EQS-CMS: Wienerberger AG: Other issuer/company information

EQS Post-admission Duties announcement: Wienerberger AG / Publication
according to § 119 (9) BörseG
Wienerberger AG: Other issuer/company information

19.02.2025 / 15:00 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
News – a service of EQS Group.
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 2022 (the „LTI
Program“).

1    Authorization regarding the use of treasury shares

1.1    Pursuant to § 65 para. 1b sentence 4 of the Austrian Stock
Corporation Act and in accordance with the legal assessment, no resolution
of a General Meeting is required if treasury shares are used for the
granting of stock options or as direct share allocation or remuneration
within the framework of participation programs for employees, senior
executives, members of the management board, and members of the
supervisory board of a stock corporation or an affiliated company.

1.2    Analogously to § 153 para. 4 in conjunction with § 159 para. 2 no.
3 of the Austrian Stock Corporation Act, a separate report on the intended
sale of treasury shares must be published, whereby the supervisory board’s
approval may be obtained no earlier than two weeks after publication. This
publication obligation is fulfilled with the present report.

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 Management 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 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    Under the LTI Program, the following maximum delivery entitlements
for Wienerberger shares arise for 2022, subject to compensation of the tax
and levy difference between calculation and transfer values:

• Heimo Scheuch: up to 9,900 Shares in the Company
• Gerhard Hanke: up to 4,600 Shares in the Company
• Harald Schwarzmayr: up to 4,600 Shares in the Company
• Solveig Menard-Galli (resigned from the Management Board as of the end
of 2024): up to 4,600 Shares in the Company

This results in a total amount of up to 23,700 shares in the Company to be
delivered to the members of the Management Board as the share component
under the LTI Program.
The shares to be delivered are based on a calculation price of EUR 26.68
per share in accordance with the provisions of the LTI Program.

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 Management 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 would be subject to a retention period
of 4 years in view of the long-term nature of the remuneration component.

3.2    The possibility of using treasury shares 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 delivery only involves up to 23,700 shares in the Company (up to
around 0.021% of the share capital of Wienerberger AG). As of the
reporting date of this report, the Company holds a total of 2,553,820
treasury shares, with a total number of shares of currently 111,732,343.

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 within a timeframe from 12 March
2025 at the earliest to 8 May 2025 at the latest (both inclusive).

Vienna, February 2025
 
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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19.02.2025 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

2088697  19.02.2025 CET/CEST

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