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EQS-News: Semperit AG Holding / Announcement of the Convening of the General Meeting
Semperit AG Holding: Invitation to the 135th Annual General Meeting to be held on Tuesday, 23 April 2024, at 10:00 a.m.
(CEST) at TECH GATE VIENNA, Donau-City-Straße 9, 1220 Vienna.
2024-03-21 / 14:14 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Semperit Aktiengesellschaft Holding
with its registered office in Vienna
FN (Commercial Register Number) 112544 g
ISIN: AT0000785555
("Company")

Invitation to the
135^th^ Annual General Meeting of
Semperit Aktiengesellschaft Holding
to be held on Tuesday, 23 April 2024, at 10:00 a.m. (CEST)
at TECH GATE VIENNA, Donau-City-Straße 9, 1220 Vienna.


I. Agenda

1. Presentation of the adopted annual financial statements including the management report, the corporate
governance report and the separate non-financial report, the consolidated financial statements including the group
management report, each as of 31 December 2023, of the presentation of the proposal for the use of profit and of
the report of the Supervisory Board on the business year 2023
2. Adopting a resolution on the use of the net profit shown in the 2023 annual financial statements
3. Adopting a resolution on the discharge of the Members of the Management Board for the business year 2023

4. Adopting a resolution on the discharge of the Members of the Supervisory Board for the business year 2023

5. Adopting a resolution on the compensation of the Members of the Supervisory Board for the business
year 2024 in advance
6. Elections to the Supervisory Board
7. Adopting a resolution on the remuneration report
8. Election of the auditor for the annual and consolidated financial statements and the auditor for the
sustainability reporting for the business year 2024
9. Adopting a resolution on the amendment to Section 3 "Publication of the company and communication" of the
Articles of Association
10. Adopting a resolution on the amendment to Section 14 "General Meeting, convocation" of the Articles of
Association by adding new paragraphs 5 to 14 regarding the virtual/hybrid General Meeting and amendment of the name
of Section 14 to "General Meeting, convocation, remote participation, remote voting, virtual/hybrid General
Meeting"
11. a. Adopting a resolution on the new authorization of the Management Board to purchase, with the consent
by the Supervisory Board, own shares up to 10% of the share capital for a maximum of 30 months from the date of the
resolution pursuant to Section 65 para 1 no 8 of the Austrian Stock Corporation Act (AktG), if necessary for the
redemption of own shares, and on the determination of the repurchase terms and conditions, by revocation of the
corresponding authorization to purchase own shares granted by the Annual General Meeting resolution of
27 April 2022 on item 10a of the agenda
b. Adopting a resolution on the renewed authorization of the Management Board pursuant to Section 65 para 1b of the
Austrian Stock Corporation Act (AktG), with the consent by the Supervisory Board, to sell the shares in a manner
other than via the stock exchange or by means of a public offer and to decide on any exclusion of shareholders'
right to repurchase (subscription rights) by revocation of the corresponding authorization to sell own shares
granted by the Annual General Meeting resolution of 27 April 2022 on item 10b of the agenda pursuant to
Section 65 para 1b Austrian Stock Corporation Act.

II. Documents for the General Meeting; Information made available on the website

In particular, the following documents and records pursuant to Section 108 para 3 and 4 of the Austrian Stock
Corporation Act will be available for inspection no later than on 2 April 2024 on the Company website
www.semperitgroup.com under the menu items "Investor Relations" and "Annual General Meeting":

. Annual financial report 2023, including:
? Annual financial statements including the management report,
? Consolidated financial statements including the group management report,

. Corporate governance report 2023,
. Separate non-financial report 2023 (sustainability report),
. Proposal for the use of net profit 2023,
. Report of the Supervisory Board,
. Proposed resolutions on items 2 - 11b of the agenda,
. Remuneration report on item 7 of the agenda,
. Statement by the candidate for the election to the Supervisory Board pursuant to
Section 87 para 2 of the Stock Corporation Act,
. Curriculum vitae of the candidate up for election to the Supervisory Board,
. Report of the Management Board on the exclusion of subscription rights for the sale of repurchased shares
pursuant to Section 65 para 1b in conjunction with Section 171 para 1 in conjunction with Section 153 para 4 Stock
Corporation Act on items 11a and 11b of the agenda,
. Form for the grant of a proxy,
. Form for the revocation of a proxy,
. Invitation to the General Meeting.

III. Information on shareholders' rights pursuant to Sections 109, 110 and 118 of the Austrian Stock
Corporation Act

1. Addendum to the agenda by shareholders in accordance with Section 109 of the Austrian Stock Corporation
Act

Shareholders whose individual or aggregate shareholding equals 5% or more of the nominal capital and who have owned
these shares for at least three months before making their request, may request in text form that additional items be
put on the agenda of the General Meeting and published. Any such request by shareholders must be received in text form
due to Section 13 para 2 of the Austrian Stock Corporation Act by mail or courier no later than on 2 April 2024
(12:00 a.m., CEST) by the Company exclusively at the address Semperit Aktiengesellschaft Holding, Attn.: Mrs. Judit
Helenyi, Am Belvedere 10, 1100 Vienna, or by SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating ISIN AT0000785555
in the text), or by e-mail HV2024@semperitgroup.com. If text form within the meaning of Section 13 para 2 of the
Austrian Stock Corporation Act is prescribed for statements, statement must be made in a document or in another manner
suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the
statement must be made recognizable by reproduction of the signature or otherwise.

Each motion for an item to be put on the agenda must be accompanied by a proposal for a resolution with a statement of
reasons. The agenda item and the proposed resolution, but not its justification, must in any case also be written in
German. Proof of shareholder capacity shall be furnished by submitting a deposit certificate in accordance with
Section 10a of the Austrian Stock Corporation Act confirming that the applicant shareholder has been the continuous
holder of the shares for at least three months prior to the application and that the deposit certificate must not be
older than seven days at the time it is submitted to the Company. Several deposit certificates for shares, which only
together convey the shareholding of 5%, must refer to the same time (day, time).

With regard to the other requirements for the deposit certificate, see the information on the right to participate
(Item IV. of this Invitation).

In case of an additional item requested to be put on the agenda, the supplemented agenda will be announced publicly in
electronic form on the Company website www.semperitgroup.com under the menu items "Investor Relations" and "Annual
General Meeting" and no later than 4 April 2024 as well as in the same way as the original agenda (in the electronic
announcement and information platform of the Federal Government (EVI) by 9 April 2024 latest).

2. Proposals for resolutions by shareholders on the agenda in accordance with Section 110 of the Austrian
Stock Corporation Act

Shareholders whose individual or aggregate shareholding equals 1% or more of the nominal capital may submit proposed
resolutions in text form due to Section 13 para 2 of the Austrian Stock Corporation Act concerning any item on the
agenda, and request that these be made available on the Company website registered with the commercial register,
together with the names of the respective shareholders, a statement of reasons to be submitted together with the
proposal, and any comments of the Management Board or Supervisory Board. Requests of this kind will only be considered
when received by the Company no later than on 12 April 2024 (12:00 a.m., CEST) by mail to Semperit Aktiengesellschaft
Holding, Attn. Mrs. Judit Helenyi, Am Belvedere 10, 1100 Vienna, or by e-mail HV2024@semperitgroup.com, whereby the
request must be attached to the e-mail in text form within the meaning of Section 13 para 2 of the Austrian Stock
Corporation Act, for example as a PDF. If text form within the meaning of Section 13 para 2 of the Austrian Stock
Corporation Act is prescribed for statements, the statement must be made in a document or in another manner suitable
for permanent reproduction in writing, the person making the statement must be named and the conclusion of the
statement must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its
justification, must in any case also be written in German.

In case of a proposal for the election of a Supervisory Board member the statement of the proposed person pursuant to
Section 87 para 2 of the Austrian Stock Corporation Act replaces the statement of reasons.

For the purpose of providing proof of shareholder status it is sufficient if holders of deposited bearer shares submit
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