120th Ordinary Meeting of the Shareholders of
SEMPERIT AKTIENGESELLSCHAFT HOLDING
on ThursDAY, 30 april 2009

Motions:

Re item two on the Agenda:
“Resolution regarding the use of the balance sheet profit for 2008”

It is here moved that the balance sheet profit reported in the Annual Financial Statements of the Company as of 31 December 2008 amounting to EUR 22,970,069.38 be distributed as follows in keeping with the proposal of the Management Board and the Supervisory Board:

  1. A dividend in the amount of EUR 1.09 is to be distributed to each share. 
  2. The remaining balance sheet profit of EUR 545,026.32 is to be carried forward. 
  3. The dividend is to be paid out on 11 May 2009

Re item three on the Agenda:
“Resolution regarding the approval of the actions of the members of the Management Board and the Supervisory Board for business year 2008”

It is here moved that formal approval be given to the actions of the members of the Management Board and the Supervisory Board for business year 2008.

Re item four on the Agenda:
“Elections in the Supervisory Board”

With conclusion of the 120th Ordinary General Meeting on 30 April 2009 the seat of Mr. Veit Sorger expires.

It is here moved that Veit Sorger be again elected to the Supervisory Board for 3 years, that is until the Ordinary Genereal Meeting which votes on the approval of board actions for business year 2011.

Furthermore it is here moved that Anton Schneider be elected to the Supervisory Board for 3 years, that is until the Ordinary General Meeting which votes on the approval of board actions for business year 2011.

Re item five on the Agenda:
“Election of the auditor for business year 2009”

It is here moved that Deloitte Audit Wirtschaftsprüfungs GmbH, Vienna be elected as auditor for the annual financial statements and the consolidated financial statements for business year 2009.

Re item six on the Agenda:
“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).”

It is here moved to authorise 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 to determine the repurchase conditions with 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 € 25.00 per share.