Wienerberger AG / AT0000831706

21.02.2024 - 18:00:07

EQS-CMS: Wienerberger AG: Other admission duties to follow

EQS Post-admission Duties announcement: Wienerberger AG / Publication according to § 119 (9) BörseG
Wienerberger AG: Other admission duties to follow

21.02.2024 / 18:00 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Wienerberger AG resolves on the use of 6,000,000 treasury shares The Managing Board of Wienerberger AG (the "Company") has decided to execute a use of treasury shares (own shares) on the basis of the authorisation for the use (resale authorisation) of treasury shares granted by the 153rd Annual General Meeting on May 3, 2022 under agenda item 9 (the "Use Authorisation"). In December 2022, Wienerberger announced its intention to acquire significant parts of the Terreal Group, a European provider of innovative roofing and solar solutions in France, Germany, Italy, Spain and the USA (the "Terreal Acquisition"). Following the conclusion of a put option agreement in December 2022, an indirect wholly-owned subsidiary of the Issuer seated in France (the "Acquirer") entered into a share purchase agreement under French law on March 13 and 14, 2023. This agreement pertained to the acquisition of 100% of the shares of Terreal Holding SAS, France (the "Acquisition") form the existing shareholders as sellers (the "Sellers"). The purchase price for the Terreal Acquisition is payable (i) by delivery of treasury shares of the Company and (ii) by a cash purchase price component. Wienerberger published a report on the use of own shares excluding purchase rights (subscription rights) on 29 January 2024 via a pan-European electronic distribution system and on its website under https://www.wienerberger.com/en/investors/share.html as well as in accordance with joint stock company laws for the purpose of using such treasury shares as an additional non-cash transaction currency for the Acquisition in addition to a cash purchase price component. The Managing Board of Wienerberger AG resolved on 29 January 2024 to use the treasury shares accordingly; the Supervisory Board of the Company approved this on 13 February 2024. Details on the use of treasury shares in fulfilment of the disclosure obligations pursuant to §§ 6 and 7 Veröffentlichungsverordnung 2018 will be published on the Company's website at https://www.wienerberger.com/de/investoren/aktie.html (German) and https://www.wienerberger.com/en/investors/share.html (English). Use of treasury shares: Date of the authorisation resolution of the Annual General Meeting pursuant to § 65 para. 1 no. 8 AktG: 3 May 2022 (resolution published on May 3, 2022) Start and expected duration of use: Delivery of treasury shares expected on or about 29 February 2024 Share class: bearer shares (ISIN AT0000831706) Intended volume of sale: 6,000,000 treasury shares of Wienerberger AG (approx. 5.37% of the share capital of Wienerberger AG) Price per own share: According to the share purchase agreement with the Sellers, taking into account the price level of the Company's shares on the Vienna Stock Exchange prior to the announcement of the intended Terreal Acquisition: EUR 26.00 per treasury share Type of sale: Off-market (direct delivery to a trustee on behalf of the Sellers in accordance with the share purchase agreement, the resolution of the Managing Board of Wienerberger AG and the resolution of the Supervisory Board of Wienerberger AG) Purpose of the sale: Use of the treasury shares for purposes provided for by law and purposes pursuant to the authorisation resolution of the Annual General Meeting of the Company of May 3, 2022 as well as § 65 para 1b last sentence AktG Possible effects of the sale on the listing of the shares: None Notice: This announcement is a mandatory notification pursuant to § 65 para 1a AktG, § 119 para 9 BörseG 2018 in conjunction with § 5 Veröffentlichungsverordnung 2018. This announcement constitutes neither an offer to sell nor a solicitation to buy the shares mentioned herein in any jurisdiction, including the United States of America, Australia, Canada or Japan. This announcement has been prepared solely for the purpose of complying with mandatory legal requirements. The information contained herein may not be distributed in any jurisdiction where such distribution is unlawful and all recipients are requested to inform themselves about and to observe any such restrictions. Any use of the shares referred to herein will only be made in accordance with all applicable corporate and securities laws.

21.02.2024 CET/CEST