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EANS-General Meeting Semperit AG Holding / Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT

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23.03.2018, 23:19  |  1155   |   |   
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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23.03.2018

Semperit Aktiengesellschaft Holding
with its headquarters in Vienna
FN (Commercial Register Number) 112544 g
ISIN: AT0000785555

Invitation to the 129th Annual General Meeting

We hereby cordially invite our shareholders to the Annual General Meeting of
Semperit Aktiengesellschaft Holding to be held on Wednesday, 25 April 2018, at
10:00 a.m. CEST, at Tech Gate Vienna, Donau City Str. 1, 1220 Vienna.

In order that admission proceeds smoothly, shareholders are requested to bring a
photo identification and arrive in a timely manner prior to the General Meeting.
Admittance for the issuance of voting cards begins at 9:00 a.m. CEST.

AGENDA

1. Presentation of the adopted annual financial statements including the
management report and the corporate governance report, of the consolidated
financial statements including the group management report, of the presentation
of the proposal for the use of profit and of the report of the Supervisory Board
(sec 96 of the Austrian Stock Corporation Act) on the business year 2017

2. Adopting a resolution on the use of the net profit shown in the 2017 annual
financial statements

3. Adopting a resolution on the discharge of the Members of the Management Board
for the business year 2017
4. Adopting a resolution on the discharge of the Members of the Supervisory
Board for the business year 2017

5. Election of the auditor of the annual financial statements and consolidated
financial statements for the business year 2018

6. Elections to the Supervisory Board

7. Adopting a resolution on the compensation of Members of the Supervisory Board
for the business year 2017
8. Adopting a resolution on the comprehensive amendment and revision of the
Articles of Incorporation with the exception of the corporate objective, which
will not be amended

9a. Adopting a resolution on the further authorisation (valid up to not more
than 30 months of the resolution date) of the Management Board to purchase, with
the consent by the Supervisory Board, own shares of up to 10 % of the share
capital pursuant to section 65 para 1 rec. 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 26 April 2016 on item 10a of the agenda.

9b. 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 26 April 2016 on item 10b of the agenda.

10. Adopting a resolution on the creation of a new "authorized capital" while
safeguarding the statutory subscription right, also within the meaning of the
indirect subscription right pursuant to section 153 para 6 of the Austrian Stock
Corporation Act (AktG), but also with the authorization of the Management Board
to exclude subscription rights of shareholders in whole or in part with the
consent by the Supervisory Board, including the possibility of issuing new
shares against contributions in kind, with the cancellation of the "authorized
capital" in accordance with the resolution of the Annual General Meeting of 26
April 2016 on the 8th agenda item and resolution on the corresponding amendment
to article 5a of the Articles of Incorporation.

11a. Adopting a resolution on the authorization of the Management board to issue
convertible bonds with the approval by the Supervisory Board and on the
authorization of the Management board with the approval of the Supervisory Board
to exclude shareholders' subscription rights in full or in part, with the
cancellation of the corresponding authorization of the Management Board with
approval by the Supervisory Board to issue convertible bonds pursuant to the
Annual General Meeting Resolution of 26 April 2016 on agenda item 9a.

11b. Adopting a resolution on the conditional increase of the Company's share
capital in accordance with section 159 para 2 rec. 1 Austrian Stock Corporation
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