Invitation

of our company, to be held on Thursday, April 30th, 2009 at 10:00 am, in the ballroom of UniCredit Bank Austria AG, 1010 Vienna, Am Hof 2.

A g e n d a:

1. Presentation of the approved Annual Financial Statements for 2008 and the Consolidated Financial Statements for 2008, including the Financial Report summarized together with the Consolidated Financial Report, and the Report of the Supervisory Board. 
   
2. Resolution regarding the use of the balance sheet profit for 2008.
   
3. Resolution regarding the approval of the actions of the Management Board and the Supervisory Board for business year 2008. 
   
4. Elections to the Supervisory Board. 
   
5. Selection of the auditor for the 2009 financial year. 
   
6. Resolution on authorisation of the Management Board for a period no longer than 30 months from the date of the resolution to repurchase, with the approval of the Supervisory Board, shares of the company in accordance with § 65 para. 1 sub-para. 8 of the Stock Corporation Act (AktG) in a volume of up to 5% of the share capital and on definition of the repurchase conditions (including the lowest value to be paid in the repurchase of € 10.00 per share and the highest value to be paid in the repurchase of € 25 per share).

In accordance with § 18 of the Articles of Association, those shareholders who deposit their shares during business hours at UniCredt Bank Austria AG, 1010 Vienna, Schottengasse 6-8, or its branches, at the main branch of a domestic bank or with an Austrian notary public by no later than April 24th, 2009 and leave them there until conclusion of the Annual General Meeting are entitled to participate in the Annual General Meeting.

It is further declared that the company has issued 20,573,434 no-par-value bearer shares. Every no-par-value share grants one vote. The company holds none of its own shares. Every shareholder who has registered on-time for the Annual General Meeting according to the above rules has the right to take part in the Annual General Meeting and exercise his legal shareholder rights (in particular, voting rights and the right to ask questions) either in person or as represented by a proxy duly authorised in writing.

The 2008 annual report, which contains the Annual Financial Statements of Semperit AG Holding, the Financial Report summarized together with the Consolidated Financial Report, the Report of the Supervisory Board and the Consolidated Annual Statements of the Semperit Group, is available to the public at the registered office of the company, 1030 Vienna, Modecenterstrasse 22, and at UniCredit Bank Austria AG, 1010 Vienna, Schottengasse 6-8, as well as electronically on the website www.semperit.at.

Vienna, April 2009        The Management Board