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
responsible for the content of this announcement.
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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 our
Annual General Meeting
in the Congress Center Düsseldorf,
CCD-Stadthalle entrance,
Rotterdamer Strasse 141,
40474 Düsseldorf, Germany
taking place on
April 15, 2013, at 10.00 a.m.

Admission is from 8.30 a.m.

I. AGENDA

1. Presentation of the annual financial statements and the
consolidated financial statements, each as endorsed by the
Supervisory Board, presentation of the management reports relating to
Henkel AG & Co KGaA and the Group, including the corporate
governance/corporate management and remuneration reports and the
information required according to Section 289 (4), Section 315 (4),
Section 289 (5) and Section 315 (2) of the German Commercial Code
[HGB], and presentation of the report of the Supervisory Board for
fiscal 2012. Resolution to approve the annual financial statements of
Henkel AG & Co. KGaA for fiscal 2012.

Pursuant to Section 171 of the 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 593,788,240.84euros, be approved
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
593,788,240.84 euros for fiscal 2012 be applied as follows:

a)Payment of a dividend of 0.93
euros per ordinary share = 241,610,163.75
(259,795,875 shares) euros
b)Payment of a dividend of 0.95
euros per preferred share = 169,254,731.25
(178,162,875 shares) euros
c)Carry-forward of the remaining
amount of = 182,923,345.84
to the following year (retained euros
earnings)
593,788,240.84
euros |

According to Section 71 AktG, treasury shares do not qualify for a dividend.
The amount in unappropriated profit which relates to the shares held by the
Corporation (treasury shares) at the date of the Annual General Meeting will be
carried forward as retained earnings. As the number of such treasury shares can
change until the Annual General Meeting, an appropriately adapted proposal for

the appropriation of profit will be submitted to it, providing for an
unchanged payout of 0.93 euros per ordinary share qualifying for a
dividend and 0.95 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 2012.

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 2012 be approved and ratified for that
fiscal 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 2012 be approved and ratified
for that fiscal year.

6. Appointment of the auditor of the annual financial statements and
the consolidated financial statements and the examiner for the
financial review of interim financial reports for fiscal 2013.

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 financial reports for fiscal 2013.

7. Shareholders' Committee by-election.

Mr. Karel Vuursteen is due to resign from the Shareholders' Committee
on conclusion of the 2013 Annual General Meeting. According to
Article 27 of the Corporation's Articles of Association, the
Shareholders' Committee should comprise a minimum of five and a
maximum of ten members appointed by the Annual General Meeting.

The Shareholders' Committee and the Supervisory Board propose that

Mr Jean-François van Boxmeer
Chairperson of the Management Board of Heineken N.V., Amsterdam

Memberships of statutory supervisory boards / administrative boards
in Germany or comparable domestic or foreign oversight bodies:
Mondelez International Inc., USA

be elected as of the conclusion of the Annual General Meeting as a
member of the Shareholders' Committee for the remaining period of
office of the Shareholders' Committee (tenure ends with the
conclusion of the 2016 Annual General Meeting).

In compliance with Section 5.4.1 of the German Corporate Governance
Code, it is hereby declared that, in the reasoned assessment of the
Shareholders' Committee and the Supervisory Board, there are no
personal or business relationships between Mr. van Boxmeer and the
companies of the Henkel Group, the management bodies of Henkel AG &
Co. KGaA or any major shareholder of Henkel AG & Co. KGaA, requiring
regulatory disclosure.

8. Resolution to amend Article 12 (1) of the Articles of Association
(Composition of the Supervisory Board)

For the last approximately 30 years, the Supervisory Board of the
Corporation has comprised 16 members, of which eight are elected by
the Annual General Meeting and eight by the employees. This
composition has proven successful and it is proposed that it be
retained going forward, irrespective of whether there are generally
more than 10,000 employees in the Germany-based workforce.

The Personally Liable Partner, the Shareholders' Committee and the
Supervisory Board thus propose that Article 12 (1) of the Articles of
Association be amended as follows:

(1) The Supervisory Board shall comprise 16 members, of which eight
are elected by the Annual General Meeting, and eight by the employees
in accordance with the provisions of the German Co-Determination Act.

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.
The preferred shares have no voting rights in the Annual General
Meeting in accordance with Section 140 (2) sentence 1 AktG.

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 08, 2013 (24:00 hours/12 a.m.), present to the
Corporation a special validation issued by their depositary/custodial
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 Computershare Operations Center
80249 München (Munich)
Fax: +49 89 30903-74675
E-mail: anmeldestelle@computershare.de

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 25, 2013 (0:00 hours/0 a.m.). In the case
of shares not held in a securities depositary managed by a bank or a
custodial 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 disposability 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 for
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 11, 2013. 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, right 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 on 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; 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, to exercise their shareholder rights and - if they
own ordinary shares - 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). Alternatively, powers of
representation can also be assigned electronically via the internet
subject to compliance with the procedures laid down by the
Corporation by using the data on the admission card.

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 assignment of powers of representation (proxies)
should be as required by the assignee (i.e. the prospective
proxyholder).

Assigning powers of representation to proxyholders in the employ of
the Corporation Furthermore, 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 submitted 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 (in text form) to the address given in the proxy form by
April 11, 2013 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) to proxyholders nominated by the
Corporation 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 broadcast 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 15, 2013 (2400 hours / midnight).
Please send corresponding requests 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 2013 -
Investor Relations
Henkelstr. 67
40589 Düsseldorf, Germany
Fax: +49 (0)211 / 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; www.henkel.com/agm)
Countermotions or election nominations received at the address
indicated above by the end of March 31, 2013 (24:00 hours/midnight)
will be included for consideration. Any response from Management will
likewise be published on the web address 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) 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.

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) AktG, can be
obtained from the Corporation's website (www.henkel.de/hv;
www.henkel.com/agm).

Together with their admission card, shareholders will be sent 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 website after the
Annual General Meeting.

This Notice of Convocation was published in the Federal Gazette on
March 06, 2013.

Düsseldorf, March 2013

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