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

   08.04.2024 / 11:00 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.

   ══════════════════════════════════════════════════════════════════════════

   Report on the intended transfer of treasury shares of Wienerberger AG

   The members of the Supervisory Board of Wienerberger AG (the "Company") as
   well as the members of the Management Board, in each case with the member
   of the Management Board abstaining from the vote concerning own claims
   with regard to the delivery of treasury shares, submit the following
   report to the shareholders of the Company pursuant to (analogously) § 153
   para. 4 in conjunction with § 159 para. 2 no. 3 Austrian Stock Corporation
   Act on the intended use of treasury shares of the Company for delivery of
   treasury shares to the members of the Management Board of the Company
   under the stock-based remuneration system LTI Program 2021 (the "LTI
   Program 2021").

    1. Authorization regarding the use of treasury shares

       1.1 The 153rd Annual General Meeting of the Company, held on 3 May
       2022, resolved under agenda item 9 to authorize the Management Board
       (Vorstand) for a period of five years, starting from the date of the
       resolution, pursuant to § 65 para. 1b of the Austrian Stock
       Corporation Act (Aktiengesetz, "AktG") and subject to the approval of
       the Supervisory Board (Aufsichtsrat) and without further resolution by
       the Annual General Meeting, to dispose of and/or use treasury shares
       by means other than through the stock exchange or by a public
       offering, applying mutatis mutandis the provisions dealing with the
       exclusion of shareholders' subscription rights, inter alia, for the
       offering of shares to employees, senior executives and members of the
       Management Board of the Company or an affiliated company as part of a
       share-based remuneration program, an employee participation program or
       a stock option program, and to determine the terms and conditions of
       the sale (the "Use Authorization").

       1.2 The Use Authorization of Wienerberger AG may be exercised in full
       or in part or in several partial amounts and in pursuit of one or more
       purposes by the Company, by a subsidiary (§ 228 para. 3 Austrian
       Commercial Code (Unternehmensgesetzbuch, "UGB")) or by third parties
       for the account of the Company.
        
    2. Granting of shares within the framework of a share-based remuneration
       system

       2.1 The Company's 2020-2024 share-based remuneration system
       established by the Supervisory Board for the Managing Board stipulates
       that, in addition to a short-term stock based compensation component,
       each member of the Management Board is entitled to a long-term
       variable stock based compensation component, which is structured as
       the LTI Program 2021 and aims to focus the activities of Management
       Board members more strongly on increasing the value of the Company and
       increasing their identification with the Company's long-term planning
       and objectives.

       2.2 The members of the Management Board and the Supervisory Board
       agreed to set exercise the share component under the LTI Program 2021
       in an amount that entitles the Management Board members to receive as
       a share-based remuneration Wienerberger shares from the Company in an
       amount equal to 50% of the payout amount (subject to compensation of
       the tax and levy difference between calculation and transfer values).
       On 22 March 2024, the Supervisory Board inter alia consented to the
       share-based remuneration component in a ratio of 50% of the payout
       amount per Management Board member. The delivery claims lead to
       delivery of the following numbers of Wienerberger shares, with the
       remaining portion of 50% of the payout amount to be paid in cash:

       - Heimo Scheuch: 13,494 Shares in the Company
       - Gerhard Hanke: 5,591 Shares in the Company
       - Solveig Menard-Galli: 5,886 Shares in the Company
       - Harald Schwarzmayr: 6,052 Shares in the Company

       This results in a total amount of 31,023 shares in the Company to be
       delivered to the members of the Management Board as the share
       component under the LTI Program 2021.

       The shares to be delivered are based on a calculation price of EUR
       28.50 per share in accordance with the provisions of the LTI Program
       2021.
        
    3. Exclusion of shareholders' repurchase rights

       3.1 The possibility of use treasury shares by other means than through
       the stock exchange or by public offering for the delivery of treasury
       shares to the members of the Managing Board as part of the share-based
       remuneration system would, if implemented, be in the interest of the
       Company and proportionate: such share-based remuneration systems are
       common practice and widespread among listed companies today. The
       implementation of such share-based remuneration systems is generally
       recognized and expected by long-standing members of the management
       board of listed companies. Share-based remuneration systems providing
       for the allocation of treasury shares in the Company serve to enhance
       the motivation of executives, increase the length of services of
       executives within a company, and promote an executive's efforts to
       deliver revenue and earnings growth. A share-based remuneration system
       increases the attractiveness of a company as an employer. In the
       absence of a share-based remuneration system, the Company would be
       forced to pay out higher variable remuneration components in cash to
       individual members of the management. Finally, investors also expect
       the management to participate in the company's success. Consequently,
       the Company's 2020-2024 stock-based compensation policy was
       established by the Supervisory Board for the Management Board and
       stipulates that, in addition to a short-term compensation component,
       each member of the Management Board is entitled to a long-term
       variable compensation component, which is structured as an LTI program
       and aims to focus the activities of Management Board members more
       strongly on increasing the value of the Company and increasing their
       identification with the Company's long-term planning and objectives.
       In addition, the members of the Management Board agreed with the
       Supervisory Board that the shares to be delivered under this LTI
       Program 2021 would be subject to a retention period of 4 years
       (instead of the previous 2 years) in view of the long-term nature of
       the remuneration component.

       3.2 The possibility of using treasury by other means than on the stock
       exchange or by a public offering for the purpose of delivering
       treasury shares under the share-based remuneration system is also
       necessary in order to implement such a system independently of any
       conditional and/or authorized conditional capital and its
       requirements.

       3.3 Pursuant to § 65 para. 1b of the Austrian Stock Corporation Act,
       the transfer of treasury shares to employees, executives and/or
       members of the management board of the company or an affiliated
       company for the granting of stock options is justified by law. The use
       of treasury shares, excluding the possibility for shareholders to
       purchase such shares, does not result in the "typical" dilution of
       shareholders. Initially, the shareholdings of existing shareholders
       and the voting power arising from the existing shareholders'
       "increased" merely due to the fact that the Company, based on the
       corresponding authorizations by the Annual General Meeting, purchased
       its own shares, and the rights from these shares were suspended as
       long as they were held by the Company as treasury shares. A reduction
       within the sphere of the individual existing shareholder only occurs
       when the Company re-uses the purchased treasury shares while excluding
       the possibility for shareholders to purchase these shares. After the
       treasury shares have been used, the shareholders again have the status
       they had before the Company acquired the treasury shares in question.
       In this context, it should also be noted that, due to the small size
       of the transaction, the members of the Management Board cannot acquire
       a controlling interest in the Company. The shareholders will not
       suffer any significant disadvantage due to the small size of the
       transaction: the intended sale only involves up to 31,023 shares in
       the Company (around 0.03% of the share capital of Wienerberger AG). As
       of the reporting date of this report, the Company holds a total of
       339,332 treasury shares, with a total number of shares of 111,732,343.
       They are also subject to a long retention period of 4 years.

       3.4 Overall, the exclusion of re-purchase rights (subscription rights)
       of existing shareholders is therefore objectively justified.

       3.5 The use of treasury shares, excluding shareholders' re-purchase
       rights (subscription rights), for the delivery of treasury shares
       under a share-based remuneration system is a common and generally
       accepted practice. In addition, the extensive disclosure requirements
       in connection with the use of treasury shares – also in connection
       with any other disclosure requirements that apply to listed companies
       such as Wienerberger AG - ensure comprehensive transparency in
       connection with the use of treasury shares. Moreover, the exclusion of
       re-purchase rights (subscription rights) is only possible with the
       approval of the Supervisory Board. The Company's Management Board
       cannot decide independently in this matter. In addition, the
       respective member of the Management Board abstains from voting on its
       own behalf. This does not expose the interests of existing
       shareholders to any particular risk.

       3.6 The Management Board, in each case with the member of the
       Management Board abstaining from the vote concerning own claims with
       regard to the delivery of treasury shares, and the Supervisory Board
       of the Company therefore come to the conclusion that the delivery of
       treasury shares under the share-based remuneration system, excluding
       re-purchase rights (subscription rights) of the shareholders, complies
       with the applicable statutory requirements.
        
    4. Next steps

       4.1 No earlier than two weeks after publication of this Report, the
       subsequent, mandatorily required Supervisory Board resolution on the
       technical implementation of the use of treasury shares and thereafter
       no earlier than three trading days after publication of the intended
       use (re-sale) of treasury shares, treasury shares in the Company may
       be delivered to the respective members of the Management Board on the
       conditions outlined above in accordance with the selected share
       components.

       4.2 The delivery is to be completed by 30 April 2024 at the latest.

   Vienna, April 2024

   The Management Board of Wienerberger AG (in each case with the member of
   the Management Board abstaining from the vote concerning own claims with
   regard to the delivery of treasury shares)
   The Supervisory Board of Wienerberger AG

   ══════════════════════════════════════════════════════════════════════════

   08.04.2024 CET/CEST

   ══════════════════════════════════════════════════════════════════════════

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


    
   End of News EQS News Service


   1874857  08.04.2024 CET/CEST

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT |

print