EANS-General Meeting: BAUER Aktiengesellschaft / 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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BAUER Aktiengesellschaft, Schrobenhausen
– ISIN DE 0005168108 – WKN 516810 –

We hereby formally invite our shareholders to attend the Ordinary
Annual General Meeting of BAUER Aktiengesellschaft, to be held on
Thursday, June 28, 2012 at 10 a.m. (doors open 9 a.m.) at the
premises of BAUER Aktiengesellschaft, BAUER-Strasse 1, 86529
Schrobenhausen, Germany.

I. Agenda

1. Presentation of the confirmed annual financial statements of BAUER
Aktiengesellschaft, the approved consolidated financial statements of
the Group, the management report and Group management report and the
report of the Supervisory Board for the 2011 financial year, together
with the explanatory report of the Management Board relating to the
disclosures pursuant to Section 289, Subsections 4 and 5 and Section
315, Subsection 4 of the German Commercial Code (HGB)

Pursuant to Section 124a, Clause 1, Item 2 of the German Stock
Corporation Act (AktG), the following statement is made: The annual
financial statements were confirmed by the Supervisory Board and the
consolidated financial statements approved on April 11, 2012.
Consequently, in accordance with Sections 172 f. AktG, no resolution
is required in relation to this agenda item.

2. Resolution on the appropriation of net earnings available for
distribution from the 2011 financial year

The Management Board and Supervisory Board propose the following
resolutions:

that the net earnings of BAUER Aktiengesellschaft for the 2011
financial year totalling EUR 22,590,906.89 be appropriated as
follows:

Payment of a dividend to shareholders of EUR 0.50 for each
no-nominal-value share eligible for dividend, with a total of
17,131,000 no-nominal-value shares eligible for dividend
EUR 8,565,500.00

Profit carried forward EUR
14,025,406.89

that a partial amount possibly attributable to no-nominal-value
shares not eligible for dividend also be carried forward.

3. Resolution on ratification of the actions of the members of the
Management Board for the 2011 financial year

The Management Board and Supervisory Board propose a resolution that
the actions of the members of the Management Board during the 2011
financial year be ratified.

4. Resolution on ratification of the actions of the members of the
Supervisory Board for the 2011 financial year

The Management Board and Supervisory Board propose a resolution that
the actions of the members of the Supervisory Board during the 2011
financial year be ratified.

5. Resolution on cancellation of the existing authorized capital
(Article 4, Paragraph 4 of the company’s Articles of Association),
creation of a new authorized capital with the possibility to exclude
subscription rights, and appropriate amendment of the Articles of
Association

The as yet unused authorization to increase the share capital by up
to EUR 2,000,000.00 passed by the Annual General Meeting on June 26,
2008 expires on June 25, 2013 – most likely prior to the 2013
Ordinary Annual General Meeting. Consequently, a new authorized
capital is to be created, enabling the company to increase its
capital resources again in the coming years as and when required.

The Management Board and Supervisory Board propose the following
resolutions:

a) The authority granted to the Management Board by the Annual
General Meeting on June 26, 2008 to increase the share capital, with
the consent of the Supervisory Board, once or more than once by June
25, 2013 by up to a total of EUR 2,000,000.00 by the issue of new
no-nominal-value bearer shares against cash and/or non-cash
contributions (2008 authorized capital) shall be cancelled with
effect from the date of entry in the Register of Companies of the new
authorized capital pursuant to the resolutions under lit. b) and lit.
c) below.

b) The Management Board shall be authorized, with the consent of
the Supervisory Board, to increase the share capital, once or more
than once, by up to a total of EUR 7,300,000.00 by June 27, 2017 by
the issue of new no-nominal-value bearer shares against cash and/or
non-cash contributions (2012 authorized capital). The shareholders
shall have subscription rights in principle. Subscription rights may
also be granted to shareholders indirectly in accordance with Section
186, Subsection 5 AktG.

The Management Board shall, however, be authorized, with the consent
of the Supervisory Board, to exclude the subscription rights of
shareholders in the following cases:

– in the event of capital increases against non-cash contributions;

– in the event of capital increases against cash contributions where
the issue amount of the new shares issued is not materially below the
market price of the already quoted shares at the time of definitive
setting of the issue price and the shares issued excluding
shareholders’ subscription rights pursuant to Section 186, Subsection
3, Clause 4 AktG do not in total exceed 10 percent of the existing
share capital either at the time this authority takes effect or at
the time of exercising this authority. Shares which have been or are
to be sold or issued in direct or corresponding application of
Section 186, Subsection 3, Clause 4 AktG while this authority is in
place until such time as it is exercised, pursuant to other
authorities, excluding subscription rights, are to be set off against
the said 10 percent limit.

– to balance out fractional amounts.

The total shares issued pursuant to the aforementioned authorities,
excluding subscription rights, in the event of capital increases
against cash and/or non-cash contributions must not exceed 20 percent
of the existing share capital either at the time the authority takes
effect or at the time of exercising the authority.

The Management Board shall further be authorized, with the consent of
the Supervisory Board, to specify the further details of the capital
increase and its execution as well as the substantive content of the
share rights.

The Supervisory Board shall be authorized to adapt the wording of
Article 4 of the Articles of Association according to the respective
utilization of the 2012 authorized capital and, if the 2012
authorized capital has not been utilized, or not fully utilized, by
June 27, 2017, to adapt it accordingly following expiry of the
deadline for authorization.

c) Article 4, Paragraph 4 of the Articles of Association shall
be completely revised as follows:

“The Management Board is authorized, with the consent of the
Supervisory Board, to increase the share capital, once or more than
once, by up to a total of EUR 7,300,000.00 by June 27, 2017 by the
issue of new no-nominal-value bearer shares against cash and/or
non-cash contributions (2012 authorized capital). The shareholders
shall have subscription rights in principle. Subscription rights may
also be granted to shareholders indirectly in accordance with Section
186, Subsection 5 AktG.

The Management Board is, however, authorized, with the consent of the
Supervisory Board, to exclude the subscription rights of shareholders
in the following cases:

– in the event of capital increases against non-cash contributions;

– in the event of capital increases against cash contributions where
the issue amount of the new shares issued is not materially below the
market price of the already quoted shares at the time of definitive
setting of the issue price and the shares issued excluding
shareholders’ subscription rights pursuant to Section 186, Subsection
3, Clause 4 AktG do not in total exceed 10 percent of the existing
share capital either at the time this authority takes effect or at
the time of exercising this authority. Shares which have been or are
to be sold or issued in direct or corresponding application of
Section 186, Subsection 3, Clause 4 AktG while this authority is in
place until such time as it is exercised, pursuant to other
authorities, excluding subscription rights, are to be set off against
the said 10 percent limit.

– to balance out fractional amounts.

The total shares issued pursuant to the aforementioned authorities,
excluding subscription rights, in the event of capital increases
against cash and/or non-cash contributions must not exceed 20 percent
of the existing share capital either at the time the authority takes
effect or at the time of exercising the authority.

The Management Board is further authorized, with the consent of the
Supervisory Board, to specify the further details of the capital
increase and its execution as well as the substantive content of the
share rights.

The Supervisory Board is authorized to adapt the wording of Article 4
of the Articles of Association according to the respective
utilization of the 2012 authorized capital and, if the 2012
authorized capital has not been utilized, or not fully utilized, by
June 27, 2017, to adapt it accordingly following expiry of the
deadline for authorization.”

6. Election of auditors for the Company and the Group for the 2012
financial year

On the recommendation of the Audit Committee, the Supervisory Board
proposes that PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, Frankfurt am Main be elected as
auditors of the parent company’s financial statements and the Group
consolidated financial statements for the 2012 financial year.

***

II. Report of the Management Board relating to agenda item 5
pursuant to Section 203, Subsection 2, Clause 2 and Section 186,
Subsection 4, Clause 2 of the German Stock Corporation Act (AktG)

The as yet unused authorization to increase the share capital by up
to EUR 2,000,000.00 passed by the Annual General Meeting on June 26,
2008 and entered in Article 4, Paragraph 4 of the company’s Articles
of Association expires on June 25, 2013 – most likely prior to the
2013 Ordinary Annual General Meeting. To provide the company’s
Management Board with the time to utilize the authority, the
Management Board and Supervisory Board propose that the authorization
to increase capital set out in Article 4, Paragraph 4 of the Articles
of Association be cancelled and replaced by a new authorization
expiring on June 27, 2017. The object of this is to authorize the
Management Board, with the consent of the Supervisory Board, to
increase the share capital, once or more than once, by up to a total
of EUR 7,300,000.00 by the issue of new no-nominal-value bearer
shares against cash and/or non-cash contributions (2012 authorized
capital).

As a result, the Management Board will retain the capability, within
an appropriate framework, to adjust the company’s equity in line with
commercial and legal requirements and to respond quickly to financial
demands arising in connection with the implementation of strategic
decisions for the period extending beyond June 25, 2013. To do this,
the company must always have access to the necessary capital
procurement instruments – regardless of its concrete plans to utilize
them. Common reasons for utilizing authorized capital include
strengthening the equity base and financing acquisitions. Since
decisions relating to coverage of capital requirements usually have
to be made at short notice, it is important that the company should
not be dependent on the timing of its Annual General Meetings when
doing so. The authorized capital is an instrument provided by law to
meet this need. Shareholders have in principle a subscription right
in relation to utilization of the 2012 authorized capital. Shares may
also be granted to shareholders indirectly within the context of a
legal subscription right in accordance with Section 186, Subsection 5
AktG. However, with the consent of the Supervisory Board,
shareholders’ subscription rights in respect of the proposed 2012
authorized capital may be excluded in the following cases:

– Shareholders’ subscription rights may be excluded with the consent
of the Supervisory Board in the event of capital increases against
non-cash contributions. This will enable the Management Board to use
company stock, in suitable specific cases, to acquire businesses,
parts of businesses, shares in businesses or other assets. It may be
necessary in the course of negotiations to offer shares in payment of
such transactions rather than cash. The object of the authorized
capital, linked to a corresponding exclusion of subscription rights,
is to enable BAUER Aktiengesellschaft in suitable cases to acquire
businesses, parts of businesses, shares in businesses or other assets
from third parties in return for an issue of shares, without
utilizing lines of credit, thereby conserving liquidity. This will
greatly enhance the Management Board’s flexibility in the
international competitive marketplace. In view of the ever-increasing
scale of corporate units involved in such transactions, funding can
often not be provided in cash without placing major strain on the
liquidity of the company or increasing the company’s indebtedness to
an unacceptable level.

Although an exclusion of subscription rights reduces the relative
equity ratio and voting rights of the existing shareholders, granting
subscription rights would make it impossible to acquire businesses,
parts of businesses, shares in businesses or other assets in exchange
for shares, thereby rendering the associated benefits to the company
and its shareholders unattainable. The Management Board will
carefully review in each individual case whether the 2012 authorized
capital should be utilized. It will only do so if the acquisition is
necessary in the interest of the company. As a prerequisite for issue
of shares against non-cash contributions, the value of the non-cash
contribution must be proportionate to the value of the shares. In
setting the ratio between the two values, the Management Board will
ensure that the interests of the company and its shareholders are
appropriately preserved and an appropriate issue sum is attained.

– The subscription right may further be excluded, with the consent of
the Supervisory Board, where the new shares relating to capital
increases against cash pursuant to Section 186, Subsection 3, Clause
4 AktG are issued at a price not materially below the quoted market
price. The object of this exclusion of subscription rights is to
enable the management to respond quickly in order to exploit
favourable market conditions, setting a realistic market price to
attain the highest possible issue amount and thereby maximize the
increase in the company’s capital resources. The quicker response
enabled by a capital increase of this nature generates a higher
inflow of funds than a comparable capital increase retaining
shareholders’ subscription rights because it usually entails less of
a discount. It is thus in the interest of the company. Moreover, a
capital increase of this kind can also be employed to attract new
shareholder groups.

The total shares issued pursuant to Section 186, Subsection 3, Clause
4 AktG, excluding subscription rights, must not exceed 10 percent of
the existing share capital either at the time the authority takes
effect or at the time of exercising the authority. Sales of treasury
stock taking place while this authority is in place, excluding
subscription rights pursuant to Section 71, Subsection 1, Item 8,
Clause 5 and Section 186, Subsection 3, Clause 4 AktG, shall be set
off against this maximum limit. Shares which have been, or are to be,
issued in order to service bonds entailing conversion or warranty
rights or a conversion obligation shall likewise be set off against
this maximum limit where the bonds are issued while this authority is
in place, excluding subscription rights in corresponding application
of Section 186, Subsection 3, Clause 4 AktG. These provisions meet
the needs of shareholders for protection of their share holdings
against dilution.

In utilizing the proposed authorization, the Management Board shall,
with the consent of the Supervisory Board, set the issue price as
close to the current market price as possible, taking into account
prevailing conditions on the capital market. The linkage to the
market price will prevent any significant financial disadvantage to
shareholders excluded from subscription rights. The issue price of
the new shares set close to the market price and the limit on the
size of the capital increase excluding subscription rights will
enable shareholders to maintain their share in equity by acquiring
the necessary stock at virtually identical terms through the market.
In utilizing the authorization, the Management Board shall make
efforts to ensure that the new shares arising from the capital
increase are issued such as to minimize impact on the capital market.
Thus, in the event of utilization of the 2012 authorized capital
excluding subscription rights, the asset and voting right interests
of the shareholders will be appropriately preserved, while the
company is provided with greater flexibility to act in the interests
of all shareholders.

– If the Management Board does not utilize the aforementioned
authorities to exclude subscription rights, the resolution seeks to
authorize the Management Board, within the framework of the
authorized capital and with the consent of the Supervisory Board, to
exclude subscription rights for residual amounts arising from the
definition of the subscription ratio. This will aid the processing of
a rights issue where residual amounts are created because of the
issue volume or in order to establish a practicable subscription
ratio. The surplus shares excluded from the shareholders’
subscription rights will be realized either by being sold off on the
market or in some other way to the optimum benefit of the company.
The potential dilution is minimized because of the limitation to
residual amounts and is therefore objectively justifiable.

The total nominal amount of the 2012 authorized capital is up to EUR
7,300,000.00. This in total corresponds to up to approximately 10
percent of the company’s share capital at the time the authorization
was passed. With a view to the expectations of international
investors, however, provision is made for an explicit limit on
capital increases entailing exclusion of subscription rights to 20
percent of the existing share capital.

There are no current plans to utilize the authorized capital. The
Management Board will carefully review in each individual case
whether to utilize the authorization to increase capital entailing
exclusion of shareholders’ subscription rights. It will only do so if
the Management Board and the Supervisory Board deem such an action to
be in the interest of the company and thus of its shareholders. The
proposed term of the 2012 authorized capital conforms to the
framework permitted by law. In the event of the proposed authority
being utilized, the Management Board will report on the matter to the
Annual General Meeting following its utilization.

***

III. Further particulars relating to convening of the Annual General
Meeting

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

Requirements for attendance at the Annual General Meeting and
exercising of voting rights In accordance with Article 16, Paragraph
1 of the company’s Articles of Association, only those shareholders
shall be entitled to participate in the Annual General Meeting and
exercise their voting rights who have registered in text form with
the office designated below and furnished proof of their entitlement.
Documentary confirmation of share ownership from the depository bank
shall suffice as proof. The proof of ownership shall be referred to
the start of the 21st day before the meeting – that is, June 7, 2012,
00:00 hours (record date).Registration and proof of share ownership,
in German or English, must be received by 24:00 hours on June 21,
2012 at the following address:

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

On receipt of their registration and proof of shareholding by the
designated office, shareholders will be sent tickets to attend the
Annual General Meeting including proxy voting forms. Tickets are
issued purely for organizational reasons, and do not embody any
additional preconditions for attendance.

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

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

Proof of proxy voting rights must either be presented on the day of
the Annual General Meeting by the authorized proxy or be furnished by
means of a declaration to the company by post or fax, or
electronically by e-mail, by no later than 24:00 hours on June 27,
2012 to the following address:

BAUER Aktiengesellschaft
c/o Computershare HV-Services AG
Prannerstrasse 8
80333 Munich, Germany
Fax: +49 89 30903 74675
e-mail: hv2012@bauer.de

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

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

The company further offers its shareholders the option of being
represented by company proxies. The assignment and revocation of
proxy voting rights, as well as the proof of such authorization
furnished to the company, must be in text form. Where
company-appointed proxies are assigned, they must in all cases be
issued with instructions as to how voting rights are to be exercised.
Without such instructions the proxy assignment is invalid. The
proxies are obliged to vote in accordance with instructions. Details,
as well as a proxy authorization and voting form, are included in the
documentation package sent out to duly registered shareholders. Proxy
assignments and voting instructions must be received by no later than
24:00 hours on June 27, 2012 at BAUER Aktiengesellschaft, c/o
Computershare HV-Services AG, Prannerstrasse 8, 80333 Munich,
Germany, fax: +49 89 30903 74675, e-mail: hv2012@bauer.de. Proxy
assignments and voting instructions submitted to the said address can
no longer be changed in this way after 24:00 hours on June 27, 2012.
The right to revoke a proxy in the event of personal attendance at
the Annual General Meeting remains unaffected. Even where
company-appointed proxies are assigned, the shareholder’s
registration and proof of share ownership from the depository bank
pursuant to the provisions set out above must still be received in
the required form by the stipulated date and time.

It will additionally be possible for shareholders attending the
Annual General Meeting who leave before votes are cast to assign
proxy rights and issue voting instructions to the company-appointed
proxies on leaving in order to exercise their voting rights.

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

Shareholders’ rights: Additional agenda items In accordance with
Section 122, Subsection 2 AktG, shareholders whose shares together
account for one twentieth part of the share capital, or reach the
proportional amount of EUR 500,000, may demand that items be placed
on the agenda and publicized as such. Any new item must be
accompanied by a statement of reasons or a proposed resolution. The
demand must be submitted in writing to the Management Board. Demands
for the inclusion of additional agenda items must be received by the
company at least 30 days before the Annual General Meeting – that is,
by no later than 24:00 hours on May 28, 2012. Please submit any such
demands to the following address:

BAUER Aktiengesellschaft
– Management Board –
BAUER-Strasse 1
86529 Schrobenhausen, Germany

The shareholders concerned must furnish proof that they have owned
the required number of shares since at least 24:00 hours on March 28,
2012.

Shareholders’ rights: Motions and proposals for election All
shareholders are entitled to submit motions relating to agenda items
in accordance with Section 126, Subsection 1 AktG or proposals for
the election of auditors of the parent company and consolidated Group
financial statements in accordance with Section 127 AktG. The company
will make available motions and proposals for election received from
shareholders, including the name of the shareholder, the reason for
the submission and any comments of the management in response, at
http://www.bauer.de in the Investor Relations/Annual General Meeting
section, to the extent stipulated by law, provided the shareholder
has submitted to the company an admissible motion relating to a
specific agenda item, together with the reasoning behind it, or an
admissible proposal for election, including the legally required
information, at least 14 days before the Annual General Meeting –
that is, by 24:00 hours on June 13, 2012. A proposal for election
need not be made accessible, among other reasons, if it does not
include the name, profession and place of residence of the candidate.
No reason need be given for a proposal for election. Shareholders are
requested to furnish proof of their shareholding when submitting
motions or proposals for election.

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

BAUER Aktiengesellschaft
Investor Relations
BAUER-Strasse 1
86529 Schrobenhausen, Germany
Fax: +49 8252 97- 2900
E-mail: hv2012@bauer.de

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

***

IV. Information and documentation relating to the Annual General
Meeting

The annual financial statements of BAUER Aktiengesellschaft and the
consolidated financial statements of the Group to December 31, 2011,
the management reports of the parent company and of the Group for the
2011 financial year, together with the report of the Supervisory
Board, the proposal of the Management Board regarding the
appropriation of net profit available for distribution and the report
of the Management Board in accordance with Section 203, Subsection 3,
Clause 2 and Section 186, Subsection 4, Clause 2 AktG relating to
agenda item 5 will be available for inspection at the offices of
BAUER Aktiengesellschaft as from the date of convening the Annual
General Meeting. Copies of these documents will be sent to any
shareholder immediately upon request, free of charge. In accordance
with Section 124a AktG, they are also available to view on the
company’s website at http://www.bauer.de, in the Investor
Relations/Annual General Meeting section. The aforementioned
documents will also be available for inspection during the Annual
General Meeting on June 28, 2012.The results of voting will also be
published on the company’s website when the Annual General Meeting
has ended.

Schrobenhausen, May 2012
BAUER Aktiengesellschaft
The Management Board

Further inquiry note:
Christopher Wolf
Investor Relations
BAUER Aktiengesellschaft
BAUER-Straße 1
86529 Schrobenhausen
Tel.: +49 8252 97-1797
Fax: +49 8252 97-2900
investor.relations@bauer.de
www.bauer.de

end of announcement euro adhoc
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issuer: BAUER Aktiengesellschaft
BAUER-Straße 1
D-86529 Schrobenhausen
phone: +49 (0)8252-97-1797
FAX: +49 (0)8252-97-2900
mail: investor.relations@bauer.de
WWW: http://www.bauer.de
sector: Construction & Property
ISIN: DE0005168108
indexes: SDAX, CDAX, Classic All Share, Prime All Share
stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart,
regulated dealing/prime standard: Frankfurt
language: English

Quelle: http://www.presseportal.de/pm/62059/2254404/eans-general-meeting-bauer-aktiengesellschaft-announcement-convening-the-general-meeting/api