Wienerberger AG / AT0000831706

19.12.2023 - 14:00:03

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

19.12.2023 / 14:00 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 treasury shares The Managing Board of Wienerberger AG (the "Company") has decided to execute a use of treasury shares (own shares) based on the authorization for the use (resale authorization) of treasury shares granted by resolution of the 153rd Annual General Meeting on 3 May 2022 (the "Use Authorization"). Wienerberger published a report on the use of treasury shares excluding subscription rights on 4 December 2023 via a pan-European electronic distribution system and on its website under https://www.wienerberger.com/en/investors/download-center.html and on 4 December 2023 on the Electronic Announcement and Information Platform of the Federal Government (EVI) on the basis of the Use Authorization (the "Report") for the purposes of an employee share participation program for employees of the Wienerberger group in the United States, in particular for employees of General Shale, Inc. (the "ESPP USA"). Under the ESPP USA, US employees had the opportunity to acquire shares listed on the Vienna Stock Exchange under ISIN AT0000831706. For every two shares purchased ("Investment Shares"), the participating employee receives one Wienerberger AG share without any further consideration ("Matching Share") in accordance with the terms and conditions of the ESPP USA ("Plan Conditions") (2+1 model). ESPP USA is administered by Global Shares Inc. as plan administrator ("Plan Administrator"). The Plan Administrator will hold the shares in trust on behalf of the US employees for the duration of the program. For this reason, the treasury shares will be transferred directly to the Plan Administrator to be held in trust on behalf of the US employees under the ESPP USA. Under the ESPP USA, US employees were given the opportunity to participate in the ESPP USA within an offer period. At the end of the offer period, the total investment of all employees participating in the ESPP USA amounted to the equivalent of approximately EUR 130,000. For this total investment amount, Wienerberger AG sells and transfers treasury shares as Investment Shares to the Plan Administrator as trustee for the participating employees. In addition, Wienerberger AG sells and transfers one Matching Share for every two Investment Shares without any further consideration by the participating employees to the Plan Administrator as trustee for the participating employees. The costs for the Matching Shares are borne by companies of the Wienerberger Group in the US, in particular General Shale Brick, Inc. and a reimbursement of costs is paid to Wienerberger AG. In total, Wienerberger AG will therefore transfer treasury shares for the ESPP USA at a price of approximately EUR 130,000 (taking into account the fact that only whole shares are delivered) as Investment Shares and additionally one Matching Share for every two Investment Shares, whereby Wienerberger will receive a cost compensation of approximately EUR 65,000 (taking into account the fact that only whole shares are delivered) for the Matching Shares. The transfer of the treasury shares to the Plan Administrator is expected to take place on 27 December 2023 ("Closing"). On the day of Closing, both the Investment Shares and the Matching Shares will be transferred to the Plan Administrator as trustee for the US employees. The final amount of treasury shares required for the ESPP USA will be determined on the day of Closing based on the closing price of the Wienerberger share on the Vienna Stock Exchange on the last trading day immediately prior to Closing, whereby treasury shares will be sold as Investment Shares at a price of approximately EUR 130,000 and for every two Investment Shares, one Matching Share will be sold to the participating employees with a reimbursement of costs in the amount of approximately EUR 65,000. Based on the closing price of the Wienerberger share on the Vienna Stock Exchange on 30 November 2023, this would result in 7,380 treasury shares to be used. This would correspond to around 0.007 % of the company's total shares. The Management Board of Wienerberger AG resolved on 19 December 2023 to use the treasury shares accordingly; the Supervisory Board of the Company approved this on 19 December 2023. Details on the use of treasury shares will be published on the Company's website at https://www.wienerberger.com/de/investoren/aktie.html (German language) and https://www.wienerberger.com/en/investors/share.html (English language). Use of treasury shares: Date of the authorization resolution of the Annual General Meeting pursuant to § 65 para. 1 no. 8 AktG: 3 May 2022 (resolution published on 3 May 2022) Start and expected duration of use: 27 December 2023 (expected) Share class: bearer shares (ISIN AT0000831706) Intended volume of sale: The final volume is not yet determined and will be calculated as described above, whereas treasury shares will be sold to the participating employees as Investment Shares for a total consideration of approximately EUR 130,000 and one Matching Share for every two Investment Shares with a cost compensation of in total approximately EUR 65,000. For illustration purposes - on the basis of the closing price of the Company’s shares on 30 November 2023, 7,380 shares, corresponding to 0.007 % of the Company's total shares, would be used. Price per own share: The consideration for the transfer of the shares is calculated as described above and is based on the closing price per share on the Vienna Stock Exchange on the business day immediately prior to Closing. Type of sale: Off-market (direct delivery to Global Shares Inc. as Plan Administrator and trustee of the participating employees, according to the resolution of the Management 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 of an employee share participation program for employees of the Wienerberger group in the United States pursuant to the authorization resolution of the Annual General Meeting of the Company of 3 May 2022 as well as § 65 para 1b last sentence AktG. Possible effects of the sale on the listing of the shares: None.

19.12.2023 CET/CEST