The 153rd Annual General Meeting of Wienerberger AG on May 3, 2022 passed the following resolutions:
Authorization to repurchase treasury shares involving a reverse exclusion of subscription rights
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 (one euro) per share and a highest equivalent of twice the closing price of May 3, 2022 per share, without obtaining any further resolution by the Annual General Meeting, with the amount of repurchased shares not exceeding 8% of the share capital of Wienerberger AG. At the discretion of the Managing Board, such 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. The Supervisory Board must be informed of such decision 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, provided that the portion of the share capital associated with the shares held by the company on the basis of this authorization or otherwise never exceeds 8% of the share capital.
This resolution replaces the authorization of the Managing Board to repurchase treasury shares adopted by the Annual General Meeting on May 5, 2020.
Resolution on the sale of treasury shares, excluding subscription rights
Pursuant to Section 65 (1b) of the Stock Corporation Act, for a period of five years from the date of 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 authorizations include 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 or various other assets.
Such authorization may be exercised by the company, by a subsidiary (Section 228 (3) of the Austrian Business Code [UGB]) or by third parties for the company's account in whole or in part or in several instalments and by pursuing 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 redeeming purchased treasury shares. The Supervisory Board is authorized to adopt amendments to the Articles of Association arising from such redemption 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.
This resolution replaces the authorization to sell treasury shares adopted by the Annual General Meeting on May 5, 2020.
Vienna, May 3, 2022
The Managing Board
