EQS Post-admission Duties announcement: Wienerberger AG / Publication
according to § 119 (9) BörseG
Wienerberger AG: Other admission duties to follow

03.05.2022 / 17:20
Dissemination of a Post-admission Duties announcement transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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The 153^rd 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

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03.05.2022

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

 
End of News EQS News Service

1341357  03.05.2022 



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