.01 to
the new accounts.

Total amount of the dividend EUR 679,799.20
Transfer to new accounts EUR 179,547.01
______________________________________________
Balance-sheet profit EUR 859,346.21

3. Discharge of the members of the Board of Management

The Board of Management and the Supervisory Board propose that the
members of the Board of Management be discharged for fiscal 2009.

4. Discharge of the members of the Supervisory Board

The Board of Management and the Supervisory Board propose that the
members of the Supervisory Board be discharged for fiscal 2009.

5. Election of the auditors for fiscal 2010

The Supervisory Board proposes that KPMG AG
Wirtschaftsprüfungs-gesell-schaft, Hanover, be elected as auditors of
Höft & Wessel Aktiengesellschaft for the financial year 2010.

6. Authorisation for the Company to acquire own shares

The Board of Management and Supervisory Board propose that the
following resolution be adopted: Following an amendment to the
existing authorisation for the acquisition of its own shares (agenda
item 5 of the Annual General Meeting of 18 June 2009), the Company
shall be authorised to acquire own shares worth up to 10 per cent of
the share capital amounting to EUR 8,497,490.00 by 16 June 2015. The
consideration paid per share upon acquisition may not fall below or
exceed the market price of the share by more than 5 per cent. The
decisive stock price as contemplated by the rule above is the average
closing price of the Company´s shares during the last five trading
days before the acquisition of the shares; the decisive criterion are
the prices of the trading system of the Frankfurt Securities Exchange
in which the highest sales are generated in the specified period.

The Board of Management shall be authorised to sell own shares by
means other than through the stock exchange or through an offer to
all shareholders with the approval of the Supervisory Board if the
own shares acquired by the Company are sold at a price that does not
fall substantially below the market price of shares of the Company on
the same terms at the time of such sale. The decisive stock price as
contemplated by the rule above is the average closing price of the
Company´s shares during the last five trading days before the
acquisition of the shares; the decisive criterion are the prices of
the trading system of the Frankfurt Securities Exchange in which the
highest sales are generated in the specified period. The pro-rata
amount of the share capital of the shares that may be sold by means
other than through the stock exchange or through an offer to all
shareholders on the basis of this authorisation shall be reduced by
the pro-rata amount of the share capital of those shares that were
issued after 17 June 2010 on the basis of the authorisation pursuant
to § 3 (2) of the articles of association of the Company (authorised
capital) or of those shares to which the bearers of convertible bonds
issued after 17 June 2010 are or were entitled to subscribe, in each
specific case to the extent that the subscription right was excluded
pursuant to § 186 (3) Sentence 4 of the German Companies Act (AktG)
when the shares were issued on the basis of the authorised capital
and/or when the convertible bonds were issued.

In addition, the Board of Management is authorised also to use the
shares, with the consent of the Supervisory Board, as (partial)
consideration for the acquisition of companies or portions thereof,
or participations in other companies.

Finally, the Board of Management shall be authorised to redeem own
shares acquired with the approval of the Supervisory Board, without
such redemption requiring the further resolution of an Annual General
Meeting. The Supervisory Board shall be authorised to amend § 3 of
the articles of association in accordance with the respective
utilisation of the authorisation to such redemption.

7. Resolution on an amendment to the articles of association to
authorise the Board of Management to increase the share capital -
possibly excluding the statutory subscription rights of the
shareholders (creation of new authorised capital)

The Board of Management and Supervisory Board propose that the
following resolutions be adopted:

a) § 3 (2) of the articles of association is to be newly worded as
follows:

"2. The Board of Management is authorised to raise the share capital
by June 16, 2010 on a cash or non-cash basis once or repeatedly by up
to a total of EUR 4,248,745.00 by issuing new bearer shares without
par-value (authorised capital) with the approval of the Supervisory
Board. The shareholders shall be granted subscription rights. The new
shares may be assumed by a credit institution or some other company
engaged pursuant to § 53 (1) sentence 1 or § 53b (1) sentence 1 or
(7) of the German Banking Act (Gesetz über das Kreditwesen - KWG)
subject to the duty to offer the said shares only for purchase to the
shareholders in accordance with the Company´s instructions. The Board
of Management shall, however, be authorised to exclude maximum
amounts from the right of subscription of the shareholders with the
approval of the Supervisory Board. The Board of Management shall
further be authorised, with the approval of the Supervisory Board, to
exclude the right of subscription if it should be necessary to grant
holders of warrants and convertible bonds issued by the Company a
subscription right to the new shares to the extent to which they
would have been entitled thereto after exercising their options or
conversion rights. In addition, the Board of Management shall be
authorised to exclude the subscription right to employee shares
issued up to a total of EUR 350,000.00 with the approval of the
Supervisory Board. The Board of Management shall further be
authorised, in the event of increases in capital totalling up to EUR
849,749.00, to exclude the right of subscription of the shareholders
with the approval of the Supervisory Board, when the issue price of
the new shares does not fall substantially below the stock market
price of already listed shares on the same terms at the time of the
final stipulation of the amount of issue. To the extent that the
Company acquired own shares and sold the latter without servicing
shareholders´ subscription rights in accordance with § 186 (3)
Sentence 4 AktG (German Company Law) by analogy, the aforementioned
amount of EUR 849,749.00 shall be reduced by the pro-rata portion of
the share capital accounted for by the own shares sold. To the extent
that the Company issued convertible bonds, excluding the right of
subscription in accordance with § 186 (3) Sentence 4 of AktG, the
aforementioned amount of EUR 849,749.00 shall be reduced further by
the pro-rata portion of the share capital of those shares to which
the bearers of convertible bonds are or were entitled to subscribe.
Finally, the Board of Management shall be authorised to exclude
shareholders´ subscription rights once or repeatedly up to an amount
totalling EUR 4,248,745.00 when the new shares are issued against
non-cash contributions with the approval of the Supervisory Board."

b) The Supervisory Board is authorised to amend the wording of § 3
(1) and (2) of the articles of association (extent and breakdown of
share capital; authorised capital) accordingly upon full or partial
execution of the increase in the share capital or upon expiry of the
authorisation period.

Reports and notifications to the Annual General Meeting

Report of the Board of Management concerning agenda item 6 in
accordance with § 71 (1) No. 8, § 186 (3) Sentence 4, Sect. 4
Sentence 2 of the German Companies Act (AktG) and on Agenda item 7 in
accordance with §§ 203 (1), (2), 186 (4) Sentence 2 of AktG. In
accordance with §§ 71 (1) No. 8, 186 (3) Sentence 4, (4) Sentence 2
of the German Companies Act (AktG), the Board of Management shall
submit the following written report on agenda item 6 concerning the
reasons for the proposed authorisations for the exclusion of
subscription rights in the event of the sale of the Company´s own
shares pursuant to agenda item 6 and on agenda item 7 in accordance
with §§ 203 (1), (2), 186 (4) Sentence 2 of AktG.

The authorisations based on agenda items 6 and 7 constitute a
continuation of the resolutions passed in previous years to maintain
the Company´s scope for taking action pursuant to agenda items 6 and
7, as in the past.

a) re: agenda item 6 agenda item 6 contains the proposal to
extend and amend the existing authorisation of the Company by 16 June
2015, in terms of which the Company may acquire own shares worth up
to 10 per cent of the total share capital of EUR 8,497,490.00. The
proposed authorisation enables Höft & Wessel Aktiengesellschaft to
utilise the instrument of the acquisition of own shares to realise
the advantages conferred by the acquisition of own shares in the
interests of the Company and its shareholders.

According to the authorisation of the Board of Management proposed
under agenda item 6, the Board of Management may, with the approval
of the Supervisory Board, sell own shares acquired by means other
than through the stock exchange or through an offer to all
shareholders when the own shares acquired by the Company are sold at
a price that does not fall substantially below the market price of
the Company´s shares on the same terms at the time of such sale. The
decisive stock price as contemplated by the rule above is the average
closing price of the Company´s shares during the last five trading
days before the acquisition of the shares; the decisive criterion are
the prices of the trading system of the Frankfurt Securities Exchange
in which the highest sales are generated in the specified period.
This authorisation makes use of the option to exclude subscription
rights provided for by § 71 (1) No. 8 of the German Companies Act
(AktG) in conjunction with § 186 (3) Sentence 4 of the German
Companies Act (AktG) for the time being. The option of the exclusion
of subscription rights under the relevant application of § 186 (3)
Sentence 4 of the German Companies Act (AktG) serves the interests of
the Company in selling its own shares to institutional investors, for
instance. In addition, new groups of shareholders may be gained both
locally and abroad as a result. The statutory option of the exclusion
of subscription rights enables Management of the Company to utilise
opportunities arising from prevailing market conditions quickly and
flexibly as well as cost-effectively, without having to resort to
time-consuming and costly processing of subscription rights.

In addition, the Board of Management is authorised to use own shares
by way of consideration for corporate acquisitions and equity
interests. The reasons for which the Company should be able to use
own shares for this purpose correspond to those that justify the
possibility to be created in the following section b) ee) of this
report in accordance with the resolution on agenda item 7 to exclude
subscription rights in the event of non-cash capital increases based
on the authorised capital; reference is made to the explanatory notes
in the relevant section.

b) re: agenda item 7

The authorisation of the Board of Management as proposed under agenda
item 7, with the consent of the Supervisory Board, to increase the
Company´s share capital by up to EUR 4,248,745.00 by 16 June 2015 by
issuing new shares on one or several occasions against cash or
non-cash contributions, extends to include an authorisation of the
Board of Management to decide on excluding subscription rights for
certain purposes with the consent of the Supervisory Board.

aa) The authorisation of the Board of Management to exclude any fractional
shares from the shareholders´ subscription rights serves to guarantee a
practicable subscription ratio and, therefore, to facilitate the technical
execution of the capital increase. The shares excluded from the shareholders´
subscription rights as free fractions will either be sold on the securities
exchange or in some other manner to third parties at best possible price.

bb) Moreover, the possibility of excluding shareholders´ subscription rights
is planned in order to provide holders of warrants and convertible bonds issued
by the Company with appropriate protection against dilution. Holders of warrants
or convertible rights can be given protection against dilution by reducing the
option or conversion price or by granting a subscription right. The Management
of the Company will decide on a timely basis which of the two possibilities of
making use of authorised capital is more appropriate. In order not to be
confined to the alternative of reducing the option or conversion price from the
outset, generally an authorisation is provided to have the shareholders´
subscription rights to new shares being excluded to the extent required in order
to grant holders of option or conversion rights a subscription right they would
be entitled to if they had made use of their option or conversion rights via the
capital increase prior to the respective resolution.
cc) Moreover, the Board of Management is to be authorised - as in the past -
to adopt a resolution, with the consent of the Supervisory Board, to exclude the
subscription right for the purpose of issuing employee shares for a total amount
of up to EUR 350,000.00. In the past, the issue of employee shares has proved to
be a key instrument for numerous companies listed in the stock markets to create
an incentive for employees' commitment and identification. It has an independent
significance in addition to the other possibilities of employee participation
such as the issue of options or convertible bonds to employees or other
performance-related remuneration components. In order to have a diverse range of
instruments available in the field of employee profit participation, the Company
is to be enabled to issue employee shares subject to the exclusion of the
shareholders´ subscription rights.

dd) Moreover, the proposed motion on Agenda item 7 provides for the Board of
Management to be allowed, with the consent of the Supervisory Board, to deprive
shareholders of their statutory subscription rights if the issue price of the
new shares does not fall substantially below the market price of the shares
already listed with the same criteria at the time of the final fixing of the
issue price. In terms of this authorisation, the option permissible pursuant to
§ 203 (1) Sentence 1, § 186 (3) Sentence 4 of AktG for the exclusion of
subscription rights is exercised. The authorisation to exclude subscription
rights within the scope of the authorised capital is limited to a total amount
of EUR 849,749.00. This corresponds to a share of exactly 10 per cent of the
share capital in existence at the time of the invitation to the Annual General
Meeting and therefore preserves the extent to which a capital increase is
factually justified in each case with regard to the fixing of the issue price.
The possibility of excluding subscription rights in making use of the provisions
of § 186 (3) Sentence 4 of AktG serves the interests of the Company in
generating an optimuim issue price when issuing the new shares. The statutory
option of the exclusion of subscription rights enables Management to utilise
opportunities arising from prevailing market conditions quickly and flexibly as
well as cost-effectively. As a result, an ideal reinforcement in the level of
equity is achieved in the interests of the Company and all shareholders.

ee) Finally, the proposed resolution includes an authorisation of the Board
of Management when making use of the authorisation to increase the share capital
(authorised capital) with the consent of the Supervisory Board on one or several
occasions for a total amount of up to EUR 4,248,745.00 when the new shares are
issued against a non-cash contribution. Höft & Wessel Aktiengesellschaft might
intend to further reinforce and extend its competitive position also by means of
targeted acquisitions. With the proposed authorisation, the Company is to be
enabled to acquire suitable participations or companies not only by way of a
cash price payment but also in return for a non-cash contribution by making
shares of the Company available. The German and, in particular, also the
international practice of equity interests and acquisitions shows that in
various cases the shareholders of attractive acquisition assets call for shares
to be granted on the part of the acquiring company. In order to also be able to
acquire a company or a holding in such cases, the Company must be able to
increase its share capital against non-cash deposits subject to the exclusion of
subscription rights. Because such a capital increase needs to be carried out at
short notice on account of the acquisition opportunities with generally complex
transaction structures in competition with potential acquisition prospects, the
route via authorised capital is essential.

It is not possible to provide any information on the issue amounts at
the present time since it is still open when and to what extent the
authorised capital will be utilised. The Board of Management will
determine the issue amount appropriately, taking account of the
interests of the Company and its shareholders as well as the purpose
from time to time.

Total number of shares and voting rights at the time of convocation

The Company´s share capital is divided up into 8,497,490 shares
without par-value at the time the Annual General Meeting is convened.
Each individual share shall confer one vote at the AGM with the
exception of the Company´s own shares. The Company does not hold any
shares of its own at the time of convocation of the AGM. The number
of participating shares and votes thus amounts to 8,497,490.

Preconditions for attending the Annual General Meeting and exercising
the right to vote

Only shareholders who registered in text form (cf.§ 126 b BGB (German
Civil Code)) in either German or English, having presented proof of
share ownership, by the end of 10 June 2010 shall be entitled to
attend the Annual General Meeting and exercise voting rights.

Proof of share ownership must refer to the beginning of 27 May 2010
and shall be submitted in either German or English in text form (cf.
§ 126 b BGB (German Civil Code)). Confirmation effected by the
custodian bank shall be deemed to be sufficient proof thereof.

The exclusive address of the registration office shall be:
Höft & Wessel AG
c/o Computershare HV-Services AG
Prannerstr. 8
D- 80333 Munich
Fax: +49 (0)89- 309037-4675
E-mail: anmeldestelle@computershare.de

The registration office issues admission tickets entitling the
holders to attend the Annual General Meeting and to exercise
shareholder rights on site. To ensure timely receipt of the admission
tickets, shareholders are kindly requested to submit proof of their
share ownership in due time.

Significance of the record date

The record date is the decisive date for determining the scope and
exercise of the right to attend and vote at the Annual General
Meeting. In relation to the Company, attendance at the Annual General
Meeting or the exercise of voting rights as a shareholder is possible
only for persons who have delivered proof of their shareholding by
the record date. Changes to the share portfolio after the record date
have no significance in this context. Shareholders who acquired their
shares only after the record date therefore cannot attend the Annual
General Meeting. Shareholders who have duly registered and delivered
proof are also entitled to attend the Annual General Meeting and to
exercise the voting right if they sell the shares after the record
date. The reference date for recording purposes has no impacts on the
saleability of the shares and is no date of relevance to any
entitlement to dividends.

Voting by proxy

In addition, we also refer to the option of having voting rights
exercised by a proxy or an association of shareholders. Grant of a
proxy, revocation thereof and proof of authorisation vis-à-vis Höft &
Wessel AG are required to be in writing. Exceptions may apply to
credit institutions, shareholder associations or equivalent persons
or institutions.

Höft & Wessel AG provides its shareholders with the following e-mail
address for sending the record of proxy or revocation thereof:
hvvollmacht@hoeft-wessel.de

As a special service, Höft & Wessel AG offers its shareholders the
opportunity to authorise Company-appointed proxies to exercise voting
rights even before the Annual General Meeting. Grant of a proxy,
revocation thereof and proof of authorisation vis-à-vis Höft & Wessel
AG are required to be in writing. The Company-appointed proxy must be
given instructions for the exercise of voting rights.

The proxy details are set out in the documents that will be sent to
the shareholders via the custodian banks.

We wish to point out that due and proper registration and proof of
shareholdership are required in order to grant proxy rights.

Rights of shareholders: addendum to the Agenda

Shareholders whose shares together account for a twentieth of the
share capital or the prorated amount of EUR 500,000 may call for
items to be placed on the agenda and be announced. Each new item must
be accompanied by a justification or a proposed resolution. The
request is to be addressed to the Board of Management. The applicants
are required to deliver proof that they were holders of the shares
for at least three months prior to the date of the Annual General
Meeting and that they will hold the shares until a decision has been
reached on the application. Motions for amendments to the agenda must
have been received by the Company at least 30 days prior to the
Annual General Meeting, i.e. by 17 May 2010.

Rights of shareholders: counter-motions, election proposals

Counter-motions and nominations for election by shareholders pursuant
to §§ 126, 127 of the German Companies Act (AktG) shall be submitted
to the Company at the following address: Höft & Wessel
Aktiengesellschaft, Rotenburger Strasse 20, 30659 Hanover. Any
resolutions regarding a specific agenda item, together with a
statement of reasons for such resolutions, shall be made accessible
to other shareholders via the Company´s website only if such
resolutions were sent to the Company at least 14 days prior to the
meeting, i.e. by 2 June 2010.

Rights of shareholders: right to information

If requested, each shareholder at the Annual General Meeting is to be
furnished with information by the Board of Management on any Company
affairs, if such information is necessary for a proper assessment of
the item on the agenda. The duty to provide information also extends
to include the legal and business relations of the Company with an
affiliated or associated entity. If a company makes use of the relief
afforded by § 266 (1) Sentence 2, § 276 or § 288 of the Commercial
Code (HGB), any shareholder may call for the annual financial
statements at the Annual General Meeting to be presented in the form
in which they would have had to be presented without the application
of these provisions. The duty of information on the part of the board
of management of a parent company (§ 290 (1), (2) of the German
Commercial Code) at an annual general meeting at which the
consolidated financial statements and consoldated management report
are presented extends to include the situation of the group and the
companies forming part of the consolidated financial statements.

Information on the Company´s website

The information pursuant to § 124a of the German Companies Act (AktG)
is accessible on the website of Höft & Wessel AG under
http://www.hoeft-wessel.com.

Hanover, May 2010

Höft & Wessel Aktiengesellschaft

The Board of Management

- In the event of a contradiction between the English and the German
version of this invitation, the German version shall prevail. -

end of announcement euro adhoc
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ots Originaltext: Höft & Wessel AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Dr. Arnd Fritzemeier

Tel.: +49-511-6102-300

E-Mail: af@hoeft-wessel.de

Branche: Technology
ISIN: DE0006011000
WKN: 601100
Index: TecDAX, Prime All Share, Technology All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade