Semperit : Proposal and resolutions of B&C KB Holding GmbH

Semperit Aktiengesellschaft Holding For the attention of Judit Helenyi Am Belvedere 10

1100 Vienna Austria

By Email:[e-mail]

Vienna, 13. April 2022

Annual General Meeting of Semperit Aktiengesellschaft Holding on 27 April 2022

Dear Mrs. Helenyi!

B & C KB Holding GmbH holds 50% of the ordinary shares of Semperit Aktiengesellschaft Holding.

In order to demonstrate the status of B & C KB Holding GmbH as a shareholder, we enclose a current safe custody receipt (Enclosure 1).

With regard to the Annual General Meeting on 27 April 2022 B & C KB Holding GmbH proposes, in accordance with Section 110 AktG (Austrian Stock Corporation Act), the following resolutions

ƵŶĚĞƌ ĂŐĞŶĚĂ ŝƚĞŵ ͞ ůĞĐƚŝŽŶƐ ƚŽ ƚŚĞ ^ƵƉĞƌǀŝƐŽƌLJ ŽĂƌĚ͗͟

• - The number of members of the Supervisory Board will be reduced within the limits set out in the Articles of Association from the current eight to a total of seven members elected by the Annual General Meeting.

• - Dipl. Ing. Herbert Ortner, born on 07 November 1968, to be re-elected to the Supervisory Board of Semperit Aktiengesellschaft Holding effective from the conclusion of the Annual General Meeting on 27 April 2022 up to the conclusion of the Annual General Meeting reaching a decision regarding acceptance of the report for the 2025 financial year.

B&C KB Holding GmbH

Universitätsring 14, 1010 Wien, T + 43 1 53 101 - 0, F + 43 1 53 101 - 102,[e-mail]: Wien, Handelsgericht Wien, FN 470 503t, UID-Nr.: ATU 771 24 728,www.bcgruppe.atThis document has been made up in German which is the official version.

In case of discrepancies with the English translation, the German version shall prevail.

-

Mag. Stephan Büttner, born on 28 January 1973, to be elected to the Supervisory Board of Semperit Aktiengesellschaft Holding effective from the conclusion of the Annual Gen-eral Meeting on 27 April 2022 up to the conclusion of the Annual General Meeting reach-ing a decision regarding acceptance of the report for the 2023 financial year.

Reasons

Pursuant to Art. 9 (2) of the Articles of Association of the Company at least two of the share-holders´ representatives from the Supervisory Board retire from office each year at the end of the Annual General Meeting, whereby Supervisory Board members who have resigned from the Supervisory Board since the last Annual General Meeting or who resign from office with effect from the end of the respective Annual General Meeting are to be counted towards this number.

In the first instance, those members whose term of office expires shall retire. Those retiring are immediately eligible for re-election.

Mag. Petra Preining resigned from the Supervisory Board at her own request on 29 September 2021.

Dr. Walter Koppensteiner resigned from the Supervisory Board at his own request on 12 May 2021.

At the end of the Annual General Meeting on April 27 2022 Dipl. Ing. Herbert Ortner will resign from the Supervisory Board due to the expiry of his term of office.

Pursuant to Art. 9 (1) of the Articles of Association of the Company the Supervisory Board shall consist of a minimum of three and a maximum of ten members elected by the General Meeting and the members delegated pursuant to Section 110 (1) ArbVG (Austrian Labour Constitution Act).

B&C KB Holding GmbH

Universitätsring 14, 1010 Wien, T + 43 1 53 101 - 0, F + 43 1 53 101 - 102,[e-mail]: Wien, Handelsgericht Wien, FN 470 503t,www.bcgruppe.at

To date, i.e. after the last election by the Annual General Meeting, the Supervisory Board has consisted of eight members elected by the Annual General Meeting. The members delegated in accordance with the Labor Constitution Act have to be added.

The Supervisory Board is now to be reduced from eight to a total of seven members elected by the Annual General Meeting.

Accordingly, in order to maintain the number of seven elected members (shareholders´ repre-sentatives), two members must be elected to the Supervisory Board at the upcoming Annual General Meeting.

The Nomination and Compensation Committee of the Supervisory Board has already proposed,

Dipl. Ing. Herbert Ortner, born on 07 November 1968, to be re-elected to the Supervisory Board of Semperit Aktiengesellschaft Holding effective from the conclusion of the Annual General Meeting on 27 April 2022 up to the conclusion of the Annual General Meeting reaching a decision regarding acceptance of the report for the 2025 financial year.

This resolution proposal is supported by B & C KB Holding GmbH.

B & C KB Holding GmbH proposes in addition to the re-election of Dipl. Ing. Herbert Ortner to the Supervisory Board,

to elect Mag. Stephan Büttner, born on 28 January 1973, to the Supervisory Board. The election shall be effective from the conclusion of the Annual General Meeting on 27 April 2022 up to the conclusion of the Annual General Meeting reaching a decision regarding acceptance of the report for the 2023 financial year.

Both of the individuals proposed have issued a declaration in accordance with Section 87 (2) and (2a) AktG and submitted a curriculum vitae. We enclose these documents in accordance with Section 110 AktG (Enclosures 2 to 5).

B&C KB Holding GmbH

Universitätsring 14, 1010 Wien, T + 43 1 53 101 - 0, F + 43 1 53 101 - 102,[e-mail]: Wien, Handelsgericht Wien, FN 470 503t,www.bcgruppe.at

In accordance with Section 110 (1) AktG, we request that our proposed resolutions be made publicly accessible together with the enclosed declarations in accordance with Section 87 (2) and (2a) AktG and curriculum vitae on the website of Semperit Aktiengesellschaft Holding as registered in the commercial register.

Yours sincerely

_________________________ B & C KB Holding GmbH

B&C KB Holding GmbH

Universitätsring 14, 1010 Wien, T + 43 1 53 101 - 0, F + 43 1 53 101 - 102,[e-mail]: Wien, Handelsgericht Wien, FN 470 503t,www.bcgruppe.at