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 
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(END) Dow Jones Newswires

July 23, 2021 02:00 ET (06:00 GMT)