PROPOSED RESOLUTIONS TO THE ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING PURSUANT TO SECTION 108 AUSTRIAN STOCK CORPORATION ACT

1. Presentation of the approved Annual Financial Statements, the Management Report and Corporate Governance Report, along with the Consolidated Financial Statements and the Consolidated Management Report, the proposal for the appropriation of the balance sheet profit and the Report of the Supervisory Board for the 2009 financial year.

These documents can be viewed on the Company’s Website at www.semperit.at/investor_relations and on the business premises of the Company’s headquarters at Modecenterstrasse 22, A-1031 Vienna. They will also be sent to shareholders on request.

2. Resolution on the appropriation of the balance sheet profit.

The Management Board and Supervisory Board propose to dispose of the balance sheet profit of Semperit Aktiengesellschaft Holding for the 2009 financial year amounting to € 24,400,261.96 as follows:

  • Distribution of a dividend amounting to € 1.15 for each no-par value bearer share entitled to a share of the profits (20,573,434 shares).
  • The remaining amount of € 740,812.86 is to be carried forward to the new balance sheet.
  • Pursuant to Section 26 Para. 1 of the Articles of Association, the dividend is due for payment ten days after the Annual General Meeting has been held. The Management Board proposes May 7, 2010 as the dividend payment date.

3. Resolution on the discharge of the members of the Management Board for the 2009 financial year.

The Management Board and Supervisory Board propose that the members of the Management Board of Semperit Aktiengesellschaft Holding in the 2009 financial year shall be granted a discharge en bloc for their work during this period.

4. Resolution on the discharge of the members of the Supervisory Board for the 2009 financial year.

The Management Board and Supervisory Board propose that the members of the Supervisory Board of Semperit Aktiengesellschaft Holding in the 2009 financial year shall be granted a discharge en bloc for their work during this period.

5. Appointment of the auditor of the annual financial statements and the consolidated financial statements for the 2010 financial year.

The Supervisory Board proposes the appointment of Deloitte Wirtschaftsprüfungs GmbH, Vienna as the auditor of the Company’s financial statements and consolidated financial statements for the 2010 financial year.

6. Elections to the Supervisory Board

The terms of office of Mr. Winfried Braumann and Mr. Andreas Schmidradner will expire at the end of the 121st Annual General Meeting on April 28, 2010.

Up until the present time, the Supervisory Board has consisted of six members elected by the Annual General Meeting. Two members of the Supervisory Board will have to be elected by the upcoming Annual General Meeting in order to reach the figure of six elected members once again.

The Supervisory Board proposes to nominate

Mr. Michael Junghans

and

Mr. Andreas Schmidradner

for election to the Supervisory Board of the Company, effective starting at the end of this Annual General Meeting to serve the entire term of office lasting until the end of the Annual General Meeting resolving upon the discharging of the Management and Supervisory Boards for the 2012 financial year.

Each of the proposed candidates has made a declaration pursuant to Section 87 Para. 2 Austrian Stock Corporation Act (AktG), which is available on the Website of the Company.

 

7. Resolution on amendments to the Articles of Association

The Management Board and Supervisory Board propose the following amendments to the Articles of Association:

Semperit Aktiengesellschaft Holding

Vienna

Comparison of the Articles of Association

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§ 4
§ 4
(2) The equity capital is divided into a total of 20,573,434 non-par value bearer shares, each of which has the same percentage of the equity capital. The right of the shareholders to be issued individual share certificates is excluded.(2) The equity capital is divided into a total of 20,573,434 non-par value bearer shares, each of which has the same percentage of the equity capital.
The right of the shareholders to be issued individual share certificates is excluded.
The exclusion of shareholder claims to individual share certificates also applies in case bonds or profit participation rights are issued pursuant to Section 174 AktG.
§ 10
§ 10
(1) The Supervisory Board shall consist of at least five members, who are elected by the Annual General Meeting.

(3) If the office of a member of the Supervisory Board is vacated before the expiration date of the specified term of office, except for the cases listed above, the resulting vacant position shall first be filled by the next Annual General Meeting. However, if the number of Supervisory Board members falls below the level of five, an Extraordinary General Meeting of shareholders must be convened to elect the required number of new members.		(1) The Supervisory Board shall consist of a minimum of three and a maximum of five members, who are elected by the Annual General Meeting.

(3) If the office of a member of the Supervisory Board is vacated before the expiration date of the specified term of office, except for the cases listed above, the resulting vacant position shall first be filled by the next Annual General Meeting. However, if the
number of Supervisory Board members falls below the level of three, an Extraordinary General Meeting of shareholders must be convened promptly and without delay to elect the required number of new members.
§ 18
§ 18
(1) Shareholders are entitled to participate in the Annual General Meeting, provided that their shares or interim certificates are deposited during normal working hours with a certified notary public in Austria, or with the main branch office of an Austrian bank, or with any other credit institution specified in the invitation to the Annual General Meeting, until the conclusion of the meeting, within the period of time stipulated in the following paragraph.

(2) The shares or interim certificates shall be deposited in time to allow at least three working days between the day of
deposit and the day on which the
Annual General Meeting takes place. Shareholders shall be given at least fourteen days advance notice to deposit their shares from convening the Annual General Meeting, not including the day in which the meeting was announced. If the last day of this fourteen day period is a Sunday or a public holiday, the following working day must also be available to shareholders to deposit their shares. According to this provision, Saturdays, Good Friday and December 24th shall
also be considered holidays and not working days.

(3) Shares or interim certificates shall also be deemed to have been properly deposited if they are held in safe custody with another bank or depository approved by the Company
or left in blocked deposit until the
conclusion of the Annual General
Meeting, provided the express consent of one of the depositories has been granted.

(4) The depositing agents shall submit to the Company the certificates of deposit no later than one day after the expiry of the deposit period.		(1) The right of shareholders to participate in the Annual General Meeting and to exercise their shareholder rights in connection with this meeting stem from
holding their shares at the end of the tenth day prior to that of the Annual General Meeting (record date). Shareholders who want to participate in the Annual General Meeting and exercise their voting rights must provide sufficient proof of shareholding
to the Company at the record date.

(2) A safe custody receipt pursuant to Section 10a AktG, as issued by a depositary bank based in a member state of the European Economic Area or
in a full member state of the OECD, shall suffice as proof of shareholding for bearer shares kept in custody.

(3) For bearer shares which are not deposited, written confirmation by a licensed notary public in Austria shall suffice as proof of shareholding for the
purpose of taking part in the Annual General Meeting. This confirmation of shareholding must contain the information stipulated in Section 10a
Para. 2 L. 2, 4 and 5, and must be sent to the address designated in the Invitation to the Annual General Meeting.

(4) Only shareholders whose proof of shareholding is received by the Company no later than three working days prior to that of the Annual General Meeting at the address designated in the Invitation to the Annual General Meeting shall be eligible to take part in the meeting.
§ 19
§ 19
(2) Unless shares have been fully paid up, the minimum contribution paid for each
share shall be deemed as one vote. In the case of a higher percentage having been paid up, the number of votes shall depend on the level of contributions paid for the shares. Fractions of votes will only be considered inasmuch as including them in the calculations to determine
the number of eligible shareholders yields complete votes.

(3) The right to vote can be exercised by authorised representatives only if they
submit a written power of attorney to be retained by the Company.		 (2) The right to vote may be exercised by proxy provided that the relevant proxy authorisation (power of attorney) is submitted to the Company. It shall suffice to submit this power of attorney
in text form, but it may also be
submitted by an electronic means of communications. The power of attorney shall be retained by the Company or
recorded in such a manner permitting verification.

(3) Safe custody receipts must be issued either in German or in English. Similarly, any written notices submitted to the Company by shareholders or
depositary banks must be in German or in English. The official language is German.

Translation into English only for convenience of our international shareholders, the German version of this document is the only official one.