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

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

We hereby formally invite our shareholders to attend the Ordinary Annual
General Meeting of BAUER Aktiengesellschaft, to be held on Thursday, June 24,
2010 at 10 a.m. (doors open 9 a.m.) at the corporate head office of BAUER
Aktiengesellschaft, BAUER-Strasse 1 (prior to renaming: Wittelsbacherstr. 5),
86529 Schrobenhausen, Germany.

Agenda

1. Presentation of the confirmed annual financial statements of
BAUER AG, the approved consolidated financial statements of
the Group, the management report and Group management report
and the report of the Supervisory Board in each case for the 2009
financial year, as well as the explanatory report of the
Management Board relating to the disclosures pursuant to
section 289, subsections 4 and 5 and section 315, subsection 4 of
the German Commercial Code (HGB).

Pursuant to section 124a, clause 1, item 2 of the German Stock
Corporation Act (AktG), the following statement is made: The
annual financial statements were confirmed by the Supervisory
Board and the consolidated financial statements were approved
on April 16, 2010. Consequently, in accordance with sections 172
f. AktG, no resolution is required in relation to this agenda
item.

2. Resolution on the appropriation of net earnings available for
distribution from the 2009 financial year

The Management Board and Supervisory Board propose the following
resolutions:

that the net earnings of BAUER Aktiengesellschaft for the 2009
financial year totalling EUR 33,019,815.96 be appropriated as
follows:

Payment of a dividend to shareholders of EUR 0.60
for each no-nominal-value share, with a total of
17,131,000 no-nominal-value shares EUR 10,278,600.00

Allocation to other revenue reserves EUR 5,000,000.00

Profit carried forward EUR 17,741,215.96

that a partial amount possibly attributable to no-nominal-value shares not

eligible for dividend also be carried forward.

3. Resolution on ratification of the actions of the members of the
Management Board for the 2009 financial year

The Management Board and Supervisory Board propose a resolution
that the actions of the members of the Management Board during
the 2009 financial year be ratified.

4. Resolution on ratification of the actions of the members of the
Supervisory Board for the 2009 financial year

The Management Board and Supervisory Board propose a resolution
that the actions of the members of the Supervisory Board during
the 2009 financial year be ratified.

5. Resolution on the approval of the system of remuneration to the
members of the Management Board

Based on the German Act on the Appropriateness of Management
Board Remuneration (VorstAG), section 120, subsection 4 AktG now
enables the Annual General Meeting of a stock market quoted
company to vote on approval of the remuneration system. The
resolution entails neither rights nor obligations. In
particular, it retains the obligations of the Supervisory Board
pursuant to section 87 AktG.

The system of remuneration paid to members of the Management
Board is detailed in the Remuneration Report under "Remuneration
of the Management Board". This section of the Remuneration
Report is printed as part of the Group management report for
the financial year in the 2009 Annual Report, starting on
page 42. The 2009 Annual Report is accessible on the Internet and
will also be made available during the Annual General Meeting.

The Management Board and Supervisory Board propose a resolution
that the system of remuneration paid to the members of the
Management Board be approved.

6. Election of auditors for the 2010 financial year

On the recommendation of the Audit Committee, the Supervisory Board
proposes that PricewaterhouseCoopers AG,
Wirtschaftsprüfungsgesellschaft, Stuttgart be elected as auditors
of the parent company's financial statements and the Group
consolidated financial statements for the 2010 financial year.

7. Resolution on authorization of the Management Board to
acquire and appropriate treasury stock with the possibility to
exclude the subscription rights and any other tendering of
delivery rights of the shareholders

The resolution on authorization to acquire treasury stock passed at
the last Ordinary Annual General Meeting expires on December 24,
2010. Consequently, it is proposed that, on cancelling the said
authorization, the Management Board be again authorized to acquire
treasury stock. In accordance with the German Act implementing the
Shareholders' Rights Directive dated July 30, 2009 (ARUG), the
authorization can now be issued for a period of up to five years.

The Management Board and Supervisory Board propose the following
resolutions:

a) that the company be authorized, in accordance with section 71,
subsection 1, clause 8 AktG, by June 23, 2015, to acquire treasury
stock with a proportional amount attributable to it of up to a total of
10 percent of the share capital of the company existing at the time the
resolution is passed, subject to the proviso that shares acquired
pursuant to the said authorization, together with other shares in the
company which the company itself has already acquired and still owns,
or which are attributable to it in accordance with sections 71 d and
71 e AktG, at no time account for more than 10 percent of the share
capital of the company. The rules laid down in section 71, subsection
2, clauses 2 and 3 AktG must be observed.

The shares shall be acquired at the discretion of the Management Board
by means of a public tender offer or by means of a public invitation to
submit such a tender offer (in the following referred to as a "public
tender offer") or by way of the stock market.

aa) that if the acquisition is effected by way of the stock market,
the acquisition price (excluding ancillary costs) may be no more
than 10 percent above or 20 percent below the price determined by
the opening auction on the trading day for shares in the company
in Xetra trading (or a comparable successor system) on the
Frankfurt Stock Exchange.

bb) that if the acquisition is effected by means of a public tender
offer, the purchase price or the limits of the purchase price
span per share (excluding ancillary costs) may be no more than 10
percent above or 20 percent below the average of the closing
prices per share in the company in Xetra trading (or a comparable
successor system) on the three trading days prior to the day of
issue of the public tender offer. If not insignificant variations
of the decisive share price occur after the day of issue of the
public tender offer, the purchase price may be adjusted. In this
case, the basis shall be the average of the closing prices per
share in the company in Xetra trading (or a comparable successor
system) on the three trading days prior to the day of issue of
any adjustment.
The public tender offer may stipulate additional conditions.
Where the total number of shares tendered in respect of a public
tender offer exceeds the volume of the offer, the acquisition may
be effected according to the ratio of tendered shares (tender
ratios). Additionally, preferential acceptance of low volumes (up
to 50 shares per shareholder) may be stipulated, as may rounding
in accordance with commercial principles in order to avoid
arithmetic fractions of shares. Any further tendering of delivery
rights of shareholders is thus excluded.

b) that the authorization under lit. a) may be exercised in full or in
multiple partial amounts spread across multiple acquisition dates until
the maximum acquisition volume is reached. The proposal also stipulates
that the acquisition may also be effected by dependent Group
subsidiaries as per the definition in section 17 AktG or by third
parties for the company's account or for the dependent Group
subsidiaries' account.

c) that the Management Board be authorized to appropriate shares in the
company acquired pursuant to the above authorizations for all legally
admissible purposes, in particular in pursuing one or more of the
following purposes:

aa) that the shares acquired pursuant to the above authorization may
also be sold by means other than by way of the stock market or by
means of an offer to the shareholders, if the shares are sold for
cash at a price (excluding ancillary costs) not materially below the
price determined by the opening auction on the trading day for
shares in the company in Xetra trading (or a comparable successor
system). This authorization shall be restricted to shares accounting
for no more than 10 percent of the share capital in total, either at
the time this authorization comes into force or - if this value is
less - at the time of exercising the said authorization. The maximum
limit of 10 percent of the share capital shall be reduced by the
proportional amount of the share capital accounted for by the shares
issued or sold during the term of this authorization excluding
subscription rights in accordance with or corresponding to
section 186, subsection 3, clause 4 AktG.

bb) that the aforementioned shares may be sold in return for non-cash
payment, provided this is done for the purpose of effecting company
mergers or acquiring companies, parts of companies, shareholdings in
companies or other assets.

cc) that the aforementioned shares may be redeemed without need of a
further Annual General Meeting in order to approve the redemption or
its execution. They may also be redeemed by a simplified procedure
entailing no reduction in capital by adjustment of the proportional
arithmetic amount of the remaining no-nominal-value shares
constituting the company's share capital. In such a case the
Management Board shall be authorized to adjust the number of no-
nominal-value shares in the company's Articles of Association.

The aforementioned authorizations may be utilized once or more than
once, individually or collectively, referred to portions of the
treasury stock or to the totality of treasury stock. No trading in
treasury stock may take place.

d) that the subscription rights of shareholders be excluded if the
acquired treasury stock is appropriated for one or more of the purposes
cited in lit. c) aa) and bb). If the acquired treasury stock is sold by
way of the stock market, subscription rights of shareholders shall
likewise be excluded. In the event of sale of the acquired treasury
stock by public offer to the shareholders, the Management Board shall
be authorized to exclude the subscription rights of shareholders for
residual amounts.

e) that the Supervisory Board may stipulate that measures by the
Management Board pursuant to this resolution of the Annual General
Meeting be undertaken only with its consent. The Management Board may
exercise the authorizations of appropriation in lit. c) aa) and bb)
only with the consent of the Supervisory Board.

f) that the resolution on authorization to acquire treasury stock passed
by the company's Annual General Meeting on June 25, 2009 and expiring
on December 24, 2010 shall be cancelled when the new authorization
takes effect.

8. Resolution on amendments of the Articles of Association

The German Act implementing the Shareholders' Rights Directive dated
July 30, 2009 also changed the rules relating to allowable
periods, deadlines and their calculation, as well as to proxy
voting rights in connection with the Annual General Meeting.This,
among other reasons, makes it necessary to amend the company's
Articles of Association.

The Management Board and Supervisory Board therefore propose the
following resolutions:

a) that Article 3 of the Articles of Association be amended as
follows:

"§ 3 Notifications, Information

1. The Company´s notifications shall be published in the electronic Federal
Gazette ("Bundesanzeiger"). Other legal obligations relating to
publication shall remain unaffected.

2. The company shall be entitled, within the bounds of legal requirements,
to transmit information to shareholders, with their consent, by means of
electronic data transfer.

3. The issue of notifications pursuant to section 125, subsection 2 AktG is
restricted to electronic means of communication. The Management Board
shall be entitled, but not obliged, also to issue the said information by
other means."

b) that Article 5, paragraph 2, clause 2 of the Articles of
Association be amended as follows:

"In the event of a voting tie, the Chairman of the Management Board shall
carry the casting vote, provided the Management Board comprises more than
two members."

c) that Article 6, clause 3 of the Articles of Association be amended
as follows:

"Furthermore, the Supervisory Board may determine generally or for an
individual case that individual or all members of the Management Board are
authorized to represent the company in legal transactions as
representatives of a third party."

d) that Article 9, paragraph 2, clause 1 of the Articles of
Association be amended as follows:

"The Supervisory Board has a quorum if the members have been invited in
writing, by fax or by e-mail at the last notified address and at least half
of the members of which it must consist in total take part in the decision-
making in person or by casting their votes in writing, by fax, by e-mail or
by telephone."

e) that Article 9, paragraph 3 of the Articles of Association be
amended as follows:

"3. Decisions may also be taken in writing, by telephone or using
similar voting methods (e.g. fax, e-mail, video conference), or by a
combination of those forms, without convening a meeting, if the Chairman
of the Supervisory Board so stipulates. This also applies to repeat
voting procedures in accordance with section 29, subsection 2, clause 1
and section 31, subsection 4, clause 1 of the German Co-determination Act
(MitbestG)."

f) that Article 11, letter c of the Articles of Association be
amended as follows:

"c. Appointment and dismissal of members of the Management Board /
directors of Group companies whose sub-group revenues exceed 15 percent
of total Group revenues. The decisive factor is the share indicated by
the breakdown of total Group revenues from the latest Group management
report available at the time the resolution on appointment or dismissal
was passed."

g) that Article 15, paragraph 2 of the Articles of Association be
amended as follows:

"2. Unless otherwise stipulated by law, the Annual General Meeting shall
be convened at least thirty days prior to its scheduled date. The period
of notice shall be extended by the number of days allowed for
registration (Article 16, paragraph 1 of the Articles of Association)."

h) that Article 15 of the Articles of Association be appended by the
following paragraph 3:

"3. The Management Board is authorized to permit video and
audio broadcasting of the Annual General Meeting."

i) that Article 16 of the Articles of Association be amended as
follows:

"1. Only shareholders who have registered their attendance in text form
with the office specified in the invitation to the Annual General Meeting
and furnished proof of their right subject to Article 16, paragraph 2 at
least six days before the date of the Annual General Meeting are entitled
to attend the Annual General Meeting and exercise their voting right. The
date of the Annual General Meeting and the date of receipt are not to be
counted.

2. Shareholders must furnish proof of their right to attend the Annual
General Meeting and to exercise their voting rights. This requires
documentary proof of shareholding issued in text form by the depository
bank or other financial institution. The documentation must be in German
or English, must relate to shares held at the legally stipulated date
(section 123, subsection 3, clause 3 AktG) and be received by the office
specified in the invitation to the Annual General Meeting at least six
days before the date of the Annual General Meeting. The date of the
Annual General Meeting and the date of receipt are not to be counted. The
Company is entitled to demand appropriate additional proof if there are
any doubts as to the accuracy or authenticity of the documentation. If
there are any doubts as to this also, or if no proof is furnished, the
company may reject the shareholder´s right to attend the Annual General
Meeting and to exercise his or her voting right.

3. Voting rights may be exercised by authorized proxies. The assignment and
revocation of proxy voting rights, as well as the proof of such
authorization furnished to the company, must be in text form. The
notification convening the Annual General Meeting may stipulate a
relaxing of the requirement for the text form. Section 135 AktG remains
unaffected. If a shareholder appoints more than one person as proxy, the
company may reject one or more of them.

4. The company may appoint one or more proxies to exercise shareholders'
voting rights based on the latters' instructions. The details, in
particular concerning formal requirements and periods for the granting
and revocation of proxy voting rights, are announced when the respective
Annual General Meeting is convened."

j) that Article 18 of the Articles of Association be appended by the
following paragraph 4:

"4. The Management Board is authorized to enable shareholders to vote
without attending the meeting, either in writing or by means of
electronic communication (postal vote)."

Report of the Management Board in accordance with section 71, subsection 1,

clause 8 AktG in conjunction with section 186, subsections 3
and 4 AktG relating to agenda item 7

Section 71, subsection 1, clause 8 AktG offers stock
corporations the possibility to acquire treasury stock up to a
total of 10 percent of their share capital based on
authorization by the Annual General Meeting. Agenda item 7 contains
a proposal to issue such an authorization, limited to a period of
five years. The object of this is to enable the Management
Board, in the interest of the company and its shareholders, to
acquire treasury stock up to an amount equivalent to a total of
10 percent of the current share capital of the company, either by
way of the stock market or by means of a public tender offer. The
acquisition may also be effected by dependent Group subsidiaries as
per the definition in section 17 AktG or by third parties for the
company's account or for the dependent Group subsidiaries' account.

Acquisition of treasury stock

As well as enabling acquisition by way of the stock market, the
proposal also stipulates that the company should be able to acquire
treasury stock through a public tender offer to the shareholders of
the company or by public invitation to submit such an offer. Any
such action must be in compliance with the principle of
equality laid down in section 53 a AktG. In the case of public
tender offers, the shareholders may decide how many shares are to
be offered and - where a price span is stipulated - the price at
which they wish to offer them to the company. If the number of
shares offered at the set offer price exceeds the number of
shares requested by the company, the proposed authorization
permits the acquisition to be effected according to the ratio of
tendered shares (tender ratios). Only if an acquisition is, by
principle, based on tender ratios instead of on share ratios can
the acquisition procedure be technically handled within a
commercially reasonable framework. The proposal also stipulates
preferential acceptance of smaller volumes up to a maximum of 50
shares per shareholder. The object of enabling this possibility is,
firstly, to avoid small residual amounts, entailing a potential de
facto disadvantage to small shareholders; secondly, it aims to
simplify the technical handling of the acquisition procedure.
Finally, it is proposed that in all cases, rounding according
to commercial principles should be permissible, in order to
avoid arithmetic fractions of shares. This is likewise intended
to aid technical handling. An exclusion of any further tendering
rights of shareholders entailed by this is considered objectively
justified and appropriate with regard to the shareholders. The
tender offer, or the invitation to submit such an offer, may
stipulate additional conditions.

Appropriation of treasury stock

The treasury stock acquired by the company may be sold-on by way of
the stock market or by means of a public offer to all
shareholders. This ensures conformance to the principle of
shareholder equality on resale of the shares. Where the shares are
sold by way of an offer to all shareholders, it is proposed
that the Management Board be authorized to exclude the
subscription rights of shareholders to the treasury stock for
residual amounts. This very limited exclusion of subscription
rights is often key to enabling the sale of shares at all, and is
essential in order to present a technically feasible
subscription ratio. The surplus treasury stock excluded from the
shareholders' rights of subscription will be realized either by being
sold off through the market or in some other way to the
optimum benefit of the company. The potential dilution is
minimized because of the limitation to residual amounts and is
therefore objectively justifiable.

Moreover, the proposed authorization enables the company also to
sell the acquired treasury stock outside of the stock market for
cash, without making a public offer to all shareholders. The
precondition for this is that the shares are sold at a price not
materially below the market price of shares in the company at
the time of sale. This authorization utilizes the possibility to
exclude subscription rights by a simplified procedure as permitted
by section 71, subsection 1, clause 8 AktG in corresponding
application of section 186, subsection 3, clause 4 AktG. The
exclusion of subscription rights is in the interest of the
company in terms of achieving the best possible price on
selling the treasury stock. The revenue achievable by setting a
price oriented to the market price generally results in a
substantially higher in-flow of funds per share sold than share
placements retaining subscription rights, which usually entail
substantial discounts on the market price. Protection against

share dilution is provided by the stipulation that the shares may only be sold
at a price not materially below the determining market price. The authorization
to exclude subscription rights when selling treasury stock pursuant to
section 186, subsection 3, clause 4 AktG, incorporating any other

authorizations to issue or sell shares excluding subscription
rights in corresponding application of section 186,
subsection 3, clause 4 AktG, is limited to a maximum of 10 percent
of the share capital of the company in total. The
determining criterion is the share capital at the time the
authorization comes into force or when it is exercised, whichever is
the lower. Protection against share dilution is provided by the
stipulation that the shares may only be sold at a price not
materially below the determining market price. The definitive
selling price of the treasury stock will be set shortly prior to
the sale. The Management Board will attempt to calculate any
discount against the market price according to the market conditions
prevailing at the time of the placement as low as possible.
Shareholders wishing to maintain their relative equity ratio and
voting rights have the opportunity to acquire the necessary number
of shares to this end on the open market.

It is further proposed that the company be enabled to transfer
treasury stock as quid pro quo consideration to third parties,
provided this is done for the purpose of acquiring companies,
parts of companies, shareholdings in companies or other assets
or effecting company mergers. Thereby the shareholders'
subscription rights shall be likewise excluded. International
competition and the globalization of the economy often demands
that payment for such transactions be made in the form of
shares. In view of the ever-increasing scale of corporate units
involved in such transactions, funding can often not be provided
in cash without placing major strain on the liquidity of the
company or increasing the company's indebtedness to an unacceptable
level. The possibility of acquiring shares for these purposes is
already provided by the Authorized Capital in Article 4, paragraph
4 of the Articles of Association, but it is further proposed that
the possibility be established to allot shares in the company for
these purposes without having to increase the capital, which would
be more time-consuming because of the required entry in the
Register of Companies and also would entail higher
administrative costs. The proposed authorization seeks to provide
the company with the necessary freedom to enter into mergers or
undertake acquisitions quickly and flexibly as opportunities
arise. If subscription rights were granted this would not be
possible, and the associated benefits for the company would not
be achievable. When concrete opportunities arise to acquire
companies, parts of companies, shareholdings in companies or other
assets, the Management Board will diligently review whether it
should exercise the authorization to allot treasury stock. It will
only do so if the undertaking is in the clearly understood interest
of the company. In setting the valuation ratios, the Management
Board will ensure that the interests of the shareholders are
appropriately maintained. It will orient its assessment of the
value of the shares tendered by way of quid pro quo to the market
price of the company's shares. No schematic linkage to a market price
is proposed, in particular to ensure that achieved negotiation
outcomes are not placed in question by fluctuations in the market
price.

Finally, the proposed resolution authorizes the company to
redeem treasury stock without further resolution of the
Annual General Meeting. The authorization enables the company
to respond appropriately and flexibly to prevailing capital
market conditions. Pursuant to section 237, subsection 3,
clause 3 AktG, the proposed authorization also permits the Management
Board to redeem the shares without reducing the capital. By
redeeming the shares without reducing the capital, the proportional
amount of the remaining no-nominal-value shares as a percentage
of the company's share capital is increased. By redeeming the
treasury stock without reducing the capital, the arithmetic
proportion of the remaining no-nominal-value shares as a
percentage of the company's share capital is automatically
increased. The Management Board is therefore authorized to amend
the Articles of Association with regard to the changed number of
no-nominal-value shares.

The Management Board shall only be allowed to utilize the
authorization to acquire treasury stock outside of the stock market
for cash, without making a public offer to all shareholders, or
the authorization to transfer treasury stock, provided this is
done for the purpose of acquiring companies, parts of companies,
shareholdings in companies or other assets or effecting company
mergers, with the consent of the Supervisory Board.
Furthermore, the Supervisory Board may stipulate that measures by
the Management Board pursuant to the proposed resolution of the
Annual General Meeting be undertaken only with its consent.

In concurrence with the Supervisory Board, the Management Board
considers the exclusion of subscription rights in the cases cited,
for the reasons set out, taking into account a potential share
dilution, as objectively justified and appropriate with regard to
the shareholders. The Management Board will notify the next Annual
General Meeting of its exercising of the authorization.

Share capital and voting rights

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

Requirements for attendance at the Annual General Meeting and
exercising of voting rights:

Only those shareholders shall be entitled to participate in the
Annual General Meeting and exercise their voting rights who have
registered in text form with the office designated below and
furnished proof of their entitlement. Documentary confirmation of
share ownership issued in text form by the depository bank shall
suffice as proof. The proof of ownership shall be referred to the
start of the 21st day before the meeting - that is, June 3, 2010,
00.00 hours (record date). Registration and proof of share ownership,
in German or English, must be received by midnight on June 17, 2010
at the following address:

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

On receipt of their registration and proof of shareholding by the
designated office, shareholders will be sent tickets to attend the
Annual General Meeting including proxy voting forms.

Significance of the record date

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

Proxy voting procedure

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

Proof of proxy voting rights must either be presented on the day of
the Annual General Meeting by the authorized proxy or be furnished by
means of a declaration to the company by post or fax, or
electronically by e-mail, to the following address:

BAUER Aktiengesellschaft
c/o Computershare HV-Services AG
Prannerstraße 8
80333 Munich
Fax: +49 89 30903 74675
E-Mail: VollmachtBauer2010@computershare.de

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

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

The company further offers its shareholders the option of being
represented by company proxies. The assignment and revocation of
proxy voting rights, as well as the proof of such authorization
furnished to the company, must be in text form. Where
company-appointed proxies are assigned, they must in all cases be
issued with instructions as to how voting rights are to be exercised.
Without such instructions the proxy assignment is invalid. The
proxies are obliged to vote in accordance with instructions. Details,
as well as a proxy authorization and voting form, are included in the
documentation package sent out to duly registered shareholders.

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

Shareholders' rights: Additional agenda items

In accordance with section 122, subsection 2 AktG, shareholders whose
shares together account for one twentieth part of the share capital,
or reach the proportional amount of EUR 500,000, may demand that
items be placed on the agenda and publicized as such. The demand must
be submitted in writing to the Management Board. Demands for the
inclusion of additional agenda items must be received by the company
at least 30 days before the Annual General Meeting - that is, by
midnight on May 24, 2010.

Shareholders' rights: Motions and proposals for election

Furthermore, all shareholders are entitled to submit motions relating
to agenda items in accordance with section 125, subsection 1 AktG or
proposals for the election of auditors in accordance with section 127
AktG. The company will make available motions and proposals for
election received from shareholders, including the name of the
shareholder, the reason for the submission and any comments of the
management in response, at http://www.bauer.de, provided the
shareholder has submitted to the company an admissible motion
relating to a specific agenda item, together with the reasoning
behind it, or an admissible proposal for election, including the
legally required information, at least 14 days before the Annual
General Meeting - that is, by midnight on June 9, 2010. No reason
need be given for a proposal for election. Shareholders are requested
to furnish proof of their shareholding when submitting motions or
proposals for election.

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

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

Shareholders' rights: Right of information

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

Information on the company's website

Immediately after the Annual General Meeting has been convened, the
information pursuant to section 124a AktG will be made available on
the company's website at http://www.bauer.de under Investor
Relations/Annual General Meeting, in particular:

- the announcement convening the Annual General Meeting;
- an explanatory statement where no resolution is to be passed in relation
to an agenda item;
- the documentation to be made available to the Annual General Meeting, in
particular
o the annual financial statements and management report of BAUER AG;
o the consolidated financial statements and Group management report;
o the report of the Supervisory Board;
o the proposal on appropriation of net earnings available for distribution;
o the presentation of the system of remuneration paid to members of the
Management Board;
o the explanatory report of the Management Board relating to the
disclosures pursuant to section 289, subsections 4 and 5 and
section 315, subsection 4 of the German Commercial Code (HGB).
o the report of the Management Board in accordance with section 71,
subsection 1, clause 8 AktG, in conjunction with section 186,
subsections 3 and 4 AktG relating to the agenda item 7;
- the total number of shares and voting right at the time the Annual
General Meeting was convened;
- details of shareholders' rights in relation to submission of additional
agenda items, motions and proposals for election, and rights of
information.

Schrobenhausen, May 2010
BAUER Aktiengesellschaft
The Management Board

end of announcement euro adhoc
--------------------------------------------------------------------------------

ots Originaltext: BAUER Aktiengesellschaft
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Bettina Erhart / Christopher Wolf

Investor Relations

BAUER Aktiengesellschaft

BAUER-Straße 1

86529 Schrobenhausen

Tel.: +49 8252 97-1918

Fax: +49 8252 97-2900

investor.relations@bauer.de

www.bauer.de

Branche: Construction & Property
ISIN: DE0005168108
WKN: 516810
Index: MDAX, CDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade