Wienerberger AG / AT0000831706

07.05.2024 - 15:30:03

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

07.05.2024 / 15:30 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.

On May 7, 2024, the 155th Annual General Meeting of Wienerberger AG resolved as follows: Authorization to repurchase treasury shares (agenda topic 9.) In accordance with Section 65 (1) No 8 as well as (1a) and (1b) of the Stock Corporation Act, during a period of 30 months of the date of this resolution, the Managing Board of Wienerberger AG is authorized to purchase treasury shares of Wienerberger AG at a lowest equivalent of EUR 1.00 per share and a highest equivalent per share which must not exceed 20% of the average unweighted closing price of the preceding ten trading days before the respective repurchase of shares, without obtaining any further resolution by the Annual General Meeting. The amount of treasury shares purchased based on such authorization and of any other treasury shares held may not exceed at any time 10% of the share capital of Wienerberger AG; the total number of treasury shares purchased according to the authorization based on this resolution of May 7, 2024 may not exceed 10% of the share capital of Wienerberger AG as of the date of this resolution. The Managing Board may determine the terms of repurchase. At the discretion of the Managing Board, any purchase may be carried out on or off the stock exchange or by way of a public offer. Shares may also be purchased from individual shareholders or from a single shareholder. If consent by the Supervisory Board is not required under mandatory law, the Supervisory Board must be informed of any such decision by the Managing Board afterwards. An off-market purchase may also be carried out by excluding the shareholders' pro-rated rights of disposal (reverse exclusion of subscription rights). Any purchase may not be carried out for the purpose of trading in treasury shares. Within the limits prescribed by law, especially regarding the maximum number of treasury shares, the Managing Board may exercise this authorization in whole or in part, individually or collectively, once or repeatedly. Such authorization may be exercised by the company, by a subsidiary (Section 228 (3) Austrian Business Code) or by third parties for the company's account in furtherance of one or more purposes. This resolution replaces the authorization of the Managing Board to repurchase treasury shares adopted by the 153rd Annual General Meeting on May 3, 2022. Ermächtigung zur Veräußerung eigener Aktien (agenda topic 10.) Pursuant to Section 65 (1b) of the Stock Corporation Act, for a period of five years from the date of today's resolution, subject to approval by the Supervisory Board and without obtaining any further resolution by the Annual General Meeting, the Managing Board of Wienerberger AG, for purposes of selling and/or using treasury shares, is authorized to adopt a form of sale permitted by law other than through the stock exchange or by public offer, applying by analogy the rules governing the exclusion of subscription rights of shareholders, and to determine the terms of sale. Such authorization includes the sale and/or use of treasury shares in the form of a sale permitted by law other than through the stock exchange or by public offer, including, but not limited to, an off-market sale (excluding the repurchase rights of shareholders in whole or in part), e.g. in the form of an accelerated private placement, or as non-cash transaction currency for the acquisition of companies, shares, interests in companies or other assets.

Such authorization may be exercised by the company, by a subsidiary (Section 228 (3) Business Code) or by third parties for the company's account in whole or in part or in several instalments and in furtherance of one or more purposes. Pursuant to Section 65 (1) No 8, last sentence, of the Stock Corporation Act, during a period of 30 months of the date of this resolution, subject to approval by the Supervisory Board and without obtaining any further resolution by the Annual General Meeting, the Managing Board of Wienerberger AG is authorized to decrease the share capital by cancelling purchased treasury shares. The Supervisory Board is authorized to adopt amendments to the Articles of Association arising from such cancellation of shares. Within the limits prescribed by law, especially regarding the maximum number of treasury shares, the Managing Board may exercise such authorizations in whole or in part, individually or collectively, once or repeatedly. The authorizations granted in items a) and b) above are valid both in respect of treasury shares already held by the company on the date of this resolution and in respect of treasury shares to be purchased in the future. This resolution replaces the authorization to sell treasury shares adopted by the 153rd Annual General Meeting on May 3, 2022. Vienna, this May 7, 2024 The Managing Board

07.05.2024 CET/CEST