The number of treasury shares that may be sold is limited to 2,500,000 treasury shares (approx. 2.2 % of the share capital) so that any dilution of shareholders will be kept within reasonable limits. Shareholders may purchase shares through the stock exchange within the scope of usual trading volumes. This means that even if the Company sells treasury shares and excludes the acquisition rights of shareholders, the latter should generally be able to compensate any dilution of their shareholdings to the greatest possible extent by buying shares through the stock exchange. If the selling price for the treasury shares is appropriate (see item 5 of this report), a sale of treasury shares generally does not involve the same risk of dilution of shareholders as in a capital increase, for example. Although there also occurs a change in a shareholder's shareholding percentage in the context of a sale of treasury shares, such sale only restores the shareholding percentage which a shareholder had before a repurchase of treasury shares by the Company and which temporarily changed due to the Company's rights arising from treasury shares being restricted (Section 65 (5) Stock Corporation Act). For the reasons set out above, the purposes and measures pursued by the exclusion of subscription rights which are in the Company's interest and indirectly also in the interest of all shareholders are overriding, which is why it is not disproportionate to exclude the subscription rights of shareholders. In addition, the potential sale of treasury shares and the exclusion of subscription rights are subject to approval, and thus supervision, by the Company's Supervisory Board. 5. Determination of the issue price (selling price) If a sale of treasury shares is implemented, the issue price (selling price) will be determined on the basis of a customary accelerated book-building process, subject to market conditions and the (average) share price level on the Vienna Stock Exchange. An accelerated book-building process to place shares and determine prices is a customary and tested process on the international capital market. The issue price (selling price) is determined according to market conditions and the determination of the issue price (selling price) is subjected to a "market test", which means that shareholders do not experience any disadvantage by a dilution of shareholdings, at least no disproportionate disadvantage. Shares to be sold carry the same rights (including, but not limited to, profit entitlements) as the Company's existing shares (ISIN AT0000831706). The rights attached to the shares are thus taken into account in the valuation of the share on the capital market (in particular the market price) and included in the issue price (selling price). 6. Summary In consideration of the above, the contemplated exclusion of subscription rights is proper, necessary, proportionate as well as objectively justified and required in the Company's overriding interest. This report issued by the Managing Board will be published on the Company's website registered in the commercial register as well as by Europe-wide electronic distribution. Such publication will be announced in the Official Gazette [Amtsblatt] attached to the Wiener Zeitung newspaper. An exclusion of subscription rights in the context of a sale of treasury shares and the sale of treasury shares must be approved by the Company's Supervisory Board. In accordance with Section 65 (1b) in conjunction with Section 171 (1) of the Austrian Stock Corporation Act, the Supervisory Board will adopt a resolution not earlier than two weeks after publication of this report. Vienna, 23 July 2021 The Managing Board of Wienerberger AG 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. Further inquiry note: Claudia Hajdinyak, Head of Corporate Communications Wienerberger AG t +43 664 828 31 83 | claudia.hajdinyak@wienerberger.com Elisabeth Falkner, Head of Investor Relations Wienerberger AG t +43 1 601 92 10221 | investor@wienerberger.com end of announcement euro adhoc =-------------------------------------------------------------------------------
(END) Dow Jones Newswires
July 23, 2021 02:00 ET (06:00 GMT)