POLYTEC HOLDING AG

Invitation to the 19th ordinary Annual General Meeting

Shareholders' meeting according to article 107 section 3 AktG

Hörsching (pta029/12.04.2019/22:59) - .
POLYTEC Holding AG with Headquarters in Hörsching, FN 197646 g,
LEI 529900OVSOBJNXZACW81, ISIN AT0000A00XX9

Invitation to the 19th ordinary Annual General Meeting

We hereby invite our shareholders to the 19th ordinary Annual General Meeting of POLYTEC Holding AG to be held on Friday, 10 May 2019 at 10:00 am (CEST), at the company location Polytec-Strasse 1, A-4063 Hörsching, Austria.

AGENDA:

1. Presentation of the adopted annual financial statements including the management report, the consolidated financial statements including the group management report, the corporate governance report, the proposal for the appropriation of the profit and the Supervisory Board report for the 2018 financial year.

2. Resolution on the appropriation of the 2018 profit.

3. Resolution on the discharge of the members of the Board of Directors for the 2018 financial year.

4. Resolution on the discharge of the members of the Supervisory Board for the 2018 financial year.

5. Resolution on the remuneration for the members of the Supervisory Board for the 2018 financial year.

6. Resolution regarding the authorisation of the Board of Directors pursuant to § 65 (1) 8 of the Austrian Stock Corporation Act (AktG) to acquire treasury shares. Authorisation of the Board of Directors to withdraw treasury shares, as well as the authorisation of the Supervisory Board to agree amendments to the Articles of Association required owing to the withdrawal of shares.

7. Resolutions regarding:

a) The revocation of the authorised capital approval pursuant to the current version of clause 4.4. of the company Articles of Association.

And simultaneously

b) A renewal of the authorisation of the Board of Directors to increase the share capital of the company, at best in several tranches, within a maximum period of 3 (three) years after the entry of the appropriate amendment to the Articles of Association in the company register and with the consent of the Supervisory Board, against cash or a non-cash contribution of up to a nominal value of EUR 6,698,875.00 (six million, six hundred and ninety eight thousand, eight hundred and seventy five) through the issue of a maximum of 6,698,875 (six million, six hundred and ninety eight thousand, eight hundred and seventy five) new bearer shares with a nominal value of EUR 1.00 (one euro) each at a minimum issuing price of EUR 1.00 (one euro) each, up to EUR 29,028,460.00 (twenty nine million, twenty eight thousand, four hundred and sixty) and to determine the issuing price and the issuing conditions in agreement with the Supervisory Board (authorised capital).