EQS-AGM: Wienerberger AG: Invitation to the General Meeting according to art. 107 para. 3 Companies Act
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 Act
09.04.2024 / 10:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Wienerberger AG
Wienerbergerplatz 1, 1100 Vienna
Company Register Number 77676f
ISIN AT0000831706
Invitation
to the 155^th Annual General Meeting
to be held on Tuesday, May 7, 2024, at 10:00 am
at Wiener Stadthalle, Hall F, Roland-Rainer-Platz 1, 1150 Vienna
Agenda
1. Presentation of the adopted 2023 Annual Financial Statements and the
Management Report of Wienerberger AG for the financial year 2023, the
Consolidated Financial Statements and the Group Management Report, the
Corporate Governance Report, the non-financial report and the report
by the Supervisory Board on the financial year 2023
2. Resolution on the use of net profits shown in the 2023 Annual
Financial Statements
3. Discharge of the Managing Board members for the financial year 2023
4. Discharge of the Supervisory Board members for the financial year 2023
5. Election of the auditors of the Annual Financial Statements and
Consolidated Financial Statements for the financial year 2024
6. Resolution on the 2023 remuneration report
7. Resolution on the remuneration policy for the Managing Board
8. Resolution on 1) the remuneration policy for the Supervisory Board and
2) the determination of the remuneration for the members of the
Supervisory Board
9. Authorization to repurchase treasury shares
10. Authorization to sell treasury shares
11. Resolution on authorization for 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 Stock Corporation Act
(authorized capital) against contribution in cash, including
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 Stock Corporation Act, not
later than on Tuesday, April 16, 2024 the following documents will be
available on the company’s website at www.wienerberger.com as registered
in the commercial register:
• 2023 business report, including IFRS Consolidated Financial Statements
and Group Management Report, Corporate Governance Report,
non-financial report and report by the Supervisory Board on the
financial year 2023
• 2023 annual financial report of Wienerberger AG, including Annual
Financial Statements and Management Report
• Proposed resolutions on items 2 – 11 on the agenda
• Reports by the Managing Board on items 9 – 11 on the agenda
• 2023 remuneration report
• Remuneration policies for the Managing Board and the Supervisory Board
• Forms for granting and revoking powers of attorney pursuant to
Section 114 of the 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 Saturday, April 27,
2024, 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 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 Thursday, May 2, 2024, midnight
Vienna time, exclusively by one of the following means of communication:
By mail or courier to:
Wienerberger AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60, 8242 St. Lorenzen/Wechsel
By SWIFT ISO 15022: GIBAATWGGMS (Message Type MT598 and/or Type 599);
please indicate ISIN AT0000831706 in the text
By SWIFT ISO 20022: ou=gms, o=gibaatwg
o=swift – seev.003.001.XX or seev.004.001.XX
in the version that contains the minimum fields necessary
(a detailed description is available at [1] www.wienerberger.com)
By e-mail: anmeldung.wienerberger@hauptversammlung.at
(depository confirmation as PDF-attachment)
By facsimile: +43 (0) 1 8900 500 50
Depository confirmation pursuant to Section 10a of the 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 member state of the OECD 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 is related.
The depository confirmation which is to prove a shareholder’s holding must
relate to the above Record Date (Saturday, April 27, 2024, 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 appoint 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) 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 Monday, May
6, 2024, 12 pm Vienna time, using one of the following means:
By mail or courier to:
Wienerberger AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60, 8242 St. Lorenzen/Wechsel
By SWIFT ISO 15022: GIBAATWGGMS (Message Type MT598 and/or Type 599);
please indicate ISIN AT0000831706 in the text
By SWIFT ISO 20022: ou=gms, o=gibaatwg
o=swift – seev.003.001.XX or seev.004.001.XX
in the version that contains the minimum fields necessary
(a detailed description is available at [2] www.wienerberger.com)
By e-mail: anmeldung.wienerberger@hauptversammlung.at
the written power of attorney must be attached (e.g. in PDF-format)
By facsimile: +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 may be contacted directly:
• Florian Beckermann, LL.M.
c/o IVA Interessenverband für Anleger
Feldmühlgasse 22, 1130 Vienna
Tel.: +43 (0) 1 876 33 43-0
Email: beckermann.wienerberger@hauptversammlung.at
If power of attorney is granted to the above independent proxy, such power
of attorney has to be sent to Mr. Beckermann’s above email address.
Shareholders’ rights under Sections 109, 110, 118 and 119 of the Stock
Corporation Act
Shareholders who 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 (and signed by all shareholders filing the motion)
not later than on Tuesday, April 16, 2024, midnight Vienna time,
exclusively at the following address: Wienerberger AG, Attn.: Georg Schuh,
LL.M., Wienerbergerplatz 1, 1100 Vienna. Every item on the agenda so
requested must be accompanied by a proposed resolution, including reasons.
To prove a shareholder’s capacity, it suffices to submit a depository
confirmation as described in Section 10a of the Stock Corporation Act
which states 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. For further
requirements concerning the depository confirmation, please refer to the
section concerning the right to participate in the Annual General Meeting.
Shareholders who collectively hold at least 1% of the share capital can
submit proposed resolutions, including reasons, in respect of every item
on the agenda and request that these 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 Thursday, April 25, 2024, midnight Vienna time, either by
facsimile at +43 1 8900 500 50 or by mail at Wienerberger AG, Attn.: Georg
Schuh, LL.M., Wienerbergerplatz 1, 1100 Vienna. 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 Stock
Corporation Act which may not be older than seven days when provided to
the company. Multiple depository confirmations of shares which only
together represent the 1% threshold must refer to the same point in time
(date, time). For further requirements concerning the depository
confirmation, please refer to the section concerning the right to
participate in the Annual General Meeting.
At the Annual General Meeting every shareholder may file motions in
respect of every item on the agenda which do not require prior
announcement (Section 119 Stock Corporation Act).
Section 118 of the 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 item on the agenda. 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 concerning the rights of shareholders under
Sections 109, 110, 118 and 119 of the Stock Corporation Act is now
available on the company’s website at [3] www.wienerberger.com.
Shareholders may also forward questions to the company in writing by email
to be sent to fragen.wienerberger@hauptversammlung.at in due time before
the Annual General Meeting takes place. It is recommended that
shareholders do so in respect of more complex questions.
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 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 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 or their proxies present, 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 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 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
[4]privacy@wienerberger.com. 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 [5] 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 111,732,343 and was divided into 111,732,343
no-par value bearer shares. Each share grants one vote. As of the
reference date, Monday, March 25, 2024, the company and its subsidiaries
hold 339,332 treasury shares. No rights accrue to the company from such
treasury shares. The total number of shares entitled to participate and to
vote is 111,393,011 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.
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 2024 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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09.04.2024 CET/CEST
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Language: English
Company: Wienerberger AG
Wienerbergerplatz 1
1100 Wien
Austria
Phone: +43 1 60 192-0
Fax: +43 1 60 192-10159
E-mail: investor@wienerberger.com
Internet: www.wienerberger.com
ISIN: AT0000831706
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1873695 09.04.2024 CET/CEST
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