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
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The issuer is solely responsible for the content of this announcement.

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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

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08.04.2024 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

1874857  08.04.2024 CET/CEST

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