Edgar Filing: BALDWIN TECHNOLOGY CO INC

SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

BALDWIN TECHNOLOGY COMPANY, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BALDWIN TECHNOLOGY COMPANY, INC.

12 Commerce Drive
Shelton, CT 06484

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 9, 2004

To the Stockholders:

The Annual Meeting of Stockholders of Baldwin Technology Company, Inc. (the
"Company") will be held at the Trumbull Marriott, 180 Hawley Lane, Trumbull,
Connecticut on the 9th day of November, 2004 at 10:00 a.m., Eastern Standard
Time, for the following purposes:

1. To elect two Class II Directors to serve for three-year terms or until
their respective successors are elected and qualify.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Only stockholders of record as of the close of business on September 30,
2004, are entitled to receive notice of and to vote at the meeting. A list of
such stockholders shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
ten days prior to the meeting, at the offices of the Company.

By Order of the Board of Directors.

Helen P. Oster
Secretary
Shelton, Connecticut
October 8, 2004

PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR
SHARES OF STOCK PERSONALLY, WHETHER OR NOT YOU HAVE PREVIOUSLY SUBMITTED A
PROXY.

BALDWIN TECHNOLOGY COMPANY, INC.

PROXY STATEMENT

Shelton, Connecticut
October 8, 2004

The accompanying Proxy is solicited by and on behalf of the Board of
Directors of Baldwin Technology Company, Inc., a Delaware corporation (the
"Company" or "Baldwin"), for use only at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Trumbull Marriott, 180 Hawley Lane,
Trumbull, Connecticut on the 9th day of November, 2004 at 10:00 a.m., Eastern
Standard Time, and at any adjournment thereof. The approximate date on which
this Proxy Statement and accompanying Proxy will first be given or sent to
stockholders is October 12, 2004.

Each Proxy executed and returned by a stockholder may be revoked at any
time thereafter, by written notice to that effect to the Company, attention of
the Secretary, prior to the Annual Meeting, or to the Chairman, or the
Inspectors of Election, at the Annual Meeting, or by execution and return of a
later-dated Proxy, except as to any matter voted upon prior to such revocation.

Proxies in the accompanying form will be voted in accordance with the
specifications made and, where no specifications are given, will be voted FOR
the election as Directors of the nominees named herein and if any one or more of
such nominees should become unavailable for election for any reason then FOR the
election of any substitute nominee that the Board of Directors of the Company
may propose. In the discretion of the proxy holders, the Proxies will also be
voted FOR or AGAINST such other matters as may properly come before the meeting.
The management of the Company is not aware of any other matters to be presented
for action at the meeting.

With regard to the election of Directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be counted as present
for purposes of determining the existence of a quorum and will not have any
effect on the vote. Abstentions may be specified on all proposals except the
election of Directors and will be counted as present for the purposes of
determining the existence of a quorum regarding the item on which the abstention
is noted. Broker non-votes will be counted for purposes of determining the
presence or absence of a quorum and will have no effect on the outcome of the
election of Directors.

The affirmative vote of a majority of the votes entitled to be cast by the
holders of the outstanding shares of Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), and Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), present, in person or by proxy, and entitled
to vote at the meeting, voting as a single class, with each share of Class A
Common Stock having one vote per share and each share of Class B Common Stock
having ten votes per share, is required for the approval of any matters voted
upon at the meeting or any adjournment thereof other than the election of
Directors. The required votes for the election of Directors is described below
under the caption "Voting Securities."

VOTING SECURITIES

The Board of Directors has fixed the close of business on September 30,
2004 as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting. The issued and outstanding
stock of the Company on September 30, 2004 consisted of 12,924,813 shares of
Class A Common Stock and 1,965,419 shares of Class B Common Stock.

With respect to the election of Directors, the holders of Class A Common
Stock, voting as a separate class, are entitled to elect 25% of the total number
of Directors (or the nearest higher whole number) constituting the entire Board
of Directors. Accordingly, the holders of Class A Common Stock are entitled to
elect two of the seven Directors that will constitute the entire Board of
Directors. Holders of Class B Common Stock, voting as a separate class, are
entitled to elect the remaining Directors, so long as the number of outstanding
shares of Class B Common Stock is equal to at least 12.5% of the number of
outstanding shares of both classes of Common Stock as of the record date. If the
number of outstanding shares of Class B Common Stock is less than 12.5% of the
total number of outstanding shares of both classes of Common Stock as of the
record date, the remaining directors are elected by the holders of both classes
of Common Stock voting together as a single class, with the holders of Class A
Common Stock having one vote per share and the holders of Class B Common Stock
having ten votes per share. As of September 30, 2004 the number of outstanding
shares of Class B Common Stock constituted approximately 13.2% of the total
number of outstanding shares of both classes of Common Stock. Accordingly, the
holders of Class B Common Stock, voting as a separate class, are entitled to
elect five of the seven Directors that will constitute the entire Board of
Directors.

Except with respect to the election or removal of Directors, and certain
other matters with respect to which Delaware law requires each class to vote as
a separate class, the holders of Class A Common Stock and Class B Common Stock
vote as a single class on all matters, with each share of Class A Common Stock
having one vote per share and each share of Class B Common Stock having ten
votes per share. A quorum of stockholders is constituted by the presence, in
person or by proxy, of holders of record of both Class A Common Stock and Class
B Common Stock representing a majority of the aggregate number of votes entitled
to be cast by both classes together. Abstentions will be considered present and
have the effect of a negative vote; broker non-votes will be neither present nor
have any effect on the vote on such matters.

With respect to the election or removal of Directors, and certain other
matters with respect to which Delaware law requires each class to vote as a
separate class, a quorum of the stockholders of such class is constituted by the
presence, in person or by proxy, of holders of record of such class representing
a majority of the number of votes entitled to be cast by such class. As stated
above, proxies withheld and broker non-votes will be excluded entirely with
respect to the election of Directors and have no effect on the vote thereon.

CORPORATE GOVERNANCE

BOARD INDEPENDENCE

The Board has determined that Messrs. Becker, Bergstrom, McInerney and
Whitney and Ms. Mulholland are independent directors under the listing standards
of the American Stock Exchange. Mr. Nathe, an employee of the Company, Mr. Hara,
a former employee of the Company and currently a
2

strategic advisor to the Company, and Mr. Fortenbaugh, counsel to the Company,
are not considered independent directors.

CODE OF CONDUCT AND BUSINESS ETHICS

The Company adopted a Code of Conduct and Business Ethics in September
2004, replacing the previous Code of Business Ethics. The Code is being
distributed to all directors and employees, and written acknowledgment of
understanding and compliance will be required of all directors, executive
officers, senior managers and financial staff. The Code is accessible under the
Corporate Governance section of the Company's web site at www.baldwintech.com.

BOARD STATEMENT OF PRINCIPLES

The Board has adopted a Statement of Principles, which is accessible under
the Corporate Governance section of the Company's web site.

COMMITTEE CHARTERS

The Board of Directors adopted written charters for the Audit, Compensation
and Stock Option, and Executive Committees of the Board in 2001, each of which
were recently revised. The updated charters can be accessed under the Corporate
Governance section of the Company's web site. In addition, a copy of the Audit
Committee charter, as amended, is included as an exhibit to this proxy
statement.

BOARD AND COMMITTEE ATTENDANCE

During Fiscal 2004, each director attended at least 75% of the aggregate
number of meetings of the Board and Committees on which he or she served. All
but one of the directors attended the Company's 2003 Annual Meeting of
Stockholders. Directors are expected, but not required, to attend the 2004
Annual Meeting of Stockholders. The Board of Directors hold meetings on at least
a quarterly basis, and the independent directors meet as often as necessary to
fulfill their responsibilities, including at least annually in executive session
without the presence of non-independent directors and management.

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Any stockholder wishing to communicate with the Board or a specified
individual director may do so by contacting the Company's Corporate Secretary,
in writing, at the corporate address listed on the cover page of this proxy
statement, or by telephone at (203) 402-1000. The Corporate Secretary will
forward to the Board or the director a written, e-mail or phone communication.
The Corporate Secretary has been authorized by the Board to screen frivolous or
unlawful communications or commercial advertisements.

THE BOARD NOMINATION PROCESS

The Company does not have a standing nominating committee or committee
performing similar functions. The Board believes that it is appropriate for the
Company not to have such a committee since the Independent Directors perform the
functions which otherwise would be delegated to such a committee.

The Independent Directors identify director nominees based primarily on
recommendations from management, Board members, stockholders, and other sources,
such as printing industry associations. The Independent Directors recommend to
the Board nominees that possess qualities such as personal and professional
integrity, sound business judgment, and graphic arts industry or financial
expertise. The Independent Directors also consider independence, age and
diversity (broadly construed to mean a variety of opinions, perspectives,
personal and professional experiences and backgrounds, such as gender, race and
ethnicity differences, as well as other differentiating characteristics) in
making their recommendations for nominees to the full Board. In addition, the
Independent Directors also evaluate other factors that they may deem are in the
best interests of the Company and its stockholders.

There is no formal policy with regard to the consideration of any director
candidates recommended by stockholders, however, stockholders who wish to
recommend a prospective nominee for the Board for consideration by the
Independent Directors may do so by notifying the Corporate Secretary in writing
at Baldwin's offices at 12 Commerce Drive, Shelton, CT 06484 no later than June
30, 2005. The Corporate Secretary will pass all such stockholder recommendations
on to the Lead Director (one of the Independent Directors chosen by the
Independent Directors pursuant to the Board's Statement of Principles) for
consideration by the Independent Directors. Any such recommendation should
provide whatever supporting material the stockholder considers appropriate, but
should at a minimum include such background and biographical material as will
enable the Independent Directors to make an initial determination as to whether
the nominee satisfies the Board membership criteria set out in the Statement of
Principles. All candidates submitted by a stockholder or stockholder group are
reviewed and considered in the same manner as all other candidates. No
stockholder recommendations for director candidates were received by the
Independent Directors during the Company's fiscal year ended June 30, 2004.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership
of the Class A Common Stock and Class B Common Stock as of August 31, 2004
(except where otherwise noted) based on a review of information filed with the
United States Securities and Exchange Commission ("SEC") and the Company's stock
records with respect to (a) each person known to be the beneficial owner of more
than 5% of the outstanding shares of Class A Common Stock or Class B Common
Stock, (b) each Director or nominee for a directorship of the Company, (c) each
current executive officer of the Company named in the Summary Compensation
Table, and (d) all executive officers and directors of the Company as a group.
Unless otherwise stated, each of such persons has sole voting and investment
power with respect to such shares.

BENEFICIAL OWNERSHIP
------------------------------------------------------------
AMOUNT AND NATURE
OF OWNERSHIP PERCENT OF
NAME AND ADDRESS --------------------------- -------------------------
OF BENEFICIAL OWNER CLASS A(1) CLASS B CLASS A(1) CLASS B
------------------- ---------- ------- ---------- -------

Gabelli Asset Management, Inc.(2)........... 2,361,600 0 18.30% --
One Corporate Center
Rye, New York 10580
Royce & Associates, LLC(3).................. 1,301,800 0 10.09% --
1414 Avenue of the Americas
New York, New York 10019
Loeb Partners Corporation(4)................ 952,201 0 7.38% --
61 Broadway
New York, NY 10006
Akira Hara(5)............................... 861,518(6) 305,600(7) 6.47% 15.20%
Baldwin Japan Limited
2-4-34 Toyo, Kohtoh-ku
Tokyo 135, Japan
Dimensional Fund Advisors Inc.(8)........... 779,600 0 6.04% --
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Wendell M. Smith(9)......................... 525,634 524,923 3.91% 26.71%
10 Manor House
Smith's FL07, Bermuda
Gerald A. Nathe(5).......................... 492,237(6)(10) 380,144(7) 3.68% 18.77%
Baldwin Technology Company, Inc. (11)
12 Commerce Drive
Shelton, Connecticut 06484
Jane G. St. John(12)........................ 409,664 404,864 3.08% 20.60%
P.O. Box 3236
Blue Jay, California 92317
John T. Heald, Jr........................... 213,236(13) 202,536 1.63% 10.3%
175 Travertine Trail
Alpharetta, GA 30022
Vijay C. Tharani............................ 153,131(6)(11) 10,000(14) 1.18% *
Baldwin Technology Company, Inc.
12 Commerce Drive
Shelton, Connecticut 06484

Ralph R. Whitney, Jr.(5).................... 116,667(6) 100,418(7) * 5.1%
Hammond Kennedy Whitney & Co., Inc.
230 Park Avenue, Suite 1616
New York, New York 10169
Judith A. Mulholland(5)..................... 58,667(6)(15) 418(7) * *
4324 Snowberry Lane
Naples, Florida 34119
Samuel B. Fortenbaugh III(5)................ 36,667(6) 418(7) * *
1211 Ave. of the Americas, 27th Floor
New York, New York 10036
Karl S. Puehringer.......................... 24,333(6) 0 * --
Baldwin Germany GmbH
Derchinger Strasse 137
D-86165 Augsburg, Germany
Mark T. Becker(5)........................... 13,667(6) 0 * --
SLI Holdings Int'l.
4 Manhattanville Rd, 1st Floor
Purchase, New York 10577
Shaun J. Kilfoyle........................... 9,333(6) 0 -- --
Baldwin Technology Company, Inc.
12 Commerce Drive
Shelton, Connecticut 06484
Henry F. McInerney(5)....................... 3,667(6) 0 * --
Verification Technologies
85 Westbrook Road
Centerbrook, Connecticut 06409
Rolf Bergstrom(5)........................... 0 0 -- --
Sodra Villagatan 6
23735 Bjarred, Sweden
All executive officers and directors of
the....................................... 1,769,887(6)(10) 796,998(7)(14) 12.63% 38.47%
Company as a group (including (11)(15)
11 individuals, named above)(16)

---------------
* = Less than 1%.

(1) Each share of Class B Common Stock is convertible at any time, at the
option of the holder thereof, into one share of Class A Common Stock. The
amount of shares shown as Class A Common Stock held by a beneficial owner
in the table above includes those shares of Class A Common Stock issuable
upon conversion of the shares of Class B Common Stock held by the
beneficial owner.

(2) Amount and Nature of Ownership is based on Amendment No. 17 to Schedule 13D
filed on January 26, 2004 with the SEC reporting beneficial ownership of
securities of the Company held by affiliates of the beneficial owner, an
investment advisor, as of January 21, 2004; Percent of Class is calculated
based on information set forth in said filing and Class A Common Stock
outstanding on the record date.

(3) Amount and Nature of Ownership is based on a Schedule 13G filed on January
28, 2004 with the SEC reporting beneficial ownership of securities of the
Company held by the beneficial owner, an investment advisor, as of December
31, 2003; Percent of Class is calculated based on information set forth in
said filing and Class A Common Stock outstanding on the record date.

(4) Amount and Nature of Ownership is based on Amendment No. 3 to a Schedule
13D filed on September 24, 2004 with the SEC reporting beneficial ownership
of securities of the Company held by the beneficial owner, a registered
broker/dealer and registered investment advisor, as of September 21, 2004.
Percent of Class is calculated based on information set forth in said
filing and Class A Common Stock outstanding on the record date.

(5) Member of the Board of Directors of the Company.

(6) Includes shares of Class A Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Nathe, 78,167 shares; Mr.
Hara, 108,000 shares; Mr. Fortenbaugh, 16,249 shares; Mr. Whitney, 16,249
shares; Ms. Mulholland, 16,249 shares; Mr. Tharani, 43,333 shares; Mr.
Becker, 3,667 shares; Mr. McInerney, 3,667 shares; Mr. Puehringer, 18, 333;
Mr. Kilfoyle, 9,333; and as to all executive officers and directors of the
Company as a group, 313,247 shares.

(7) Includes shares of Class B Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Nathe, 60,000; Mr. Hara,
45,000 shares; Mr. Fortenbaugh, 418 shares; Mr. Whitney, 418 shares; Ms.
Mulholland, 418 shares; and as to all executive officers and directors of
the Company as a group, 106,254 shares.

(8) Amount and Nature of Ownership is based on an Amendment to a Schedule 13G
filed on February 6, 2004 with the SEC reporting beneficial ownership of
securities of the Company held by the beneficial owner, a registered
investment advisor, on behalf of certain funds as of December 31, 2003;
Percent of Class is calculated based on information set forth in said
filing and Class A Common Stock outstanding on the record date.

(9) Amount and Nature of Ownership is based on Amendment No. 16 to Schedule 13G
filed on August 13, 2004 with the SEC reporting beneficial ownership of
securities of the Company held by the beneficial owner as of June 15, 2004;
Percent of Class is calculated based on information set forth in said
filing and Class A Common Stock outstanding on the record date.

(10) Includes 21,000 shares of Class A Common Stock held jointly with Patricia
A. Nathe, wife of the beneficial owner; does not include 160,000 shares
which may be issued pursuant to Mr. Nathe's employment agreement with the
Company as more fully described in the Employment Agreements section below.

(11) Includes shares held in the account of the beneficial owner in the
Company's profit sharing and savings plan, as of September 30, 2004, as
follows: Mr. Tharani, 29,038 shares and Mr. Nathe, 13,022 shares.

(12) Includes 24,000 shares of Class B Common Stock held of record by John St.
John, husband of the beneficial owner and 106,932 shares of Class B Common
Stock held of record jointly by Mr. and Mrs. St. John; also includes 4,800
shares of Class A Common Stock held by Mr. and Mrs. St. John as custodians
for their children.

(13) Based on a Form 5 -- Annual Statement of Changes in Beneficial
Ownership -- filed by the beneficial owner on August 13, 2002.

(14) Shares held jointly with Randy Tharani, wife of the beneficial owner.

(15) Includes 2,000 shares held jointly with Bob Mulholland, husband of the
beneficial owner.

(16) Does not include shares of Class A Common Stock owned by Harold W.
Gegenheimer, Chairman Emeritus, of the Company.

To the knowledge of the Company, no arrangement exists, the operation of
which might result in a change in control of the Company.

ELECTION OF DIRECTORS

Under the Company's Certificate of Incorporation, the Board of Directors
(the "Board") is divided into three classes, with each class being as equal in
size as possible. One class is elected each year. Directors in each class hold
office for a term of three years and until their respective successors are
elected and qualified. There are currently eight members of the Company's Board
of Directors. Henry F. McInerney, a Class II Director, has declined to stand for
re-election to the Board of Directors for personal business reasons. As a
result, the Board of Directors determined that, effective as of this year's
Annual Meeting, the number of members of the Company's Board of Directors will
be reduced from eight to seven.

Judith A. Mulholland, a Class I Director, and Mark T. Becker, a Class II
Director, were elected by a plurality vote of the outstanding shares of Class A
Common Stock. Akira Hara and Ralph R. Whitney, Jr., Class III Directors, and
Samuel B. Fortenbaugh III and Rolf Bergstrom, Class I Directors, were elected by
a plurality vote of the outstanding shares of Class B Common Stock. Gerald A.
Nathe and Henry F. McInerney, Class II Directors, were elected by a plurality
vote of the outstanding shares of Class A Common Stock and Class B Common Stock
voting together as a single class.

At this year's Annual Meeting, two Directors will be elected to Class II.
If elected, their terms will expire at the Annual Meeting in 2007. Mark T.
Becker and Gerald A. Nathe, who are currently Class II Directors, have been
nominated to serve as Class II Directors. Mr. Nathe may be elected by a
plurality vote of the outstanding shares of Class B Common Stock present, in
person or by proxy, and entitled to vote at the meeting, voting as a separate
class, and Mr. Becker may be elected by a plurality vote of the outstanding
shares of Class A Common Stock present, in person or by proxy, and entitled to
vote at the meeting, voting as a separate class.

The Board of Directors knows of no reason why any nominee for Director
would be unable to serve as a Director. If any nominee should for any reason be
unable to serve, the shares represented by all valid proxies not containing
contrary instructions may be voted for the election of such other person as the
Board may recommend in place of the nominee that is unable to serve.

Set forth below are the names of all continuing Directors and nominees and
certain biographical information with respect to each such continuing Director
and nominee.

NOMINEES FOR ELECTION AT THE 2004 ANNUAL MEETING:

CLASS II

Mark T. Becker, age 45, has served as a Director of the Company since
November, 2001. Since May 2004, Mr. Becker has been the Chief Financial Officer
of Sylvania Lighting International, a manufacturer of lighting fixtures. From
2000 to April 2004, Mr. Becker was Vice President and Chief Financial Officer of

Sappi Fine Paper NA, a subsidiary of Sappi Ltd., an international producer of
coated woodfree paper, dissolving pulp and forest products. From 1998 through
2000, Mr. Becker served as Chief Financial Officer of Sealed Air
Corporation-Europe, a leading global manufacturer of protective and specialty
packaging materials and systems. He was Chief Financial Officer -- Europe of
W.R. Grace & Co. from 1996 through 1998.

Gerald A. Nathe, age 63, has served as Chairman of the Board of the Company
since February, 1997. He was Chief Executive Officer from October 1995 through
November 2001, and was re-elected to and since October 2002 has held that
position. He was President from August 1993 through March 2001 and was re-
elected to and since October, 2002 has held that office. Mr. Nathe has been a
Director since 1987.

CLASS III (Term will expire at the 2005 Annual Meeting)

Akira Hara, age 69, is currently a strategic advisor to the Company and
Chairman of Baldwin Japan Limited. He has served as a Director of the Company
since 1989. He was President of Baldwin Asia Pacific Corporation from 1989
through 2001, Vice President of the Company from 1989 through 1999, President of
Baldwin Japan Limited from 1979 through 1999 and President of the Company's
Graphic Products and Controls Group from 1997 through 1999.

Ralph R. Whitney, Jr., age 69, has served as a Director of the Company
since 1988. Mr. Whitney has been a principal of Hammond, Kennedy, Whitney &
Company, Inc., a private capital firm, since 1971 and currently serves as its
Chairman. He also serves as a director of First Technology PLC, a manufacturer
of bimetal fuses and sensing devices for the automobile industry, Dura
Automotive Systems, Inc., an automobile parts manufacturer, Relm Communications,
a wireless communications company, and Reinhold Industries, Inc., a composites
material manufacturer.

CLASS I (Term will expire at the 2006 Annual Meeting)

Samuel B. Fortenbaugh III, age 70, practices law. He is a former Chairman
of Morgan Lewis & Bockius LLP, an international law firm. Mr. Fortenbaugh was a
senior partner from January 1, 1980 until September 30, 2001 and a senior
counsel from October 1, 2001 until August 31, 2002 of that firm. He has served
as a Director of the Company since 1987. Mr. Fortenbaugh also serves as a
director of Security Capital Corporation, an employer cost containment-related
services, educational services and seasonal products company located in
Greenwich, Connecticut.

Judith A. Mulholland, age 62, has been a Director of the Company since
1994. She is a retired graphic arts industry executive. Until December, 1996,
Ms. Mulholland was Vice President of Courier Corporation, a book printer. Ms.
Mulholland joined Courier in 1990 as founder and President of The Courier
Connection, an electronic integrated publishing service bureau, which is a
division of Courier Corporation.

Rolf Bergstrom, age 61, has served as a Director of the Company since
February 2003. Mr. Bergstrom has owned and operated since 1998 a consulting
firm, Bergstrom Tillvaxt AB, a company specializing in strategic planning,
managed growth and turn-around of companies. He currently serves as Chairman of
the Boards of two private Swedish companies, Emotron AB, makers of products for
electric motors, and Processprodukter AB, an engineering services company. He is
a Board member of two other Swedish companies, Roxtec AB, makers of seals and
pipes, and Marka Pac AB, a plastics manufacturer. He has

27 years of combined experience in various positions in Swedish companies,
including Perstorp AB, where he was the inventor of the concept of "Pergo"
laminated flooring.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Directors and executive officers of the Company are as follows:

NAME POSITION
---- --------

Gerald A. Nathe...................... Chairman of the Board, President, Chief Executive Officer
and Director(1)
Vijay C. Tharani..................... Vice President, Chief Financial Officer and Treasurer
Karl S. Puehringer................... Vice President
Shaun J. Kilfoyle.................... Vice President
Rolf Bergstrom....................... Director(2)
Akira Hara........................... Director(2)
Samuel B. Fortenbaugh III............ Director(1)
Henry F. McInerney................... Director(3)
Judith A. Mulholland................. Director(2)
Mark T. Becker....................... Director(3)
Ralph R. Whitney, Jr................. Director(1)(3)

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

(1) Member of the Executive Committee.

(2) Member of the Compensation and Stock Option Committee.

(3) Member of the Audit Committee.

Vijay C. Tharani, age 41, has been Vice President, Chief Financial Officer
and Treasurer of the Company since June 2001. Previously, Mr. Tharani was Vice
President and Chief Financial Officer at Weigh-Tronix, LLC, a manufacturer of
industrial weighing systems from 1998 to 2000. From 1995 to 1998, Mr. Tharani
was Vice President of Finance for the International Division of Fisher
Scientific, Inc., a global distributor of laboratory chemicals, supplies and
equipment. Prior to that time, he held various finance positions with RJR
Nabisco and Pillsbury, Inc.

Karl S. Puehringer, age 39, has been a Vice President of the Company since
November 2001. Since 2003, he has been responsible for the Company's European
operations. Prior to joining Baldwin, Mr. Puehringer served as a Manager at A.T.
Kearney in Munich where he was responsible for project management from 1999 to
2001. From 1996 to 1999, he was President and a Director of Voest-Alpine MCE,
Indonesia, and from 1993 to 1996, he was Managing Director of Voest-Alpine Ice,
Mexico.

Shaun J. Kilfoyle, age 50, has been a Vice President of the Company since
November, 2002. Since 2003 he has been responsible for the Company's operations
in the Americas. He re-joined Baldwin as Vice President of Marketing and
Strategic Planning in September, 2001, and held that position until 2003.

Previously, Mr. Kilfoyle was Vice President and Group Publisher of the Printing,
Packaging and Design (Publishing, Data and Research) Unit of Cahner Business
Information, a division of Reed Elsevier from 1997 to 2001. He held various
marketing and business management positions at a subsidiary of the Company from
1984 to 1997.

All of the Company's officers are elected annually by the Board of
Directors and hold office at the pleasure of the Board of Directors.

See "Election of Directors" for biographies relating to Directors.

BOARD OF DIRECTORS

The Board of Directors has responsibility for establishing broad corporate
policies and for overseeing the management of the Company, but is not involved
in day-to-day operations. Members of the Board are kept informed of the
Company's business by various reports and documents sent to them as well as by
operating and financial reports presented at Board and Committee meetings.
During the fiscal year ended June 30, 2004, the Board held five (5) regular
scheduled meetings, four (4) special meetings and acted by Written Consent three
(3) times. Each of the Directors attended at least 75% of the aggregate meetings
of the Board and the Committees on which he or she served.

COMPENSATION OF DIRECTORS

Directors who were not employees of the Company received a $16,000 annual
retainer and a fee of $1,000 for each meeting they attended of the Board of
Directors or the Committee on which they served during the fiscal year ended
June 30, 2004. However, no fee is paid for a Committee meeting held in
conjunction with a Board meeting. In addition, the Chair of the Audit Committee
received an additional $1,000 quarterly, and the Chair of the Compensation and
Stock Option Committee received an additional $500 quarterly.

Non-employee Directors received annual awards of stock options under the
Company's 1990 Directors' Stock Option Plan (the "1990 Plan"), until the 1990
Plan was terminated in November 1998. From 1990 through 1997, each year, on the
third day following the Company's Annual Meeting of Stockholders, every eligible
Director was automatically granted an option to purchase 1,000 shares of Common
Stock, allocated between Class A Common Stock and Class B Common Stock in the
same ratio as there were shares outstanding of Class A Common Stock to shares of
Class B Common Stock on such day. Under the 1990 Plan, options to purchase
32,923 shares of Class A Common Stock and 4,077 shares of Class B Common Stock
were granted, of which options to purchase 10,746 shares of Class A Common Stock
and 1,254 shares of Class B Common Stock remain outstanding, at exercise prices
ranging from $2.56 to $5.50 per share for the options to purchase Class A Common
Stock and at $3.20 to $6.88 per share for the options to purchase Class B Common
Stock. Of the current Directors of the Company who received option grants under
the 1990 Plan, two Directors were granted options to purchase 7,115 shares of
Class A Common Stock and 885 shares of Class B Common Stock; and one Director
was granted options to purchase 3,582 shares of Class A Common Stock and 418
shares of Class B Common Stock.

The 1998 Non-Employee Stock Option Plan (the "1998 Plan") was adopted at
the 1998 Annual Meeting of Stockholders and terminated in November 2001. From
1998 through 2001, non-employee Directors

received annual awards of stock options under the 1998 Plan. Each year, on the
day following the Company's Annual Meeting of Stockholders, every eligible
Director was automatically granted an option to purchase 3,000 shares of Class A
Common Stock. Under the 1998 Plan, options to purchase 66,000 shares of Class A
Common Stock were granted, of which options to purchase 42,000 shares of Class A
Common Stock remain outstanding, at exercise prices ranging from $1.13 to $5.50
per share. Of the current Directors of the Company who received option grants
under the 1998 Plan, three Directors were granted options to purchase 12,000
shares each and two Directors were granted options to purchase 3,000 shares
each.

The 1996 Stock Option Plan (the "1996 Plan") was amended at the 2002 Annual
Meeting of Stockholders. Under the 1996 Plan, as amended, each year, on the day
following the Company's Annual Meeting of Stockholders, every non-employee
Director is automatically granted an option to purchase 5,000 shares of Class A
Common Stock. Under the 1996 Plan, as amended, options to purchase 55,000 shares
of Class A Common Stock were granted to non-employee Directors, and remain
outstanding, at exercise prices ranging from $0.58 to $1.93 per share. Of the
current Directors of the Company who received option grants under the 1996 Plan,
as amended, five Directors were granted options to purchase 10,000 shares each
and one Director was granted options to purchase 5,000 shares.

EXECUTIVE COMMITTEE

The Executive Committee meets on call and has authority to act on most
matters during the intervals between Board meetings. During the fiscal year
ended June 30, 2004, the Executive Committee held three (3) meetings. The
Executive Committee presently consists of Gerald A. Nathe (Chairman), Samuel B.
Fortenbaugh III and Ralph R. Whitney, Jr. A copy of the charter of the Executive
Committee is posted on the Company's web site.

AUDIT COMMITTEE

The Audit Committee assists the Board in ensuring the quality and integrity
of the Company's financial statements, and that a proper system of accounting,
internal controls and reporting practices are maintained by the Company. During
the fiscal year ended June 30, 2004, the Audit Committee met six (6) times. The
Audit Committee presently consists of Mark T. Becker (Chairman), Henry F.
McInerney and Ralph R. Whitney, Jr. During the fiscal year ended June 30, 2000,
the Audit Committee adopted a charter, a copy of which was attached to the
Company's Proxy Statement dated October 15, 2000 as Exhibit A. The charter of
the Audit Committee was recently amended, and a copy of the revised charter is
attached to this Proxy Statement as Exhibit A and posted on the Company's web
site. The Board of Directors has determined that all of the members of the Audit
Committee are "independent," as defined by the rules of the Securities and
Exchange Commission and the American Stock Exchange.

COMPENSATION AND STOCK OPTION COMMITTEE

The Compensation and Stock Option Committee has the responsibility for,
among other things, establishing the compensation arrangements for the executive
officers of the Company, other than the Chief Executive Officer. The
Compensation and Stock Option Committee also administers the 1996 Stock Option
Plan, as amended. During the fiscal year ended June 30, 2004, the Compensation
and Stock Option Committee met four (4) times and acted by Written Consent once.
The Compensation and Stock Option
12

Committee presently consists of Judith A. Mulholland (Chair), Akira Hara and
Rolf Bergstrom. The Board of Directors has determined that Ms. Mulholland and
Mr. Bergstrom are "independent" as defined by the Rules of the Securities and
Exchange Commission and the American Stock Exchange (the "Amex"). Mr. Hara,
formerly President of Baldwin-Japan, Ltd., and now serving as a strategic
advisor to the Company, was added to the Compensation and Stock Option Committee
under a special limited exception under the Amex rules, despite his not being an
"independent" director, given his years of experience and his expertise in
matters related to the Company's Asia operations. Since approximately 23% of the
Company's employees are located in Asia, the Board of Directors deemed it in the
best interests of the Company to have Mr. Hara serve on said Committee. Ms.
Mulholland is from the U.S., where approximately 16% of the Company's employees
are located, and Mr. Bergstrom is from Europe, where approximately 61% of the
Company's employees are located.

NOMINATING COMMITTEE

The Board does not have a nominating committee. Board of Director
nominations are recommended for the Board's selection by a majority of the
independent directors (see "The Board Nomination Process" in the Corporate
Governance section above).

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of the Company assists the
Board in its oversight of the quality and integrity of the accounting, auditing,
and financial reporting practices of the Company. The committee operates under a
written charter adopted by the Board. A copy of the recently revised Audit
Committee Charter is attached to the proxy statement of which this report is a
part and is posted on the Company's web site. The committee is comprised of
three non-employee directors, each of whom is "independent" as defined by the
rules of the Securities and Exchange Commission and the American Stock Exchange
as in effect on the date of this report. In addition, the Board has determined
that at least one member of the committee has accounting or related financial
management expertise.

In performing its oversight responsibilities, the committee reviewed and
discussed the audited consolidated financial statements of the Company as of and
for the fiscal year ended June 30, 2004, with management and
PricewaterhouseCoopers LLP ("PwC"), the Company's independent registered public
accounting firm. Management has the primary responsibility for the financial
statements and the reporting process. PwC is responsible for expressing an
opinion as to whether these financial statements are presented fairly, in all
material respects, in conformity with accounting principles generally accepted
in the United States.

The committee has reviewed and discussed the consolidated financial
statements of the Company and its subsidiaries, which are included as Item 8 in
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2004, with management of the Company and PwC.

The committee also discussed with PwC their judgment as to the quality, not
just the acceptability, of the Company's accounting principles and such other
matters as are required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, "Communication with
Audit Committees."

The committee has received the written disclosures and the letter from PwC
required by Independence Standards Board Standard No. 1 and has discussed with
PwC its independence from the Company. The committee considered whether the
provision of non-audit services by PwC to the Company was compatible with
maintaining the independence of PwC and concluded that the independence of PwC
was not compromised by the provision of such services.

Based on the review and discussions with management of the Company and PwC
referred to above, the Audit Committee has recommended to the Board of Directors
that the Company publish the consolidated financial statements of the Company
and subsidiaries for the fiscal year ended June 30, 2004 in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2004 and include such
financial statements in its Annual Report to Stockholders.

THE AUDIT COMMITTEE
Mark T. Becker, Chairman
Ralph R. Whitney, Jr.
Henry F. McInerney

COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation and Stock Option Committee of the Board of Directors (the
"Committee") is comprised of three non-employee Directors of the Company, one of
whom is not considered "independent" as permitted under a limited exception
under the rules of the American Stock Exchange. The Committee operates pursuant
to a written charter adopted by the Board, a copy of which is posted on the
Company's web site. The Committee has the responsibility for establishing the
salary, incentive compensation, non-wage benefits and perquisites of the
executive officers of the Company (the Independent Directors of the Board have
the responsibility for establishing the salary, incentive compensation, non-wage
benefits and perquisites of the Chief Executive Officer of the Company).

Set forth below is a report submitted by the members of the Committee
addressing the Company's compensation policies for the fiscal year ended June
30, 2004 ("Fiscal 2004") as they affected the executive officers of the Company.

Philosophy

The Company recognizes that a critical balance needs to be maintained
between employee compensation and the successful pursuit of the Company's
objectives. The Company will compensate its workforce in a manner that attracts,
retains, and motivates a workforce that is customer-driven and focused. To that
end, the Company is committed to paying employees a competitive base salary for
their knowledge, skill, experience, and responsibilities, as well as providing
certain employees other incentives and benefits.

The incentive opportunity is primarily provided through the Company's
Management Incentive Compensation Plan (MICP) and the 1996 Stock Option Plan, as
amended. As modified January 1, 2004, the MICP has been designed to reward,
recognize and motivate Executive Officers and key management employees for their
contributions on a corporate-wide and as well as a functional/local basis. Under
the MICP, all Executive Officers and key managers earn their cash incentive
compensation based on a target bonus percentage of his/her base salary upon the
achievement of either corporate consolidated objectives or the achievement of a
combination of corporate targets and local objectives. An employee's position
with the Company and his/her overall responsibilities in the organization
determine the target bonus opportunity percentage and whether his/her objectives
are based on the corporate consolidated performance (at 100%) or a combination
of corporate (at 50%) and local (at 50%) performance. In addition to the MICP,
the Company's Stock Option Plan authorizes the Committee to provide Directors,
Employees and Consultants of the Company, who are in a position to contribute to
the long-term success of the Company, options to acquire Stock of the Company.

Depending upon responsibilities, certain employees may also be eligible to
participate in other benefits such as annual physicals, a company automobile,
life insurance, a supplemental retirement benefit, and long-term disability
insurance.

Executive Officers' Disclosure

GENERAL. For each of the executive officers of the Company named in the
Summary Compensation Table below, compensation consists of base salary (which is
set by the officer's employment agreement), a

bonus (which was calculated in accordance with the MICP referred to in the
Philosophy section above), stock options (which are tied to the long-term
performance of the Company, as reflected by its stock price), and other
perquisites. Certain of these executive officers also have supplemental
retirement benefits reported in the Supplemental Retirement Benefits section
below.

FISCAL 2004 COMPENSATION. Mr. Vijay C. Tharani joined the Company in June
2001 and was elected Vice President, Chief Financial Officer and Treasurer. His
base salary is set by an employment agreement with the Company, effective as of
June 18, 2001. Effective July 1, 2003, the ten (10%) percent salary reduction
that had been in place during Fiscal 2003 was removed; Mr. Tharani also earned a
$180,000 bonus during Fiscal 2004 under the MICP. He was granted options to
purchase 25,000 shares of Class A Common Stock of the Company in recognition of
his performance in carrying out his duties and responsibilities as Chief
Financial Officer.

Mr. Karl S. Puehringer joined the Company in November 2001 and was elected
a Vice President. Since April 1, 2003, he has been responsible for Baldwin's
European operations. His base salary is set by an employment agreement with the
Company, effective as of November 1, 2001. Effective July 1, 2003, the ten (10%)
percent salary reduction that had been in place during Fiscal 2003 was removed;
Mr. Puehringer also earned a $160,995 bonus during Fiscal 2004 under the MICP.
He was granted options to purchase 25,000 shares of Class A Common Stock of the
Company in recognition of his performance in carrying out his duties and
responsibilities as Vice President.

Mr. Shaun J. Kilfoyle re-joined the Company in September, 2001 and was
elected a Vice President in November, 2002. Since April 1, 2003, he has been
responsible for Baldwin's Americas operations. His base salary is set by an
employment agreement with the Company, effective as of January 1, 2003, and
amended as of September 1, 2004. Effective July 1, 2003, the ten (10%) percent
salary reduction that had been in place during Fiscal 2003 was removed; Mr.
Kilfoyle also earned a $102,000 bonus during Fiscal 2004 under the MICP. He was
also granted options to purchase 25,000 shares of Class A Common Stock of the
Company in recognition of his performance in carrying out his duties and
responsibilities as Vice President.

CEO Disclosure

Mr. Nathe's base salary is set by his employment agreement with the Company
(see the Employment Agreements section below). Effective July 1, 2003, the ten
(10%) percent salary reduction that had been in place during Fiscal 2003 was
removed; Mr. Nathe also received a salary increase from $250,000 to $300,000
effective July 1, 2003, however, by mutual agreement of Mr. Nathe and the
Company, implementation of the increase was delayed until January 1, 2004,
without being retroactive. He also earned a $225,000 bonus during Fiscal 2004
under the MICP and was granted a $100,000 special bonus as a result of the
Company's overall performance and his own individual performance.

Deductibility of Compensation under Federal Income Taxes

Based on currently prevailing authority, including Treasury Regulations
issued in December, 1995, and in consultation with outside tax and legal
experts, the Committee has determined that it is unlikely that the Company will
pay any amounts with respect to the fiscal year ending June 30, 2004 ("Fiscal
2004") that would result in the loss of a federal income tax deduction under
Section 162(m) of the Internal Revenue Code

of 1986, as amended (the "Code"), and accordingly has not recommended that any
special actions be taken, or plans or programs be revised at this time in light
of such tax law provision (except that the Company intends that stock options
granted under the 1996 Stock Option Plan have an exercise price which is the
fair market value of the stock on the date of grant and that such options
qualify as "performance-based compensation" under Section 162(m) of the Code).

THE COMPENSATION AND STOCK OPTION
COMMITTEE
Judith A. Mulholland, Chair
Rolf Bergstrom
Akira Hara

EXECUTIVE COMPENSATION

The following table sets forth the total remuneration paid to the Company's
Chief Executive Officer and to each of the most highly compensated executive
officers of the Company for the fiscal years ended June 30, 2004, 2003 and 2002,
respectively, and includes remuneration in respect of all elements indicated
from all sources, including affiliates of the Company.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
--------------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) COMPENSATION
------------------ ---- -------- -------- --------------- ------------

Gerald A. Nathe........................ 2004 $272,480 $325,000 (2) $ 35,504(3)
Chairman of the Board, President and 2003 $227,408 -0- $505,995 $784,925
Chief Executive Officer 2002 $272,116 -0- $243,694 $147,382
Vijay C. Tharani....................... 2004 $249,000 $180,000 $155,792 $ 15,951(4)
Vice President, Chief Financial
Officer 2003 $218,315 -0- 60,792 $114,737(4)
and Treasurer 2002 $249,231 $ 30,000 60,792 $132,852(4)
Shaun J. Kilfoyle(5)................... 2004 $170,000 $102,000 -0- $ 5,488(6)
Vice President 2003 $152,714 $ 10,000 -0- $ 4,752
Karl S. Puehringer(7).................. 2004 $268,321 $160,995 $118,896 $ 18,634(8)
Vice President 2003 $225,749 -0- 98,537 $ 14,753
2002 $123,589 $ 24,786 12,800 $ 1,944

---------------
(1) Represents supplemental retirement benefits and/or deferred compensation
benefits as more fully described in the Supplemental Retirement Benefits
section below.

(2) The Company had over-accrued for Mr. Nathe's deferred compensation benefits
as of the beginning of Fiscal 2004; therefore, no additional amounts were
accrued during Fiscal 2004.

(3) Includes $5,555 long-term disability insurance premium, $6,010 legal and
club fees, $13,645 life insurance benefits, $3,163 auto allowance, and a
Company contribution of $7,131 to the named individual's 401(k) profit
sharing and savings plan account.

(4) Includes for Fiscal 2004: $1,788 long-term disability insurance premium,
$1,165 life insurance benefits, $3,038 auto allowance, and a Company
contribution of $9,960 to the named individual's 401(k) profit sharing and
savings plan account. Includes for Fiscal 2003: $1,882 long-term disability
insurance premium, $1,165 life insurance benefits, $2,520 auto allowance, a
Company contribution of $8,360 to the named individual's 401(k) profit
sharing and savings plan account, and $105,380 reimbursement for additional
income taxes incurred in connection with the Company's reimbursement of
moving expenses. Includes for Fiscal 2002: $114,391 paid by the Company to
reimburse Mr. Tharani for his moving expenses, $1,898 long-term disability,
$1,165 life insurance, $4,667 auto allowance, and a Company contribution of
$4,615 to the named individual's 401(k) profit sharing and savings plan
account.

(5) Named a Vice President in November 2002.

(6) Includes $388 auto allowance, and a Company contribution of $5,100 to the
named individual's 401(k) profit sharing and savings plan account.

(7) Mr. Puehringer's Fiscal 2004 salary and benefit amounts are translated from
EUROs using the exchange rate in effect on June 30, 2004; Fiscal 2003 salary
and benefit amounts were translated from EUROs using the exchange rate on
June 30, 2003.

(8) Includes $1,400 life insurance benefits and $17,234 auto allowance.

The following table sets forth certain information relating to options
granted during Fiscal 2004 to purchase shares of Class A Common Stock of the
Company, pursuant to the Company's 1996 Stock Option Plan (the "Plan"), as
amended. These options become exercisable in three equal annual installments
beginning on the second anniversary of the date of grant, subject to
acceleration as set forth in the Plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL
GRANTS
-------------- POTENTIAL REALIZABLE VALUE(3) AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK PRICE
OPTIONS/ OPTIONS/SARS APPRECIATION FOR OPTION TERM(4)
SARS GRANTED TO ALL EXERCISE ----------------------------------------
GRANTED OPTIONEES IN PRICE EXPIRATION
NAME (#/SH) FISCAL YEAR(1) ($/SH)(2) DATE 0%(5) 5% 10%
---- -------- -------------- --------- ---------- ----- -------- --------

Gerald A. Nathe......... 50,000 13.89% $1.93 11/11/2013 $0 $157,188 $250,296
Vijay C. Tharani........ 25,000 6.94% $1.93 11/11/2013 $0 $ 78,594 $125,148
Shaun J. Kilfoyle....... 25,000 6.94% $1.93 11/11/2013 $0 $ 78,594 $125,148
Karl S. Puehringer...... 25,000 6.94% $1.93 11/11/2013 $0 $ 78,594 $125,148

---------------
(1) Options to purchase a total of 360,000 shares of Class A Common Stock were
granted under the Plan to all optionees as a group during the fiscal year
ended June 30, 2004. Of this amount, an aggregate of 30,000 were granted to
Directors, and the balance to employees.

(2) The exercise price represents the closing price of the Company's Class A
Common Stock as traded on the American Stock Exchange on the date of grant.

(3) The dollar amounts under the potential realizable values columns use the 0%,
5% and 10% rates of appreciation as permitted by the Securities and Exchange
Commission, and are not intended to forecast actual future appreciation in
the Company's stock price. Actual gains, if any, on stock options are
dependent on the future performance of the Company's stock. There can be no
assurance that the amounts reflected in this table will be achieved.

(4) All stock options granted during Fiscal 2004 were for a ten (10) year term.

(5) No gain to the optionee is possible without an increase in the stock price,
which would benefit all stockholders commensurately. A zero percent gain in
stock appreciation will result in zero dollars for the optionee.

The following table provides information concerning each option exercised
during Fiscal 2004 by each of the executive officers named in the Summary
Compensation Table and the fiscal year-end values of unexercised options held by
such executive officers granted pursuant to the Plan or pursuant to the
Company's 1986 Stock Option Plan:

AGGREGATED OPTION EXERCISES IN FISCAL 2004
AND YEAR-END OPTION VALUES

VALUE OF
UNEXERCISED
IN-THE-MONEY
OPTIONS/SARS
NUMBER OF UNEXERCISED AT FY-END ($)(2)
OPTIONS/SARS --------------------------
SHARES AT FY-END (#)
ACQUIRED ON VALUE ------------------------- EXERCISABLE/
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE/UNEXERCISABLE UNEXERCISABLE
---- ------------ --------------- ------------------------- --------------------------

Gerald A. Nathe...... -0- -0- 64,833 / 76,667 Class A $54,032 / $149,968 Class A
85,000 / 0 Class B $0 / $0 Class B
Vijay C. Tharani..... -0- -0- 16,666 / 88,334 Class A $42,165 / $208,385 Class A
Shaun J. Kilfoyle.... -0- -0- 0 / 53,000 Class A $0 / $118,530 Class A
Karl S. Puehringer... -0- -0- 8,333 / 71,667 Class A $20,249 / $164,551 Class A

---------------
(1) Market value of underlying securities at exercise minus the exercise price.

(2) Where the value shown is zero, the exercise prices of all outstanding stock
options at fiscal year end were greater than the fair market value of the
Company's Class A Common Stock on the last day of Fiscal 2004 ($3.58).

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the Company's common stock
that may be issued upon the exercise of options and rights under all of the
Company's existing equity compensation plans as of June 30, 2004, including the
Second Amended and Restated 1986 Stock Option Plan, the 1990 Directors' Stock
Option Plan, the 1996 Stock Option Plan, as amended, the 1998 Non-Employee
Directors' Stock Option Plan, the 1998 Non-Employee Directors' Stock Option
Plan, and certain other equity compensation plans of the Company previously
adopted without stockholder approval.

(A) (B) (C)
----------------- --------------------- ---------------------------
NUMBER OF
SECURITIES TO BE NUMBER OF SECURITIES
ISSUED UPON WEIGHTED AVERAGE REMAINING AVAILABLE FOR
EXERCISE OF EXERCISE PRICE OF ISSUANCE UNDER EQUITY
OUTSTANDING OUTSTANDING OPTIONS, COMPENSATION PLANS
OPTIONS, WARRANTS WARRANTS AND (EXCLUDING SECURITIES
PLAN CATEGORY AND RIGHTS (#) RIGHTS ($) REFLECTED IN COLUMN(A)) (#)
------------- ----------------- --------------------- ---------------------------

Equity compensation plans approved
by security holders(1)........... 1,364,001 shares $2.31 860,500 shares (Class A)
Equity compensation plans not
approved by security
holders(2)....................... N/A N/A 160,000 shares (Class A)

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

(1) Includes Second Amended and Restated 1986 Stock Option Plan, the 1990
Directors' Stock Option Plan, the 1996 Stock Option Plan, as amended, the
1998 Non-Employee Directors' Stock Option Plan, and the 1998 Non-Employee
Directors' Stock Option Plan.

(2) Includes shares that may be issued under an Employment Agreement between the
Company and its Chief Executive Officer, Gerald A. Nathe.

SUPPLEMENTAL RETIREMENT BENEFITS

Mr. Nathe is entitled to deferred compensation benefits in accordance with
his employment agreement; Messrs. Tharani, Kilfoyle and Puehringer are entitled
to supplemental retirement benefits in accordance with their respective
employment agreements.

Mr. Nathe's employment agreement as amended provides for deferred
compensation to be paid to him or his estate for 15 years or life, whichever is
longer, upon termination of his employment and subject to a vesting schedule as
set forth in his employment agreement. No amounts were accrued by the Company on
behalf of Mr. Nathe in connection with this benefit during Fiscal 2004 due to an
over-accrual for this benefit during the previous year ($505,995 was accrued
during Fiscal 2003). The amount of the annual deferred compensation benefit
which was to be paid to Mr. Nathe was previously estimated at $174,649, however,
in August, 2002, Mr. Nathe's employment agreement was amended to include, among
other things, a reduction in the total amount of deferred compensation payable
by the Company to Mr. Nathe by $750,000 in exchange for an equal reduction in
the principal amount of a promissory note of Mr. Nathe payable to the Company
(see "Certain Transactions" below). Consequently, the amount of the annual
deferred compensation benefit which will be paid to Mr. Nathe is now estimated
to be $102,000.

Mr. Tharani's employment agreement provides for a supplemental retirement
benefit to be paid to him for ten (10) years, upon termination of his employment
and subject to a vesting schedule as set forth in his employment agreement. The
amount of the annual benefit to be paid to Mr. Tharani will be 30% of Mr.
Tharani's average base salary for his last three (3) years of employment under
his employment agreement. The amount accrued by the Company on behalf of Mr.
Tharani in connection with this benefit during Fiscal 2004 was $155,792. When
fully vested (after June 18, 2006), the estimated annual supplemental retirement
benefit will be $74,919.

Mr. Kilfoyle's new employment agreement, effective September 1, 2004,
provides for a supplemental retirement benefit to be paid to him for ten (10)
years, upon termination of his employment and subject to a vesting schedule as
set forth in his employment agreement. The amount of the annual benefit to be
paid to Mr. Kilfoyle will be 30% of Mr. Kilfoyle's average base salary for his
last three (3) years of employment under his employment agreement. The Company
did not accrue any amount on behalf of Mr. Kilfoyle in connection with this
benefit during Fiscal 2004 since Mr. Kilfoyle's new employment agreement was not
effective until September 1, 2004; his prior employment agreement did not
contain this benefit. When fully vested (after September 1, 2008), the estimated
annual supplemental retirement benefit will be $59,086.

Mr. Puehringer's employment agreement provides for a supplemental
retirement benefit to be paid to him or his estate for ten (10) years, upon
termination of his employment and subject to a vesting schedule as set

forth in his employment agreement. The amount of the annual benefit to be paid
to Mr. Puehringer will be 30% of Mr. Puehringer's average base salary for his
last three (3) years of employment under his employment agreement. The amount
accrued by the Company on behalf of Mr. Puehringer in connection with this
benefit during Fiscal 2004 was $118,896. When fully vested (after November 1,
2006), the estimated annual supplemental retirement benefit will be $84,589.

PERFORMANCE GRAPH

The following Performance Graph compares the Company's cumulative total
stockholder return on its Class A Common Stock for the five fiscal years ended
June 30, 2004 with the cumulative total return of the American Stock Exchange
Market Value Index and a peer group based on selected companies from the
Standard Industrial Classification ("SIC") Code 3555 -- Special Industry
Machinery, Printing Trades Machinery and Equipment. The companies included in
the peer group are: Baldwin Technology Company, Inc., Delphax Technologies Inc.,
Gunther International Ltd., Presstek Inc. and Scitex Ltd. The comparison assumes
$100 was invested on June 30, 1999 in the Company's Class A Common Stock and in
each of the foregoing indices and assumes reinvestment of all dividends. Total
stockholder return is calculated using the closing price of the stock on the
last trade date of each fiscal year. The stock price performance shown is not
intended to forecast or be indicative of the possible future performance of the
Company's stock.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(*) AMONG
BALDWIN TECHNOLOGY COMPANY, INC., THE AMEX MARKET VALUE INDEX,
AND A PEER GROUP
(BALDWIN, PEER, AMEX COMPARISON CHART)

BALDWIN TECHNOLOGY
COMPANY, INC. PEER GROUP AMEX MARKET VALUE
------------------ ---------- -----------------

6/99 100.00 100.00 100.00
6/00 72.34 147.16 113.36
6/01 40.85 99.75 103.64
6/02 48.00 36.56 103.58
6/03 21.79 46.54 115.35
6/04 121.87 92.55 156.83

EMPLOYMENT AGREEMENTS

Effective March 19, 2001, the Company entered into a new employment
agreement with Gerald A. Nathe, its Chairman (then President and Chief Executive
Officer), replacing an earlier agreement dated November 25, 1997. This agreement
was amended on February 26, 2002, August 13, 2002 and again on

July 11, 2003; it expires August 5, 2005. The new agreement, as amended,
provides that Mr. Nathe will be paid (x) an annual salary of no less than
$300,000, (y) annual incentive compensation in an amount determined under the
Company's Management Incentive Compensation Plan, and (z) certain amounts upon
termination of employment, such amounts to depend upon whether the termination
was by the Company or by Mr. Nathe, whether the termination was with or without
cause or with or without Company consent, and whether the termination was due to
death or disability. For purposes of clause (z) above, in the event of (i) any
merger or consolidation or sale of substantially all of the assets of the
Company or change in control or liquidation of the Company, or (ii) the failure
by the Company to observe or comply in any material respect with any of the
provisions of the employment agreement, Mr. Nathe may, within six months of any
such event, treat such event as a termination, without cause, of his employment
by the Company. The employment agreement, as amended, also provides for (a) the
payment of annual deferred compensation to Mr. Nathe in the amount of $102,000
following the termination of his employment with the Company, (b) the Company
making an interest bearing loan to Mr. Nathe, in the amount of approximately
$750,000 to facilitate the purchase by Mr. Nathe of Class B Common Stock of the
Company from an unrelated party with the loan secured by a pledge of the
purchased shares of the Company's Class B Common Stock, and (c) the transfer by
the Company to Mr. Nathe, at no cost to Mr. Nathe, of up to one hundred sixty
thousand shares of the Company's Class A Common Stock, in four equal
installments of 40,000 shares each, when, in the case of the first such
installment, the market value of the Company's Class A Common Stock has attained
$7.875 per share and, in the case of each subsequent installment, such market
value increases by $2.00 per share over the market value at which the previous
installment was earned. Mr. Nathe has agreed that, for a period of three years
after the termination of his employment under the employment agreement, he will
not compete, directly or indirectly, with the Company. The employment agreement
provides that upon Mr. Nathe's death the Company will use a portion of the
proceeds of life insurance on Mr. Nathe's life to buy back from his estate his
shares of Class B Common Stock at fair market value, with the understanding that
Mr. Nathe's estate repay his loan from the Company, together with interest due.

Effective June 2001, the Company entered into an employment agreement with
Vijay C. Tharani, its Vice President, Chief Financial Officer and Treasurer,
which was amended on November 11, 2003. The employment agreement, as amended,
provides for (a) a minimum base salary of $240,000 to be paid to Mr. Tharani,
(b) incentive compensation under the Company's Management Incentive Compensation
Plan, (c) a supplemental retirement benefit for ten (10) years following
termination of employment, subject to vesting as set forth in the agreement, and
(d) certain amounts upon termination of employment, such amounts to depend upon
whether the termination was by the Company or by Mr. Tharani, whether the
termination was with or without cause or with or without Company consent, and
whether the termination was due to death or disability. For purposes of clause
(d) above, in the event of (i) any merger or consolidation or sale of
substantially all of the assets of the Company or (ii) change in control or
(iii) liquidation of the Company, or (iv) a material diminution in Mr. Tharani's
duties, in each case, Mr. Tharani may, within six months of any such event,
treat such event as a termination, without cause, of his employment by the
Company and be entitled to severance pay in an amount equal to his then annual
base salary. The agreement was for an initial term of three (3) years and
automatically extended for three (3) years and, unless terminated, will
automatically extend for additional three (3) year terms.

Effective September 1, 2004, the Company entered into a new employment
agreement with Shaun J. Kilfoyle, its Vice President of American Operations,
replacing an earlier agreement dated February 14, 2003.
24

The new agreement provides for (a) a minimum base salary of $170,000 to be paid
to Mr. Kilfoyle, (b) incentive compensation under the Company's Management
Incentive Compensation Plan, (c) a supplemental retirement benefit for ten (10)
years following termination of employment, subject to vesting as set forth in
the agreement, and (d) certain amounts upon termination of employment, such
amounts to depend upon whether the termination was with or without cause. In
addition, in the event of any merger or consolidation by the Company with or
into any other entity or any sale by the Company of substantially all of its
assets or the adoption by the Company of any plan of liquidation, Mr. Kilfoyle
will receive a severance payment in an amount equal to his then annual base
salary. The amended agreement dated September 1, 2004 is for an initial term of
three (3) years, and unless terminated with one year's prior written notice,
will automatically extend for additional three (3) year terms.

Effective November 1, 2001, the Company entered into an employment
agreement with Karl S. Puehringer, its Vice President of European Operations,
which was amended on February 14, 2003, May 12, 2003 and February 10, 2004. The
employment agreement, as amended, provides for (a) a minimum base salary of
190,000 Euros to be paid to Mr. Puehringer, (b) incentive compensation under the
Company's Management Incentive Compensation Plan, (c) a supplemental retirement
benefit for ten (10) years following termination of employment, subject to
vesting as set forth in the agreement, and (d) certain amounts upon termination
of employment, such amounts to depend upon whether the termination was by the
Company or by Mr. Puehringer, whether the termination was with or without cause
or with or without Company consent, and whether the termination was due to death
or disability. For purposes of clause (d) above, in the event of (i) any merger
or consolidation or sale of substantially all of the assets of the Company or
(ii) change in control or (iii) liquidation of the Company, or (iv) a material
diminution in Mr. Puehringer's duties, then in each such case, Mr. Puehringer
will receive a severance payment in an amount equal to his then annual base
salary. The agreement is for a term of five (5) years, and unless terminated
with one year's prior written notice, will automatically extend for additional
three (3) year terms.

CERTAIN TRANSACTIONS

Samuel B. Fortenbaugh III, a Director of the Company since 1987, has
rendered legal services to the Company since September, 2002. During the fiscal
year ended June 30, 2004, the Company paid $111,000 to Mr. Fortenbaugh for legal
services rendered. Prior to September 2002, Mr. Fortenbaugh was a partner of the
law firm of Morgan Lewis & Bockius LLP, which firm has rendered legal services
to the Company since 1980.

On November 30, 1993, the Company entered into a loan and pledge agreement
with Gerald A. Nathe, President, Chief Executive Officer and a Director of the
Company, pursuant to which the Company loaned Mr. Nathe $1,817,321 to enable him
to purchase 315,144 shares of the Company's Class B Common Stock from a
non-employee stockholder. The loan was evidenced by a recourse demand promissory
note bearing interest equal to the 3-Month LIBOR rate plus 1.25%, such rate to
be reset on the first day of each succeeding January, April, July and October,
and secured by such purchased shares. The maximum amount of the loan
outstanding, including interest, during the year ended June 30, 2003 was
$1,553,000. In February, 2002, the Company and Mr. Nathe amended the loan and
pledge agreement and Mr. Nathe issued a substitute recourse demand promissory
note for $1,500,000, the outstanding principal balance on the date thereof, with
interest payable annually at a rate of 5%. In August, 2002, the Company and Mr.
Nathe amended the loan and pledge agreement and Mr. Nathe issued a substitute
recourse demand promissory note for $750,000 to evidence
25

reduction of the outstanding principal and interest due from Mr. Nathe on the
loan by $750,000 in exchange for an equal reduction in deferred compensation
payments to be made by the Company to Mr. Nathe. The reduction represented the
then-present value of a portion of Mr. Nathe's deferred compensation benefit
that had accrued to Mr. Nathe, and is included as income to Mr. Nathe for Fiscal
2003 in "All Other Compensation" in the Summary Compensation Table above. Mr.
Nathe was responsible for and paid all income taxes associated with the
exchange. At June 30, 2004, the balance of the loan, including interest, was
$873,000.

On October 17, 2001, the Company entered into a loan and pledge agreement
with John T. Heald, Jr., then President and Chief Operating Officer and a
Director of the Company, pursuant to which the Company loaned Mr. Heald $675,000
to enable him to purchase 375,000 shares of Class B Common Stock from the
Company. The loan was evidenced by a recourse demand promissory note bearing
interest at five (5%) percent per annum. The maximum amount of the loan
outstanding, including interest, during the year ended June 30, 2003 was
$711,893. In connection with Mr. Heald's resignation as President, Chief
Operating Officer and a Director of the Company in October, 2002, the Company
and Mr. Heald agreed to amend the loan and pledge agreement to evidence a
reduction in the principal amount of the loan due from Mr. Heald by $225,000 in
exchange for a reduction, by an equal amount, in the amount of deferred
compensation benefits due by the Company to Mr. Heald. The reduction represented
the then present value of the vested portion of Mr. Heald's deferred
compensation benefit that had accrued to Mr. Heald. Mr. Heald appointed the
Chief Executive Officer of the Company his revocable proxy to vote the Class B
Common Stock, which he pledged as collateral for the loan, so long as any
amounts of principal or interest remained outstanding under said loan. In May,
2004, Mr. Heald transferred to the Company 172,464 shares of Class B Common
Stock of the Company plus $2,481 in cash, in full payment of the unpaid
principal amount of $450,000 and accrued interest on the note.

On February 10, 1997, Wendell M. Smith resigned as Chairman of the Company.
The Company has made deferred compensation payments to Mr. Smith in the amount
of $103,000 for each of the fiscal years ended June 30, 2004, 2003 and 2002,
respectively. In addition, the Company entered into a consulting agreement with
Polestar Limited, a corporation controlled by Mr. Smith, which provides for
payments to Polestar Limited of $90,000 per year for consulting services through
2014.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP or its predecessor, Price Waterhouse LLP has
audited the accounts of the Company since 1968. Set forth in the table below are
the aggregate fees billed by PricewaterhouseCooopers LLP for professional
services rendered to the Company during the fiscal years ended June 30, 2004 and
June 30, 2003 in the following categories and amounts.

2004 2003
-------- ----------

Audit Fees.................................................. $515,735 $ 555,553
Audit Related Fees:
Audit of Domestic Pension Plan............................ 17,500 18,230
Due Diligence............................................. 56,589 225,456
Tax Fees.................................................... 166,510 399,683
All Other Fees.............................................. 4,820 0
-------- ----------
TOTAL....................................................... $761,154 $1,198,922
======== ==========

AUDIT FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered for the audit of the Company's annual consolidated financial
statements for the fiscal years ended June 30, 2004 and June 30, 2003, and for
the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-Q and Annual Report on Form 10-K for those fiscal years were
$515,735 and $555,553, respectively.

AUDIT RELATED FEES

PricewaterhouseCoopers LLP performed audit related professional services by
audit of the Company's domestic pension plan and in certain due diligence
matters during Fiscal 2004 and Fiscal 2003 in the amounts stated above.

TAX FEES

PricewaterhouseCoopers LLP also provided tax advice during the Company's
fiscal years ended June 30, 2004 and June 30, 2003, and the additional fees for
such services were $166,510 and $399,683, respectively.

ALL OTHER FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for services
rendered to the Company, other than audit-related or tax fees, for the fiscal
years ended June 30, 2004 and June 30, 2003 were $4,820 and $0, respectively.

In accordance with its charter, the Audit Committee pre-approved all
non-audit fees for fiscal 2004 listed above. In addition, the Audit Committee
considered the fees for non-audit services in relation to their assessment of
the independence of PricewaterhouseCoopers LLP. The Company paid no fees to
PricewaterhouseCoopers LLP for financial information systems design and
implementation.

A representative of PricewaterhouseCoopers LLP is expected to be present at
the Annual Meeting, will be provided with the opportunity to make a statement if
the representative desires to do so, and is expected to be available to respond
to appropriate questions.

STOCKHOLDER PROPOSALS

Stockholders may present proposals for inclusion in the Company's 2005
proxy statement provided they are received by the Company no later than June 14,
2005 and are otherwise in compliance with applicable Securities and Exchange
Commission regulations.

GENERAL

So far as is now known, there is no business other than that described
above to be presented for action by the stockholders at the meeting, but it is
intended that the Proxies will be voted upon any other matters and proposals
that may legally come before the meeting and any adjournments thereof in
accordance with the discretion of the persons named therein.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORT COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Company,
the Securities and Exchange Commission, and the American Stock Exchange initial
reports of ownership and reports of changes in ownership of any equity
securities of the Company. During Fiscal 2004, to the best of the Company's
knowledge, all required reports were filed on a timely basis. In making this
statement, the Company has relied on the written representations of its
directors and executive officers and copies of the reports provided to the
Company.

OTHER INFORMATION

The cost of solicitation of Proxies will be borne by the Company.
Solicitation of Proxies may be made by mail, personal interview, telephone and
facsimile by officers, directors and regular employees of the Company.

Helen P. Oster
Secretary

EXHIBIT A

BALDWIN TECHNOLOGY COMPANY, INC.

CHARTER OF

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. PURPOSE

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of Baldwin Technology Company, Inc. (the "Company") assists the Board
in ensuring that a proper system of accounting, internal controls and reporting
practices are maintained by the Company, as well as the quality and integrity of
the Company's financial statements. In performing its duties, the Committee will
also assist the Board in ensuring that the Company's financial statements are in
compliance with the rules, regulations, policies, and procedures required by the
Sarbanes-Oxley Act, the American Stock Exchange LLC ("Amex") and the U.S.
Securities and Exchange Commission ("SEC"). The Committee will maintain
effective working relationships with the Board, the Company's management and the
Company's independent public accounting firm ("external auditors"), who will
report directly to the Committee, and not to management.

2. MEMBERSHIP

The Committee will consist of at least three members, including a
Chairperson, all of whom will be selected by, and who will serve at the pleasure
of, the Board. All members of the Committee must be "independent directors" as
defined by rules promulgated by the SEC and the Amex.

Notwithstanding the foregoing, one director who satisfies the requirements
of the SEC rules and is neither a current employee nor an immediate family
member of a current employee, but who is not independent as defined by the Amex
rules, may be appointed to the Committee, if the Board, under exceptional and
limited circumstances, determines that membership is required by the best
interests of the Company and its stockholders. In such case, the Board must
disclose in the Company's next annual proxy statement the nature of the
relationship and the reasons for the determination.

Each member of the Committee must be able to read and understand
fundamental financial statements. In addition, at least one member of the
Committee must have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the individual's financial
sophistication.

The Board may designate one or more Directors as alternative members of the
Committee, who may replace any absent or disqualified member or members at any
meetings of the Committee. In addition, no person may be made a member or
alternative member of the Committee if his or her service on the Committee would
violate any restriction on service imposed by any rule of the SEC or the Amex.

3. MEETINGS

The Committee will meet at least four times each year and more frequently
if circumstances warrant. The Committee may ask members of management, the
external auditors or others whose advice and counsel

are relevant to the issues then being considered by the Committee, to attend any
meetings and to provide such pertinent information as the Committee may request.
The Committee will keep written minutes of its meetings, which minutes will be
recorded or filed with the books and records of the Company. The Committee will
submit the minutes of its meetings to, or discuss the matters deliberated at
each meeting with, the Board.

4. SUGGESTED TOPIC ROTATION

Meetings will include a discussion of each of the following topics at least
once per fiscal year on a schedule determined by the Committee. Generally, the
schedule of topics will follow the suggested timetable, and will be fixed for
any fiscal year and reviewed for modification each June.

SUGGESTED TOPIC: TIMETABLE:
---------------- ----------

Financial Statements August
- External Auditors Management Letter
- Revenue Recognition
- Special Purpose Entities
- Restructuring Charges
- Business Risk
Asset Values November
- Obsolescence
- Restructuring Reserves
- Impairment
- Depreciation
- Disaster Recovery
- Receivables and Credit
- Information Security
- Fraud
Control Environment February
- Audit/Risk Framework
- External Auditors Audit Workplan
- External Auditors Audit Fees
- Internal Audit Activities
- Procedures and Policies
- Authority Levels
- Related Party and Insider
Transactions

SUGGESTED TOPIC: TIMETABLE:
---------------- ----------

Capital and Miscellaneous June
- Project Controls
- Post-Competition Audits
- Vendor/Construction Audits
Funding
- Debt
- Cash Management
Legal
- Risk
- Reserves
Reserves
- General Review

5. COMMITTEE RESPONSIBILITIES

The Committee will have the following responsibilities:

a) Appoint an independent public accounting firm to serve as auditors
of the Company, giving consideration to the firm's independence and
effectiveness, and approve the associated compensation to be paid to the
independent auditors.

b) Evaluate periodically the independent public accounting firm
serving as auditors of the Company and, where appropriate, replace such
independent public accounting firm as auditors of the Company.

c) Review significant accounting and reporting issues, including
recent professional and regulatory pronouncements, and understand their
impact on the financial statements.

d) Meet with management and the external auditors to review and
discuss the scope and results of each annual audit of the financial
statements.

e) Consider and review with management and the external auditors the
adequacy of the Company's internal controls and any related significant
findings and recommendations of the independent external auditors. The
Committee shall also review and discuss with management and the external
auditors (i) the annual report prepared by management with respect to the
Company's internal control over financial reporting, and (ii) the
attestation report pertaining thereto to be delivered by the external
auditors. The Committee shall also obtain from the external auditors
periodic assurances that the external auditors are complying with all
provisions of applicable law which require the external auditors, if they
detect or become aware of any illegal act, to assure that the Committee is
adequately informed and to provide a report if the external auditors have
reached specified conclusions with respect to such illegal acts.

f) Review and discuss with management and the external auditors (i)
the financial statements contained in the annual report to stockholders to
be filed with the SEC, (ii) significant accounting

policies and changes in accounting principles, (iii) the results of the
external auditor's audit of the financial statements and the report
thereon, including matters required to be discussed by Statement of
Auditing Standards No. 61, and (iv) compliance with the rules, regulations,
policies and procedures of the Sarbanes-Oxley Act, the Amex, and the SEC.

g) Recommend to the Board, based on its review with management and the
external auditors, the inclusion of audited financial statements in the
Company's Annual Report on Form 10-K for the last fiscal year for filing
with the SEC.

h) Meet with the external auditors and financial management to review
interim financial statements to be filed with the SEC and the results of
the interim review by the external auditors. The Chairman of the Committee,
or a member of the Committee designated by the Chairman, may represent the
entire Committee for purposes of this review.

i) Receive the written disclosures and the letter from the external
auditors required by Independence Standards Board Standard No. 1 and
discuss with the external auditors their independence.

j) Provide a report for inclusion in the annual proxy statement to
stockholders.

k) Perform such other duties as the Board may assign to the Committee.

The Committee will review this Charter not less often than annually and
will recommend to the Board such changes therein as the Committee deems
appropriate.

6. INVESTIGATIONS AND STUDIES

The Committee may conduct or authorize investigations into or studies of
matters within the Committee's scope of responsibilities as described above, and
shall have the authority to retain, at the expense of the Company, independent
counsel or other consultants necessary to assist in any such investigation or
study.

7. AUDITING AND ACCOUNTING COMPLAINTS

The Committee shall establish and oversee procedures for the receipt,
retention, and treatment of complaints received by the Company regarding
accounting, internal accounting controls, auditing, or other matters, and the
confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting, auditing or other matters.

8. PRE-APPROVAL OF NON-AUDIT SERVICES BY EXTERNAL AUDITORS

The Committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company (or its subsidiaries) by the external auditors, subject to the de
minimis exceptions for non-audit services described in the Exchange Act which
are approved by the Committee prior to the completion of the audit.

9. CEO/CFO CERTIFICATIONS

The Committee shall review disclosures, if any, made by the Company's Chief
Executive Officer and Chief Financial Officer during their certification process
for the Company's periodic reports regarding (a) all
32

significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
aversely affect the Company's ability to record, process, summarize and report
financial information; and (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company's
internal controls over financial reporting.

10. RELATED PARTY TRANSACTIONS

The Committee shall review and provide appropriate oversight with respect
to any "related-party" transactions (as defined in SEC regulations) involving
the Company and officers, directors or stockholders beneficially owning more
than ten (10%) percent of any class of equity security of the Company.

REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 9, 2004
CLASS A COMMON STOCK

Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and HELEN P. OSTER, and each of them, attorneys and agents of the
undersigned, with full power of substitution to vote all shares of the Class A
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at the Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 9, 2004 at 10:00 a.m., Eastern Standard
Time, and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.

WITH-
FOR HOLD

1. To elect one Class II Director to serve for a [ ] [ ]
three-year term or until his successor is
elected and qualified:

MARK T. BECKER

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]

Please be sure to sign and date Date
this Proxy in the box below.

Stockholder sign above Co-holder (if any) sign above

- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -

BALDWIN TECHNOLOGY COMPANY, INC.

When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer.If a partnership, please sign in full partnership name
by authorized person. Please sign exactly as your name appears hereon.

PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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

REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 9, 2004
CLASS B COMMON STOCK

Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and HELEN P. OSTER, and each of them, attorneys and agents of the
undersigned, with full power of substitution to vote all shares of the Class B
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at the Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 9, 2004 at 10:00 a.m., Eastern Standard
Time, and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.

WITH- FOR ALL
FOR HOLD EXCEPT

1. To elect one Class II Director to serve [ ] [ ] [ ]
for a three-year term or until his
successor is elected and qualified:

GERALD A. NATHE

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]

Please be sure to sign and date Date
this Proxy in the box below.

Stockholder sign above Co-holder (if any) sign above

- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -

BALDWIN TECHNOLOGY COMPANY, INC.

PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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

REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 9, 2004
401(K) PLAN

WITH-
FOR HOLD

1. To elect one Class II Director to [ ] [ ]
serve for a three-year term or until his
successor is elected and qualified:

MARK T. BECKER

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED.
IF NO DIRECTION IS INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]

Please be sure to sign and date Date this Proxy in the box below.

Stockholder sign above Co-holder (if any) sign above

- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -

BALDWIN TECHNOLOGY COMPANY, INC.

PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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