Semperit Holding

1. GENERAL

The Compliance Directive developed in accordance with § 12 of the Emittenten-Compliance-Verordnung (Compliance Decree for Issuers, in short: “CDI“) applies to all employees of Semperit AG Holding, as well as to all members of the management of those companies in Austria, which are to be considered as associated companies to Semperit AG Holding pursuant to § 228 Para. 3 Austrian Commercial Code (in short: "Semperit Group companies”), and to other specified individuals, who have been contracted to work on behalf of Semperit AG Holding or the Semperit Group companies.

The compliance guidelines contained in this document are to be considered as an unqualified binding directive for the employees of Semperit AG Holding, within the framework of their existing employment contracts as well as for other persons working on behalf of Semperit AG HOLDING within the context of a supplemental contractual agreement. In addition, the Compliance Directive is to be considered as a binding instruction applying to all managers of Semperit Group companies. Accordingly, they are required to inform all employees of the Semperit Group companies and other persons working on behalf of these companies of the necessity to adhere to the behavioural code contained in this Compliance Directive.

[Target: Executive Board]

In accordance with § 13 paragraph 1 of the CDI, the Executive Board is responsible for the implementation of and adherence to the CDI. The objective is the prevention of the abusive employment or relaying of insider information. To attain this, the Executive Board of Semperit AG has issued this Compliance Directive.

Managers are responsible for the adherence to the compliance directive in their respective areas of responsibility. This primarily entails ensuring the adherence to the decrees pertaining to the handling of insider information (Point 4) and the one involving the relaying of insider information (Point 5), and the monitoring on an ongoing basis of the Compliance Directive.

The Compliance Directive encompasses the following (§ 12 CDI).

Information on the legal prohibition applying to the misuse of insider information, as well as

1. Rules applying to the setting up of confidentiality areas;
2. Rules pertaining to the handling of insider information, in particular provisions designed to prevent the misuse of insider information;
3. Instructions relating to the transfer and dissemination of insider information;
4. Rules relating to the duration of restricted periods before the announcement of quarterly or annual results;
5. Instructions pertaining to Directors’ Dealings Reports;
6. Instructions on insider lists (Compliance Register);
7. Rules concerning the duties and powers of the Compliance Officer;
8. Instructions pertaining to the possible civil law and labour law consequences resulting from violations of this Compliance Directive and
9. Information relating to the ad-hoc publication and disclosure of new facts.

The Compliance Directive is to be interpreted in such a manner which enables the greatest possible compliance with the literal meaning and purpose of the insider and compliance provisions contained in the Austrian Stock Exchange Act (Börsegesetz) and the Compliance Decree for issuers in their current and binding versions.

This Compliance Directive 2010 of Semperit AG Holding takes effect on March 1, 2011, and replaces the former Compliance Directive of 2005.

2.1. Contents of the insider legal prohibition

Any person who consciously acts as an insider, possessing information about a specified confidential fact (insider information), which is related to the shares (financial instruments) of Semperit AG Holding, and which, if this information was made public, would be in a position to have a considerable influence on the share price of the Company’s shares, or, who intentionally makes use of this information in securities trading, in order to generate a financial gain for himself or a third party, by

• buying or selling the respective share or financial instrument, or offering or advising their purchase or sale to a third party or
• making this insider information accessible to a third person, without being instructed or required to do so,

is to be sentenced by a court to a term of imprisonment of up to three years; in cases in which the deed gives rise to a pecuniary advantage whose value exceeds EUR 50,000, this term of imprisonment is to amount from six months to up to five years or a fine of up to 360 daily rates (§ 48b Para. 1 Austrian Stock Exchange Act).

An individual who is not an insider, but who consciously and intentionally makes use of certain insider information which he has received or procured, in order to generate a financial gain for himself or a third party by buying or selling financial instruments, is to be sentenced by a court to a term of imprisonment of up to one year or a fine of up to 360 daily rates; in cases in which the deed gives rise to a pecuniary advantage whose value exceeds EUR 50,000, however, to a term of imprisonment of up to 3 years (§ 48b Para. 2 Austrian Stock Exchange Act)

A person is also subject to punishment if he or she makes use of insider information, whether this use is predicated upon awareness of this status or upon grossly negligent unawareness of its being insider information, even if no financial gain is generated or no conscious attempt is made to generate a financial gain (sentence of up to six months imprisonment, or a fine of up to 360 daily rates, § 48b Para. 3 Austrian Stock Exchange Act).

According to prevailing legal regulations, an insider is a person who, due to his profession, occupation, duties or interest held (shareholding) in the equity capital of Semperit AG Holding, has access to insider information (§ 48b Para. 4 Austrian Stock Exchange Act).

Pursuant to current legal regulations, a financial instrument is primarily considered to be shares, or options on shares of Semperit AG Holding, inasmuch as they have been admitted for trading on a stock exchange (§ 48a Para. 1 Line 3 Austrian Stock Exchange Act).

2.2. Definitions

a) "Insider" (§ 48b Para. 4 Austrian Stock Exchange Act)

Insiders comprise all employees of Semperit AG Holding and its subsidiaries, as well as all individuals working on behalf of the Company, including the members of the Management Board and the Supervisory Board of Semperit AG Holding and its subsidiaries, as well as their lawyers, auditors, tax advisors, employees of their PR agencies, etc., if and when these persons have access to insider information (see 2.2.b. below).

b) "Insider information" (§ 3 CDI, § 48a Para. 1 Austrian Stock Exchange Act)

Insider information in the spirit of the law is specified information relating to a security or an issuer which is not yet known to a broader group of investors, and, if this information were to publicly known, could have a considerable impact on the price of this particular security.

Accordingly, insider information may include information about the following:

• Buying, selling and exchange orders (e.g. public takeover bids, offers to sell sales, share exchange offers, settlement offers) which relate to securities (shares) of Semperit AG Holding;
• Company law measures (e.g. share issues, capital increases, capital decreases, changes in a company’s legal form, amount on the proposed dividend payments, changes in dividend policies, liquidation, insolvency, settlements, internal restructuring or re-organisational processes, significant changes in the corporate structure);
• The business activities of Semperit AG Holding (extraordinary changes in the management or in the value of the orders on hand, in particular future large-scale contracts, important changes in pricing or marketing, extraordinary investments, the development of new products and services, important new inventions, innovations or developmental results, granting of licenses or patents, acquisition or sale of shareholdings in companies, the merger and acquisition or divestiture of other companies, extraordinary increases or reductions in staff, interruption of business activities, court or arbitration proceedings outside the normal course of business, public inquiries, potential lawsuits, rulings in court cases or related developments, important financial data such as profits, revenue, cash flow, assumption of major obligations or extraordinary liabilities, major changes in the cost or price structure, revised profit expectations, business results or the performance outlook).
• External factors (the acquisition of stakes in Semperit AG Holding, the valuation of Semperit AG Holding by external rating agencies, takeover offers made to the shareholders of Semperit AG Holding).

In contrast, the dissemination of facts which have already been publicly announced, regardless of the suitability of these facts to influence the share price of the traded security, does not constitute the unauthorised distribution or use of insider information. A fact is also considered to be publicly known, when this information has been made accessible to the particular target group interested in securities trading (more information is provided below).

c) Transfer of insider information

As explained earlier, § 48b Austrian Stock Exchange Act stipulates that insiders are not only forbidden from trading with securities and passing on buying or selling recommendations to third parties, but are also prohibited from transferring information, inasmuch as these activities are carried out by using specified insider information.

Nevertheless, it is permissible to transfer insider information within the company in accordance with this Compliance Directive.

Similarly, the transfer of information to specified third parties (e.g. management or PR consultants, chartered accountants or lawyers) is deemed permissible - unless these third parties are already obliged to maintain confidentiality by existing legal regulations or rules of professional conduct - if the third parties have committed themselves by signing a non-disclosure agreement to keep insider information confidential and not to misuse the information in any manner, pursuant to § 48b Austrian Stock Exchange Act.

d) On the term “Confidentiality Area” (§ 3 N 3 CDI)

Confidentiality areas are those corporate areas set up on a permanent or on a temporary basis (project-derived) to which persons have regular or occasion-determined access to insider information.

3.1. General

Semperit AG Holding serves as the holding for the Semperit Group companies. It does not employ more than 50 people. Accordingly, Semperit AG Holding has the right, pursuant to § 4 Para. 2 CDI, to set up one single Confidentiality Area, irrespective of the fact that different segments within the company exist.

All members of the management as well as the employees of Semperit AG Holding, as well as other individuals working on behalf of Semperit AG Holding, if required, will be duly and properly notified of any potential changes in the structural composition of the Confidentiality Area.

In addition to the permanent Confidentiality Area, the Compliance Officer, together with the Management Board of Semperit AG Holding, can set up temporary (project-related) confidentiality areas. The persons included in this temporary Confidentiality Area, as well as the beginning, end, designation and activities of the Confidentiality Area, must be recorded and reported to the Compliance Officer (§ 4 Para. 3 CDI).

The Compliance Officer is required to notify the affected individuals in the confidentiality areas, in an appropriate manner, that they are working in an area in which it is to be expected that insider information may occur (§ 4 Para. 5 CDI).

3.2 Confidentiality Area ”Holding”

The Confidentiality Area ”Holding” encompasses

• all the members of the Company’s management,
• the employees or departments assigned to these members of the management team, who are continually concerned with the business activities of Semperit AG Holding (employees in the finance, accounting, controlling, legal and IT departments).
• PR consultants and chartered accountants of Semperit AG Holding who are involved with the business activities of Semperit AG Holding on an ongoing basis.

3.3 Confidentiality Area “Supervisory Board“

The Confidentiality Area “Supervisory Board“ encompasses all the members of the Supervisory Board of Semperit AG Holding, the Supervisory Board of SEMPERIT TECHNISCHE PRODUKTE GESELLSCHAFT M.B.H as well as the employees and supervisory bodies of these companies.

The Confidentiality Area “Supervisory Board” encompasses all members – including those elected by the annual general assembly or by the general assembly of shareholders, and those seconded by the Works Council – of this board.

4.1. General

The members of a Confidentiality Area, and other specified individuals, are required to adhere to the following rules:

Documents containing insider information may only be distributed when marked as personal and confidential.

Documents and externally stored data (in particular floppy disks and CD ROMs) which contain insider information have to be stored in such a manner (stored especially under locked conditions) as to prevent access by persons who are not professionally involved with processing the insider information.

Computer programmes and files in computers where insider information is processed and stored, as well as electronic mail (e-mails) which contain insider information shall only be accessible via user-IDs and passwords. Employees who work with computers processing insider information shall make sure that they switch off the system in such a manner as to prevent persons who are not professionally involved with the insider information from gaining access to the particular computer programmes, files or electronic mail.

Staff members working on a part-time basis for Semperit AG Holding are allowed to secure data and programs only on those computers and servers owned by Semperit AG Holding.

Code names should be assigned to sensitive projects.

The Compliance Officer must approve the form and contents of internal memos which potentially contain insider information and which are addressed to a large number of employees before this information is disseminated.

All announcements, press releases, analyst reports, media contacts, contacts to analysts and investors are to be exclusively handled by the Management Board, which can take advantage of the services provided by the “Public Relations“ department.

Should there be any doubts pertaining to the qualification of information as confidential, the Compliance Officer must be immediately notified. The Compliance Officer of Semperit AG Holding will subsequently make an independent decision about the classification of the information prior to any use. He is also authorised to consult with the other members of the affected Confidentiality Area.

4.2 Confidentiality within a Confidentiality Area

Within a Confidentiality Area, insider information shall only be passed on to persons who require this information to process it for professional purposes. In this regard, the number of persons dealing with insider information should be kept to a minimum (§ 6 Para. 1 CDI).

If copies of documents containing insider information are made, the following information must be recorded on the original document: the date and name of the recipient, as well as the name of the person who made a copy of the document.

The same applies for electronic storage media (e.g. floppy disks, tapes, records) which contain insider information.

4.3 Obligation to report facts identified as insider information

Each and every employee of Semperit AG Holding and the Semperit Group companies, who could potentially have access to insider information as a result of their work on behalf of the Company, is required to immediately report any insider information that has been identified as such for the first time to the Compliance Officer and the Management Board of Semperit AG Holding, to keep this information confidential, and to avoid any misuse or abuse of this information in accordance with § 48b Austrian Stock Exchange Act. This obligation applies to all persons, regardless of whether the respective employee or individual has been assigned to a Confidentiality Area or not.

5.1. General

Insider information must also be kept strictly confidential in the internal business relations or correspondence conducted with other confidentiality areas, as well as externally to third parties. The insider information may only be disseminated in accordance with the provisions detailed below.

The internal and external dissemination of insider information via telephone, fax or electronic mail, if permissible, should be kept to an absolute minimum. In cases of doubt, the respective superior is to be consulted. The recipient of the information is to be notified of its being insider information.

Documents containing insider information shall only be disseminated by fax (if permitted at all), if the recipient has been notified via telephone in advance, unless it is certain that the fax machine of the recipient is not accessible to third parties.

5.2 Relaying of insider information within an area of confidentiality

The relaying of insider information within a confidentiality area is to be restricted to the minimum required to conduct work.

5.3 Dissemination of insider information to other confidentiality areas or corporate segments

Each Confidentiality Area must be separated from other confidentiality areas and corporate segments in terms of space and organisationally, in order to enable any exchange or dissemination of insider information among the confidentiality areas or with other corporate segments to be registered and traced.

The dissemination of insider information from one Confidentiality Area to another Confidentiality Area or segment of the Company shall only take place if

• this is necessary for business purposes
• the amount of information conveyed is restricted to an absolute minimum, and
• confidentiality is ensured.

The dissemination of insider information is restricted to existing institutionalised and pre-defined information procedures, or if the Compliance Officer is notified immediately afterwards in written form.

a) Institutionalised and pre-defined information procedures

Institutionalised and pre-defined information procedures are, in particular, the information conveyed to members of other segments within the framework of standard internal reporting systems within the Company, and within the framework of meetings held by the Supervisory Board, top management or internal management teams.

The institutionalised and pre-defined information procedures must be organised in such as manner as to enable the following to be noted: the contents of the information, the name of the notifying person, the name of the recipient, the point of time in which the information is disclosed and received, as well as the names of those individuals outside of the Confidentiality Area who already know about the respective insider information. The institutionalised and pre-defined information procedures must be recorded by the person responsible for coordinating the particular information procedure, who is required to appropriately inform the Compliance Officer if requested to do so.

b) Immediate written notification to the Compliance Officer

If the dissemination of insider information does not take place within the context of institutionalised and pre-defined information procedures, any dissemination of insider information from a Confidentiality Area must be immediately reported to the Compliance Officer in written form. The report to the Compliance Officer shall contain the contents of the information, the point of time in which the information is disseminated and received, as well as the names of those individuals outside of the Confidentiality Area who already know about the respective insider information.

c) Other instructions

In order to ensure that insider information is still subject to confidentiality even after leaving the Confidentiality Area, the recipient of the insider information must be notified that the information they receive is classified as insider information and must be kept strictly confidential.

If there is any doubt whether the dissemination of insider information is actually necessary for business purposes, the Compliance Officer should be consulted a reasonable amount of time before the planned dissemination of the information. The Compliance Officer shall subsequently make an independent decision on the issue. He is also authorised to consult with the other members of the affected Confidentiality Area.

5.3 Dissemination of insider information to external persons outside of the Confidentiality Area

The transfer of insider information to external persons (not employed by the Company) outside of the Confidentiality Area is only permitted,

• if this is absolutely necessary for business purposes,
• if the amount of information disclosed is kept to an absolute minimum, and
• if the external person, if not subject to confidentiality anyway on the basis of laws or professional codes of product – undertakes within the scope of an agreement to keep the insider information secret, and not to make any unlawful use thereof in accordance with § 48b Austrian Stock Exchange Act (non-disclosure agreement).

6.1 Trading prohibitions and reserved periods

Regardless of whether insider information is known to them or not, persons assigned to a Confidentiality Area are not permitted to place orders within the framework of the financial instruments used on behalf of Semperit AG Holding (e.g. issuer’s securities) within a period of six weeks before the planned publication of the Company’s (preliminary) annual results, and within a period of three weeks before the planned publication of the (preliminary) quarterly or half year figures (referred to hereafter as “reserved period“).

The deadlines for the publication of the (preliminary) figures for the year, for the six months and for the quarter are to be published in the the corporate calendar of the “Investor Relations” section maintained on the Website of Semperit AG.

In close consultation with the Management Board of Semperit AG Holding, the Compliance Officer is authorised to impose further trading bans within a clearly designated period, in other words, to define other restricted periods. In this connection, the trading ban may also be imposed on a limited number of members of a Confidentiality Area, or even the persons assigned to a particular Confidentiality Area. The concerned persons in a Confidentiality Area will be notified in a verifiable and appropriate manner as to starting date, and, if known, the duration of these restricted periods.

Exceptions to this trading ban during a specified restricted period may only be granted to individuals by the Compliance Officer in particularly justifiable cases based on appropriate personal reasons, if it can be assured that the particular securities transaction does not violate § 48b Austrian Stock Exchange Act.

All applications for intended transactions in securities or financial instruments within the specified restricted periods must be submitted in written form, and must contain the precise description of the financial instrument (i.e. Semperit ordinary share) as well as the type, scope and reason for the planned transaction. The Compliance Officer shall appropriately document the applications. Furthermore, the Compliance Officer must document and explain his decision concerning the approval or prohibition of the planned securities transaction, as well as the major reasons underlying the decision.

The above-mentioned rules refer to any purchase or sale of financial instruments of Semperit AG Holding, regardless of whether the proposed transaction represents a stock market transaction or an off-market transaction. The trading prohibition during a restricted period also applies to any orders placed by persons assigned to a Confidentiality Area on behalf of or for the account of a third party, to third parties on behalf of or for the account of persons assigned to a Confidentiality Area, and to any companies in which persons in the Confidentiality Area have a controlling stake.

6.2 Report of Directors’ Dealings

If any members of the Management Board or Supervisory Board of Semperit AG Holding, as well as top managers of the Company directly or indirectly acquire or sell shares of Semperit AG Holding, they are required to report such a transaction and relevant details to the Financial Market Authority as well as to the Compliance Officer of Semperit AG Holding. The report must include the following:

• Name of the person
• Reason for the obligation to report the transaction
• Description of the particular issuer
• Description of the respective financial instrument
• Type of transaction (purchase or sale)
• Date and place in which the transaction was concluded
• Price and total transaction volume

The requirement to report extends to transactions undertaken by natural or legal persons and involving Semperit AG Holding shares, in cases in which these persons are members of the families of members of the company’s Executive or Supervisory Boards of Semperit AG Holding, or of those of senior management. Comprised in these relationships of affinity is the maintaining of business relationships with the above. This requirement extends to:

• spouses and spouse equivalents enjoying the same legal rights as former,
• children entitled to support,
• other family members living for at least one year in the same household as the manager
• other family members who lived for at least one year with the manager in a household prior to the respective transaction
• legal persons, facilities operated on a fiduciary basis or partnerships whose management responsibilities are undertaken by a manager, which are directly or indirectly controlled by a manager, which were founded on behalf of a manager, or whose business interests largely correspond to those of a manager (for instance: private foundation).

Transactions whose total contractual amount is less than EUR 5,000 within a year do not have to be either reported or published. The calculation of this total amount of conclusion is to comprise all transactions undertaken by the top managers and all natural and legal persons showing affinity of family and business to them.

It is not required to report such transactions if the total contractual amount does not exceed EUR 5,000. The determination of this total contractual amount is to comprise all transactions undertaken within the calendar year by the top manager and all natural and legal persons showing affinity of family and business to him or her.

In case of doubt, the Compliance Officer must decide whether the employee is to be considered a top manager in accordance with § 48d Austrian Stock Exchange Act.

Forms used to report any such transactions are available from the Compliance Officer.

6.3 Compliance Register (Insider List)

The Compliance Officer shall establish, maintain and regularly update a list of insiders. This Insider List shall contain the following information:

• Date of compliance and updating of the Insider List
• The persons assigned to the different confidentiality areas, providing their first and last names, designation of the Confidentiality Area to which the persons are assigned, the start and end of the period during which the persons were assigned to the Confidentiality Area, as well as the date of birth and residential address of these individuals, if known to Semperit AG Holding or the Compliance Officer;
• Legal persons comprised in the Confidentiality Area, with this including the detailing of the company or business relationship and of the Confidentiality Area to which the person belongs, along with the beginning and end of the belonging of this person to this area as well as – to the extent known to the issuer – the company registry number of the person.
• All applications referring to planned securities transactions within restricted periods, must provide the name of the applicant, designation of the particular financial instrument, the type, scope and reason for the intended transaction, and the main reasons explaining the decision of the Compliance Officer to approve or prohibit this planned securities transaction within the specified restricted period, and
• the preset and institutionalized flows of information, and any alterations of them

7.1 The Compliance Officer and Deputy Compliance Officer

The Compliance Officer of Semperit AG Holding is Mr. Gerhard Klingenbrunner. He is present in the Company during normal working hours from Monday to Friday, and can be reached at the telephone number 01/ 79 777 / 439 (Fax: 01 / 79 777 / 601). In case Mr. Klingenbrunner is not available, the Deputy Compliance Officer is Clemens Taschée, who is also present during normal working hours, and can be reached at the telephone number 01 / 79777 / 230. The Compliance Officer and Deputy Compliance Officer of Semperit AG Holding have been hired for an indefinite period of time. The Compliance Officer reports directly to the Management Board of Semperit AG Holding, and is responsible for ensuring the adherence to the Compliance Directive.

7.2 Responsibilities of the Compliance Officer

The Compliance Officer has the primary responsibilities:

• to carry out ongoing random checks to verify compliance with the provisions pertaining to the dissemination of insider information, as well as the organisational measures to prevent the misuse of insider information in all permanent and temporary confidentiality areas;
• to advise and support the Company’s top management with respect to all compliance-related matters;
• to submit regular reports to the Management Board with respect to matters related to the compliance guidelines;
• to prepare an annual progress report with respect to all compliance-related matters within five months after the end of the financial year, submit this report to the Supervisory Board and forward it to the Financial Market Authority. In particular, the report shall contain the following information:
  (i) the temporary (project-related) areas of confidentiality;
  (ii) the number of exemptions from the trading prohibition which were granted and rejected;
  (iii) the number of Directors’ Dealings Reports in accordance with §48d Austrian Stock Exchange Act;
  (iv) any violations of internal instructions based on these compliance guidelines, and the resulting consequences;
  (v) training and educational programmes which were carried out.
• to ensure the professional training and education of new employees and other persons assigned to the confidentiality areas with respect to compliance policies;
• to notify employees as well as any other persons working on behalf of Semperit AG Holding who generally have access to insider information concerning the prohibition on misusing insider information (§ 48b Austrian Stock Exchange Act);
• to inform the particular Semperit Group company responsible for carrying out the required legal proceedings about violations against the compliance guidelines by an employee of the Semperit Group;
• to accept and record reports pertaining to insider information;
• to accept and record reports concerning the dissemination of insider information from a Confidentiality Area;
• to accept and record information with respect to any institutionalised and pre-defined information procedures within the Company;
• to specify additional restricted periods for securities trading, working in close cooperation with the Management Board of Semperit AG Holding;
• to grant exemptions from the trading prohibition during a specified restricted period;
• to document applications pertaining to planned securities transactions during a specified restricted period, the decisions on whether these transactions were approved or prohibited and the main reasons underlying these decisions;
• to document the contents and the precise point of Directors’ Dealings Reports pursuant to §48d Austrian Stock Exchange Act;
• to maintain and regularly update the Compliance Register and
• to report any changes in this Compliance Directive to the Financial Market Authority.

The Compliance Officer is required to keep the insider information he receives strictly confidential.

7.3 Powers of the Compliance Officer

The Compliance Officer can make use of the powers and authority as contained in these guidelines and in the CDI.

In particular, the Compliance Officer has the right to carry out random checks in order to verify compliance to the rules regarding the dissemination of insider information, as well as the organisational measures to prevent the misuse of insider information. The Compliance Officer is equipped with the right of inspection and furnishing of information for all documents, books, notes and personal data contained by Semperit AG Holding, and with one of access to all business premises, in cases in which undertaking such is required to meet monitoring obligations. The Compliance Officer is required to maintain complete secrecy as to all information acquired using this power of inspection and information. This information may - only to the extent required by the handling of the corresponding assignments - be used or disclosed when so commissioned by the Executive Board, by the authorities supervising financial markets, or by courts of law.

If violations against these policies have been determined, the Compliance Officer is responsible for identifying these individuals. If necessary, the Compliance Officer may inform the Human Resources Department about perceived violations against these guidelines, in order to initiate appropriate employment-related consequences.

Any violation of this compliance direction could potentially have disadvantageous consequences for Semperit AG Holding, the concerned employees, other individuals working on behalf of Semperit AG Holding, or the managing director of a Semperit Group company.

Regardless of the personal responsibility in triggering such disadvantageous consequences, a proven violation of this Compliance Directive on the part of an employee also represents a breach of the employee’s duties and loyalty towards the Company. For this reason, such a violation could result in disciplinary or employment-related consequences, even in the dismissal of the employee.

9.1 Requirement to disclose new facts

Pursuant to § 82 Para. 6 Austrian Stock Exchange Act, Semperit AG Holding is obliged to disclose, without delay, any new facts relating to the field of activity of the Company, if such facts are likely to have an impact on the course of the business, assets or financial situation of the Company, and may thus substantially influence the price of the shares the Company has issued. This obligation to report new facts also encompasses any insider information, which is related to the shares issued by Semperit AG Holding, to Semperit AG Holding itself, or to any of the Company’s subsidiaries, provided that this insider information is considered to have an effect on the course of the business, assets or financial situation of SEMERIT AG HOLDING. In contrast, information relating to the Company’s internal planning and decision-making processes do not comprise any new facts which must be announced, inasmuch as they do not yet have an impact on the course of the business, assets or financial situation of the Company. Regardless of this fact, this information is still considered to be insider information, and must be handled accordingly.

In the case of multi-level decision-making processes, it is the responsibility of the Compliance Officer to decide whether, in the event that a decision-making body of the Company has passed a resolution (regardless of whether another decision-making body has acted on this resolution), this particular decision is to be considered a new fact to be disclosed pursuant to § 82 Para. 6 Austrian Stock Exchange Act.

The disclosure of this information is carried out in accordance with Point 9.4 of this Compliance Directive.

The publication of insider information can be postponed in such cases in which doing such could harm the legitimate interests of Semperit AG Holding, provided that this postponement would not be conducive to the misleading of the general public, and provided that Semperit AG Holding is in the position to maintain the confidentiality of the information. The body supervising the financial markets is to be informed in writing of the decision reached by Semperit AG Holding to postpone the publication of the insider information. This report is to include the essential gist of the publication being postponed and the first and last name and telephone number of a contact person.

9.2 Requirement to report new facts

The employees of Semperit AG Holding, as well as other individuals working on behalf of Semperit AG Holding, who are obliged to abide by the provisions contained in this Compliance Directive, are required to report such new facts to the Management Board of Semperit AG Holding and the Compliance Officer without delay.

9.3 Inadvertent disclosure of new facts

If a new fact has been inadvertently disclosed (without following the provisions of Point 9.4 of this Compliance Directive), this disclosure must be immediately reported to the Compliance Officer and Management Board of Semperit AG Holding.

The recipient of the inadvertently disclosed information shall be notified of his position as an insider and of the potential punishment for misusing insider information. If this approach is not sufficient to prevent any further dissemination of the insider information, the Management Board of Semperit AG Holding is subsequently obliged to publish this insider information without delay, in accordance with Point 9.4 of this Compliance Directive.

9.4 Announcement of new facts

Any information is no longer to be considered as insider information when it has been conveyed to the public, and thus disclosed.

The new facts which are to be disclosed must be reported to the Vienna Stock Exchange and the Financial Market Authority at least 30 minutes before publication.

The publication of these new facts shall be carried out pursuant to § 82 Para. 8 Austrian Stock Exchange Act, as well as the current and binding regulations enacted by the Financial Market Authority in accordance with this law.

As mentioned above, only the Management Board of Semperit AG Holding is principally authorised to publish the information. However, the Management Board has the right to make use of the services and know-how provided by expressly appointed managers or PR consultants.

9.5 Alteration of disclosed facts

All substantial alterations of insider information already disclosed are to be disclosed immediately upon the occurrence of these alterations. This publication is to be undertaken in the same way as the original information was disclosed. This publication is to bear the headline – placed in a highly noticeable way – “Alteration of a previously-disclosed ad hoc notification”. The publication is to elucidate the altered circumstances and contain the date of their occurrence.

9.6 No exclusive or “off-the-record“ information

It is not permissible to disclose insider-related facts to exclusively selected journalists, analysts, shareholders, a bank or related target groups, nor is it allowed to convey this insider information to these target groups “off-the-record“. This by no means represents a prohibition against carrying out individual talks with analysts, the media, etc. However, no insider information may be disclosed within the context of these individual discussions. In contrast, it is permissible to discuss information which has already been disclosed in detail, comprehensively and in much greater depth.

In regards to personal contacts with journalists, analysts, shareholders, potential investors or related target groups, it is important to note that only people authorised by the Management Board are permitted to represent the Company.

Generally speaking, it is not permissible to provide employees with details about insider information in advance. However, it is possible to notify employees after the information has been disclosed, but still before the information has been announced in newspapers, on television, or on the radio (primarily due to technically-related delays).