EANS-General Meeting

Semperit AG Holding / Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT - Seite 2

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
Act (AktG) for the issue to creditors of financial instruments (convertible
bonds), with cancellation of the "conditional capital" in accordance with the
Annual General Meeting resolution of 26 April 2016 on agenda item 9b and
corresponding amendment to article 5b of the Articles of Incorporation.

Opportunity for shareholders to inspect records pursuant to section 108 para 3
and 4 of the Stock Corporations Act ("AktG") (section 106 pt. 4 of the Stock