DGAP-News: Henkel AG & Co. KGaA: Notice of Convocation Annual General Meeting 2014

DGAP-News: Henkel AG & Co. KGaA: Notice of Convocation Annual General Meeting 
2014

DGAP-News: Henkel AG & Co. KGaA / Key word(s): AGM/EGM
Henkel AG & Co. KGaA: Notice of Convocation Annual General Meeting
2014

20.02.2014 / 09:56

---------------------------------------------------------------------

Henkel AG & Co. KGaA, Düsseldorf

Notice of Convocation Annual General Meeting 2014

Securities ID Numbers:


Ordinary shares                                                     604 840
Preferred shares                                                    604 843




International Securities Identification Numbers:


Ordinary shares                                               DE 0006048408
Preferred shares                                              DE 0006048432




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
Friday, April 4, 2014, 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 2013. Resolution to approve the annual
    financial statements of Henkel AG & Co. KGaA for fiscal 2013.

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 700,363,032.37 euros, 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 700,363,032.37
euros for fiscal 2013 be applied as follows:



a)        Payment of a dividend of 1.20 euros per ordinary
          share (259,795,875 shares)                       =  311,755,050.-
                                                                   00 euros
b)        Payment of a dividend of 1.22 euros per
          preferred share (178,162,875 shares)             =  217,358,707.5
                                                                    0 euros
c)        Carry-forward of the remaining amount of
          to the following year (retained earnings)        =  171,249,274.8
                                                                    7 euros
                                                             
700,363,032.37
                                                                      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 1.20 euros per
ordinary share qualifying for a dividend and 1.22 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 2013.

 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 2013 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 2013 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 2014.

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 2014.

7. Supervisory Board by-election.

Mr. Thierry Paternot resigned from the Supervisory Board effective January
14, 2013. In his stead, on July 3, 2013, Ms. Barbara Kux was appointed
shareholder-representative member of the Supervisory Board by court
decision. In accordance with the provisions of the German Corporate
Governance Code, the appointment of Ms. Kux is limited to the end of the
2014 Annual General Meeting. Consequently, according to Article 12 (4)
sentence 3 of the Articles of Association, a shareholder-representative
member of the Supervisory Board must be elected for the remaining tenure of
that body.

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 

Ms. Barbara Kux
Private Investor, Munich 

Memberships of statutory supervisory boards / administrative boards in 
Germany or comparable domestic or foreign oversight bodies:

Firmenich S.A., Switzerland
Total S.A., France
Umicore N.V., Belgium

be elected with effect from the end of the Annual General Meeting for the
remaining tenure of the Supervisory Board (to the end of the 2016 Annual
General Meeting) as shareholder-representative member of said Supervisory
Board.

In compliance with Section 5.4.1 of the German Corporate Governance Code,
it is hereby declared that, in the reasoned assessment of the Supervisory
Board, there are no personal or business relationships between Ms. Kux 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.

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 March 28, 2014 (24:00 hours/midnight), 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 proxy holder - 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 14, 2014 (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, or 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
1, 2014. 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 proxy
holders 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 Annual General Meeting. 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 (proxy holder) 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 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 proxy
holders by completing the proxy form (information to be provided in text
form) printed on the admission card and passing it to their assigned
representative (proxy holder) 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 by using the data on the
admission card, subject to compliance with the procedures laid down by the
Corporation.

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 proxy holders, therefore, the assignment of powers of
representation (proxies) should be as required by the assignee (i.e. the
prospective proxy holder).

Assigning powers of representation to proxy holders in the employ of the
Corporation
Furthermore, we also offer our ordinary shareholders the option of being
represented at the Annual General Meeting by proxy holders 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 proxy holders 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 1, 2014 at the
latest. Please note that proxy holders cannot accept instructions or
commissions to speak or 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 proxy holders 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 proxy holder, 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 4, 2014 (2400
hours / midnight). Please send corresponding requests to the address
indicated in No. 7 below.

Amendments and supplements to the Annual General Meeting 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 2014 -
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 20,
2014 (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, 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 proxy holders,
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 proxy-holders, 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 February
20, 2014.

Düsseldorf, February 2014

Henkel AG & Co. KGaA

Henkel Management AG 
(Personally Liable Partner)

Management Board


End of Corporate News

---------------------------------------------------------------------

20.02.2014 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------


Language:    English                                                    
Company:     Henkel AG & Co. KGaA                                       
             Henkel Str. 67                                             
             40191 Düsseldorf                                           
             Germany                                                    
Phone:       +49 (0)211 797-0                                           
Fax:         +49 (0)211 798-4008                                        
E-mail:      press@henkel.com                                           
Internet:    www.henkel.de                                              
ISIN:        DE0006048432, DE0006048408                                 
WKN:         604843, 604840                                             
Indices:     DAX                                                        
Listed:      Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime  
             Standard), Hamburg, Hannover, München, Stuttgart;          
             Terminbörse EUREX                                          
 
 
End of News    DGAP News-Service  
---------------------------------------------------------------------  
253453 20.02.2014                                                      
 
Press spacebar to pause and continue. Press esc to stop.