EQS-AGM: Semperit AG Holding: Invitation to the 134th Annual General Meeting

Semperit Aktiengesellschaft Holding

with its registered office in Vienna

FN (Commercial Register Number) 112544 g

ISIN: AT0000785555

(Company)

Invitation to the

134^th Annual General Meeting of

Semperit Aktiengesellschaft Holding

to be held on Tuesday, 25 April 2023, at 10:00 a.m. (CEST)

at Novotel Wien Hauptbahnhof, Canettistraße 6, 1100 Vienna.

I. Agenda

II. Documents for the Annual 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 (AktG) will be available for inspection no later than on 4 April 2023 on the Company website www.semperitgroup.com under the menu items Investor Relations and General Meeting:

• Annual financial report 2022, including:
  • Annual financial statements including the management report,
  • Consolidated financial statements including the group management report,
• Corporate governance report 2022,
• Separate non-financial report 2022 (sustainability report),
• Proposal for the use of net profit 2022,
• Report of the Supervisory Board,
• Proposed resolutions on items 2 10b of the agenda,
• Remuneration report on item 7 of the agenda,
• Statements by candidates for the election to the Supervisory Board pursuant to Section 87 para 2 of the Austrian Stock Corporation Act,
• Curriculum vitae of the candidates up for election to the Supervisory Board,
• Report of the Executive Board on the exclusion of subscription rights in the authorized capital pursuant to Section 170 para 2 in conjunction with Section 153 para 4 sentence 2 Austrian Stock Corporation Act - item 9 of the agenda,
• Report of the Executive Board on the exclusion of subscription rights in connection with convertible bonds pursuant to Section 174 para 4 in conjunction with Section 153 para 4 Austrian Stock Corporation Act - item 10 of the agenda,
• Form for the grant of a proxy,
• Form for the revocation of a proxy,
• Invitation to the Annual General Meeting.

Shareholders whose individual or aggregate shareholding equals five percent 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 4 April 2023 (12:00 a.m., CEST) by the Company exclusively at the address Semperit Aktiengesellschaft Holding, Attn.: Ms. 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 HV2023@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 General Meeting and no later than 6 April 2023 as well as in the same way as the original agenda (in the official gazette to the Wiener Zeitung) no later than 11 April 2023.

Shareholders whose individual or aggregate shareholding equals one percent 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 Executive Board or Supervisory Board. Requests of this kind will only be considered when received by the Company no later than on 14 April 2022 (12:00 a.m., CEST) by mail to Semperit Aktiengesellschaft Holding, Attn. Ms.  Judit Helenyi, Am Belvedere 10, 1100 Vienna, or by e-mail HV2023@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 a deposit certificate pursuant to Section 10a of the Austrian Stock Corporation Act. The deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 1%, 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).

Pursuant to Section 86 para 7 of the Austrian Stock Corporation Act, the Supervisory Board must consist of at least 30% women and at least 30% men. The number of persons must be rounded up to the nearest whole number, whereby the number must be rounded up if the calculated minimum proportion has a decimal place of at least 5. No objection was raised pursuant to Section 86 para 9 of the Austrian Stock Corporation Act. With a current total of 10 Supervisory Board members, the minimum proportion for women and men is 3 persons each. With a total of 11 Supervisory Board members, the minimum proportion for women and men is 3 persons each (rounded down).

Any shareholder shall be provided with information on the Companys affairs upon request at the General Meeting to the extent that such information is required for proper assessment of an item on the agenda. This obligation to provide information shall also extend to the legal and business relationships of the Company with affiliated companies, the state of affairs of the group, and the companies included in the consolidated financial statements.
 

The Company may deny providing information to the extent that according to sound business judgment it might cause material damage to the Company or any affiliated company or if providing such information would constitute a punishable offense.

The requirement for exercising the shareholders' right to information is the proof of right to attend (item IV. of the invitation).

For the purpose of providing proof of shareholder status in order to exercise the above mentioned shareholders rights it is sufficient if holders of deposited bearer shares submit a deposit certificate (Depotbestätigung) within the meaning of Section 10a Austrian Stock Corporation Act. A deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company.

Further information on shareholders rights, in particular under sections 109, 110 and 118 of the Austrian Stock Corporation Act, is also available on the company website www.semperitgroup.com under the menu items Investor Relations and General Meeting.

Any shareholder entitled to attend the General Meeting shall be entitled to appoint a natural or legal person as proxy holder. The proxy holder may attend the General Meeting on behalf of the shareholder and will have the same rights as the shareholder represented. The Company itself or a member of the Executive Board or Supervisory Board may exercise voting rights as a proxy holder only insofar as the shareholder has explicitly provided detailed voting instructions regarding the individual items of the agenda.

The proxy must be granted to a specific person. A proxy in text form shall be sufficient in any case. If a shareholder has granted power of proxy to the depositary bank (Section 10a of the Austrian Stock Corporation Act) it shall be sufficient if in addition to submitting the deposit certificate the bank makes a statement that it has been granted power of proxy. It is also possible to grant power of proxy to multiple persons. Forms for granting power of proxy which may also be used to grant limited power of proxy are available on the Company website www.semperitgroup.com under the menu items Investor Relations and General Meeting.

The proxy must be received no later than on 24 April 2023, 12:00 p.m. (CEST) exclusively to the following addresses:

1. E-mail address anmeldung.semperitgroup@hauptversammlung.at;
2. By SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating ISIN AT 0000785555 in the text),

whereby the proxy must be attached to the E-mail in text form, e.g., as PDF-file, and will be kept by the Company.

On the day of the General Meeting the proxy may only be submitted upon registration for the General Meeting at the venue of the meeting. The aforementioned provisions on granting power of proxy apply analogously to the revocation of power of proxy. Any revocation shall be valid only when received at one of the aforementioned addresses respectively by the Company.

As a special, free of charge service, shareholders who are not able or do not wish to attend the General Meeting in person may have their voting rights in the General Meeting exercised by Mrs Verena Brauner as representative of the Interessenverband für Anleger (IVA, Austrian Association of Investors). As independent proxy holder Mrs Verena Brauner will exercise the voting rights exclusively in accordance with and bound by voting instructions given by the respective shareholders regarding the individual items of the agenda. Proxies without explicit voting instructions are invalid. Shareholders intending to grant power of proxy are not obliged to appoint Mrs Verena Brauner as their proxy holder. A special form for granting power of proxy or revocation of proxy to Mrs Verena Brauner may be downloaded at the Company website www.semperitgroup.com under the menu items Investor Relations and General Meeting. The proxy granted to Mrs Verena Brauner must be received no later than on 24 April 2023, 12:00 p.m. (CEST) exclusively through one of the following addresses:

1. E-mail address brauner.semperitgroup@hauptversammlung.at
2. By SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating ISIN AT 0000785555 in the text),

 whereby the proxy must be attached to the E-mail in text form, e.g. as PDF-file, and will be kept by the Company.

Further information on the granting of proxy to Mrs Verena Brauner is also available under Information on Shareholders rights on the Company website www.semperitgroup.com under the menu items Investor Relations and General Meeting. Shareholders may also contact Mrs Verena Brauner directly by tel: +43 1 305 0291.

Pursuant to Section 111 para 1 of the Austrian Stock Corporation Act, the right to attend the General Meeting and to exercise the shareholders rights that are exercised during the General Meeting is determined by the shares held at the end of the tenth day before the date of the General Meeting (Record Date), therefore by the shares held on 15 April 2023, 12:00 a.m. (CEST).

Participation in the General Meeting is limited to persons who are shareholders on the Record Date and supply proof thereof to the Company.

In case of deposited bearer shares proof of shareholding at the Record Date is provided by submitting a deposit certificate pursuant to Section 10a of the Austrian Stock Corporation Act. The deposit certificate shall be issued by the depositary bank based in a member state of the European Economic Area or in a full member state of the OECD. The deposit certificate must contain at least the information required according to Section 10a para 2 of the Austrian Stock Corporation Act. Deposit certificates will be accepted in German and English.

Proof of shareholder status at the Record Date in the form of a deposit certificate must be received no later than on the third working day before the General Meeting, i.e., by 20 April 2023 exclusively through one of the following addresses:

Further information on the conditions of participation in the General Meeting is also available on the Company website at www.semperitgroup.com under the menu items Investor Relations and General Meeting.

Semperit AG Holding processes personal data of shareholders (in particular those pursuant to Section 10a para 2 Austrian Stock Corporation Act, i.e. name, address, date of birth, number of the securities deposit, number of shares of the shareholder, number of the voting card and, if applicable, name and date of birth of the independent proxy) on the basis of the applicable data protection regulations, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG), in order to enable shareholders to exercise their rights at the General Meeting.

In this connection the shareholders personal data is processed for the following purposes:

• Organization and holding of General Meetings, including verification of the right to attend/power of proxy and determination of the voting ratio
• Participation and the exercise of shareholder rights in the General meeting
• Preparation of registration, power of proxy and attendance lists
• Preparation of the minutes of the General Meeting
• Fulfillment of compliance obligations, including recording, disclosure and reporting obligations.

The processing of the shareholders' personal data is mandatory for the participation of shareholders and their representatives in the General Meeting in accordance with the Austrian Stock Corporation Act. The legal basis for the processing therefore is Art 6 sub-section 1 lit c GDPR (compliance with a legal obligation). For the processing Semperit AG Holding is controller as defined in Art 4 pt. 7 GDPR.

Semperit AG Holding uses external service providers, such as notaries, lawyers, banks and IT service providers, for the purpose of organizing the General Meeting. These service providers receive only such personal data from Semperit AG Holding as is necessary for the performance of the commissioned service, and, where they are processors as defined in Art 4 no. 8 GDPR, process the data solely on instructions of Semperit AG Holding. Where legally required, Semperit AG Holding has concluded a data protection agreement with these service providers.

If a shareholder participates in the General Meeting, the members of the Executive Board and Supervisory Board, the notary and any other person with a legal right to attend may view the list of participants stipulated by statute (Section 117 Austrian Stock Corporation Act) and thereby also have access to the personal data contained therein (inter alia name, place of residence, shareholding relationship). Semperit AG Holding also has the statutory obligation to submit the shareholders personal data (in particular the list of participants) to the commercial register at the competent commercial register court (Section 120 Austrian Stock Corporation Act) as part of the notarial protocol.

In addition, the shareholders personal data may also be transferred to the competent authorities or bodies if necessary.

Shareholders' data will be anonymized or deleted as soon as it is no longer necessary for the purposes for which it was collected or processed, and no other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particular from corporate, stock corporation and takeover law, from tax and duties law as well as from anti money laundering regulations. If legal claims are made by shareholders against Semperit AG Holding or vice versa by Semperit AG Holding against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with proceedings before civil courts, this can lead to storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to its legally binding conclusion.

Every shareholder has a right to access, rectification, restriction, objection and deletion at any time with regard to the processing of personal data as well as a right to data portability in accordance with Chapter III GDPR. Shareholders can assert these rights against Semperit AG Holding free of charge by contacting the E-mail address data.privacy@semperitgroup.com or by using the following contact details:

Semperit AG Holding Attn.: Rechtsabteilung, Am Belvedere 10, 1100 Vienna.

In addition, shareholders have the right to lodge a complaint with the data protection supervisory authority pursuant to Art 77 GDPR.

Further information on data protection can be found in the data protection declaration on the website of Semperit AG Holding www.semperitgroup.com.

VI. Total number of shares and voting rights at the date of convocation

At the date of convocation of the General Meeting, the nominal capital of Semperit AG Holding amounts to EUR 21,358,996.53 and is divided into 20,573,434 no-par value bearer shares. Each no-par value share grants one vote at the General Meeting.

The Company does not hold any treasury shares at the time of convening the General Meeting.

There are no multiple classes of shares.

This document is published in German and in a non-binding English convenience translation.

Vienna, March 2023

The Executive Board