EQS-AGM: Semperit AG Holding: Invitation to the 137th Annual General Meeting of Semperit Aktiengesellschaft Holding

 

Semperit Aktiengesellschaft Holding

with its registered office in Vienna

FN (Commercial Register Number) 112544 g

ISIN: AT0000785555

(“Company”)

 

Invitation to the

137^th Annual General Meeting of

Semperit Aktiengesellschaft Holding

to be held on Monday, 27 April 2026, at 11:00 a.m. (CEST)

at Novotel Wien Hauptbahnhof in 1100 Vienna, Canettistraße 6.

 

 

I.        Agenda

 

1. Presentation of the adopted annual financial statements including the management report and the corporate governance report, the consolidated financial statements, the group management report including the consolidated sustainability statement, each as of 31 December 2025 and of the report of the Supervisory Board on the business year 2025
2. Adopting a resolution on the discharge of the Members of the Management Board for the business year 2025
3. Adopting a resolution on the discharge of the Members of the Supervisory Board for the business year 2025
4. Adopting a resolution on the compensation of the Members of the Supervisory Board for the business year 2026
5. Elections to the Supervisory Board
6. Adopting a resolution on the remuneration report
7. Election of the auditor for the annual and consolidated financial statements and the auditor for the consolidated sustainability reporting for the business year 2026

8a.   Adopting a resolution on the new authorization of the Management Board to purchase, with the consent by the Supervisory Board, own shares up to 10% of the share capital for a maximum of 30 months from the date of the resolution pursuant to Section 65 para 1 no 8 of the Austrian Stock Corporation Act (AktG), if necessary for the redemption of own shares, and on the determination of the repurchase terms and conditions, by revocation of the corresponding authorization to purchase own shares granted by the Annual General Meeting resolution of 23 April 2024 on item 11a of the agenda

8b. Adopting a resolution on the renewed authorization of the Management Board pursuant to Section 65 para 1b of the Austrian Stock Corporation Act (AktG), with the consent by the Supervisory Board, to sell the shares in a manner other than via the stock exchange or by means of a public offer and to decide on any exclusion of shareholders’ right to repurchase (subscription rights) by revocation of the corresponding authorization to sell own shares granted by the Annual General Meeting resolution of 23 April 2024 on item 11b of the agenda pursuant to Section 65 para 1b Austrian Stock Corporation Act.

 

 

 

II.             Documents for the General Meeting; Information made available on the website

 

In particular, the following documents and records pursuant to Section 108 para 3 and 4 of the Austrian Stock Corporation Act will be available for inspection at the latest on 6 April 2026 on the Company website www.semperitgroup.com under the menu items “Investor Relations” and “Annual General Meeting”:

 

• Annual financial report 2025, including:
  • Annual financial statements including the management report,
  • Consolidated financial statements and the group management report including the consolidated sustainability statement,
• Corporate governance report 2025,
• Report of the Supervisory Board,
• Proposed resolutions on items 2 – 8b of the agenda,
• Remuneration report on item 6 of the agenda,
• Statements by the candidates for the election to the Supervisory Board pursuant to Section 87 para 2 of the Stock Corporation Act,
• Curriculum vitae of the candidates up for election to the Supervisory Board,
• Report of the Management Board on the exclusion of subscription rights for the sale of repurchased shares pursuant to Section 65 para 1b in conjunction with Section 171 para 1 in conjunction with Section 153 para 4 Austrian Stock Corporation Act on items 8a and 8b of the agenda,
• Forms for the grant of a proxy,
• Forms for the revocation of a proxy,
• Invitation to the General Meeting.

 

III.          Information on shareholders’ rights pursuant to Sections 109, 110 and 118 of the Austrian Stock Corporation Act

 

1. Addendum to the agenda by shareholders in accordance with Section 109 of the Austrian Stock Corporation Act

 

Shareholders whose individual or aggregate shareholding equals 5% or more of the nominal capital and who have been holders of these shares for at least three months before making their request, may request in text form that additional items be put on the agenda of the General Meeting and published. Any such request by shareholders must be received in text form due to Section 13 para 2 of the Austrian Stock Corporation Act by mail or courier no later than on 6 April 2026 (12:00 a.m., CEST) by the Company exclusively at the address Semperit Aktiengesellschaft Holding, Attn.: Mrs. Bettina Schragl, Am Belvedere 10, 1100 Vienna, or by SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating ISIN AT0000785555 in the text), or by e-mail HV2026@semperitgroup.com. Since 6 April 2026 is a public holiday (Easter Monday), Semperit Aktiengesellschaft Holding will not be able  to receive shareholder requests to put additional items on the agenda by post or courier on this day. In order to exercise this shareholder right in a timely manner, a shareholder request sent by post or messenger must therefore be received by Semperit Aktiengesellschaft Holding on the preceding working day (3 April 2026). If text form within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act is prescribed for statements, statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise.

 

Each motion for an item to be put on the agenda must be accompanied by a proposal for a resolution with a statement of reasons. The agenda item and the proposed resolution, but not its justification, must in any case also be written in German. Proof of shareholder capacity shall be furnished by submitting a deposit certificate in accordance with Section 10a of the Austrian Stock Corporation Act confirming that the applicant shareholder has been the continuous holder of the shares for at least three months prior to the application and that the deposit certificate must not be older than seven days at the time it is submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 5%, must refer to the same time (day, time).

 

With regard to the other requirements for the deposit certificate, see the information on the right to participate (Item IV. of this Invitation).

 

In case of an additional item requested to be put on the agenda, the supplemented agenda will be announced publicly in electronic form on the Company website www.semperitgroup.com under the menu items “Investor Relations” and “Annual General Meeting” and no later than on 8 April 2026 as well as in the same way as the original agenda (in particular in the electronic announcement and information platform of the Federal Government (EVI) no later than on 13 April 2026).

 

2. Proposals for resolutions by shareholders on the agenda in accordance with Section 110 of the Austrian Stock Corporation Act

 

Shareholders whose individual or aggregate shareholding equals 1% or more of the nominal capital may submit proposed resolutions in text form with a statement of reasons within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act concerning any item on the agenda, and request that these be made available on the Company website registered with the commercial register, together with the names of the respective shareholders, a statement of reasons to be submitted together with the proposal, and any comments of the Management Board or Supervisory Board. Requests of this kind will only be considered when received by the Company no later than on 16 April 2026 (12:00 a.m., CEST) by mail to Semperit Aktiengesellschaft Holding, Attn. Mrs. Bettina Schragl, Am Belvedere 10, 1100 Vienna, or by e-mail HV2026@semperitgroup.com, whereby the request must be attached to the e-mail in text form within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act, for example as a PDF. If text form within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act is prescribed for statements, the statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its justification, must in any case also be written in German.

 

In case of a proposal for the election of a Supervisory Board member the statement of the proposed person pursuant to Section 87 para 2 of the Austrian Stock Corporation Act replaces the statement of reasons.

 

For the purpose of providing proof of shareholder status it is sufficient if holders of deposited bearer shares submit a deposit certificate pursuant to Section 10a of the Austrian Stock Corporation Act. The deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 1%, must refer to the same time (day, time).

 

With regard to the other requirements for the deposit certificate, see the information on the right to participate (Item IV. of this Invitation).

 

3. Statements in accordance with Section 110 para 2 sentence 2 in connection with Section 86 para 7 and 9 of the Austrian Stock Corporation Act

 

Pursuant to Section 86 para 7 of the Austrian Stock Corporation Act, the Supervisory Board must consist of at least 30% women and at least 30% men. The number of persons must be rounded up to the nearest whole number, whereby the number must be rounded up if the calculated minimum proportion has a decimal place of at least 5. No objection was raised pursuant to Section 86 para 9 of the Austrian Stock Corporation Act. With a total of 9 Supervisory Board members, the minimum proportion for women and men is 3 persons each.

 

4. Shareholders' information rights in accordance with Section 118 of the Austrian Stock Corporation Act

 

Any shareholder shall be provided with information on the Company’s affairs upon request at the General Meeting to the extent that such information is required for proper assessment of an item on the agenda. This obligation to provide information shall also extend to the legal and business relationships of the Company with affiliated companies, the state of affairs of the group, and the companies included in the consolidated financial statements.
 

The Company may deny providing information to the extent that according to sound business judgment it might cause material damage to the Company or any affiliated company or if providing such information would constitute a punishable offense.

 

The requirement for exercising the shareholders' right to information is the proof of right to attend (item IV. of the invitation).

 

For the purpose of providing proof of shareholder status in order to exercise the above mentioned shareholders’ rights it is sufficient if holders of deposited bearer shares submit a deposit certificate (Depotbestätigung) within the meaning of Section 10a Austrian Stock Corporation Act. A deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company.

 

Questions that require longer preparation to answer should be submitted to the company in text form in good time before the General Meeting in order to ensure that the meeting is held efficiently. The questions can be sent by e-mail to HV2026@semperitgroup.com.

 

5. Possibility to appoint a proxy holder pursuant to Sections 113 et seq Austrian Stock Corporation Act (Section 106 no. 8 of the Austrian Stock Corporation Act)

 

Any shareholder entitled to attend the General Meeting shall be entitled to appoint a natural or legal person as proxy holder. The proxy holder may attend the General Meeting on behalf of the shareholder and will have the same rights as the shareholder represented. The Company itself or a member of the Management Board or Supervisory Board may exercise voting rights as a proxy holder only insofar as the shareholder has explicitly provided detailed voting instructions regarding the individual items of the agenda.

 

The proxy must be granted to a specific person. A proxy in text form shall be sufficient in any case. If a shareholder has granted power of proxy to the depositary bank (Section 10a of the Austrian Stock Corporation Act) it shall be sufficient if in addition to submitting the deposit certificate the bank makes a statement that it has been granted power of proxy. It is also possible to grant power of proxy to multiple persons. Forms for granting power of proxy which may also be used to grant limited power of proxy are available on the Company website www.semperitgroup.com under the menu items “Investor Relations” and “Annual General Meeting”.

 

The proxy must be received no later than on 24 April 2026, 12:00 p.m. (CEST) exclusively to the following addresses:

 

1. E-mail address anmeldung.semperitgroup@hauptversammlung.at;
2. by mail or courier service to the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
3. by fax to +43 (0) 1 8900-50050;
4. by SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating ISIN AT0000785555 in the text),

 

whereby the proxy must be attached to the e-mail in text form, e.g., as PDF-file, and will be kept by the Company.

 

On the day of the General Meeting the proxy may only be submitted upon registration for the General Meeting at the venue of the meeting. The aforementioned provisions on granting power of proxy apply analogously to the revocation of power of proxy. Any revocation shall be valid only when received at one of the aforementioned addresses respectively by the Company.

 

As a special, free of charge service, shareholders who are not able or do not wish to attend the General Meeting in person may have their voting rights in the General Meeting exercised by Dr. Michael Knap as representative of the “Interessenverband für Anleger” (IVA, Austrian Association of Investors), 1130 Vienna, Feldmühlgasse 22. As independent proxy holder Dr. Michael Knap will exercise the voting rights exclusively in accordance with and bound by voting instructions given by the respective shareholders regarding the individual items of the agenda. Proxies without explicit voting instructions are invalid. Shareholders intending to grant power of proxy are not obliged to appoint Dr. Michael Knap as their proxy holder. A special form for granting power of proxy or revocation of proxy to Dr. Michael Knap may be downloaded at the Company website www.semperitgroup.com under the menu items “Investor Relations” and “Annual General Meeting”. The proxy granted to Dr. Michael Knap must be received no later than on 24 April 2026, 12:00 p.m. (CEST) exclusively through one of the following addresses:

 

1. E-mail address knap.semperitgroup@hauptversammlung.at;
2. by mail or courier service to the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
3. by fax +43 (0) 1 8900-50050;
4. by SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating ISIN AT0000785555 in the text),

 

whereby the proxy must be attached to the e-mail in text form, e.g. as PDF-file, and will be kept by the Company.

 

Shareholders may also contact Dr. Michael Knap directly by tel: +43 1 876 33 43-30, by fax: +43 (0) 1 876 33 43 39 or by e-mail: knap.semperitgroup@hauptversammlung.at.

 

IV.          Record Date and conditions of attendance of the General Meeting pursuant to Section 111 of the Austrian Stock Corporation Act (Section 106 no 6 and 7 Austrian Stock Corporation Act)

 

Pursuant to Section 111 para 1 of the Austrian Stock Corporation Act, the right to attend the General Meeting and to exercise the shareholders’ rights that are exercised during the General Meeting is determined by the shares held at the end of the tenth day before the date of the General Meeting (Record Date), therefore by the shares held on 17 April 2026, 12:00 a.m. (CEST).

 

Participation in the General Meeting is limited to persons who are shareholders on the Record Date and supply proof thereof to the Company.

 

In case of deposited bearer shares proof of shareholding at the Record Date is provided by submitting a deposit certificate pursuant to Section 10a of the Austrian Stock Corporation Act. The deposit certificate shall be issued by the depositary bank based in a member state of the European Economic Area or in a full member state of the OECD. The deposit certificate must contain at least the information required according to Section 10a para 2 of the Austrian Stock Corporation Act. Deposit certificates will be accepted in German and English.

 

Proof of shareholder status at the Record Date in the form of a deposit certificate must be received no later than on the third working day before the General Meeting, i.e., by 22 April 2026 exclusively through one of the following addresses:

 

1. For submission of the deposit certificate in text form, for which the Articles of Association pursuant to Section 15 para 3 are sufficient

• by e-mail to anmeldung.semperitgroup@hauptversammlung.at (deposit certificates in PDF format please);

 

• by fax +43 (0) 1 8900-50050;

 

2. for submission of the deposit certificate in text form

 

• by mail or courier service to the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;

 

• by SWIFT GIBAATWGGMS

(Message Type MT598 oder MT599,

stating ISIN AT0000785555 in the text)

 

V.             Information to shareholders regarding data processing

 

1. Which personal data of shareholders is processed and for what purposes?

 

Semperit Aktiengesellschaft Holding processes personal data of shareholders (in particular those of the deposit certificate pursuant to Section 10a para 2 Austrian Stock Corporation Act – these are name, address, date of birth, number of the securities deposit, number of shares of the shareholder, type of share if applicable and the granting of a proxy – number of the voting card and, if applicable, name and date of birth of the independent proxy or proxies, requests to speak, declarations, approvals or rejections of agenda items) on the basis of the applicable data protection regulations, in particular the European General Data Protection Regulation EU 2016/679 (“GDPR”) and the Austrian Data Protection Act (“DSG”), in order to enable shareholders to exercise their rights at the General Meeting.

 

In this connection the shareholders’ personal data is processed for the following purposes:

• Organization and holding of General Meetings, including verification of the right to attend/power of proxy and determination of the voting ratios
• Preparation of registration, power of proxy and attendance lists
• Participation of shareholders in the General Meeting and exercise of shareholder rights
• Determination of the voting results and preparation of the minutes of the General Meeting
• Fulfillment of compliance obligations, including recording, disclosure and reporting obligations.

 

The processing of the shareholders’ personal data is mandatory for the participation of shareholders and their representatives in the General Meeting in accordance with the Austrian Stock Corporation Act. If you do not provide your data or do not provide it to the extent required, you will not be able to participate in the General Meeting. The legal basis for the processing therefore is the relevant provisions of the Austrian Stock Corporation Act in conjunction with Art 6 para 1 lit c GDPR (compliance with a legal obligation). For the processing Semperit Aktiengesellschaft Holding is controller as defined in Art 4 no 7 GDPR.

 

2. To whom is the shareholders’ personal data transferred?

 

Semperit Aktiengesellschaft Holding uses external service providers, such as notaries, lawyers, banks and IT service providers, for the purpose of organizing the General Meeting. These service providers receive only such personal data from Semperit Aktiengesellschaft Holding as is necessary for the performance of the commissioned service, and, where they are processors as defined in Art 4 no 8 GDPR, process the data solely on instructions of Semperit Aktiengesellschaft Holding. Semperit Aktiengesellschaft Holding has concluded  data processing agreements with these processors in accordance with Art 28 GDPR.

 

If a shareholder participates in the General Meeting, the members of the Management Board and Supervisory Board, the notary and any other person with a legal right to attend may view the list of participants stipulated by statute (Section 117 Austrian Stock Corporation Act) and thereby also have access to the personal data contained therein (inter alia name, address, shareholding relationship). Semperit Aktiengesellschaft Holding also has the statutory obligation to submit the shareholders’ personal data (in particular the list of participants) to the commercial register at the competent commercial register court (Section 120 Austrian Stock Corporation Act) as part of the notarial protocol.

 

3. How long is the shareholders’ personal data stored?

 

Shareholders’ data will be anonymized or deleted as soon as it is no longer necessary for the purposes for which it was collected or processed, and no other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particular from corporate, stock corporation and takeover law, from tax and duties law as well as from anti-money laundering regulations. If legal claims are made by shareholders against Semperit Aktiengesellschaft Holding or vice versa by Semperit Aktiengesellschaft Holding against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with proceedings before civil courts, this can lead to storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to its legally binding conclusion.

 

4. What rights do shareholders have with regard to their personal data?

 

Every shareholder has a right to access, rectification, restriction, objection and deletion at any time with regard to the processing of his/her personal data as well as the right to data portability (Art 15 to 21 GDPR). Shareholders can assert these rights against Semperit Aktiengesellschaft Holding free of charge by contacting the e-mail address data.privacy@semperitgroup.com or by mail to: Semperit Aktiengesellschaft Holding, Attn.: Legal Department, Am Belvedere 10, 1100 Vienna.

 

If you believe that, despite our obligation to process your data lawfully, your right to legitimate processing of your data has been violated, please contact data.privacy@semperitgroup.com so that we can remedy the situation. However, you also have the right to lodge a complaint with the Austrian Data Protection Authority or another competent data protection authority in the EU, in particular at your place of residence or work.

 

5. Further information

 

Further information on data protection can be found in the data protection declaration on the website of Semperit Aktiengesellschaft Holding www.semperitgroup.com.

 

VI.          Total number of shares and voting rights at the date of convocation (Section 106 no 9 Stock Corporation Act)

 

At the date of convocation of the General Meeting, the nominal capital of Semperit Aktiengesellschaft Holding amounts to EUR 21,358,996.53 and is divided into 20,573,434 no-par value bearer shares. Each no-par value share grants one vote at the General Meeting.

 

The Company does not hold any treasury shares at the time of convening the General Meeting.

 

There are no multiple classes of shares.

 

This document is published in German and in a non-binding English convenience translation.

 

 

 

 

Vienna, March 2026

 

The Management Board