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

   04.12.2023 / 12:00 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.

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   Report of the Managing Board of Wienerberger AG on the exclusion of the
   purchase right (subscription right) of existing shareholders pursuant to
   Sec 65 (1b) in conjunction with Sec 171 (1) and Sec 153 (4) Austrian Stock
   Corporation Act (Aktiengesetz) in the event of a sale of treasury shares

    1. Sale of treasury shares in other ways and authorization to exclude the
       purchase right (exclusion of subscription rights)

   By resolution of the 153^rd Annual General Meeting of Wienerberger AG, FN
   77676 f (the "Company"), on 3 May 2022, the Managing Board was authorized
   pursuant to Sec 65 (1b) of the Austrian Stock Corporation Act (AktG), for
   a period of five years from the date of the resolution and with the
   approval of the Supervisory Board, to sell treasury shares in the Company
   in ways other than via the stock exchange or a public offer and to exclude
   the shareholders' pro rata purchase rights (exclusion of subscription
   rights). Based on this authorization, the Managing Board intends to sell
   treasury shares in the Company (the "Treasury Shares") in ways other than
   via the stock exchange or a public offer and, subject to the approval of
   the Supervisory Board, to use these while excluding the shareholders'
   subscription rights. The treasury shares shall be used for the employee
   participation program for US employees of companies of the Wienerberger
   Group in the US, in particular General Shale Brick, Inc. ("ESPP USA").
   Under the ESPP USA, US employees have 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.

   At the end of the offer period of ESPP USA, the total investment of all
   participating employees under 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 acquire 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 shares will be
   sold at closing price on the last trading day immediately prior to
   Closing.

   The final amount of Treasury Shares required for the ESPP USA will
   therefore 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. 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 required approval of the Supervisory Board for the use of Treasury
   Shares is expected to take place on 19 December 2023.

    2. Interest of the Company

   The Treasury Shares shall be used for the ESPP USA and distributed to the
   employees participating in the ESPP USA through the Plan Administrator as
   trustee.

   This is advantageous and in the interest to the Company for several
   reasons. The aim of the employee participation program is to strengthen
   employees' identification with the Wienerberger Group and promote their
   loyalty. The establishment of employee participation programs is quite
   common among companies and continues to increase in order to create
   attractive incentives for employees and to bind them to the company.
   Wienerberger agrees upon a three-year holding period  with the
   participating US employees. As a result, the shares remain in firm hands
   for this period.

    3. Suitability, Necessity and Proportionality

   The exclusion of subscription rights for the use of Treasury Shares for
   the ESPP USA is suitable for achieving the stated objectives in the
   interests of the Company. The exclusion of subscription rights is
   necessary and proportionate for this purpose: (i) The objectives and
   advantages pursued by using Treasury Shares for employee recruitment and
   retention cannot be achieved to the same extent in the event of a sale of
   Treasury Shares while preserving the shareholders' subscription rights or
   a sale via the stock exchange or a public offer. (ii) The use of Treasury
   Shares for the ESPP USA creates a competitive advantage in direct
   comparison to other companies that do not offer their employees such
   opportunities. This creates incentives for employees of Wienerberger Group
   companies in the US to join Wienerberger or to remain with the company in
   the long term. This has a positive impact on the Company. (iii) A sale of
   Treasury Shares with subscription rights, on the other hand, could not
   fulfill these objectives, as it is essential to attract employees as new
   shareholders and not to issue Treasury Shares to existing shareholders.
   (iv) The extent of the use of Treasury Shares is limited by the total
   amount of approximately EUR 195,000, so that a possible 'dilution' of the
   shareholders with regard to their shareholding quota remains within
   reasonable limits. As the selling price for the Investment Shares and the
   reimbursement of costs for the Matching Shares is based on the closing
   price on the Vienna Stock Exchange on the day before Closing, this is
   appropriate and there is no risk of dilution for the shareholders
   comparable to a capital increase when using Treasury Shares in the course
   of the ESPP USA. In addition, the number of Matching Shares is limited to
   one Matching Share for every two Investment Shares. Although the
   shareholding quota of the shareholder changes, this only restores the
   ratio that existed prior to the repurchase of Treasury Shares by the
   Company and which has temporarily changed due to the restrictions on the
   rights arising from Treasury Shares for the Company (Sec 65 (5) AktG).

   In particular for the reasons stated above, the purposes and measures
   pursued in the interests of the Company with the exclusion of subscription
   rights - which are in any case indirectly also in the interests of all
   shareholders - outweigh the exclusion of shareholders' subscription
   rights, so that the exclusion of subscription rights is not
   disproportionate, but necessary and appropriate. In addition, the use of
   Treasury Shares for the ESPP USA and the exclusion of subscription rights
   are subject to the approval, and therefore the control, of the Company's
   Supervisory Board.

    4. Justification of the Selling Price

   The selling price of the Treasury Shares was determined in accordance with
   the Plan Conditions. By linking the price to the closing price on the day
   prior to Closing on the Vienna Stock Exchange, an appropriate purchase
   price corresponding to the time of purchase is determined when setting the
   price for the Investment Shares and the reimbursement of costs for the
   Matching Shares. Due to the valuation of the shares taking into account
   the market price of the company's shares, there is also no
   disproportionate disadvantage for shareholders due to quota dilution.

   Treasury Shares to be sold have the same rights (in particular profit
   entitlements) as the existing shares (ISIN AT0000831706). The rights
   arising from the shares are therefore taken into account in the valuation
   of the shares on the capital market (in particular the share price).

    5. Summary

   After consideration of the reasons above, the intended exclusion of
   subscription rights is suitable, necessary, proportionate and objectively
   justified and required in the overriding interest of the Company. This
   report of the Management Board will be published on the Company's website
   registered with the commercial register and will also be distributed
   electronically throughout Europe. In addition, an announcement will be
   made on the electronic announcement and information platform of the
   Federal Government (EVI). The approval of the Company's Supervisory Board
   is required for the exclusion of subscription rights and for the sale of
   Treasury Shares. In accordance with Sec 65 (1b) in conjunction with Sec
   171 (1) AktG, a resolution of the Supervisory Board will be passed no
   earlier than two weeks after the publication of this report and the actual
   sale of Treasury Shares will be carried out in accordance with the
   statutory requirements.

   Vienna, 4 December 2023

   The Managing Board of Wienerberger AG

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   04.12.2023 CET/CEST

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   Language: English
   Company:  Wienerberger AG
             Wienerbergerplatz 1
             1100 Wien
             Austria
   Internet: www.wienerberger.com


    
   End of News EQS News Service


   1784605  04.12.2023 CET/CEST

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