Wienerberger : Rules of Procedure

Rules of Procedure for the Supervisory Board of Wienerberger AG

Corporate Secretary

March 2022 Öffentlich/Public

Table of Contents
Preamble	3
§ 1 Meetings of the Supervisory Board	3
§ 2 Quorum, Proposals and Minutes	4
§ 3 Corporate Governance und Compliance	5
§ 4 Relationship to the Managing Board	7
§ 5 Corporate Secretary	7
§ 6 Committees and their Quorums	7
§ 7 Audit and Risk Committee	8
§ 8 Nomination Committee	15
§ 9 Remuneration Committee	16
§ 10 Sustainability and Innovation Committee	18
§ 11 Responsibilities of the Supervisory Board	19
§ 12 Correspondence on Supervisory Board Matters	20
§ 13 Confidentiality	20
Rules of Procedure for the Supervisory Board of Wienerberger AG/March 2022	2 | 20

In accordance with § 12 (1) of the Bylaws of the Company, the Supervisory Board of Wienerberger AG has approved the following Rules of Procedure for its activities:

Preamble

The tasks/responsibilities of a supervisory board under Austrian's two-tier board system consist in

• - supervising the company's management,

• - supporting the company's top management in strategic decision-making and in the

• - ex-post control of the management's decisions/acts/measures.

As a consequence, the Supervisory Board bears a part of the company's entrepreneurial responsibility. While the responsibility for the strategic and operational management of the company remains with the Managing Board, the Supervisory Board participates in corporate decision-making in accordance with the regulations hereof. These Rules of Procedure aim at implementing certain relevant provisions of applicable EU legislation, Austrian Stock Corporation Law and the rules of the Austrian Code of Corporate Governance in the legal framework of the Supervisory Board's work. To the extent not expressly stipulated herein, the aforementioned sources of law shall apply.

§ 1 Meetings of the Supervisory Board

(1)The Chairperson, or the First, Second etc. Deputy Chairperson if the Chairperson is unable to do so, shall convene the meetings of the Supervisory Board by notifying the members at their last known addresses by letter or e-mail (if the members have provided an e-mail address). Meetings may also be held by telephone or in another comparable way (e.g. by video conferencing, provided that mutual communication is ensured in an authentic manner). The type of meeting is determined by the Chairperson.

(2) This notice must allow for a period of at least one week between the date of receipt of notice and the date of the meeting or two weeks in the case of a request by the Managing Board or a member of the Supervisory Board (Sec. 94 Para. 1 Stock Corporation Act) respectively. In urgent cases, the Chairperson may shorten the minimum convocation period in the interest of the Company. The notice must include an agenda, and also indicate the time and place of the meeting. Furthermore, all necessary documentation (proposals and important information for decision-making) should be attached whenever practical. If the proposals and/or documentation for the meetings are extensive, a summary with key facts and figures should be attached whenever possible. The documentation should be provided to the members of the Supervisory Board in advance whenever possible. The Supervisory Board may use theservices of an electronic information-box to that effect, i.e. of a virtual data-room in which the papers for meetings are uploaded and held available for every Board member and Committee member concerned, respectively.

(3) The Supervisory Board shall be obliged to hold at least four meetings during each business year. These meetings shall be held quarterly.

§ 2 Quorum, Proposals and Minutes

• (1) The Supervisory Board shall be considered to have a quorum when at least three members, including the Chairperson or a Deputy Chairperson, are present at the meeting in person or on any form permissible under § 1 (1) hereof. The Chairperson, or the First, Second etc. Deputy Chairperson if the Chairperson is unable to do so, shall preside over the meeting. The person who presides over the meeting shall determine the method of voting. The constituent meeting of the Supervisory Board shall be chaired by the previous Chairperson, in the absence of such Chairperson it shall be chaired by the First, Second etc. Deputy Chairperson and in the absence of such Deputy Chairperson it shall be chaired by the Board member having served longest on the Board. The same shall apply mutatis mutandis in case neither the Chairpersons nor any of his/her Deputies is able to preside over a meeting.

• (2) Resolutions shall be passed by a simple majority of the votes cast. If there is an equal division of votes, the person presiding over the meeting shall cast the deciding vote - also in the case of elections.

• (3) A member of the Supervisory Board may authorize another member of the Supervisory Board in writing to represent him/her at a specific meeting; the member of the Supervisory Board who has delegated a representative shall not be counted in the determination of a quorum (Par. (1)). The right to preside over a meeting is not transferable.

• (4) Resolutions may also be passed in writing (incl. e-mail), by telephone or in another comparable manner if the Chairperson calls for such a resolution and no member of the Supervisory Board objects to this procedure in writing within 24 hours from receipt of the circulating letter containing the proposal, however not later than upon voting/decision-making in writing or per telephone. Par. (2) shall apply analogously to votes made in writing. The delegation of a representative in accordance with Par. (3) is not permitted for voting as described in this Par. (4).

• (5) The members of the Managing Board shall take part in the meetings of the Supervisory Board unless the Chairperson of the Supervisory Board, or a Deputy Chairperson if the Chairperson is unable to do so, determines otherwise.

• (6) The auditor shall also be invited to attend the meetings that deal with the approval of the annual financial statements and their preparation as well as the audit of these annual financial statements.

• (7) Proposals made by a member of the Supervisory Board or Managing Board to the Chairperson of the Supervisory Board or its committees shall be placed on the agenda

for the next meeting it the relevant topics fall under the jurisdiction of the Supervisory Board or its committees. Proposals made in connection with agenda items not previously announced shall be deliberated and resolved upon in the meeting, provided that all Supervisory Board members are present and do not object to deliberation or resolution, respectively. In the Chairperson's sole discretion and in the absence of objection by the members present, resolutions on agenda items not previously announced may be passed in the absence of some of the members subject to the subsequent consent of the absent members. Minutes shall be drawn up on the discussions conducted and resolutions passed by the Supervisory Board. The minutes must be signed by the person who presided over the meeting.

(8) If a member of the Supervisory Board expresses a differing opinion on a particular subject, this opinion must be recorded in the minutes when requested by the member. If a member of the Supervisory Board has an opinion that differs from a resolution passed by this body, he/she may add his/her opinion to the minutes. The person who presided over the meeting may ask this member of the Supervisory Board to add his/her divergent opinion to the minutes in writing.

§ 3 Corporate Governance und Compliance

• (1) Every member of the Supervisory Board is committed to compliance with the regulations of the Austrian Corporate Governance Code that apply to the Supervisory Board, and will familiarize himself/herself with these rules. This applies in particular to the rules regulating the maximum number of functions held by Supervisory Board members in external companies.

• (2) Without prejudice to the relevant provisions of the articles of association, the members of the Supervisory Board commit themselves to resigning from the Supervisory Board upon completion of their 75th year of life with effect as of the end of the following Annual General Meeting by announcement in accordance with § 10 para (6) of the articles of association. This commitment shall not apply if the Supervisory Board - following a proposal by the Personnel and Nomination Committee - asks the respective Supervisory Board member to exercise his/her mandate until not later than the end of its current term because of his/her particular experience and knowledge and the resulting benefits for the Supervisory Board. In this case and upon request by the Supervisory Board, the respective Supervisory Board member shall be obliged to terminate his/her mandate with effect as of the end of the annual general meeting immediately following such request.

• (3) In accordance with Rule 53 of the Austrian Corporate Governance Code, the members of the Supervisory Board who have been elected by the Annual General Meeting or delegated by shareholders based on the Bylaws of the Company should include a sufficient number of members who are independent of Wienerberger AG and its Management Board; this sufficient number shall be determined by the Supervisory Board. In keeping with this rule, the Supervisory Board shall determine the criteria for