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

21.02.2024 / 18:00 CET/CEST
Dissemination of a Post-admission Duties announcement 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 resolves on the use of 6,000,000 treasury shares

The Managing Board of Wienerberger AG (the „Company“) has decided to
execute a use of treasury shares (own shares) on the basis of the
authorisation for the use (resale authorisation) of treasury shares
granted by the 153rd Annual General Meeting on May 3, 2022 under agenda
item 9 (the „Use Authorisation“).

In December 2022, Wienerberger announced its intention to acquire
significant parts of the Terreal Group, a European provider of innovative
roofing and solar solutions in France, Germany, Italy, Spain and the USA
(the „Terreal Acquisition“). Following the conclusion of a put option
agreement in December 2022, an indirect wholly-owned subsidiary of the
Issuer seated in France (the „Acquirer“) entered into a share purchase
agreement under French law on March 13 and 14, 2023. This agreement
pertained to the acquisition of 100% of the shares of Terreal Holding SAS,
France (the „Acquisition“) form the existing shareholders as sellers (the
„Sellers“). The purchase price for the Terreal Acquisition is payable (i)
by delivery of treasury shares of the Company and (ii) by a cash purchase
price component.

Wienerberger published a report on the use of own shares excluding
purchase rights (subscription rights) on 29 January 2024 via a
pan-European electronic distribution system and on its website under
https://www.wienerberger.com/en/investors/share.html as well as in
accordance with joint stock company laws for the purpose of using such
treasury shares as an additional non-cash transaction currency for the
Acquisition in addition to a cash purchase price component.

The Managing Board of Wienerberger AG resolved on 29 January 2024 to use
the treasury shares accordingly; the Supervisory Board of the Company
approved this on 13 February 2024.

Details on the use of treasury shares in fulfilment of the disclosure
obligations pursuant to §§ 6 and 7 Veröffentlichungsverordnung 2018 will
be published on the Company’s website at
https://www.wienerberger.com/de/investoren/aktie.html (German) and
https://www.wienerberger.com/en/investors/share.html (English).

Use of treasury shares:

Date of the authorisation resolution of the Annual General Meeting
pursuant to § 65 para. 1 no. 8 AktG: 3 May 2022 (resolution published on
May 3, 2022)

Start and expected duration of use: Delivery of treasury shares expected
on or about 29 February 2024

Share class: bearer shares (ISIN AT0000831706)

Intended volume of sale: 6,000,000 treasury shares of Wienerberger AG
(approx. 5.37% of the share capital of Wienerberger AG)

Price per own share: According to the share purchase agreement with the
Sellers, taking into account the price level of the Company’s shares on
the Vienna Stock Exchange prior to the announcement of the intended
Terreal Acquisition: EUR 26.00 per treasury share

Type of sale: Off-market (direct delivery to a trustee on behalf of the
Sellers in accordance with the share purchase agreement, the resolution of
the Managing Board of Wienerberger AG and the resolution of the
Supervisory Board of Wienerberger AG)

Purpose of the sale: Use of the treasury shares for purposes provided for
by law and purposes pursuant to the authorisation resolution of the Annual
General Meeting of the Company of May 3, 2022 as well as § 65 para 1b last
sentence AktG

Possible effects of the sale on the listing of the shares: None

Notice:

This announcement is a mandatory notification pursuant to § 65 para 1a
AktG, § 119 para 9 BörseG 2018 in conjunction with § 5
Veröffentlichungsverordnung 2018. This announcement constitutes neither an
offer to sell nor a solicitation to buy the shares mentioned herein in any
jurisdiction, including the United States of America, Australia, Canada or
Japan. This announcement has been prepared solely for the purpose of
complying with mandatory legal requirements. The information contained
herein may not be distributed in any jurisdiction where such distribution
is unlawful and all recipients are requested to inform themselves about
and to observe any such restrictions. Any use of the shares referred to
herein will only be made in accordance with all applicable corporate and
securities laws.

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21.02.2024 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

1842297  21.02.2024 CET/CEST