EANS-Other capital market information: Wienerberger AG / Acquisition and/or sale of treasury shares according to art. 119 para. 9 Stock Exchange Act

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Convenience translation, the German language is binding

Report by the Managing Board of Wienerberger AG on the exclusion of acquisition
rights (subscription rights) of existing shareholders pursuant to Section 65
(1b) in conjunction with Section 171 (1) in conjunction with Section 153 (4) of
the Austrian Stock Corporation Act [AktG] in the context of a potential sale of
treasury shares

1. Basis of authorization - other sale of treasury shares and authorization to
exclude acquisition rights (exclusion of subscription rights)

By resolution adopted by the Annual General Meeting of Wienerberger AG, company
number FN 77676f (the "Company") on 5 May 2020, pursuant to Section 65 (1b) of
the Austrian Stock Corporation Act, the Company's Managing Board, for a period
of five years from adoption of the resolution and subject to approval by the
Supervisory Board, was authorized to sell treasury shares other than through the
stock exchange or by way of public offer and to exclude the pro-rated
acquisition rights of shareholders (exclusion of subscription rights).

In preparation of the resolution adopted by the Annual General Meeting on 5 May
2020, pursuant to Section 65 (1b) in conjunction with Section 153 (4), sentence
2, of the Austrian Stock Corporation Act, the Managing Board - as early as in
April 2020 - presented a written report setting out the potential reasons for a
partial or complete exclusion of the acquisition rights of shareholders
(exclusion of subscription rights).

2. Exclusion of subscription rights

The Company's Managing Board has now decided to start evaluating and preparing a
potential sale of treasury shares other than through the stock exchange,
excluding the acquisition rights of shareholders in whole or in part. If a sale
is actually implemented, it is intended to offer treasury shares in the context
of private placements to institutional investors by way of an accelerated book-
building process, with the subscription rights of shareholders being excluded.

Whether or not and in what way shares will be placed as well as the date and
specific conditions of such placement will depend on the capital markets
environment, the buying interest of investors and the approval given by the
Company's Supervisory Board.

In order to establish the conditions for a potential sale and placement of
treasury shares with institutional investors while excluding the subscription
rights of shareholders, the Managing Board - as authorized by the Annual General
Meeting on 5 May 2020 - decided to exclude subscription rights in respect of a
potential sale of up to 2,500,000 treasury shares, subject to approval by the
Supervisory Board, and pursuant to Section 65 (1b) in conjunction with Section
171 (1) in conjunction with Section 153 (4) of the Austrian Stock Corporation
Act, presents this report setting out the reasons for excluding acquisition
rights (subscription rights). In addition, reference is made to the April 2020
report issued by the Company's Managing Board in preparation of the Annual
General Meeting on 5 May 2020.

3. Corporate interest

If a sale of treasury shares is implemented, it is intended to offer such
treasury shares to (institutional) investors in the context of a private
placement by way of an accelerated book-building process. The accelerated book-
building process also serves as a basis for determining the issue price (selling
price) of the shares to be sold.

An accelerated book-building process to place shares is a customary and
acknowledged process on the international capital market. It is a tested process
facilitating swift and timewise flexible share placements within a short offer
period. It enables the Company to take into account market conditions and market
opportunities, if any, and to flexibly use potential time windows for placing
packages of treasury shares.

An accelerated placement of treasury shares in the context of an accelerated
book-building process significantly reduces any placement and market risks for
the Company. Due to a two-week subscription period, a placement of shares where
shareholders are granted subscription rights involves the considerable
disadvantage of institutional (investors) not being addressed at all or only
with a lower issuing volume as a result of the allocation mechanism and/or the
market risks arising for such investors within the subscription period.

An accelerated book-building process allows for a more precise and quicker
evaluation of prices expected by the market during a short offer period. In
addition, international practice has shown that an accelerated book-building
process can generally achieve better conditions than would otherwise be the case
because the immediate placement eliminates market risk factors which
institutional investors would otherwise take into account in the form of a price
discount at the Company's expense.

A direct placement of treasury shares avoids the risk of negative price changes
during the offer period (in particular in volatile markets) with adverse effects
on the success and/or costs of the capital measure and the risk of speculation
on the Company's share (e.g. short selling) during the offer period. Reducing
placement and market risks is particularly important in a volatile stock
exchange environment because a market environment involving uncertain
macroeconomic factors may entail price risks for the Company.

An accelerated book-building process involving an exclusion of subscription
rights also enables the Company to include in the share placement
(institutional) investors who commit to subscribe for a certain number of shares
(anchor investors). This gives the Company advantages as regards the realizable
selling price per share. In addition, the Company is able to extend and
stabilize its shareholder structure by placing shares in the context of an
accelerated book-building process, i.e. institutional investors (in particular
long-term financial investors and strategic investors) will become a fixed part
of the Company's shareholder structure, even if against cash payment.

A public offer of treasury shares would require a significantly longer lead time
to prepare and approve a securities prospectus and an extended offer period. The
share placement by way of an accelerated book-building process where acquisition
rights are excluded is implemented by applying an exception from the obligation
to publish a prospectus and avoids the above disadvantages. Placing shares
without issuing a prospectus significantly reduces the Company's liability risks
and costs as compared to a public offer requiring a prospectus.

It is intended to use the net proceeds from the possible sale of treasury shares
for potential growth opportunities in the area of water and energy management
within Wienerberger Piping Solutions as well as for general business purposes,
among other things.

4. Exclusion is proper, necessary and proportionate

Excluding subscription rights for the purpose of selling treasury shares and
placing shares by way of an accelerated book-building process is a proper means
to achieve the mentioned objectives which are in the Company's interest. The
exclusion of subscription rights is therefore necessary and proportionate.

The sale of treasury shares to bolster the capital structure, the placement of
shares as well as the objectives pursued by and the advantages associated with
the accelerated book-building process cannot be achieved to the same extent by
selling treasury shares and granting shareholders subscription rights or by
selling treasury shares through the stock exchange.

This concerns in particular increased transaction security, the placement
advantages in terms of prices regularly achievable by the accelerated book-
building process, an extension and stabilization of the shareholder structure,
and the advantages from including anchor investors in the placement.

A sale of treasury shares where subscription rights are granted requires a
significantly longer lead time, in particular for the purpose of preparing and
approving a securities prospectus. This means that market opportunities cannot
be used as quickly and flexibly as in a sale of treasury shares where
subscription rights are excluded. A longer lead time can have adverse effects on
the implementation of the capital measure especially in a volatile market
environment involving uncertain macroeconomic factors. It is not foreseeable how
the market environment and the capital market environment will develop and it is
particularly difficult to estimate whether and when any adverse market
developments may arise (see item 3 of this report).

Likewise, any cost advantages cannot be achieved in a sale of treasury shares
where subscription rights are granted. And a sale of treasury shares through the
stock exchange cannot be implemented within a reasonable period time in respect
of the envisaged purposes, in particular because of the usual trading volumes of
the Company's shares on the Vienna Stock Exchange and resulting volume
restrictions on share disposal programs as well as expected negative price
effects due to pressure on the stock exchange to sell shares during a disposal
program.

The issue price (selling price) of the shares is established by means of an
accelerated book-building process and properly determined based on market
conditions, taking into account the price level of the shares. Basing the issue
price (selling price) on the market price of the shares properly safeguards the
interests of shareholders and avoids a dilution of their shareholdings as much
as possible (see item 5 of this report).

The number of treasury shares that may be sold is limited to 2,500,000 treasury
shares (approx. 2.2 % of the share capital) so that any dilution of shareholders
will be kept within reasonable limits. Shareholders may purchase shares through
the stock exchange within the scope of usual trading volumes. This means that
even if the Company sells treasury shares and excludes the acquisition rights of
shareholders, the latter should generally be able to compensate any dilution of
their shareholdings to the greatest possible extent by buying shares through the
stock exchange.

If the selling price for the treasury shares is appropriate (see item 5 of this
report), a sale of treasury shares generally does not involve the same risk of
dilution of shareholders as in a capital increase, for example. Although there
also occurs a change in a shareholder's shareholding percentage in the context
of a sale of treasury shares, such sale only restores the shareholding
percentage which a shareholder had before a repurchase of treasury shares by the
Company and which temporarily changed due to the Company's rights arising from
treasury shares being restricted (Section 65 (5) Stock Corporation Act).

For the reasons set out above, the purposes and measures pursued by the
exclusion of subscription rights which are in the Company's interest and
indirectly also in the interest of all shareholders are overriding, which is why
it is not disproportionate to exclude the subscription rights of shareholders.
In addition, the potential sale of treasury shares and the exclusion of
subscription rights are subject to approval, and thus supervision, by the
Company's Supervisory Board.

5. Determination of the issue price (selling price)

If a sale of treasury shares is implemented, the issue price (selling price)
will be determined on the basis of a customary accelerated book-building
process, subject to market conditions and the (average) share price level on the
Vienna Stock Exchange. An accelerated book-building process to place shares and
determine prices is a customary and tested process on the international capital
market. The issue price (selling price) is determined according to market
conditions and the determination of the issue price (selling price) is subjected
to a "market test", which means that shareholders do not experience any
disadvantage by a dilution of shareholdings, at least no disproportionate
disadvantage.

Shares to be sold carry the same rights (including, but not limited to, profit
entitlements) as the Company's existing shares (ISIN AT0000831706). The rights
attached to the shares are thus taken into account in the valuation of the share
on the capital market (in particular the market price) and included in the issue
price (selling price).

6. Summary

In consideration of the above, the contemplated exclusion of subscription rights
is proper, necessary, proportionate as well as objectively justified and
required in the Company's overriding interest. This report issued by the
Managing Board will be published on the Company's website registered in the
commercial register as well as by Europe-wide electronic distribution. Such
publication will be announced in the Official Gazette [Amtsblatt] attached to
the Wiener Zeitung newspaper. An exclusion of subscription rights in the context
of a sale of treasury shares and the sale of treasury shares must be approved by
the Company's Supervisory Board. In accordance with Section 65 (1b) in
conjunction with Section 171 (1) of the Austrian Stock Corporation Act, the
Supervisory Board will adopt a resolution not earlier than two weeks after
publication of this report.

Vienna, 23 July 2021

The Managing Board of Wienerberger AG

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.

Further inquiry note:
Claudia Hajdinyak, Head of Corporate Communications Wienerberger AG
t +43 664 828 31 83 | [email protected]

Elisabeth Falkner, Head of Investor Relations Wienerberger AG
t +43 1 601 92 10221 | [email protected]

end of announcement euro adhoc
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issuer: Wienerberger AG
Wienerbergerplatz 1
A-1100 Wien
phone: +43 1 60 192-0
FAX: +43 1 60 192-10159
mail: [email protected]
WWW: www.wienerberger.com
ISIN: AT0000831706, AT0000A2GLA0
indexes: ATX
stockmarkets: Wien
language: English

ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE

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