- 07.04.2026, 12:00:46
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- EQS0007
EQS-AGM: Wienerberger AG: Invitation to the General Meeting according to art. 107 para. 3 Companies
EQS-News: Wienerberger AG / Announcement of the Convening of the General
Meeting
Wienerberger AG: Invitation to the General Meeting according to art. 107
para. 3 Companies
07.04.2026 / 12:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by
[1]EQS News - a service of [2]EQS Group.
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════
Wienerberger AG
Wienerbergerplatz 1, 1100 Vienna
Company Register Number 77676f
ISIN AT0000831706
Notice
of the 157th Annual General Meeting
to be held on Thursday, May 7, 2026, at 10:00 am
at Erste Campus, Grand Hall, Am Belvedere 1, 1100 Vienna
Agenda
1. Presentation of the adopted Annual Financial Statements and the
Management Report of Wienerberger AG, the Consolidated Financial
Statements and the Group Management Report, including the consolidated
non-financial statement, the Corporate Governance Report, and the
report by the Supervisory Board on the financial year 2025
2. Resolution on the use of net profits shown in the 2025 Annual
Financial Statements
3. Discharge of the Managing Board members for the financial year 2025
4. Discharge of the Supervisory Board members for the financial year 2025
5. Election of auditors of the Annual Financial Statements and
Consolidated Financial Statements and of sustainability reporting for
the financial year 2026
6. Elections to the Supervisory Board
7. Resolution on the 2025 remuneration report
8. Authorization to repurchase treasury shares while excluding other
shareholders' pro-rated selling rights
9. Authorization to cancel treasury shares
10. Resolution on the authorization of the Managing Board to increase,
subject to approval by the Supervisory Board, the Company's share capital
as set forth in Section 169 of the Austrian Stock Corporation Act
(authorized capital) against contribution in cash, including partial
authorization to exclude subscription rights, including relevant
amendments to § 4 of the Articles of Association (share capital and
shares)
Documents for the Annual General Meeting
Pursuant to Section 108 (3) and (4) of the Austrian Stock Corporation Act,
not later than on Thursday, April 16, 2026 the following documents will be
available on the Company's website at www.wienerberger.com as registered
in the commercial register:
• The documents referred to in agenda item 1;
• Proposed resolutions on agenda items 2 - 10;
• Reports by the Managing Board in respect of agenda items 8 - 10;
• Statements by the candidates to be elected to the Supervisory Board,
as set forth in Section 87 (2) of the Austrian Stock Corporation Act,
including CVs;
• 2025 remuneration report;
• Forms for granting and revoking powers of attorney pursuant to
Section 114 of the Austrian Stock Corporation Act;
• All other publications made by the Company in relation to this Annual
General Meeting.
Record date and participation in the Annual General Meeting
Eligibility to participate in the Annual General Meeting and to exercise
voting rights and any other shareholder rights to be asserted at the
Annual General Meeting is based on the shares held on Monday, April 27,
2026, midnight Vienna time (Record Date).
A person may participate and exercise shareholder rights in the Annual
General Meeting only if the person is a shareholder on the Record Date and
submits related documentary evidence to the Company.
A depository confirmation as defined in Section 10a of the Austrian Stock
Corporation Act and/or § 18 of the Articles of Association constitutes
sufficient proof of the shares held on the Record Date and must be
received by the Company not later than on Monday, May 4, 2026, midnight
Vienna time, exclusively by one of the following means of communication:
By mail/ courier Wienerberger AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60, 8242 St. Lorenzen/Wechsel
By SWIFT ISO 15022 CPTGDE5WXXX (Message Type MT598 or Type 599;
please indicate ISIN AT0000831706 in the text)
By SWIFT ISO 20022 ou=xxx;o=cptgde5w;o=swift
o=swift - seev.003.001.10 or seev.004.001.10 (or seev.004.001.11, if
applicable; a detailed description is available at www.wienerberger.com)
By email [email protected]
(depository confirmation as PDF-attachment)
By fax +43 (0) 1 8900 500 50
Depository confirmation pursuant to Section 10a of the Austrian Stock
Corporation Act
The depository confirmation must be issued by the custodian bank having
its registered office in a member state of the European Economic Area or
in a full OECD member state and must include the following information:
1. Information on the issuer: name/company name and address or a code
commonly used in transactions between banks (SWIFT code);
2. Information on the shareholder: name/company name, address, date of
birth of natural persons; register and registration number of legal
entities, if applicable;
3. Securities account number or other designation;
4. Information on the shares: number of shares (ISIN AT0000831706) held
by the shareholder;
5. Date to which the depository confirmation refers.
The depository confirmation which is to prove a shareholder's holding must
refer to the above Record Date (Monday, April 27, 2026, midnight Vienna
time).
The depository confirmation must be provided in German or English.
Provision of the depository confirmation is deemed registration for the
Annual General Meeting. The Record Date does not affect the alienability
of shares or the entitlement to receive dividends.
Representation by proxies
Every shareholder who is entitled to participate in the Annual General
Meeting and has submitted to the Company related documentary evidence as
set out herein has the right to grant power of attorney to a proxy who
participates in the Annual General Meeting on the shareholder's behalf and
has the same rights as the shareholder represented by the proxy.
Power of attorney must be given in writing (Section 13 (2) Austrian Stock
Corporation Act) to a certain (natural or legal) person; power of attorney
may be granted to several persons.
Power of attorney may be granted both before and during the Annual General
Meeting. If a power of attorney is not handed over on the date of the
Annual General Meeting upon registration at the venue, it must be timely
sent to ensure it is received by the Company not later than on Wednesday,
May 6, 2026, 12 pm Vienna time, using one of the following means:
By mail/ courier Wienerberger AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60, 8242 St. Lorenzen/Wechsel
By SWIFT ISO 15022 CPTGDE5WXXX (Message Type MT598 or Type 599;
please indicate ISIN AT0000831706 in the text)
By SWIFT ISO 20022 ou=xxx;o=cptgde5w;o=swift
o=swift - seev.003.001.10 or seev.004.001.10 (or seev.004.001.11, if
applicable; a detailed description is available at www.wienerberger.com)
By email [email protected]
(power of attorney as PDF-attachment)
By fax +43 (0) 1 8900 500 50
Sample forms for granting and revoking powers of attorney are available on
the Company's website at www.wienerberger.com. For the sake of efficiency,
please use the forms provided. Information about how to grant power of
attorney, including, but not limited to, information on the required text
form and the contents of the power of attorney, can be found in the proxy
form provided to the shareholders.
If a shareholder has granted power of attorney to the shareholder's
custodian bank, in addition to providing the depository confirmation the
custodian bank merely needs to issue a statement that it was granted power
of attorney, such statement to be provided to the Company by way of the
above means of communication.
Even if shareholders have granted power of attorney, they may personally
exercise their rights at the Annual General Meeting. Any power of attorney
granted shall be deemed revoked if a shareholder appears in person at the
Annual General Meeting.
The above provisions on how to grant power of attorney apply analogously
to any revocation of a power of attorney.
As a special service, Mr. Florian Beckermann, managing director of the
Interessenverband für Anleger (IVA), will be available to shareholders
and/or institutions at the Annual General Meeting as an independent proxy
for the purpose of exercising voting rights as instructed. A special proxy
form is available on the Company's website at www.wienerberger.com. In
addition, Mr. Beckermann can be contacted directly:
• Florian Beckermann
Tel.: +43 (0) 1 876 33 43-0
Email: [email protected]
If power of attorney is granted to Mr. Beckermann, such power of attorney
has to be sent to the above email address.
Shareholders' rights under Sections 109, 110, 118 and 119 of the Austrian
Stock Corporation Act
Pursuant to Section 109 of the Austrian Stock Corporation Act,
shareholders who individually or collectively hold 5% of the share capital
and have held such shares for at least three months prior to filing their
motion can request the inclusion and announcement of additional items on
the agenda of this Annual General Meeting, provided that such request is
received by the Company in writing (signatures of all shareholders filing
the motion required; if sent by email, qualified electronic signatures of
all shareholders filing the motion required) not later than on Thursday,
April 16, 2026, midnight Vienna time, by mail at Wienerberger AG, Attn.:
Martina Handler, Wienerbergerplatz 1, 1100 Vienna, or by email (qualified
electronic signature required) at [email protected]. Every
agenda item so requested must be accompanied by a proposed resolution
(also in the German language), including reasons. To prove a shareholder's
capacity, it suffices to submit a depository confirmation as described in
Section 10a of the Austrian Stock Corporation Act which confirms that the
shareholders filing the motion have held their shares for at least three
months before the motion is filed and which may not be older than seven
days when received by the Company. Several depository confirmations in
respect of shares accounting for 5% only collectively must refer to the
same date and time. For further requirements concerning the depository
confirmation, please refer to the section concerning the right to
participate in the Annual General Meeting.
Pursuant to Section 110 of the Austrian Stock Corporation Act,
shareholders who individually or collectively hold at least 1% of the
share capital can submit proposed resolutions, including reasons, in
respect of every agenda item and request that such proposals, including
the names of the relevant shareholders, the statement of reasons to be
attached, and a statement, if any, by the Managing Board or the
Supervisory Board be published on the Company's website registered in the
commercial register, provided that such request is received by the Company
in writing not later than on Monday, April 27, 2026, midnight Vienna time,
by facsimile at +43 1 8900 500 50, by email at
[email protected] or by mail at Wienerberger AG, Attn.:
Martina Handler, Wienerbergerplatz 1, 1100 Vienna. The proposed
resolution, but not the reasons for such resolution, must also be written
in the German language. If a proposal is made to elect a member of the
Supervisory Board, the reasons to be given for a proposal are replaced by
the statement issued by the proposed individual under Section 87 (2) of
the Austrian Stock Corporation Act. To prove a shareholder's holding in
order to exercise this shareholder right, it suffices to submit a
depository confirmation as described in Section 10a of the Austrian Stock
Corporation Act which may not be older than seven days when provided to
the Company. Several depository confirmations in respect of shares
accounting for 1% only collectively must refer to the same date and time.
For further requirements concerning the depository confirmation, please
refer to the section concerning the right to participate in the Annual
General Meeting.
As regards agenda item 6 "Elections to the Supervisory Board" and if
shareholders make a relevant proposal under Section 110 of the Austrian
Stock Corporation Act, please note the following:
Wienerberger AG is subject to the scope of application of Section 86 (7)
of the Austrian Stock Corporation Act and must therefore take into account
a minimum share of men and women. Pursuant to § 10 (1) of the Articles of
Association of Wienerberger AG, the Supervisory Board consists of at least
three and not more than ten members elected by the Annual General Meeting.
At present, the Supervisory Board consists of seven members elected by the
Annual General Meeting (capital representatives) and three members
appointed by the Works Council pursuant to Section 110 of the Austrian
Workplace Labor Relations Act. Four of the seven capital representatives
are men and three are women; two of the employee representatives are men
and one is a woman. The Supervisory Board therefore consists of six men
and four women and thus complies with the minimum share of men and women
under Section 86 (7) of the Austrian Stock Corporation Act.
Please note that neither the majority of capital representatives nor the
majority of employee representatives raised an objection pursuant to
Section 86 (9) of the Austrian Stock Corporation Act, which means that the
minimum share of men and women need not be met separately, but
collectively by the Supervisory Board as a whole as set forth in
Section 86 (9), first sentence, of the Austrian Stock Corporation Act.
Taking into account seven capital representatives and three members
appointed by the Works Council, at least three women and three men must be
on the Supervisory Board to satisfy the minimum share of men and women.
Any proposal made by shareholders in respect of agenda item 6 "Elections
to the Supervisory Board" must take into account Section 86 (7) of the
Austrian Stock Corporation Act and/or the aforementioned minimum share of
men and women.
Section 119 of the Austrian Stock Corporation Act provides that at the
Annual General Meeting every shareholder may file motions in respect of
every agenda item which do not require prior announcement.
Section 118 of the Austrian Stock Corporation Act provides that upon
request, every shareholder must be provided with information concerning
the Company's affairs at the Annual General Meeting, where such
information is necessary to properly evaluate an agenda item. Such right
to receive information also covers the Company's legal and business
relations to an affiliated company as well as the state of affairs of the
Group and the companies included in the Consolidated Financial Statements.
Additional information on the rights of shareholders under Sections 109,
110, 118 and 119 of the Austrian Stock Corporation Act is available on the
Company's website at www.wienerberger.com.
Privacy information for shareholders
For purposes of carrying out the Annual General Meeting, Wienerberger AG
processes personal data of shareholders (including, but not limited to,
data pursuant to Section 10a (2) of the Austrian Stock Corporation Act,
i.e. name; address; date of birth; number of the securities account;
number of shares held by the shareholder; type of shares, where
applicable; number of the voting card and; where applicable, name(s) and
date(s) of birth of the proxy/proxies) on the basis of applicable data
protection provisions, including, but not limited to, the European General
Data Protection Regulation (GDPR) and the Austrian Data Protection Act
[DSG], in order to enable shareholders to exercise their rights at the
Annual General Meeting. You cannot register for the Annual General Meeting
without disclosing your personal data.
Pursuant to Section 104 (1) of the Austrian Stock Corporation Act,
Wienerberger AG is obliged by law to convene an ordinary general meeting
once a year. To comply with this legal obligation, the processing of
personal data of shareholders is indispensable for shareholders and their
proxies to participate in the Annual General Meeting. Article 6 (1) c) of
the GDPR, according to which processing is lawful if necessary for
compliance with a legal obligation to which the controller is subject,
constitutes the legal basis for processing personal data.
Wienerberger AG is the controller responsible for processing personal
data. For the purpose of organizing the Annual General Meeting,
Wienerberger AG uses the services of external service providers, such as
notaries, lawyers, banks and IT service providers. These receive from
Wienerberger AG only such personal data as required for performing the
contractually agreed services and process such data exclusively in
accordance with instructions received from Wienerberger AG. Where required
by law, Wienerberger AG has concluded data privacy agreements with these
service providers. Personal data is not disclosed to third parties for any
other purpose.
If a shareholder participates in the Annual General Meeting, all
shareholders present or their proxies, the members of the Managing Board
and the Supervisory Board, the notary and all other people having a
statutory right to participate in the Annual General Meeting may view the
legally required list of participants (Section 117 Austrian Stock
Corporation Act) and thus also any personal data mentioned therein (such
as name, place of residence, shareholding). Moreover, Wienerberger AG is
obliged by law to file with the commercial register personal shareholder
data (in particular the list of participants) as part of the minutes
prepared by the notary (Section 120 Austrian Stock Corporation Act).
The aforementioned data is erased two years after the end of the Annual
General Meeting, unless further processing of the data is necessary on a
case-by-case basis to process motions, decisions or legal proceedings
relating to the Annual General Meeting. On request, you have the right to
request free access to your personal data stored by us. Moreover, you have
the right to request rectification of inaccurate data, the right to
request restriction of processing of data processed in excess of what is
required, and the right to request erasure of personal data unlawfully
processed and/or stored for too long a period of time (unless preservation
of the data is required by law or other reasons under Art. 17 (3) GDPR
apply). Moreover, you have the right to receive all data provided to us in
a commonly used data format (right to data portability). To exercise your
rights, all you need to do is send an email to
[3][email protected]. Moreover, you have the right to lodge a
complaint with a data protection supervisory authority.
For further information on data protection, please refer to our Privacy
Policy on the website of Wienerberger AG at [4]www.wienerberger.com.
Total number of shares and voting rights
On the date the Annual General Meeting was called, the Company's share
capital amounted to EUR 109,497,697 and was divided into 109,497,697
no-par value bearer shares. Each share grants one vote. As of the
reference date, Wednesday, March 25, 2026, the Company and its
subsidiaries hold 295,831 treasury shares. No rights accrue to the Company
from such treasury shares. The total number of shares entitled to
participate and to vote is 109,201,866 as of the above date. The number of
treasury shares and thus the total number of shares entitled to
participate and to vote may change until the date of the Annual General
Meeting. The Company will give notice thereof in compliance with
applicable legal provisions.
Further information and notices
The venue may be entered for the purpose of collecting voting cards from 9
am. Please note that shareholders and/or their proxies will be required to
present a valid official photo ID (driver's license, passport, identity
card) at the entrance area of the Annual General Meeting to establish
their identities. Proxies are asked to bring the power of attorney or a
copy thereof along with their official photo IDs. Any individual whose
identity cannot be established may be denied entry.
Please allow for some queue time due to the expected large number of
participants and the usual security measures.
Vienna, April 2026 The Managing Board
Disclaimer
This is a working translation from the German language version and for
convenience purposes only. In the event of conflict with the German
language version, the German language version shall prevail.
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07.04.2026 CET/CEST
View original content: [5]EQS News
══════════════════════════════════════════════════════════════════════════
Language: English
Company: Wienerberger AG
Wienerbergerplatz 1
1100 Wien
Austria
Phone: +43 1 60 192-0
Fax: +43 1 60 192-10159
E-mail: [email protected]
Internet: www.wienerberger.com
ISIN: AT0000831706
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
2304102 07.04.2026 CET/CEST
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