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Zwtl.: Report on the intended transfer of treasury shares of Wienerberger AG 
 
 
The members of the Managing Board of Wienerberger AG (the "Company"), with the 
exception of Heimo Scheuch, and the members of the Supervisory Board of the 
Company submit the following report on the intended transfer of treasury shares 
of the Company to a member of the Company's Managing Board within the framework 
of a share-based remuneration system, pursuant (mutatis mutandis) to sect.153 
para.4 in conjunction with sect.159 para.2 point 3 of the Stock Corporation Act. 
 
 
 
Zwtl.: 1 Authorization regarding the use of treasury shares 
 
 
1.1 The 151st Annual General Meeting of the Company held on May 5, 2020, 
resolved under agenda item 9 to authorize the Managing Board for a period of 
five years, starting from the date of the resolution, pursuant to sect.65 
para.1b of the Stock Corporation Act, with the approval of the Supervisory Board 
and without further resolution by the Annual General Meeting, to dispose of and/ 
or use treasury shares in a manner other than through the stock exchange or by 
public offer, subject to the provisions, mutatis mutandis, regarding the 
exclusion of shareholders' subscription rights, inter alia for the offer of 
shares to employees, executives and members of the Managing Board of the Company 
or an affiliated company within the framework of a share-based remuneration 
program, an employee participation program, or a stock option program, and to 
set the terms and conditions thereof (the "authorization for use of shares"). 
 
1.2 The authorization for the use of shares granted by the 151st Annual General 
Meeting of Wienerberger AG may be exercised by the Company, by a subsidiary 
(sect.228 para.3 of the Austrian Company Code), or by third parties for the 
Company's account in whole or in part or in several instalments and by pursuing 
one or more purposes. 
 
 
Zwtl.: 2 Granting of shares within the framework of a share-based remuneration 
system 
 
 
2.1 On December 21, 2020, the Supervisory Board of the Company decided to 
allocate a total of 40,258 shares of the Company to Heimo Scheuch within the 
framework of the applicable share-based remuneration system without payment of 
consideration by Heimo Scheuch. The allocated shares of the Company are to be 
transferred to Heimo Scheuch by the end of May 2021. 
 
 
Zwtl.: 3 On the exclusion of the shareholders' repurchase right 
 
 
3.1 The possibility of using treasury shares in a manner other than through the 
stock exchange or by public offer for the purpose of fulfilling the obligation 
to deliver shares to Heimo Scheuch within the framework 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 
widely used by listed companies. The implementation of such share-based 
remuneration system is generally recognized and expected by long-serving members 
of the management board of listed companies. Share-based remuneration systems 
providing for the allocation of shares of the Company serve to enhance the 
motivation of executives, increase the length of services of executives within a 
given company, and promote an executive's efforts to deliver revenue and 
earnings growth. A share-based remuneration system makes a Company more 
attractive 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 success of the company. Heimo Scheuch was 
therefore allocated a total of 40,258 shares of the Company within the framework 
of the share-based remuneration system without payment of consideration on his 
part. 
 
3.2 Furthermore, the possibility of using treasury shares in a manner other than 
through the stock exchange or by public offer for the purpose of fulfilling 
obligations within the framework of a share-based remuneration system is a 
necessary prerequisite for such remuneration system to be implemented 
independent of any conditional and/or approved conditional capital and the 
requirements thereof. 
 
3.3 Pursuant to sect.65 para.1b, last sentence, of the Stock Corporation Act, 
the transfer of treasury shares to employees, executives and/or members of the 
Managing Board of the Company or an affiliated company for the granting of stock 
options is justified by law. This also applies to cases of direct allocation of 
shares to the aforementioned group of persons within the framework of comparable 
programs without prior granting of an option; the possibility of offering 
treasury shares to these persons would not require a resolution (i.e. a separate 
authorization) by the Annual General Meeting. Additionally, however, the 
resolution to authorize the Managing Board for a period of five years from the 
date of adoption of the resolution, pursuant to sect.65 para.1b of the Stock 
Corporation Act, with the approval of the Supervisory Board and without further 
resolution by the Annual General Meeting, to sell and/or use treasury shares in 
a manner other than through the stock exchange or by public offer, was submitted 
to and adopted by the 151st Annual General Meeting on May 5, 2020, under agenda 
item 9. 
 
3.4 Through the use of treasury shares, excluding the possibility for 
shareholders to purchase such shares, the "typical" dilution of shareholders 
does not occur. Initially, the shareholdings of the existing shareholders and 
the voting power arising from the shares held by 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 arising from these shares were dormant as long as the Company held them 
as treasury shares. A reduction within the sphere of the individual shareholder 
only occurs when the Company re-uses the purchased own shares while excluding 
the possibility for share-holders to buy these shares. After the Company's use 
of its own shares, the shareholders again have the status which they already had 
before the Company purchased the respective own shares. In this context, it must 
also be pointed out that on account of the small scope of the transaction a 
dominant stake in the Company by Heimo Scheuch can be ruled out. Given the small 
scope of the transaction, it does not result in any noteworthy disadvantage for 
the shareholders in terms of their ownership rights: The intended transfer 
comprises no more than up to 40,258 shares of the Company (approximately 0.03% 
of the share capital of Wienerberger AG). As of the date of this report, the 
Company holds a total of 2,922,168 treasury shares, the total number of shares 
in circulation being 115,187,982 shares. 
 
3.5 Thus, the exclusion of the repurchase right (subscription right) of the 
existing shareholders is materially justified. 
 
3.6 The use of treasury shares for the purpose of fulfilling obligations under a 
share-based remuneration system, excluding the repurchase right of shareholders, 
is a common and generally recognized practice. Moreover, given the extensive 
disclosure obligations in connection with the use of treasury shares - also in 
connection with any further disclosure obligations applicable to listed 
companies, such as Wienerberger AG - full transparency regarding the use of 
treasury shares is guaranteed. Moreover, the exclusion of the repurchase right 
(subscription right) is possible only with the approval of the Supervisory 
Board. The decision cannot be taken by the Managing Board of the Company alone. 
Furthermore, the member of the Managing Board concerned, i.e. CEO Heimo Scheuch, 
abstains from voting in this matter. The interests of the existing shareholders 
are not jeopardized in any particular way. 
 
3.7 The Managing Board, with the exception of Heimo Scheuch, and the Supervisory 
Board have therefore come to the conclusion that meeting the obligation under 
the share-based remuneration system through the use of treasury shares and 
excluding the repurchase right (subscription right) of the shareholders is in 
conformity with the legal provisions in effect. 
 
 
Zwtl.: 4 Next steps 
 
 
4.1 Upon expiry of a deadline of no less than 14 days after publication of this 
report and no less than three stock exchange days after publication of the 
intended use (transfer) of treasury shares, the Company's treasury shares can be 
transferred to Heimo Scheuch on the conditions outlined above and subject to 
allocation by the Supervisory Board. 
 
4.2 Transfer is to be completed by the end of May 2021. 
 
Vienna, May 2021 
 
The Managing Board of Wienerberger AG (except Heimo Scheuch) 
The Supervisory Board of Wienerberger AG 
 
 
 
Further inquiry note: 
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

May 05, 2021 06:00 ET (10:00 GMT)