EANS-General Meeting: Henkel AG & Co. KGaA / Announcement convening the general meeting

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General meeting information transmitted by euro adhoc. The issuer is
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Convocation of the Annual General Meeting of

Henkel AG & Co. KGaA, Düsseldorf

Securities ID Numbers:

|Ordinary |604 840|
|shares | |
|Preferred |604 843|
|shares | |

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

The shareholders of our Corporation
are hereby invited to attend the
Annual General Meeting
taking place on
Monday, April 16, 2012, at 10.00 a.m.,
in the Congress Center Düsseldorf,
CCD-Stadthalle entrance,
Rotterdamer Strasse 141,
40474 Düsseldorf, Germany

Admission is from 8.30 a.m.

I. AGENDA

1. Presentation of the annual financial statements and the
consolidated financial statements as endorsed by the Supervisory
Board, and of the management reports relating to Henkel AG & Co KGaA
and the Group, and presentation of the corporate governance/corporate
management and remuneration reports, of the information required
according to Sections 289 (4), 315 (4), 289 (5) and 315 (2) German
Commercial Code [HGB], and of the report of the Supervisory Board for
fiscal 2011

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

The Personally Liable Partner, the Shareholders´ Committee and the
Supervisory Board propose that the annual financial statements,
stating an unappropriated profit of 345,171,082.50 euros, be approved
and adopted as presented.

2. Resolution for the appropriation of profit.

The Personally Liable Partner, the Shareholders´ Committee and the
Supervisory Board propose that the unappropriated profit of
345,171,082.50 euros for fiscal 2011 be applied as follows:

|a) |Payment of a dividend of | | |
| |0.78 euros per ordinary |= |202,640,782.50 euros |
| |share (259,795,875 | | |
| |shares) | | |
|b) |Payment of a dividend of | | |
| |0.80 euros per preferred |= |142,530,300.00 euros |
| |share (178,162,875 | | |
| |shares) | | |
| | | |345,171,082.50 euros |

According to Section 71b AktG, treasury shares do not qualify for a
dividend. The amount in unappropriated profit which relates to the
shares held by the Corporation (treasury stock) at the date of the
Annual General Meeting will be carried forward as retained earnings.
As the Annual General Meeting can change the number of such treasury
shares, an appropriately adapted proposal for the appropriation of
profit will be submitted to it, providing for an unchanged payout of
0.78 euros per ordinary share qualifying for a dividend, and 0.80
euros per preferred shared qualifying for dividend, with
corresponding adjustment of the retained earnings carried forward to
the following year.

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

The Personally Liable Partner, the Shareholders´ Committee and the
Supervisory Board propose that the actions of the Personally Liable
Partner be approved and ratified for fiscal 2011.

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

The Personally Liable Partner, the Shareholders´ Committee and the
Supervisory Board propose that the actions of the members of the
Supervisory Board in office in 2011 be approved and ratified for that
financial year.

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

The Personally Liable Partner, the Shareholders´ Committee and the
Supervisory Board propose that the actions of the members of the
Shareholders´ Committee in office in 2011 be approved and ratified
for that financial year.

6. Resolution on the appointment of the auditor of the annual
financial statements and the consolidated financial statements and
the examiner for the financial review of interim reports for fiscal
2012.

Finding itself in agreement with the recommendations of its Audit
Committee, the Supervisory Board proposes that KPMG AG
Wirtschaftsprüfungsgesellschaft, Berlin, Germany, be appointed as
auditor of the annual financial statements and of the consolidated
financial statements and as examiner for the financial review of
interim reports for fiscal 2012.

7. Supervisory Board elections

Pursuant to Article 12 (2) of the Articles of Association as passed
by resolution of the 2008 Annual General Meeting, the tenure of the
shareholder representatives sitting on the Supervisory Board ends
with this Annual General Meeting, necessitating new elections.

In accordance with Sections 96 (1) and 101 (1) of the German Stock
Corporation Act (AktG) in conjunction with Section 7 (1) sentence 1
no. 2 of the 1976 Co- Determination Act and Article 12 (1) of the
Articles of Association, the Supervisory Board comprises eight
members representing the shareholders and eight members representing
the employees. The shareholder-representative members of the
Supervisory Board are elected by the Annual General Meeting; the
Annual General Meeting is not bound to elect proposed candidates.

The Supervisory Board proposes that the following candidates:

a) Dr. rer. nat. Simone Bagel-Trah
Private Investor, Düsseldorf

Memberships of statutory supervisory / administrative boards in
Germany: Henkel Management AG (Chair), Heraeus Holding GmbH

Memberships of comparable supervisory boards:
Henkel AG & Co. KGaA (Shareholders´ Committee, Chair)

b) Dr. rer. nat. Kaspar von Braun
Astrophysicist, Pasadena

No memberships of statutory supervisory boards / administrative
boards in Germany or comparable domestic or foreign oversight bodies

c) Mr. Boris Canessa
Private Investor, Düsseldorf

Memberships of statutory supervisory and administrative boards in
Germany: Wilhelm von Finck Deutsche Family Office AG

d) Mr. Ferdinand Groos
Managing Partner, Cryder Capital Partners LLP, London

No memberships of statutory supervisory boards / administrative
boards in Germany or comparable domestic or foreign oversight bodies

e) Mrs. Béatrice Guillaume-Grabisch
General Director Beverage Partners Worldwide (Europe) S.A., Zürich

No memberships of statutory supervisory boards / administrative
boards in Germany or comparable domestic or foreign oversight bodies

f) Prof. Dr. sc. nat. Michael Kaschke
Chairman of the Executive Board of Carl Zeiss AG, Oberkochen

Memberships of statutory supervisory and administrative boards in
Germany: Carl Zeiss Group mandates: Carl Zeiss MicroImaging GmbH
(Chair), Carl Zeiss SMT GmbH (Chair)

Memberships of comparable supervisory boards:
Carl Zeiss Group mandates:
Carl Zeiss Japan Co Ltd. (Chair), Japan
Carl Zeiss Far East (Chair), Hong Kong
Carl Zeiss India Pte. Ltd. (Chair), India

g) Mr. Thierry Paternot
Operating Partner, Duke Street Capital, Paris

Memberships of statutory supervisory and administrative boards in
Germany: Eckes AG

Memberships of comparable supervisory boards:
Bio DS SAS, France,
Freedom-FullSix SAS (Chair), France,
Oeneo SA, France

h) Prof. Dr. oec. publ. Theo Siegert
Managing Partner of de Haen-Carstanjen & Söhne, Düsseldorf

Memberships of statutory supervisory and administrative boards in
Germany: Deutsche Bank AG, E.ON AG, Merck KGaA

Memberships of comparable supervisory boards:
DKSH Holding Ltd., Switzerland,
E. Merck OHG

be elected as Supervisory Board members for the shareholders for a
tenure of four years, i.e. for the period up to conclusion of the
Annual General Meeting that resolves on approval and ratification of
the actions of the Supervisory Board for fiscal 2015.

The elections should be performed individually. Mrs.
Guillaume-Grabisch and Messrs. Canessa and Groos are proposed as new
members. The other candidates already belong to the Supervisory Board
and are proposed for re-election. If elected to the Supervisory
Board, Dr. Simone Bagel-Trah is to be proposed as candidate for the
position of Chair of the Supervisory Board.

8. Shareholders´ Committee elections

Pursuant to Article 28 (1) of the Articles of Association as passed
by resolution of the 2008 Annual General Meeting, the tenure of the
Shareholders´ Committee ends with this Annual General Meeting,
necessitating new elections.

The Shareholders´ Committee and the Supervisory Board propose that

a) Prof. Dr. oec. HSG Paul Achleitner
Member of the Executive Board of Allianz SE, Munich

Memberships of statutory supervisory and administrative boards in
Germany: Bayer AG, RWE AG, Daimler AG

Allianz Group mandates:
Allianz Global Investors AG,
Allianz Investment Management SE (Chair)

b) Dr. rer. nat. Simone Bagel-Trah
Private Investor, Düsseldorf

Memberships of statutory supervisory and administrative boards in
Germany: Henkel AG & Co. KGaA (Chair), Henkel Management AG (Chair),
Heraeus Holding GmbH

c) Mr. Johann-Christoph Frey
Commercial Executive, Klosters

No memberships of statutory supervisory boards / administrative
boards in Germany or comparable domestic or foreign oversight bodies

d) Mr. Stefan Hamelmann
Private Investor, Düsseldorf

Memberships of statutory supervisory and administrative boards in
Germany: Henkel Management AG (Vice-chair)

e) Dr. rer. pol. h.c. Christoph Henkel
Managing Partner Canyon Equity LLC, London

No memberships of statutory supervisory boards / administrative
boards in Germany or comparable domestic or foreign oversight bodies

f) Prof. Dr. rer. pol. Ulrich Lehner
Former Chairman of the Management Board of Henkel KGaA, Düsseldorf

Memberships of statutory supervisory and administrative boards in
Germany: Deutsche Telekom AG (Chair), E.ON AG, Henkel Management AG,
Porsche Automobil Holding SE, ThyssenKrupp AG

Memberships of comparable supervisory boards:
Dr. August Oetker KG,
Novartis AG, Switzerland

g) Dr.-Ing., Dr.-Ing E.h. Norbert Reithofer Chairman of the Executive
Board of Bayerische Motoren Werke AG, Munich

No memberships of statutory supervisory boards / administrative
boards in Germany or comparable domestic or foreign oversight bodies

h) Mr. Konstantin von Unger
Co-founder and partner of Blue Corporate Finance AG, London

Memberships of statutory supervisory and administrative boards in
Germany: Henkel AG & Co. KGaA

Memberships of comparable supervisory boards:
Ten Lifestyle Management Ltd., Great Britain

i) Mr. Karel Vuursteen Former
Chairman of the Executive Board of Heineken N.V., Amsterdam

Memberships of statutory supervisory boards / administrative boards
in Germany or comparable domestic or foreign oversight bodies: Akzo
Nobel N.V. (Chair), Netherlands, Heineken Holding N.V., Netherlands,
Tom Tom N.V. (Chair), Netherlands

j) Mr. Werner Wenning
Former Chairman of the Executive Board of Bayer AG, Leverkusen

Memberships of statutory supervisory and administrative boards in
Germany: Deutsche Bank AG, E.ON AG (Chair), HDI V.a.G., Talanx AG

Memberships of comparable supervisory boards:
Freudenberg & Co KG

be elected as Shareholders´ Committee members for a tenure of four
years, i.e. for the period up to conclusion of the Annual General
Meeting that resolves on approval and ratification of the actions of
the Shareholders´ Committee for fiscal 2015.

The elections should be performed individually. Mr. Frey is proposed
as a new member. The other candidates already belong to the
Shareholders´ Committee and are proposed for re-election. If elected
to the Shareholders´ Committee, Dr. Simone Bagel-Trah is to be
proposed as candidate for the position of Chair of the Supervisory
Board.

9. Resolution on approval of the conclusion of an amendment agreement
to modify the existing control and profit and loss transfer agreement
between Henkel AG & Co. KGaA and Elch GmbH

The relationship between Henkel AG & Co. KGaA as the dominant company
and Elch GmbH, Düsseldorf, Germany, as the dominated entity is
governed by a control and profit and loss transfer agreement. In
order to ensure the ongoing recognition of the single-entity
relationship between the parties for tax purposes, the agreement was
modified with an amendment agreement dated November 15, 2011,
harmonizing the wording to that of current statutes and accommodating
any changes in law that may occur in the future.

As a result of the amendment agreement, essentially the following
content has been incorporated in the respective control and profit
and loss transfer agreement:

- The subsidiary subordinates its management to Henkel AG & Co. KGaA,
which is empowered to issue instructions to said management.

- Pursuant to Section 301 AktG, the subsidiary is obliged to transfer
its entire profit to Henkel AG & Co. KGaA.

- Subject to authorization by Henkel AG & Co. KGaA, the subsidiary
may transfer amounts from its annual net income to other retained
earnings, but only to the extent permissible under commercial law and
in line with the precepts of economic prudence. Other retained
earnings accruing during the term of the agreement shall be released
to Henkel AG & Co. KGaA on demand and transferred as profit or as
compensation for a net loss made in a trading year. The transfer of
amounts arising from the release of reserves formed before the start
of this agreement is precluded from this requirement.

- Pursuant to the provisions of Section 302 AktG, Henkel AG & Co.
KGaA is obliged to compensate for any net loss incurred in a trading
year by the subsidiary.

- The control and profit and loss transfer agreement comes into
economic force as of January 1 of the year of entry in the commercial
register in which the subsidiary is itself recorded. It can be
terminated with three months´ notice to the end of a financial year,
but only on expiry of the fourth year following the year of entry in
the commercial register (giving a minimum term of five years). As
long as such notice has not been given, the agreement shall be
automatically extended for another year with the same period of
notice applying. The right to immediate termination for good cause or
reason remains unaffected.

The amendment agreement comes into force as of January 1 of the year
of entry in the commercial register in which the subsidiary itself is
recorded.

The Personally Liable Partner, the Shareholders´ Committee and the
Supervisory Board propose that the Annual General Meeting approve the
amendment agreement modifying the control and profit and loss
transfer agreement as detailed.

10. Resolution on the amendment to Article 17 and Article 33 of the
Articles of Association (Remuneration of the Supervisory Board and of
the Shareholders´ Committee)

In compliance with the recommendations of the German Corporate
Governance Code (Kodex), the current Articles of Association
stipulate remuneration of the Supervisory Board and of the
Shareholders´ Committee (Article 17 and Article 33 of the Articles of
Association) comprising a fixed fee and also variable,
performance-related emoluments which are aligned, among other things,
to the Corporation´s dividends. The currently applicable Articles of
Association are also available on the internet (www.henkel.de/hv or
www.henkel.com/agm).

It is proposed that the remuneration package be replaced by a fixed
fee only, corresponding to payment levels that have been made in the
past. The purpose of this proposal is to further reinforce the
independence of the Supervisory Board, as the level of workload and
the liability risk do not, as a rule, run parallel with the business
performance of the Corporation. Changing to a purely fixed fee would
also be in keeping with current developments in the current
discussion with respect to corporate governance. Indeed, at its
plenary meeting of January 17, 2012, the Government Commission for
the German Corporate Governance Code (Kodex) proposed that the
previous recommendation that the Supervisory Board remuneration
package should contain performance-related emoluments be retracted.

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

a) that Article 17 of the Articles of Association be amended

(1) The members of the Supervisory Board shall receive for their
services, in addition to reimbursement of their cash disbursements,
remuneration of 70,000 euros. The Chairperson shall receive double
this amount, the Vice-chairperson one-and-a-half times this amount.

(2) Members who also belong to one or several committees of the
Supervisory Board shall receive a further emolument of 35,000 euros,
and if they are Chairperson of one or several committees, 70,000
euros. Activity in the Nominations Committee is not remunerated
separately. Members of the Supervisory Board who were members of the
Supervisory Board or a committee for only a portion of the financial
year in question, or who were Chairperson or Vice- Chairperson of the
Supervisory Board or a committee for part of the year, shall receive
said remuneration on a pro-rata time basis.

(3) In addition, the members of the Supervisory Board shall receive
an attendance fee of 1,000 euros for each meeting of the Supervisory
Board and its committees that they attend. If several meetings take
place on one day, the attendance fee shall only be paid once.

(4) Where a member of the Supervisory Board is also a member of the
Supervisory Board of the Personally Liable Partner, and receives a
remuneration for his or her activities on the Supervisory Board of
the Personally Liable Partner, his or her remuneration for his or her
activities on the Supervisory Board of the Corporation shall be
reduced by the amount received in remuneration for his or her
activities on the Supervisory Board of the Personally Liable partner.

(5) The remuneration per (1) and (2) above becomes due at the end of
the financial year in question.

(6) The members of the Supervisory Board shall be reimbursed by the
Corporation for the statutory value-added tax payable on their total
remunerations and disbursements.

(7) The Corporation maintains on behalf of members of management
bodies and employees of Henkel a third-party group insurance policy
(D&O insurance) protecting against consequential loss, which policy
also covers members of the Supervisory Board. The premium for said
policy is paid by the Corporation.

b) that Article 33 of the Articles of Association be amended

(1) The members of the Shareholders´ Committee shall receive for
their services, in addition to reimbursement of their cash
disbursements, remuneration of 100,000 euros. The Chairperson shall
receive double the total amount, the Vice-chairperson one and a half
times this amount.

(2) Members who also belong to one or several subcommittees per
Article 32 of the Articles of Association shall receive a further
emolument of 100,000 euros, and if they are Chairperson of one or
several subcommittees, 200,000 euros. Members of the Shareholders´
Committee who were members of the Shareholders´ Committee or a
subcommittee for only a portion of the financial year in question or
who performed the functions of the Chairperson or Vice-chairperson
within the Shareholders´ Committee or a subcommittee for part of the
year shall receive said remuneration on a pro-rata time basis.

(3) Where a member of the Shareholders´ Committee is also a member of
the Supervisory Board of the Personally Liable Partner, and receives
a remuneration for his or her activities on the Supervisory Board of
the Personally Liable Partner, his or her remuneration for his or her
activities on the Shareholders´ Committee of the Corporation shall be
reduced by the amount received in remuneration for his or her
activities on the Supervisory Board of the Personally Liable partner.

(4) The remuneration per (1) and (2) above becomes due at the end of
the financial year in question.

(5) The Corporation maintains on behalf of members of management
bodies and employees of Henkel a third-party group insurance policy
(D&O insurance) protecting against consequential loss, which policy
also covers members of the Shareholders´ Committee. The premium for
said policy is paid by the Corporation.

c) The amendments indicated under a) and b) above shall, on coming
into force, replace the current provisions governing remuneration of
the members of the Supervisory Board and the Shareholders´ Committee
and shall first become applicable for fiscal 2012.

II. Further information and advisories

1. Total number of shares and voting rights

At the time of convocation of the Annual General Meeting, the capital
stock of the Corporation amounted to 437,958,750 euros. This is
divided into a total of 437,958,750 bearer shares of no par value
with a proportional nominal value of 1.00 euros each, of which
259,795,875 are ordinary shares carrying the same number of voting
rights, and 178,162,875 are preferred shares with no voting rights.
As stated in Section 140 (2) sentence 1 AktG, preferred shares with
no voting right cannot be used to vote in the Annual General Meeting.

2. Conditions of participation in the Annual General Meeting and of
exercising voting rights

In accordance with Article 20 of the Articles of Association, only
those shareholders (holders of ordinary and/or preferred shares) who,
by the end of April 10, 2012 (24:00 hours / midnight), present to the
Corporation a special validation issued by their depositary bank
confirming ownership of shares, shall be entitled to attend - either
in person or represented by their proxyholder - the Annual General
Meeting and to exercise voting rights (ordinary shares only). This
validation should be sent to the following address:

Henkel AG & Co KGaA
c/o Commerzbank AG
GS-MO 4.1.1 General Meetings
60261 Frankfurt am Main, Germany
Fax: +49 (0) 69/136 26351
Email: hv-eintrittskarten@commerzbank.com

The validation of share ownership must relate to the start of the
21st day prior to the Annual General Meeting (Record Date), that is,
to the beginning of March 26, 2012 (0:00 hours/0 a.m.). In the case
of shares not held in a securities depositary managed by a bank or a
financial services institution at the relevant time, certification of
share ownership may be provided by the Corporation or by a notary, by
a central depositary of securities or another bank or financial
services institution.

The registration and validation documentation must be in either
German or English. A text format is sufficient for validation
purposes.

The Record Date is the cutoff date for determining share ownership
for participation in the Annual General Meeting and exercising voting
rights. Pursuant to Section 123 (3) sentence 6 AktG as related to the
Corporation in respect of participation in the Annual General Meeting
(holders of ordinary and holders of preferred shares) and exercising
voting rights (holders of ordinary shares only), only shareholders
who have validated share ownership as of the Record Date will be
recognized as such.

In the event of doubt as to the correctness or authenticity of the
validation, the Corporation is entitled to demand a further suitable
means of proof. If this means of proof is not forthcoming, or is not
provided in the appropriate form, the Corporation may refuse
participation in the Annual General Meeting and the exercising of
voting rights (Article 20 (3) of the Articles of Association).

Free availability of shares Shares will not be blocked or frozen as a
result of registration for the Annual General Meeting; shareholders
can therefore still dispose of their shares as they wish following
registration.

Normally, the depositary institutions take care of the registration
formalities and presentation of the validation of shareholdings on
behalf of their clients. On receipt of their registration and
validation of their ownership of shares, shareholders will be sent
admission cards allowing participation in the Annual General Meeting,
together with the relevant proxy assignment forms or postal vote
forms, by the Registration Office. In order to ensure the timely
receipt of these admission cards, we ask that shareholders intending
to attend the Annual General Meeting request an admission card from
their depositary bank at the earliest possible time.

To ensure efficient organization of the Annual General Meeting, we
request that shareholders register early, and that they only register
if they seriously intend to participate in the Annual General
Meeting. Having an admission card is not a prerequisite of
participation. Its purpose is merely to facilitate the organizational
procedures.

3. Postal voting procedure

Shareholders not attending the Annual General Meeting personally may
exercise their voting rights (ordinary shares only) by way of the
postal voting system. In this case too, shareholders need to register
by the deadline and present validation of their share ownership (cf.
item 2 above).

Postal voting can be effected in writing (i.e. by conventional mail)
or through electronic communications.

If submitting a postal vote by conventional mail, please ensure that
you only use the form sent to you with the admission card for this
purpose. Postal votes submitted by conventional mail must reach the
Corporation in written text form at the address shown at the bottom
of the form by April 12, 2012. Voting rights can also be exercised
electronically via the internet subject to compliance with the
procedures laid down by the Corporation.

Postal votes may be withdrawn or amended while in transit up to the
time when they can be cast at the Annual General Meeting.

Opting for a postal vote does not prevent a shareholder from
attending the Annual General Meeting. Personal attendance at the
Annual General Meeting results in the automatic withdrawal of postal
votes already submitted.

If both postal votes and proxies / instructions are received by
proxyholders of the Corporation, the postal votes will be given
precedence.

Please note, however, that when selecting the postal voting option,
you will not be able to vote on countermotions made or candidates for
election nominated in the course of the AGM. Similarly, the postal
voting option means that you will not have an opportunity to speak,
object to Annual General Meeting proposals, pose questions or submit
motions.

For further instructions relating to the postal vote option, please
refer to the advisory leaflet sent to shareholders together with the
admission card. The corresponding information is also available on
the internet (www.henkel.de/hv or www.henkel.com/agm).

4. Voting, assignment of powers of representation (proxies) and proxy
voting procedures

Assigning powers of representation (proxy) to third parties
Shareholders who do not want to participate personally at the Annual
General Meeting can appoint a representative (proxyholder) to attend
on their behalf and - if they own ordinary shares - to exercise their
voting rights. In this case too, shareholders need to register by the
deadline and present validation of their share ownership (cf. item 2
above).

The assignment of a proxy, its revocation/cancelation and
verification of such power of representation to the Corporation must
be in text form unless otherwise stipulated below. Revocation may
also be effected by the shareholder personally attending the Annual
General Meeting.

Shareholders can assign powers of representation to their chosen
proxyholders by completing the proxy form (information to be provided
in text form) printed on the admission card and passing it to their
assigned representative (proxyholder) who, on presentation of said
form at the Annual General Meeting, will receive in exchange for the
admission card form, voting card documents (ordinary shares only) or
a participation document (preferred shares).

When assigning powers of representation to banks, similar
institutions or corporate entities (Section 135 (10) and Section 125
(5) AktG) or persons pursuant to Section 135 (8) AktG, and in
particular shareholder associations, the law neither stipulates a
text form, nor do the Articles of Association contain any special
provision governing such actions. For this group of proxyholders,
therefore, the desired form for the assignment of powers of
representation (proxies) should therefore be as requested by the
assignee (i.e. the prospective proxyholder).

Assigning powers of representation to proxyholders in the employ of
the Corporation As usual, we also offer our ordinary shareholders the
option of being represented at the Annual General Meeting by
proxyholders nominated by the Corporation. Ordinary shareholders
wishing to avail themselves of this facility can use the proxy /
instruction form printed on the admission card for the Annual General
Meeting, and issue their instructions accordingly. Without such
instructions, the proxy is invalid. However, only instructions
relating to the proposals for resolution announced by the Corporation
prior to the Annual General Meeting are possible, including any
proposal on profit appropriation amended in the Annual General
Meeting as described under Item 2 on the Agenda, or relating to
previously announced proposals for resolution from shareholders
submitted prior to the Annual General Meeting by the Corporation in
response to a request voiced by a minority per Section 122 (2) AktG,
as a countermotion per Section 126 (1) AktG or as a nomination for
election per Section 127 AktG. The proxyholders are obliged to cast
the votes as instructed and may not exercise voting rights at their
own discretion. Ordinary shareholders wishing to avail themselves of
this facility must submit their appropriately completed proxy form to
the address given on the proxy form by April 12, 2012 at the latest.
Please note that proxyholders cannot accept instructions or
commissions to speak, lodge appeals against Annual General Meeting
resolutions, nor instructions or commissions relating to procedural
motions, nor can they ask questions or propose motions.

Using the data on the admission card, shareholders can assign powers
of representation (proxies), including those for proxyholders
nominated by the Corporation, and issue instructions electronically
via the internet, subject to compliance with the procedures laid down
by the Corporation.

If a shareholder appoints more than one proxyholder, the Corporation
may reject one or several of these per Section 134 (3) sentence 2
AktG.

5. Partial webcast of the Annual General Meeting via the internet

By order of the Chairperson of the Annual General Meeting, the
opening of the Annual General Meeting and the address given by the
Chairperson of the Management Board may be transmitted live via the
internet.

6. Additional agenda item proposals requested by a minority pursuant
to Section 122 (2) AktG

Ordinary and/or preferred shareholders, whose shareholdings together
equate to one twentieth of the capital stock or a proportional share
of the capital stock equivalent to 500,000 euros - corresponding to
500,000 ordinary and/or preferred shares or a combination of the two
classes - can request that items be included on the agenda and
announced accordingly. Each new item must be accompanied by a
justification or a formulated resolution. Such request must be
addressed in writing to the Management Board and be received by the
Corporation by the end of March 16, 2012 (24:00 hours / midnight).
Corresponding requests should be sent to the address indicated in No.
7 below.

Amendments and supplements to the AGM agenda that need to be
published/announced in advance must - unless already announced in the
Notice of Convocation - be published/announced immediately on receipt
of the request in the same way as the Notice of Convocation.

7. Countermotions and election nominations by shareholders pursuant
to Section 126 (1) and Section 127 AktG

Ordinary and/or preferred shareholders can submit countermotions in
relation to proposals submitted by the Personally Liable Partner
and/or Supervisory Board and/or Shareholders' Committee on individual
agenda items, and may also submit nominations for the elections
detailed on the agenda (Section 126 (1) and Section 127 AktG).

Any countermotions (with justification) or election nominations by
shareholders pursuant to Section 126 (1) and Section 127 AktG should
be exclusively submitted to the address immediately below;
countermotions or election nominations submitted in some other way
cannot be considered.

Henkel AG & Co KGaA
- Annual General Meeting 2012 -
Investor Relations
Henkelstr. 67
40589 Düsseldorf, Germany
Fax: 0211 / 798 - 2863
E-mail: investor.relations@henkel.com

Countermotions (with justification) or election nominations by
shareholders requiring announcement will, on receipt, be published
together with the name of the proposing shareholder on the
Corporation´s website (www.henkel.de/hv or www.henkel.com/agm).
Countermotions or election nominations received at the address
indicated above by the end of April 01, 2012 (24:00 hours/midnight)
will be included for consideration. Any response from Management will
likewise be published on the website indicated.

Shareholders are requested to validate their ownership of shares at
the time of submitting the motion.

8. Information rights pursuant to Section 131 (1) and Section 293g
(3) AktG

Pursuant to Section 131 (1) AktG, each shareholder, i.e. whether a
holder of ordinary or preferred shares, may in the Annual General
Meeting verbally request and require of the Personally Liable Partner
that it provide information on Corporation matters, the legal and
business relations of the Corporation with affiliated entities, and
the position of the Group and of companies included in the
consolidated financial statements, where such information is
necessary in appraising an item on the agenda and there is no valid
right of refusal to provide such information. Moreover, pursuant to
Section 293g (3) AktG, each shareholder shall, on request, be
provided in the Annual General Meeting with information on all
affairs and matters pertaining to subsidiaries that are or may be
material to any change in the control and profit and loss transfer
agreements relating to same.

Pursuant to Section 131 (2) sentence 4 AktG in conjunction with
Article 23 (2) sentences 3 and 4 of the Corporation´s Articles of
Association, the Chairperson of the Annual General Meeting may place
a reasonable limit on the time afforded under the right of
shareholders to speak and ask questions.

9. Supplementary information / website via which information required
per Section 124a AktG can be accessed

The Notice of Convocation of the Annual General Meeting, the
documents and motions of shareholders to which access must be
provided, and other information and explanations, particularly with
regard to participation in the Annual General Meeting, postal voting,
the assignment of powers of representation (proxies) and the issuance
of instructions to proxyholders, and also relating to shareholder
rights per Sections 122 (2), 126 (1), 127, 131 (1), and 293g (3)
AktG, can be obtained from the Corporation´s websites
(www.henkel.de/hv or www.henkel.com/agm).

Together with their admission card, shareholders will be sent more
details pertaining to participation in the Annual General Meeting,
postal voting and the appointment of proxyholders, and the issuance
of instructions to same.

The ballot results will be announced on the same websites at the end
of the Annual General Meeting.

This Notice of Convocation was published in the Electronic Federal
Gazette on March 08, 2012.

Düsseldorf, March 2012

Henkel AG & Co KGaA

Henkel Management AG
(Personally Liable Partner)

Management Board

Further inquiry note:
Heinz Nicolas
Tel.: +49 (0)211 797-4516
E-Mail: heinz.nicolas@henkel.com

end of announcement euro adhoc
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issuer: Henkel AG & Co. KGaA
Henkelstr. 67
D-40191 Düsseldorf
phone: +49 (0)211 797-0
FAX: +49 (0)211 798-4008
WWW: http://www.henkel.com
sector: Consumer Goods
ISIN: DE0006048432, DE0006048408
indexes: DAX, CDAX, HDAX, Prime All Share
stockmarkets: free trade: Hannover, München, Hamburg, Düsseldorf, Stuttgart,
regulated dealing: Berlin, regulated dealing/prime standard:
Frankfurt
language: English