EANS-General Meeting: Semperit AG Holding / Invitation to the General Meeting

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Semperit Aktiengesellschaft Holding
with its headquarters in Vienna
FN (Commercial Register Number) 112544 g
ISIN: AT0000785555

Invitation to the 127th Annual General Meeting

We hereby cordially invite our shareholders to the Annual General
Meeting of Semperit Aktiengesellschaft Holding to be held on Tuesday,
26 April 2016, at 10:00 a.m. CEST, at Tech Gate Vienna, Donau City
Str. 1, 1220 Vienna, Austria.

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

AGENDA 1. Presentation of the approved annual financial statements,
the management report and corporate governance report, along with the
consolidated financial statements and the group management report,
the proposal for the appropriation of the net profit and the report
of the Supervisory Board (Section 96 of the Austrian Stock
Corporation Act (AktG)) for the 2015 financial year

2. Resolution on the appropriation of the net profit

3. Resolution on the discharge of the members of the Management Board
for the 2015 financial year

4. Resolution on the discharge of the members of the Supervisory
Board for the 2015 financial year

5. Appointment of the auditor of the annual financial statements and
the consolidated financial statements for the 2016 financial year

6. Election of members to the Supervisory Board

7. Resolution on the remuneration of the Supervisory Board

8. Resolution on the revocation of the existing authorisation of the
Management Board to increase the capital in accordance with Section
169 of the AktG (authorised capital) with a simultaneous
authorisation of the Management Board to increase the capital
pursuant to Section 169 of the AktG (authorised capital) against cash
and/or contributions in kind together with the authorisation of the
Management Board to partially exclude subscription rights, and on the
corresponding amendment to the Articles of Association

9a. Resolution on the revocation of the existing authorisation of the
Management Board to increase the capital in accordance with Section
174 of the AktG with a simultaneous authorisation of the Management
Board to issue convertible bonds pursuant to Section 174 of the AktG
together with the authorisation to partially exclude subscription
rights

9b. Resolution on the revocation of the existing conditional capital
increase in accordance with Section 159 (2) (1) of the AktG with a
simultaneous conditional capital increase pursuant to Section 159 (2)
(1) of the AktG in order to service the convertible bonds in
accordance with agenda item 9a, and on the corresponding amendment to
the Articles of Association

10a. Resolution on the revocation of the existing authorisation to
repurchase own shares in accordance with Section 65 (1) (8) of the
AktG from 29 April 2014 with a simultaneous authorisation of the
Management Board to repurchase and, if applicable, retire own shares
up to the legally permitted maximum of 10% of the share capital for a
period of 30 months from the adoption of the resolution in the Annual
General Meeting in accordance with Section 65 (1) (8) of the AktG

10b. Resolution on the revocation of the existing authorisation in
accordance with Section 65 (1b) of the AktG from 29 April 2014 with a
simultaneous authorisation of the Management Board pursuant to
Section 65 (1b) of the AktG to decide with the consent of the
Supervisory Board on a different method of selling shares than via
the stock exchange or through a public offer, and on a possible
exclusion of the pre-emption rights (subscription rights) of
shareholders

11. Additional amendments to the Articles of Association in sections
2, 7, 15, 18 and 24

DOCUMENTS FOR THE ANNUAL GENERAL MEETING The following documents will
be available as of 5 April 2016 for inspection by shareholders at the
business premises of the Company's headquarters located at
Modecenterstrasse 22, 1031 Vienna, Department of Investor Relations:
- Financial statements including management report, - Corporate
governance report, - Consolidated financial statements including
group management report, - Proposal for the appropriation of the net
profit, - Report of the Supervisory Board, each for the 2015
financial year; - Draft resolutions on items 2 - 11 of the agenda; -
Report from the Management Board in accordance with Section 171 (1)
in conjunction with Section 153 (4) of the AktG on ITEM 8; - Report
from the Management Board in accordance with Section 174 (4) in
conjunction with Section 153 (4) of the AktG on ITEM 9; - Report from
the Management Board in accordance with Section 65 (1b) in
conjunction with Section 171 (1) in conjunction with Section 153 (4)
of the AktG on ITEM 10; - Statements by the candidates for the
elections to the Supervisory Board on ITEM 6 pursuant to Section 87
(2) of the AktG together with their curriculum vitae.

These documents, as well as the complete text of this convocation and
the form for granting and revoking a proxy are furthermore accessible
as of 5 April 2016 on the Company's website at
www.semperitgroup.com/ir and will also be available at the Annual
General Meeting.

INFORMATION ON SHAREHOLDER RIGHTS PURSUANT TO SECTIONS 109, 110 AND
118 OF THE AKTG Additions to the agenda (Section 109 of the AktG)
Section 109 of the AktG stipulates that shareholders who together
hold shares amounting to at least 5% of the share capital and who
have owned these shares for at least three months before making their
request may request in writing that additional items be included in
the agenda of this Annual General Meeting and be made known. Each
requested addition to the agenda must include a draft resolution and
an explanation of the reasons for the proposal. If a proposal is made
to elect a member of the Supervisory Board, then instead of a
statement of reasons a statement is to be made regarding the person
proposed in accordance with Section 87 (2) of the AktG.

The wording of the agenda item and the draft resolution must (also)
be presented in a German version.

In order to demonstrate status as a shareholder in order to exercise
this shareholder right it is sufficient to present a safe custody
receipt in accordance with Section 10a of the AktG which confirms
that the shareholders making the request have been owners of the
shares for at least three months before so doing. Said safe custody
receipt may be no older than seven days on the date of submission to
the Company. Refer to the statements about the right to participate
in the meeting for information about further requirements regarding
the safe custody receipt.

Such a request shall be considered only if it arrives at the Company
in writing by no later than 5 April 2016 at one of the following
addresses:

By mail or courier: Semperit AG Holding Attn: Legal Department
Modecenterstrasse 22 1031 Vienna By e-mail:
investor@semperitgroup.com, in which case a qualified electronic
signature pursuant to Section 4 of the Austrian Digital Signature Act
(SigG) is necessary when making submissions by e-mail

Draft resolutions on agenda items (Section 110 of the AktG) Section
110 of the AktG stipulates that shareholders whose aggregate
shareholdings equal 1% or more of the Company's share capital may
propose draft resolutions in writing in respect to each item on the
agenda of this Annual General Meeting accompanied by a statement
explaining the reasons for such a proposal. They may additionally
request that these proposals and statements along with any response
by the Management Board or Supervisory Board be made available on the
Company's website together with the names of the relevant
shareholders.

If a proposal is made to elect a member of the Supervisory Board,
then instead of a statement of reasons a statement is to be made
regarding the person proposed in accordance with Section 87 (2) of
the AktG.

The draft resolution must (also) be presented in a German version.

A safe custody receipt in accordance with Section 10a of the AktG
shall suffice as proof of shareholder status to exercise
shareholder's rights, provided that the safe custody receipt is not
more than seven days old at the time it is submitted to the Company.
Refer to the statements about the right to participate in the meeting
for information about further requirements regarding the safe custody
receipt.

Such a request shall be considered only if it arrives at the Company
in writing by no later than 15 April 2016 at one of the following
addresses:

By mail or courier: Semperit AG Holding Attn: Legal Department
Modecenterstrasse 22 1031 Vienna By fax: +43 (0)1 / 79777 - 601 By
e-mail: investor@semperitgroup.com, in which case the request must be
attached to the e-mail in writing, for example as a PDF file

Section 119 (2) of the AktG stipulates that a vote is to be held on a
draft resolution, which has been made known on the Company's website
in accordance with Section 110 of the AktG, only if it has been
repeated as a motion in the Annual General Meeting.

Right of information (Section 118 of the AktG) Section 118 of the
AktG stipulates that every shareholder attending the Annual General
Meeting is entitled upon request to be provided with information
concerning the Company's affairs, to the extent that this information
is required to enable the shareholder to properly evaluate an item on
the agenda. The right of information also includes the legal and
business relations of the Company to an affiliated business.

If the consolidated financial statements and the management report
are presented at the Annual General Meeting of a parent company
(Section 189a (6) of the Austrian Corporate Code (UGB)), the right of
information also includes the position of the group and the companies
included in the consolidated financial statements.

The information does not have to be provided if such information
could, based on sound business judgement, be used to significantly
prejudice the position of the Company or an affiliated business, or
if communicating said information would constitute a criminal
offence. Information also does not have to be provided if it was
continuously available on the web site of the Company in the form of
questions and answers at least seven days before the start of the
Annual General Meeting. The reason for any refusal to provide the
information must be stated.

Motions during the Annual General Meeting (Section 119 of the AktG)
Section 119 of the AktG stipulates that every shareholder, the
Management Board and the Supervisory Board are entitled to submit a
motion on any agenda item during the Annual General Meeting. A
resolution may not be adopted regarding a topic of discussion that
was not properly announced as an agenda item.

Section 87 (6) of the AktG stipulates that the Company must announce
on its website the proposed candidates for election to the
Supervisory Board together with statements in accordance with section
87 (2) of the AktG for each proposed person by no later than five
working days prior to the Annual General Meeting, i.e. on 19 April
2016. Failing to do so means the person concerned may not be included
in the vote. The submission of a corresponding motion at the Annual
General Meeting is therefore not possible.

RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING The right
to participate in the Annual General Meeting and to exercise voting
rights and all other shareholder rights in the course of the Annual
General Meeting depend on the shares owned at the end of the tenth
day prior to the date of the Annual General Meeting, i.e. 16 April
2016, 12:00 midnight (Record Date of the Annual General Meeting).
Only persons who are shareholders on this Record Date and have
demonstrated this to the Company are entitled to attend the Annual
General Meeting.

Bearer shares held in a securities account A safe custody receipt
pursuant to Section 10a of the AktG shall suffice as proof of
shareholding for bearer shares kept in custody as of the Record Date,
provided that this receipt is received by the Company no later than
21 April 2016 and exclusively at one of the following addresses.

By mail or courier:
Notary Huppmann, Poindl & Partner
Brandstätte 6

1010 Vienna By fax: +43(0)1 512 28 65-21 By e-mail:
semperit2016hv@nhp.at, in which case the safe custody receipt must be
attached to the e-mail in writing, for example as a PDF file By
SWIFT: GIBAATWGGMS (message type MT598, must include ISIN
AT0000785555 in the text)

Safe custody receipt pursuant to Section 10a of the AktG The safe
custody receipt is to be issued by a depositary bank based in a
member state of the European Economic Area or in a full member state
of the OECD, and must contain at least the following:

- Information on the issuer: name/company name and address or code
commonly used for interbank transactions (SWIFT CODE), - Information
on the shareholder: name/company name and address, in the case of
natural persons additionally the date of birth, in the case of legal
entities, if applicable, additionally the commercial register and
registration number under which the entity is registered in its
country of origin, - Information on the shares: number of shares held
by the shareholder, ISIN AT0000785555, - Securities account number or
other designation, - Date and, if appropriate, the time period to
which the safe custody receipt refers.

If the safe custody receipt is intended as proof of shareholder
status, it may be no older than seven days at the time of submission
to the Company.

The safe custody receipt as proof of shareholding for the right to
participate in the Annual General Meeting must relate to the
aforementioned Record Date, 16 April 2016, 12:00 midnight.

The safe custody receipt will be accepted in either German or
English. The safe custody receipt must be in writing.

Registering to attend the Annual General Meeting or submitting a safe
custody receipt does not in any way block shareholders with regard to
their shares; they may continue to freely dispose of their shares
after registering or submitting a safe custody receipt.

PARTICIPATION BY PROXY Every shareholder entitled to participate in
the Annual General Meeting has the right to appoint a representative
who will attend the meeting on behalf of the shareholder and who is
vested with the same rights as the shareholder whom he/she
represents. The Company itself or a member of the Management Board or
Supervisory Board may exercise the voting right as a proxy holder
only if the shareholder has issued an explicit instruction on the
individual agenda items.

The proxy must be conferred on a specific person (natural or legal)
in writing. Several persons may also receive proxies.

The proxy must be received by the Company exclusively at one of the
following addresses:

By mail or courier:
Notary Huppmann, Poindl & Partner
Brandstätte 6

1010 Vienna By fax: +43(0)1 512 28 65-21 By e-mail:
semperit2016hv@nhp.at, in which case the proxy must be attached to
the email in writing, for example as a PDF file Personally: by
registering at the Annual General Meeting

If the proxy will not be personally submitted when registering at the
Annual General Meeting, the proxy must arrive at the Company no later
than 21 April 2016 at one of the aforementioned addresses.

Upon request, a proxy form and a form for the revocation of the proxy
will be sent to the shareholder. These forms are also available on
the Company's website at www.semperitgroup.com/ir.

If a shareholder has appointed the credit institution maintaining his
or her securities account as the proxy holder, the credit institute
only needs to submit notification of its appointment as the proxy
holder in addition to the safe custody receipt. The aforementioned
requirements applying to the submission of the safe custody receipt
shall apply analogously to the submission of this notification.

The requirements listed above for the appointment of a proxy holder
shall apply analogously to the revocation of the proxy.

As a special service, shareholders are provided the option of having
their voting right exercised at the Annual General Meeting in
accordance with their instructions by a representative of the
Interessenverband für Anleger (Association for Investors), IVA,
Feldmühlgasse 22/4, 1130 Vienna. It is currently planned that Dr
Michael Knap from IVA will represent these shareholders at the Annual
General Meeting. In order to grant a proxy to Dr Michael Knap a
special proxy form is available on the Company's website at
www.semperitgroup.com/ir. This special form must be received by the
Company exclusively at one of the aforementioned addresses (fax,
e-mail, mail/courier, in person when registering) for the submission
of proxies.

In addition, it is also possible to contact Dr Michael Knap from IVA
directly at tel. +43 1 8763343 - 30, +43 664 2138740, fax +43 1
8763343 - 39 or via e-mail at michael.knap@iva.or.at.

The shareholder shall instruct Dr Michael Knap how he (or perhaps a
representative authorised by Dr Michael Knap) is to exercise the
voting right. Dr Michael Knap shall exercise the voting right solely
on the basis of the instructions issued by the shareholder. Without
explicit instructions the proxy is invalid.

Please note that the proxy holder does not accept instructions for
requests to speak, for filing notices of opposition against
shareholder resolutions or for raising questions or motions.

Total number of shares and voting rights The share capital of the
Company amounts to EUR 21,358,996.53 at the date of the convocation
of the Annual General Meeting, and is divided into 20,573,434 bearer
shares, of which 20,573,434 shares are entitled to vote in the Annual
General Meeting. Each share entitles the holder to one vote. The
Company does not own any treasury stock.

Vienna, March 2016

The Management Board

Further inquiry note:
Martina Büchele
Head of Group Communications
Tel.: +43 676 8715 8621
martina.buechele@semperitgroup.com

Stefan Marin
Head of Investor Relations
Tel.: +43 676 8715 8210
stefan.marin@semperitgroup.com

www.semperitgroup.com

end of announcement euro adhoc
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issuer: Semperit AG Holding
Modecenterstrasse 22
A-1030 Wien
phone: +43 1 79 777-210
FAX: +43 1 79 777-602
mail: investor@semperitgroup.com
WWW: www.semperitgroup.com
sector: Synthetics & Plastics
ISIN: AT0000785555
indexes: WBI, ATX Prime, ViDX, Prime Market, ATX Global Players
stockmarkets: official market: Wien
language: English