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
16.04.2025 / 10:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group.
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
Notice
of the 156^th Annual General Meeting
to be held on Friday, May 16, 2025, 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 proposed use of net profits,
the Consolidated Financial Statements and the Group Management Report,
including the non-financial statement, the Corporate Governance
Report, and the report by the Supervisory Board on the financial year
2024
2. Resolution on the use of net profits shown in the 2024 Annual
Financial Statements
3. Discharge of the Managing Board members for the financial year 2024
4. Discharge of the Supervisory Board members for the financial year 2024
5. Election of auditors of the Annual Financial Statements and
Consolidated Financial Statements and of the sustainability report for
the financial year 2025
6. Elections to the Supervisory Board
7. Resolution on the 2024 remuneration report
Documents for the Annual General Meeting
Pursuant to Section 108 (3) and (4) of the Austrian Stock Corporation Act
(hereinafter Stock Corporation Act), not later than on Friday, April 25,
2025 the following documents will be available on the company’s website at
[1] www.wienerberger.com as registered in the commercial register:
• The documents referred to in item 1 on the agenda;
• Proposed resolutions on items 2 – 7 on the agenda;
• Remuneration report regarding the emoluments of the members of the
Managing Board and the Supervisory Board for the financial year 2024;
• 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 Tuesday, May 6,
2025, 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 Tuesday, May 13, 2025, 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 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 includes the minimum fields required
(a detailed description is available at [2] www.wienerberger.com)
By email:[3] anmeldung.wienerberger@hauptversammlung.at
(depository confirmation as PDF-attachment)
By fax: +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 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 (Tuesday, May 6, 2025, 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 Thursday,
May 15, 2025, 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 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 includes the minimum fields required
(a detailed description is available at [4] www.wienerberger.com)
By email: [5]anmeldung.wienerberger@hauptversammlung.at
with the depository confirmation to be attached in writing (e.g. as pdf
document)
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 [6] 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 [7] www.wienerberger.com. In
addition, Mr. Beckermann can be contacted directly:
• Florian Beckermann
Tel.: +43 (0) 1 876 33 43-0
Email: [8]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
Pursuant to Section 109 of the 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 Friday, April
25, 2025, midnight Vienna time, by mail at Wienerberger AG, Attn.: Martina
Handler, Wienerbergerplatz 1, 1100 Vienna, or by email (qualified
electronic signature required) at [9]hauptversammlung@wienerberger.com.
Every item on the agenda 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 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. 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 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 item
on the agenda 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 Wednesday, May 7, 2025, midnight Vienna time, by facsimile at +43
1 8900 500 50, by email at [10]hauptversammlung@wienerberger.com or by
mail at Wienerberger AG, Attn.: Martina Handler, Wienerbergerplatz 1, 1100
Vienna. The proposed resolution, but not the reasons for such resolution,
must 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) 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 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 item 6 „Elections to the Supervisory Board“ and if shareholders
make a relevant proposal under Section 110 of the Stock Corporation Act,
please note the following:
Wienerberger AG is subject to the scope of application of Section 86 (7)
of the Stock Corporation Act and must therefore take into account the
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
delegated by the Works Council pursuant to Section 110 of the Austrian
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 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 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 Stock Corporation Act. Taking into account seven capital
representatives and three members delegated 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 item 6 „Elections to the
Supervisory Board“ must take into account Section 86 (7) of the Stock
Corporation Act and/or the aforementioned minimum share of men and women.
Section 119 of the Stock Corporation Act provides that 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 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 on the rights of shareholders under Sections 109,
110, 118 and 119 of the Stock Corporation Act is available on the
company’s website at [11]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 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
[12]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 [13]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, Monday, March 31, 2025, the company and its subsidiaries
hold 319,174 treasury shares. No rights accrue to the company from such
treasury shares. The total number of shares entitled to participate and to
vote is 109,178,523 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 2025 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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16.04.2025 CET/CEST
══════════════════════════════════════════════════════════════════════════
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
2118570 16.04.2025 CET/CEST
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