Sektkellerei Schloss Wachenheim Aktiengesellschaft D-67157 Wachenheim - German security identification number 722900 - Invitation to the General Meeting of Shareholders We hereby cordially invite our shareholders to attend our upcoming general meeting, scheduled for:

The following agenda, including proposed resolutions, is hereby made known:

1. Presentation of the certified year-end financial statement, the approved consolidated accounts, the Board of Directors' annual report in combination with the Group Management report, the Supervisory Board's annual report, and the distribution proposal for retained earnings from the business year beginning July 1, 2004, and ending June 30, 2005.
2. Adoption of a resolution on the distribution of retained earnings.
   The Board of Directors and the Supervisory Board propose that the retained earnings, amounting to EUR 1,036,281.27, be distributed as follows:
   
   

   	EUR
   Distribution of a dividend amounting to EUR 0.12 per share, totaling, for 7,920,000 shares in all,	950,400.00
   Balance carried forward	85,881.27
   Net profit for the year	1,036,281.27

   
   In accordance with the German Stock Corporation Law and with our own Articles of Incorporation, all shares of company stock are entitled to dividend. In advance of the General Meeting of Shareholders, the number of dividend-bearing shares may be reduced by the repurchase of company shares, in which case the EUR 0.12 dividend per dividend-bearing share would remain unchanged, and the amount applicable to non-dividend-bearing shares would be carried forward to new account.
3. Adoption of a resolution ratifying the general release of the members of the Board of Directors for the business year beginning July 1, 2004, and ending June 30, 2005.
   The Board of Directors and the Supervisory Board propose that the general release of the members of the Board of Directors be ratified.
4. Adoption of a resolution ratifying the general release of the members of the Supervisory board for the business year beginning July 1, 2004, and ending June 30, 2005.
   The Board of Directors and the Supervisory Board propose that the general release of the members of the Supervisory Board be ratified.
5. Election of a balance sheet auditor and of a group auditor for the business year beginning July 1, 2005, and ending June 30, 2006.
   The Supervisory Board proposes that Gottschalk, Becker & Partner Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Saarbrücken, be elected as balance sheet auditor and group auditor for the business year beginning July 1, 2005 and ending June 30, 200
6. Supervisory Board elections.
   Pursuant to article 96, section 1, article 101, section 1 of the German Stock Corporation Law and to article 4 of the German Third-Party Participation Law, in conjunction with article 9, section 1 of the Articles of Incorporation, the Supervisory Board must consist to two-thirds of shareholder representatives and to one-third of employee representatives.
   Pursuant to article 9, section 2 of the Articles of Incorporation, the members of the Supervisory Board are appointed for a term lasting until the end of the General Meeting of Shareholders at which the acts of the Board are ratified for the 4th business year following the beginning of the respective member's term. The year in which the term begins is not counted. If a member of the Supervisory Board is elected to replace a departing member, his/her term shall last for the rest of the term of said departing member, unless the General Meeting of Shareholders decides otherwise.
   Honorary chairman and member of the Supervisory Board Dr. Adolf Huber died on August 15, 2005. Due to the temporal proximity to the next General Meeting of Shareholders and to the continuing quorum of the Supervisory Board (article 108, section 2 of the German Stock Corporation Law, and article 14, section 4, of the Articles of Incorporation), the appointment by legal process of a successor was dispensed with (article 104, section 2, German Stock Corporation Law). Moreover, the term of such successor as a judicially appointed Supervisory Board member would have ended at the time of his/her election by this General Meeting of Shareholders and subsequent acceptance of his/her election (article 104, section 5, German Stock Corporation Law).
   
   The Supervisory Board proposes to the General Meeting of Shareholders that:
   
   Dr. Herbert Meyer
   Finance Director at Heidelberger Druckmaschinen AG
   Königstein, Taunus
   
   member of statutorily constituted Supervisory Boards in the sense of article 125, German Stock Corporation Law:
   
   • IWKA Aktiengesellschaft
   • Heidelberger Druckmaschinen Vertrieb Deutschland GmbH
   and member of comparable domestic and foreign controlling bodies of business enterprises in the sense of article 125, German Stock Corporation Law:
   
   • Goss International Corporation, USA
   • Heidelberg Graphic Equipment Ltd., UK
   • Heidelberg Americas, Inc., USA
   • Heidelberg USA, Inc., USA
   • Heidelberger Druckmaschinen Austria Vertriebs-GmbH, Austria (Advisory Council)
   • Heidelberger Druckmaschinen Osteuropa Vertriebs-GmbH, Austria (Advisory Council)
   • Verlag Europa Lehrmittel GmbH (Advisory Council)
   be elected as a shareholder representative on the Supervisory Board. The General Meeting of Shareholders is not bound to this nomination.
7. Adoption of a resolution on the reformulation of article 18, section 2, of the Articles of Incorporation (notice of meeting) and of article 19 of the Articles of Incorporation (right of attendance and depositing of shares), as well as of the supplement to article 21 of the Articles of Incorporation (chair of General Meeting of Shareholders).
   The new German Act on Corporate Integrity and Modernization of the Right of Challenge (German acronym: UMAG), which entered into force on November 1, 2005, alters, inter alia, the provisions regarding the period of notice for the calling of shareholders meetings, the participation in shareholders meetings, the exercise of voting rights, and the query and floor rights (right to pose questions and hold the floor). In order to adapt to the new legal situation, the Board of Directors and the Supervisory Board propose to resolve the following:
   
   1. Article 18, section 2, of the Articles of Incorporation, which governs the notice of meeting, is to be revised as follows: "(2) Notice of meeting must be announced in the electronic version of the (German) Federal Gazette at least 30 days prior to the deadline, on or before which the shareholders must register for attending the General Meeting. For calculating the time limit, the date of announcement and the date, on or before which the shareholders must have registered for attending the General Meeting, shall not be counted."
   2. Article 19 of the Articles of Incorporation, which in the past has governed attendance and depositing of shares, is to be revised as follows:
      "Article 19
      Right of attendance
      (1) Only such shareholders shall be entitled to attend the General Meeting of Shareholders and to exercise their voting rights at the General Meeting of Shareholders, who not later than the end of the 7th day prior to the date of the General Meeting (last day of registration), have registered for attendance in written form, in either the German or the English language, either with the Company itself or with an office duly designated in the notice of meeting (article 126b German Civil Code).
      (2) The right to attend the General Meeting of Shareholders must be documented in the form of a written, German- or English-language certificate of share ownership, as issued by the depositary institution. Such certificate must pertain to the 21st day prior to the General Meeting of Shareholders and have been delivered to the Company itself or to an office duly designated in the notice of meeting (article 126b German Civil Code) not later than the end of the 7th day prior to the date of the General Meeting of Shareholders. In case of doubt regarding the correctness or genuineness of such verification, the Company shall be entitled to demand appropriate further proof. If such further proof is either not provided or not in the proper form, the Company shall be entitled to turn away the shareholder.
      (3) Further details concerning the right of attendance and the issue of tickets of admission shall be announced in the invitation to the General Meeting."
   3. Article 21 of the Articles of Incorporation, which governs the chair of the General Meeting of Shareholders, is hereby amended to include a 3rd section with the following content:
      "(3) The chairperson is entitled to appropriately limit the query and floor rights of the shareholders. Within that context, the chairperson should be guided by the need to bring the General Meeting of Shareholders to conclusion within an appropriate and reasonable length of time."
8. Authorization to purchase company shares.
   The Board of Directors and the Supervisory Board propose to resolve the following: The Company is hereby authorized - in avoidance of the existing authority to purchase company shares through June 30, 2006 - to repurchase, during a period of 18 months from the date of resolution, once or several times, individual shares (common stock) at the terms and conditions described in more detail below, either via the stock market or by way of a public purchase offer directed to all shareholders - this for any of the following purposes:
   
   a) retiry; retiry shall not require any further shareholders' resolution;
   b) resale; resale shall be limited to the following measures:
   aa) resale by way of either a public purchase offer directed at all shareholders or via the stock market;
   bb) resale in a manner other than that described in aa) above; this subject to the precondition that the price paid per share not be substantially lower than the average closing price of the Company's common stock on the Frankfurt and Stuttgart stock exchanges over the last five trading days prior to the sale;
   cc) counter-performance within the scope of business combinations (mergers) or for the acquisition of enterprises, parts of enterprises or holdings in enterprises, if the object of the target enterprise is essentially in agreement with that of the Company pursuant to section 1 of the second Articles of Incorporation; within this context, the Company may exclude a legal subscription right on the part of the shareholders.
   
   Repurchase for the purpose of trading in own shares is inadmissible.
   The Company may, by virtue of this authority, repurchase up to 792,000 individual shares totaling not more than 10 % of the arithmetical value of the share capital. The price paid per share (plus costs and charges) may not diverge from the stock exchange quotation by more than five percent in either direction. The average closing price of the Company's common stock, as quoted on the Frankfurt and Stuttgart stock exchanges during the last five trading days prior to the purchase of the shares, shall count as the determinative stock exchange price.
   All measures required for implementing the aforementioned authorizations (repurchase of shares, resale and exclusion of subscription rights) shall devolve upon the Board of Directors, who, however, shall require the approval of the Supervisory Board. In case of retiry, the Supervisory Board shall have the authority to amend the Articles of Incorporation as necessary to reflect the scope of capital reduction.
   
   The Board of Directors' report to the General Meeting of Shareholders regarding item 8 of the agenda pursuant to article 71, section 1, no. 8, in conjunction with article 186, section 4, sentence 2 of the German Stock Corporation Law:
   Article 71, section 1, no. 8 of the German Stock Corporation Law enables stock corporations to repurchase up to 10 % of their share capital on the basis of authority granted by the General Meeting of Shareholders. Agenda item 8 includes the proposal that such authority be granted for a limited period of 18 months. This is in order to put the Board of Directors in a position to repurchase, either via the stock market or by way of a public purchase offer, company shares totaling as much as 10 % of the Company's current share capital, hence serving the interests of the Company and its shareholders. The shares reacquired by the Company may then be resold either via the stock market or by way of a public offering. These resale options safeguard the shareholders' nondiscrimination rights in connection with the reissuance of shares.
   Moreover, the Company may also sell the repurchased shares off-the-board, without directing a public offering to all shareholders, if the share price at the time of the sale is not substantially lower than the shares' market price. This authorization, which is tantamount to the exclusion of subscription rights, makes use of the facilitated means of subscription-right exclusion, as provided for in article 17, section 1, no. 8 of the German Stock Corporation Law, in appropriate application of article 186, section 3, sentence 4 of the same. Hence, in the interest of the Company, this provides a means of expanding the circle of shareholders. The requested authorization is intended to put the Company in a position to react quickly and flexibly to propitious stock market developments. The pecuniary and voting interests of the shareholders are adequately safeguarded. The concept of providing protection against the dilution of equity ("stock watering") is accommodated by the fact that the shares may not be sold for a price that is substantially lower than the determinative stock exchange price. Ultimate determination of the selling price of company shares shall ensue shortly before the sale. Within that context, and with due allowance for the momentary market situation, the Board of Directors shall endeavor to minimize any contingent markdown of share prices; in the opinion of the Board of Directors, such markdown shall normally be limited to 3 % or - in exceptional cases - not more than 5 %.
   This authorization is also intended to give Sektkellerei Schloss Wachenheim AG a means of keeping company shares available for use as a form of consideration (counter-performance) to offer in connection with business combinations (mergers) or the acquisition of enterprises or of holdings therein. International competition and economic globalization also and increasingly call for this form of acquisition financing. The proposed authorization is intended to give the Company the requisite freedom of action for quickly and flexibly exploiting opportunities for the acquisition of enterprises or of holdings therein. The proposed exclusion of subscription rights duly accommodates that aim. In determining the valuation relations, the Board of Directors will, in accordance with the following proceedings statement for the General Meeting of Shareholders, ensure that the interests of the shareholders are not unreasonably impaired.
   The Board of Directors will explain the utilization of authorization to the next General Meeting of Shareholders.
   
   Proceedings statement envisioned for presentation in connection with item 8 of the agenda on behalf of the Board of Directors and the Supervisory Board:
   To ensure that exclusion of legally prescribed subscription rights on the part of shareholders does not unduly infringe upon the pecuniary interests of the other shareholders in the event that company shares are resold in accordance with the authorization dealt with in item 8, letter b), double letter cc) of the agenda, the Board of Directors will, on its own behalf and on behalf of the Supervisory Board, deliver the following proceedings statement at the next General Meeting of Shareholders:
   "In the event of the resale of company shares in exclusion of the subscription rights of the other shareholders pursuant to item 8, letter b), double letter cc) of the agenda, the Board of Directors will ensure that the value of the consideration (counter-performance) rendered by the recipient will fully correspond to that of the company shares surrendered by the Company. The value of the company shares shall be determined in due consideration of their exchange quotation at the time of their resale."
   
   Documents for inspection:
   From the calling time of the General Meeting of Shareholders, the year-end financial statement, the consolidated accounts, the Board of Director's annual report in combination with the Group Management report, the Supervisory Board's annual report and the retained-earnings distribution proposal for the business year beginning July 1, 2004, and ending June 30, 2005, will be laid out for inspection by the shareholders in the business premises of Sektkellerei Schloss Wachenheim Aktiengesellschaft (Kommerzienrat-Wagner-Straße, D-67157 Wachenheim an der Weinstraße, and Niederkircher Straße 27, D-54292 Trier). The stated documents are also included in the corporate business report. Without delay or cost, each individual shareholder may request and receive from the Company, by postal delivery, a copy of the business report together with this agenda. The aforementioned documents will also be made available at the General Meeting of Shareholders.
   
   Attendance at the General Meeting of Shareholders:
   Shareholders who, not later than the end of the 7th day prior to the date of the General Meeting of Shareholders (last registration day) have registered for attendance in written form, in either the German or the English language, either with the Company itself or with an office duly designated in the notice of meeting (article 126b German Civil Code) shall be authorized to attend the General Meeting of Shareholders. Authorization to attend the General Meeting of Shareholders must be documented by a written (article 126b, German Civil Code), German- or English-language certificate to be issued by the depositary. Such certificate must pertain to the beginning of the 21st-day prior to the General Meeting of Shareholders and be delivered to the following address:
   
   Landesbank Baden-Württemberg
   OE 4027/H
   Am Hauptbahnhof 2
   D-70173 Stuttgart
   
   not later than the end of the 7th day prior to the date of the General Meeting of Shareholders. As long as a listed company has not yet accommodated its Articles of Incorporation to article 123 of the German Stock Corporation Law (version entitled "Act on Corporate Integrity and Modernization of the Right of Challenge"), the prior stipulation in the Articles of Incorporation governing participation in the General Meeting of Shareholders or the exercise of voting rights shall apply pursuant to article 16, section, 2, sentence 2, of the introductory law to the German Stock Corporation Law, with the provision that the beginning of the 21st day prior to the General Meeting shall be decisive regarding the date of depositing shares or the issuance of some other proof of legitimation.
   According to the Articles of Incorporation of the Company in their present form, i.e., not yet having been accommodated to the Act on Corporate Integrity and Modernization of the Right of Challenge, shareholders who, not later than the 5th workday prior to the date of the General Meeting, have deposited their shares at the cashier's office of the Company in Wachenheim; Commerzbank AG, Frankfurt/Main; LRP Landesbank Rheinland-Pfalz, Mainz; or Landesbank Baden-Württemberg, Stuttgart, including all branch offices of the Baden-Württembergische Bank, where they shall remain pending termination of the General Meeting of Shareholders, also shall be entitled to attend and to exercise their voting rights at the General Meeting of Shareholders. In this sense, Saturdays do not count as workdays. Proper deposition shall also be assumed if the shares are, with the consent of a duly and appropriately authorized depositary agent, held blocked at (an)other credit institute(s), a German notary public or a securities clearing and depositing bank, until the General Meeting of Shareholders has closed; in which case we kindly request that the certificate issued by such notary public or securities clearing and depositing bank be submitted to the Company either as an original or as a certified copy, not later than one day following expiration of the depositing deadline.
   Shareholders who do not wish to personally attend the General Meeting of Shareholders may have their voting rights exercised by a duly authorized representative or shareholders' association. Alternatively, such shareholders may avail themselves of the newly established option of assigning in writing one of the following two proxies appointed by the Company -
   
   Mr. Rüdiger Göbel
   or
   Mr. Rudolf Stolz,
   tax consultant / certified accountant
   
   to vote in accordance with their instructions. This option can be particularly valuable for shareholders whose depositary bank refuses to vote by proxy at the general meeting of shareholders. However, the proxies cannot represent the shareholders in votes on motions lodged during the General Meeting of Shareholders without prior announcement, e.g., motions regarding the procedure of the General Meeting of Shareholders. In the latter case, the proxies would abstain from voting. In order to authorize the proxies named by the Company, shareholders will require an admission ticket, even if they do not wish to personally attend the General Meeting of Shareholders. Shareholders should order their admission tickets as early as possible from the depositary bank responsible for each securities account. The Company can only ensure proper voting by proxy, if the proxy voting forms for the proxies appointed by the Company are filled out, including the shareholders' voting instructions, and sent to the Company together with the admission ticket by February 10, 2006, at the latest (date of delivery) at the following address:
   
   Sektkellerei Schloss Wachenheim Aktiengesellschaft
   Vorstandsbüro
   Niederkircher Straße 27
   D-54292 Trier
   
   The form sheet for granting power of attorney to the proxies comes attached to the printed invitation to the General Meeting of Shareholders, but it will also be made available to each shareholder by postal delivery on request.
   At least two weeks prior to the date of the General Meeting of Shareholders, proposals and/or nominations must either be submitted to the above address, and to no other address, transmitted by telefax to the following number:
   
   0651/9988104
   or sent by e-mail to:
   orth@schloss-wachenheim.de
   
   Pursuant to articles 127, 127a, 126 section 1, German Stock Corporation Law, the Company will make available to the public the forms for such requests, nominations and the power-of-attorney for the proxies at the following Internet address http://www.schloss-wachenheim.com.
   After the General Meeting of Shareholders, the voting results will be made public without delay at the same Internet address.
   
   Wachenheim, December 2005
   - The Board of Directors -