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
responsible for the content of this announcement.
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Höft & Wessel Aktiengesellschaft, Hannover/Germany
WKN: 601100, ISIN: DE0006011000

Invitation to the Annual General Meeting scheduled for 15 June 2011

Ladies and gentlemen, dear shareholders,

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

The Annual General Meeting will be held

on 15 June 2011, at 11:00h
Venue: Altes Rathaus
Karmarschstr. 42, 30159 Hannover.

The agenda is provided on the following pages. This invitation was
published in the electronic German Government Gazette
(www.ebundesanzeiger.de) on 4 May 2011.

Agenda

1. Submission of the confirmed annual financial statements and
management report of Höft & Wessel Aktiengesellschaft for fiscal
2010, the consolidated financial statements and consolidated
management report for fiscal 2010, prepared in accordance with the
International Reporting Standards (IFRS) for fiscal 2010, the report
of the Supervisory Board for fiscal 2010 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 2010, amounting to EUR 1,429,224.29,
be applied as fol-lows:

Distribution of a dividend amounting to EUR 0.10 per no-par-value
share on 8,497,490 no-par-value shares entitled to a dividend and a
transfer of the residual amount of EUR 579,475.29 to the new
accounts.

Total amount of the dividend EUR 849,749.00
Transfer to new accounts EUR 579,475.29
______________________________________________________

Balance-sheet profit EUR 1,429,224.29

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 2010.

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 2010.

5. Election of the auditors for fiscal 2011

The Supervisory Board proposes that KPMG AG
Wirtschaftsprüfungs-gesell-schaft, Hannover, be elected as auditors
of Höft & Wessel Aktiengesellschaft for the financial year 2011.
Total number of shares and voting rights at the time of convocation
The Company´s share capital is divided up into 8,497,490 no-par-value
shares at the time the Annual General Meeting (AGM) is convened. Each
share confers the right to one vote at the AGM. The number of shares
and votes thus amounts to 8,497,490. The Company does not hold any
shares of its own at the time of convocation of the AGM.

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 8 June 2011 (12:00h
midnight) shall be entitled to attend the AGM and exercise voting
rights.

Proof of share ownership must refer to the beginning of 25 May 2011
(12:00h mid-night) (record date) 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 registration and proof of shareholding must be sent to the
following address only: Höft & Wessel AG c/o Computershare
HV-Services AG Prannerstrasse 8 80333 Munich/Germany Fax: +49
89-30903-74675 E-mail: anmeldestelle@computershare.de

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 AGM 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 AGM. Shareholders who have duly
registered and delivered proof are also entitled to attend the AGM
and to exercise the voting right if they sell the shares after the
record date. The reference date does not affect the saleability of
the shares or entitlement to dividends.

Voting by proxy In addition, we refer to the option of having voting
rights exercised by a proxy or an association of shareholders. The
granting of a voting proxy, its revocation and the submission of
proof thereof vis-à-vis Höft & Wessel AG must be in writing.
Excep-tions 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 its revocation:
hvvollmacht@hoeft-wessel.de

Höft & Wessel AG offers its shareholders the opportunity to authorise
Company-appointed proxies to exercise voting rights even before the
Annual General Meeting. The granting of a voting proxy, its
revocation and the submission of proof thereof vis-à-vis Höft &
Wessel AG must 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 for proxy rights to be granted.

Rights of shareholders: supplementation of 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 announced. Each new item must be accompanied by a
justification or a pro-posed motion. The request, addressed to the
Board of Management, must be in writing. Any requests for amendments
to the agenda must be received by the Com-pany at least 30 days prior
to the Annual General Meeting, i.e. by 15 May 2011 (12:00h midnight),
at the following address: Höft & Wessel Aktiengesellschaft,
Ro-tenburger Straße 20, 30659 Hannover, Germany.

Rights of shareholders: counter-motions, election proposals
Counter-motions and nominations for election by shareholders pursuant
to §§ 126, 127 of the Stock Companies Act (AktG) shall be submitted
to the Company at the following address: Höft & Wessel
Aktiengesellschaft, Rotenburger Strasse 20, 30659 Hannover, Germany.
Any motions regarding a specific agenda item, together with a
statement of reasons for such motions, shall be made accessible to
other sharehold-ers via the Company´s website only if such motions
were sent to the Company at least 14 days prior to the meeting, i.e.
by 31 May 2011 (12:00h midnight).

Rights of shareholders: right to information If requested,
information on Company affairs is to be furnished by the Board of
Man-agement to each shareholder at the Annual General Meeting, if
such information is deemed necessary for a proper assessment of the
item on the agenda. The obliga-tion to provide information 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
Commer-cial Code) at an annual general meeting at which the
consolidated financial state-ments and consolidated 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 Stock Companies Act (AktG) is accessible on the website
of Höft & Wessel AG at http://www.hoeft-wessel.com.

Hannover, May 2011

Höft & Wessel Aktiengesellschaft

The Board of Management

Höft & Wessel AG
Rotenburger Str. 20
D-30659 Hannover
Tel.: +49 511 61 02-0
Fax: +49 511 61 02-411
www.hoeft-wessel.com

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