Wienerberger : Articels of Association of Wienerberger AG

Articles of Association of

Wienerberger AG

Vienna

November 2022 Öffentlich/Public

Table of Contents

I. General Provisions	3
Section 1	3
Section 2	3
Section 3	3

II. Registered Capital and Shares	3
Section 4	3
Section 5	4
Section 6	4

III. Managing Board	5
Section 7	5
Section 8	5
Section 9	5

IV. Supervisory Board	5
Section 10	5
Section 11	6
Section 12	6
Section 13	7
Section 14	7
Section 15	7
Section 16	7

V. Shareholders' Meeting	7
Section 17	7
Section 18	8
Section 19	8
Section 20	8
Section 21	8
Section 22	9

VI. Annual Financial Statements and Distribution of Profits	9
Section 23	9
Section 24	9
Section 25	9
Section 26	9
Section 27	10

VII. Attainment of Control	10
Section 28	10

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I. General Provisions

Section 1

1. The name of the Company shall be "Wienerberger AG".
2. The Company's registered office shall be at Vienna.
3. The Company shall be established for an indefinite period of time.

Section 2

1. The Company's objects of business shall be
2. 1. the exercise of holding company functions related to companies under its control as a corporate group in accordance with § 15 of the Austrian Stock Corporation Act. The object of business of these group companies comprises in particular the production, purchase and sale of all types of building materials, the pursuance of activities in the construction branch and the operation of filling stations;
   2. the acquisition of and investment in other companies and corporations, in particular industrial companies, with the same or similar object of business as well as the establishment of branches and subsidiaries in Austria and other countries;
   3. the performance of administrative, management and consulting duties (in particular in the areas of organization, data processing, insurance, etc.) for other companies and corporations;
   4. the automatic processing of personal data;
   5. trade in goods of all kinds.
3. Moreover, the Company shall be entitled to engage in any and all transactions that are deemed necessary or expedient for realizing the objects of business, in particular transactions in the areas that are similar or related to the objects of business.

Section 3

Public announcements by the Company shall be made in accordance with the relevant legal requirements.

II. Registered Capital and Shares

Section 4

1. The Company's registered capital shall be EUR 111,732,343.00.
2. The registered capital shall be divided into 111,732,343 shares with zero par value.

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1. The Managing Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the Company within five years from the date the amendment to the Articles of Association is registered in the Commercial Register - in multiple tranches, if required - against cash or contributions in kind by up to EUR 17,452,724.- (corresponding to 15% of the Company's share capital at the time of adoption of this resolution) through the issue of up to 17,452,724 new bearer no par value shares and to determine the issue price and the issue conditions.
   The statutory subscription rights can be granted to the shareholders in such a way that the capital increase will be undertaken by a bank or a consortium of banks with the obligation to offer the shareholders the opportunity to participate in the capital increase in proportion to their subscription rights (indirect subscription right). The Managing Board is authorized, with the approval of the Supervisory Board, to exclude the subscription rights of shareholders for fractional amounts which arise as a consequence of subscription ratios.
   The Managing Board is also authorized, with the approval of the Supervisory Board, to exclude subscription rights in relation to a capital increase from the authorized capital (i) for contributions in kind for the granting of shares for the purpose of acquiring companies, parts of companies or interests in companies or (ii) for over- allotment options in connection with the placement of new shares of the Company (Greenshoe). The number of shares issued under exclusion of the subscription right may in total not exceed 5,817,574 (corresponding to 5% of the Company's outstanding shares at the time of adoption of this resolution).
   The Supervisory Board is authorized to resolve on amendments to the Articles of Association resulting from the issue of shares under the authorized capital.

Section 5

1. The shares shall be bearer shares.
2. If in case of a capital increase the resolution on the increase does not state whether the shares shall be bearer shares or registered shares, they shall also be bearer shares.

Section 6

The shares shall be securitized in a global certificate that is deposited with a central securities depository bank.

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III. Managing Board

Section 7

1. The Managing Board shall consist of one, two, three or four person(s). The number of Managing Board members as well as of deputy Managing Board members, if any, shall be determined by the Supervisory Board.
2. Only those persons may be appointed to the Managing Board who have not reached their 65th birthday on the date of appointment or reappointment.
3. The Supervisory Board shall decide on the allocation of responsibilities among the Managing Board members as well as on those transactions which require the Supervisory Board's approval. The Supervisory Board shall pass internal rules for the Managing Board.

Section 8

1. If the Managing Board consists of one member the Company shall be represented by the same; if the Managing Board consists of several members the Company shall be represented by two Managing Board members jointly or by one Managing Board member jointly with a procurist [authorized officer holding power of "Prokura"].
2. The Company may also be represented by two procurists subject to the statutory limitations.

Section 9

If the Supervisory Board has appointed a member of the Managing Board chairman he shall have the casting vote in case of a tie.

IV. Supervisory Board

Section 10

1. The Supervisory Board shall consist of a minimum of three and a maximum of ten members elected by the Shareholders' Meeting.
2. The Supervisory Board may not include more than two persons who previously served as members of the Managing Board or key employees of the Company as defined by § 80 (1) of the Austrian Stock Corporation Act.
3. Unless a member was elected for a shorter term of office, the term of office of every member of the Supervisory Board shall run until the end of the Shareholders' Meeting resolving on discharge for the third business year after the election, with the business year in which the Supervisory Board member was elected not being counted. The resigning members may be re-elected immediately.
4. If a Supervisory Board member - apart from in Paragraph (3) described cases - resigns from his/her office prior to the end of his/her term of office, a by-election

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