EANS-General Meeting : Wienerberger AG / -2-

power of attorney. The power of attorney may not be submitted by a shareholder 
in person at the venue of the meeting. Any details on how to grant a power of 
attorney are set out in the proxy form provided on the company's website at 
www.wienerberger.com [http://www.wienerberger.com] and in the notice of 
information concerning the organizational and technical requirements for 
participation. 
 
The above provisions apply mutatis mutandis to any revocation of the power of 
attorney. 
 
Documents for the Annual General Meeting 
Pursuant to Section 108 (3) and (4) of the Stock Corporation Act, the following 
documents will be available on the company's website at www.wienerberger.com 
[http://www.wienerberger.com] registered in the commercial register not later 
than on Tuesday, April 13, 2021: 
 
 
* Information concerning the organizational and technical requirements for 
  participating in the virtual Annual General Meeting pursuant to Section 3 (3) 
  in conjunction with Section 2 (4) of the COVID-19 Ordinance 
* The documents referred to in item 1 of the agenda 
* Proposed resolutions on items 2 - 7 of the agenda 
* 2020 remuneration report 
* Statements by the candidates in respect of item 6 ("Elections to the 
  Supervisory Board") pursuant to Section 87 (2) of the Stock Corporation Act, 
  including CVs 
* Forms for granting and revoking a power of attorney issued to the special 
  proxies pursuant to Section 3 (4) of the COVID-19 Regulation 
* Form for questions 
* 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 other shareholder rights to be asserted at the Annual General Meeting 
subject to the COVID-19 Ordinance is based on the shares held on Saturday, April 
24, 2021, midnight Vienna time (Record Date). 
 
Subject to the COVID-19 Act and the COVID-19 Ordinance, a person may only 
participate and exercise shareholder rights in this virtual Annual General 
Meeting 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 Section 18 of the Articles of Association constitutes sufficient proof of 
the shares held on the Record Date and must to be received by the company not 
later than on Thursday, April 29, 2021, midnight Vienna time, exclusively by one 
of the following means of communication: 
 
By mail or courier: Wienerberger AG 
c/o HV-Veranstaltungsservice GmbH 
Köppel 60, A-8242 St. Lorenzen/Wechsel 
By SWIFT: GIBAATWGGMS - Message Type MT598 and/or Type 599; please indicate ISIN 
AT0000831706 in the text 
By e-mail: [e-mail] 
(Depository confirmation as PDF-attachment) 
By facsimile: [phone] 
 
Please note that no special proxy can be validly appointed and shareholders 
cannot validly exercise their rights to obtain information, unless the 
depository confirmation is received in due time. 
 
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 24, 2021, 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. 
 
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 (with the signatures of all shareholders filing the motion) not later 
than on Tuesday, April 13, 2021, midnight Vienna time, exclusively at the 
following address: Wienerberger AG, Corporate Secretary, Attn.: Mr. Bernd 
Braunstein, Wienerbergerplatz 1, A-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 the shares for at least three months 
before the motion is filed and 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 reasons, and a statement, if any, by 
the Managing Board or the Supervisory Board be published on the company's 
website, provided that such request is received by the company in writing not 
later than on Friday, April 23, 2021, midnight Vienna time, either by facsimile 
at [phone] or by mail at Wienerberger AG, Corporate Secretary, 
Attn.: Mr. Bernd Braunstein, Wienerbergerplatz 1, A-1100 Vienna. Any proposal 
for the election of a member of the Supervisory Board must include the 
professional qualifications of the person nominated, his/her professional or 
comparable functions as well as all circumstances that could give rise to 
concern over bias. 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. 
 
Subject to the COVID-19 Ordinance, at the virtual Annual General Meeting every 
shareholder may file motions in respect of every item on the agenda (with the 
exception of elections to the Supervisory Board) through his/her special proxy, 
such motions not requiring prior announcement (Section 119 Stock Corporation 
Act). 
 
As regards item 6 "Elections to the Supervisory Board" and a related proposal, 
if any, by shareholders pursuant to Section 110 of the Stock Corporation Act, 
the company provides the following information and asks to consider the related 
comments by the Supervisory Board in the proposed resolutions: 
 
In view of the current number of Supervisory Board members, at least three 
members must be women and three members must be men in order to comply with the 
minimum share of men and women required under Section 86 (7) of the Stock 
Corporation Act. 
 
The Supervisory Board of Wienerberger AG currently consists of six members 
elected by the Annual General Meeting (capital representatives) and three 
members delegated by the Works Council pursuant to Section 110 of the Labor 
Relations Act. Four of the six capital representatives are men and two are 
women; two of the three employee representatives are men and one is a woman. The 
Supervisory Board therefore currently consists of six men and three 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 have raised an objection pursuant to 
Section 86 (9) of the Stock Corporation Act which means that the minimum share 
of men and women required under Section 86 (7) of the Stock Corporation Act is 
met not separately, but collectively by the entire Supervisory Board. 
 
If in respect of item 6 "Elections to the Supervisory Board" the number of 
Supervisory Board members is increased within the scope of the Articles of 
Association, shareholders proposing candidates for election have to bear in mind 
that any proposal complies with Section 86 (7) of the Stock Corporation Act and 
the minimum share of men and women as mentioned above, respectively. 
 
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. This right to receive information also covers 
the company's legal and business relations to an affiliated company and the 
group's state of affairs as well as the companies included in the consolidated 
financial statements. 
 
Please note that the right to receive information may be exercised by 
shareholders at the virtual Annual General Meeting by sending questions and/or 
related statements solely by email at [e-mail] 
[[e-mail]]. Please use the related form for 

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April 02, 2021 08:00 ET (12:00 GMT)