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

07.05.2024 / 15:30 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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On May 7, 2024, the 155th Annual General Meeting of Wienerberger AG
resolved as follows:

Authorization to repurchase treasury shares (agenda topic 9.)

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 per share and a highest equivalent per share which must not exceed
20% of the average unweighted closing price of the preceding ten trading
days before the respective repurchase of shares, without obtaining any
further resolution by the Annual General Meeting. The amount of treasury
shares purchased based on such authorization and of any other treasury
shares held may not exceed at any time 10% of the share capital of
Wienerberger AG; the total number of treasury shares purchased according
to the authorization based on this resolution of May 7, 2024 may not
exceed 10% of the share capital of Wienerberger AG as of the date of this
resolution. The Managing Board may determine the terms of repurchase. At
the discretion of the Managing Board, any 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. If
consent by the Supervisory Board is not required under mandatory law, the
Supervisory Board must be informed of any such decision by the Managing
Board 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. Such authorization may
be exercised by the company, by a subsidiary (Section 228 (3) Austrian
Business Code) or by third parties for the company’s account in
furtherance of one or more purposes.

This resolution replaces the authorization of the Managing Board to
repurchase treasury shares adopted by the 153rd Annual General Meeting on
May 3, 2022.

Ermächtigung zur Veräußerung eigener Aktien (agenda topic 10.)

 a. Pursuant to Section 65 (1b) of the Stock Corporation Act, for a period
of five years from the date of today’s 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 authorization includes 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, interests in companies or other
assets.

Such authorization may be exercised by the company, by a subsidiary
(Section 228 (3) Business Code) or by third parties for the company’s
account in whole or in part or in several instalments and in
furtherance of one or more purposes. 

 

 b. 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 cancelling purchased treasury shares. The Supervisory Board
is authorized to adopt amendments to the Articles of Association
arising from such cancellation 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. The authorizations granted in items a) and b) above are valid
both in respect of treasury shares already held by the company on the date
of this resolution and in respect of treasury shares to be purchased in
the future.

This resolution replaces the authorization to sell treasury shares adopted
by the 153rd Annual General Meeting on May 3, 2022.

Vienna, this May 7, 2024

The Managing Board

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07.05.2024 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

1897801  07.05.2024 CET/CEST