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 30, 2011 at 10 a.m. (doors open 9 a.m.) at the
corporate head office of BAUER Aktiengesellschaft, BAUER-Strasse 1
(prior to renaming: Wittelsbacherstr. 5), 86529 Schrobenhausen,
Germany.

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 2010 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
14, 2011. 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 2010 financial year

The Management Board and Supervisory Board propose the following
resolutions:

that the net earnings of BAUER Aktiengesellschaft for the 2010
financial year totalling EUR 23,579,463.98 be appropriated as
follows:

Payment of a dividend to shareholders of EUR 0.60
for each no-nominal-value share, with a total of
17,131,000 no-nominal-value shares 10,278,600.00 EUR

Allocation to other revenue reserves 68,475.08 EUR

Profit carried forward 13,232,388.90 EUR

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 2010 financial year

The Management Board and Supervisory Board propose a resolution that
the actions of the members of the Management Board during the 2010
financial year be ratified.

4. Resolution on ratification of the actions of the members of the
Supervisory Board for the 2010 financial year

The Management Board and Supervisory Board propose a resolution that
the actions of the members of the Supervisory Board during the
2010 financial year be ratified.

5. Election of auditors for the Company and the Group for the 2011
financial year

On the recommendation of the Audit Committee, the Supervisory Board
proposes that PricewaterhouseCoopers AG,
Wirtschaftsprüfungsgesellschaft, Stuttgart be elected as auditors
of the parent company's financial statements and the Group
consolidated financial statements for the 2011 financial year.

6. Election of members of the Supervisory Board

The end of the Annual General Meeting on June 30, 2011 marks the end
of the period of office of all the members of the Supervisory
Board. New elections are therefore required.

In accordance with section 96, subsection 1 and section 101,
subsection 1 of the German Stock Corporation Act, section 7,
subsection 1, clause 1, no. 1 of the German Codetermination Act
and Article 7, paragraph 1 of the Articles of Association, the
Supervisory Board is composed of six members representing the
company's shareholders and six members representing the company's
employees.

The Annual General Meeting is not bound to abide by proposals for
election.

On the recommendation of its Nominations Committee, the Supervisory
Board proposes that

a) Dr.-Ing. Johannes Bauer, Schrobenhausen, construction engineer working
for BAUER Designware GmbH, Schrobenhausen

b) Prof. Dr.-Ing. E.h. Manfred Nußbaumer M.Sc., Munich, retired construction
engineer

c) Dr. Klaus Reinhardt, Starnberg, General (retd.)

d) Dipl.-Ing. (FH) Rainer Schuster, Freising, freelance consultant working
for Bilfinger Berger AG, Mannheim

e) Dipl.-Ing. (FH) Elisabeth Teschemacher, nee Bauer, Schrobenhausen,
freelance real estate and building consultant

f) Gerardus N. G. Wirken, Breda/Netherlands, freelance consultant on
strategy, controlling and accounting

be elected as shareholders' representatives on the Supervisory Board
with effect from the end of this Annual General Meeting until the
end of the Annual General Meeting ratifying the actions of
Supervisory Board members for the fourth financial year following
the beginning of their period of office (not counting the
financial year in which the period of office begins).

Among the proposed candidates for the Supervisory Board is Mr.
Gerardus N. G. Wirken, who is an independent consultant and
possesses expertise in accounting or auditing as stipulated by
section 100, subsection 5 AktG.

It is intended that the elections to the Supervisory Board shall be
conducted by individual election.

In the event of his being re-elected by the Annual General Meeting,
Dr. Klaus Reinhardt intends to stand once again as a candidate for
Chairman of the Supervisory Board.

Dr.-Ing. Johannes Bauer is not a member of any other legally
constituted Supervisory Board or comparable corporate supervisory
body in Germany or abroad.

Prof. Dr.-Ing. E.h. Manfred Nußbaumer is not a member of any other
legally constituted Supervisory Board or comparable corporate
supervisory body in Germany or abroad.

Dr. Klaus Reinhardt is not a member of any other legally constituted
Supervisory Board or comparable corporate supervisory body in Germany
or abroad.

Mr. Rainer Schuster (Dipl.-Ing. FH) is not a member of any other
legally constituted Supervisory Board or comparable corporate
supervisory body in Germany or abroad.

Mrs. Elisabeth Teschemacher (Dipl.-Ing. FH) is not a member of any
other legally constituted Supervisory Board or comparable
corporate supervisory body in Germany or abroad.

Mr. Gerardus N. G. Wirken is a member of the following other legally
constituted Supervisory Boards or comparable corporate supervisory
bodies in Germany or abroad:

Batenburg Beheer N.V., Rotterdam/Netherlands, Chairman
Vendor Beheer B.V., Tilburg//Netherlands, Chairman
Winters Bouw- en Ontwikkeling B.V., Breda/Netherlands, Chairman
Rabobank Breda, Breda/Netherlands, Chairman
Egeria Investments B.V., Amsterdam/Netherlands, Chairman
Holonite B.V., Tholen/Netherlands, Chairman
ICTS Europe Holdings B.V., Amsterdam/Netherlands, Chairman

7. Resolution on omission from the parent company and Group
consolidated annual financial statements of the disclosures
stipulated in section 285, no. 9, letter a, sentences 5 to 8 and
section 315a subsection 1 and section 314, subsection 1, no. 6,
letter a, sentences 5 to 8 of the German Commercial Code (HGB)

In accordance with section 286, subsection 5 HGB and section 315 a,
subsection 1 and section 314, subsection 2, clause 2 HGB, disclosure
of the remuneration paid to individual members of the Management
Board in the parent company and Group consolidated annual
financial statements may be omitted if the Annual General Meeting
so resolves by a qualified majority of at least three quarters of
the share capital represented in the vote passing the said
resolution. On April 28, 2006 the Annual General Meeting voted to
adopt this option for a period of five years.

The Management Board and Supervisory Board continue to hold the view
that individualized disclosure would represent an excessive
infringement of the privacy of the persons concerned.

The Management Board and Supervisory Board propose the following
resolutions:

The disclosures stipulated in section 285, no. 9, letter a, sentences
5 to 8 and section 315a, subsection 1 and section 314, subsection
1, no. 6, letter a, sentences 5 to 8 HGB (or in corresponding
follow-up regulations respectively) will be omitted for the
current financial year 2011 and for the subsequent four financial
years.

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
exercisingof 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 9, 2011,
00.00 hours (record date).

Registration and proof of share ownership, in German or English, must
be received by midnight on June 23, 2011 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.

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 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 midnight on June 29, 2011
to the following address:

BAUER Aktiengesellschaft
c/o Computershare HV-Services AG
Prannerstraße 8
80333 Munich, Germany
Fax: +49 89 3090374675
e-mail: hv2011@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
midnight on June 29, 2011 at BAUER Aktiengesellschaft, c/o
Computershare HV-Services AG, Prannerstraße 8, 80333 Munich, Germany,
fax: +49 89 30903 74675, e-mail: hv2011@bauer.de. Proxy assignments
and voting instructions submitted to the said address can no longer
be changed after midnight on June 29, 2011 by such communication
path. The right to revoke a proxy on condition of personal attendance
at the Annual General Meeting remains unaffected. Even where
company-appointed proxies are assigned, 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 submission
document. 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 midnight on May 30, 2011.

The shareholders concerned must furnish proof that they have owned
the required number of shares since at least midnight on March 30,
2011.

Shareholders' rights: Motions and proposals for election

Furthermore, 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 and/or members of the
Supervisory Board 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 midnight on June 15, 2011. 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.
Furthermore, proposals for election of Supervisory Board members need
not be made accessible if they are not accompanied by particulars of
the memberships of the proposed candidate on other legally
constituted Supervisory Boards or other corporate supervisory bodies
under the terms of section 125, subsection 1, clause 5 AktG. 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 AG
Investor Relations
BAUER-Strasse 1
86529 Schrobenhausen, Germany
Fax: +49 8252 97- 2900
e-mail: hv2011@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.

Information on the company's website:

The information pursuant to section 124a AktG will be made available
on the company's website at http://www.bauer.de under Investor
Relations/Annual General Meeting. The results of voting will also be
published there when the Annual General Meeting has ended.

Schrobenhausen, May 2011
BAUER Aktiengesellschaft
The Management Board

end of announcement euro adhoc
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issuer: BAUER Aktiengesellschaft
BAUER-Straße 1
D-86529 Schrobenhausen
phone: +49 (0)8252-97-1918
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: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, München
language: English

ots Originaltext: BAUER Aktiengesellschaft
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Bettina Erhart / Christopher Wolf
Investor Relations
BAUER Aktiengesellschaft
BAUER-Straße 1
86529 Schrobenhausen
Tel.: +49 8252 97-1918
Fax: +49 8252 97-2900
investor.relations@bauer.de
www.bauer.de

Branche: Construction & Property
ISIN: DE0005168108
WKN: 516810
Index: SDAX, CDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade