Wienerberger : Invitation to the 152nd Annual General Meeting | PDF 140 KB

Wienerberger AG

Wienerbergerplatz 1, A-1100 Vienna

Company Register Number 77676f

ISIN AT0000831706

Invitation

to the 152nd Annual General Meeting

to be held on Tuesday, May 4, 2021, at 10:00 am Vienna time

at the Wienerberger Haus, Wienerberger AG, Wienerbergerplatz 1, A-1100 Vienna,

as a virtual Annual General Meeting within the meaning of the Corporate COVID-19 Act and the

Corporate COVID-19 Ordinance

Agenda

1. Presentation of the adopted 2020 Annual Financial Statements and the Management Report of Wienerberger AG for the financial year 2020, the Consolidated Financial Statements and the Group Management Report, the Corporate Governance Report, the non-financial report and the report by the Supervisory Board on the financial year 2020
2. Resolution on the use of net profits shown in the 2020 Annual Financial Statements
3. Discharge of the Managing Board members for the financial year 2020
4. Discharge of the Supervisory Board members for the financial year 2020
5. Election of the auditors of the Annual Financial Statements and Consolidated Financial Statements for the financial year 2021
6. Elections to the Supervisory Board
7. Resolution on the 2020 remuneration report

Annual General Meeting to be held as a virtual Annual General Meeting

In view of the global COVID-19 pandemic as well as the current and anticipated epidemiological local situation, after careful consideration and with a view to protecting shareholders and other participants, the Managing Board has decided to hold the 152nd Annual General Meeting - like the successfully held 151st Annual General Meeting - without any shareholders being physically present.

As a consequence, the 152nd Annual General Meeting of Wienerberger AG to be held on May 4, 2021 will be held as a "virtual Annual General Meeting" within the meaning of the COVID-19 Act (Federal Law Gazette I 16/2020), as amended, and the related Ordinance issued by the Federal Minister of Justice (COVID-19 Ordinance, Federal Law Gazette II 140/2020), as amended. Please note that based on the current COVID-19 situation, Wienerberger AG reserves the right to postpone or cancel (also on short notice) the 152nd Annual General Meeting for good cause.

Subject to statutory provisions, holding the Annual General Meeting as a virtual Annual General Meeting involves modifications in respect of the procedure of the Annual General Meeting and the exercise of shareholder rights. The rights to vote, to propose resolutions and to raise objections may only be exercised by granting a power of attorney and giving instructions to a special proxy proposed by the company pursuant to Section 3 (4) of the COVID-19 Ordinance.

The right to obtain information may be exercised by shareholders themselves during the virtual Annual General Meeting by way of electronic communication, i.e. by transmitting questions in writing solely by email to the company's email address at [e-mail], provided that shareholders have timely delivered a depository confirmation as defined in Section 10a of the Stock Corporation Act and granted power of attorney to a special proxy.

Online transmission of the Annual General Meeting

Pursuant to Section 3 (1), (2) and (4) of the COVID-19 Ordinance in conjunction with Section 102 (4) of the Stock Corporation Act, the 152nd Annual General Meeting will be transmitted online in real time. For purposes of data protection, this is permitted in accordance with Section 3 (1), (2) and (4) of the COVID-19 Ordinance and Section 102 (4) of the Stock Corporation Act.

All of the company's shareholders may follow the Annual General Meeting on May 4, 2021 from approx. 10:00 am, Vienna time, live on the Internet at www.wienerberger.com, using appropriate technical means. Shareholders do not have to register or log in. By way of an acoustic and optical one-way connection, shareholders will be able to follow in real time the entire Annual General Meeting, including the presentation of the Managing Board, the answering of questions asked by shareholders, and the adoption of resolutions.

For the avoidance of doubt, this live transmission is not a two-way connection and does not facilitate remote participation pursuant to Section 102 (3) No 2 of the Stock Corporation Act or remote voting pursuant to Section 102 (3) No 3 of the Stock Corporation Act in conjunction with Section 126 of the Stock Corporation Act. In addition, please note that the company is responsible for the use of any technical means of communication only insofar as such means are attributable to its sphere (Section 2 (6) of the COVID-19 Ordinance).

Furthermore, reference is made to additional information concerning the organizational and technical requirements for participating in the virtual Annual General Meeting pursuant to Section 3 (3) in conjunction with Section 2 (4) of the COVID-19 Ordinance, which information will be available on the company's website at www.wienerberger.comnot later than on April 13, 2021.

Special proxies

Every shareholder who is entitled to participate in the Annual General Meeting has the right to appoint a proxy who participates in the Annual General Meeting on the shareholder's behalf and has the same rights as the shareholder represented by the proxy.

In accordance with Section 3 (4) of the COVID-19 Ordinance, the rights to propose resolutions, to vote and to raise objections at the virtual 152nd Annual General Meeting may only be exercised by a special proxy. Any cost of such special proxies will be borne by the company.

Every shareholder who is entitled to participate in the 152nd Annual General Meeting and has furnished related documentary evidence to the company as set forth herein has the right to appoint one of the following special proxies by granting a power of attorney:

• Florian Beckermann, c/o IVA Interessenverband für Anleger Contact: Feldmühlgasse 22/4, A-1130 Vienna [e-mail]
• Ewald Oberhammer, attorney at law of Oberhammer Rechtsanwälte GmbH Contact: Karlsplatz 3/1, A-1010 Vienna [e-mail]
• Dr. Paul Fussenegger, attorney at law
  Contact: Rotenturmstrasse 12/6, A-1010 Vienna [e-mail]

• Dr. Arno Weigand, notary public
  Contact: Untere Donausstrasse 13-15/7th floor, A-1020 Vienna [e-mail]

The company's website at www.wienerberger.comprovides to shareholders and/or their attorneys-in-fact a form to grant a power of attorney and to issue instructions to one of the above special proxies and a form to revoke the power of attorney. For the sake of efficiency, please use the forms provided.

The special proxies can be directly contacted as set out above. You are asked to get in touch in time in case you want to issue specific instructions.

For the purpose of verifying your identity, please insert on the forms in the relevant field the email address which is also used for sending instructions to the special proxy or requests to speak to the company. In addition, the holder details referred to in the depository confirmation must be the same as those referred to in the power of attorney. Otherwise, the power of attorney is invalid.

If power of attorney is granted to another person, a valid chain of powers of attorney (sub-power of attorney) must ensure that one of the special proxies is granted power of attorney to exercise voting rights, to make motions and to raise objections. In accordance with the COVID-19 Ordinance, no other person may be granted power of attorney to exercise these rights at the virtual Annual General Meeting.

If a shareholder has granted power of attorney to the shareholder's custodian bank, the latter merely has to state that it was granted power of attorney, in addition to providing the depository confirmation. For the purpose of proposing resolutions, casting votes and raising objections at the Annual General Meeting, the custodian bank also has to use one of the proposed special proxies and timely provide the relevant power of attorney as described below.

Completed and signed powers of attorney must be timely sent to ensure they are received by the company in writing not later than on Monday, May 3, 2021, 12 pm Vienna time, using one of the following means:

By mail or courier to:	Wienerberger AG
	c/o HV-Veranstaltungsservice GmbH
	Köppel 60, A-8242 St. Lorenzen/Wechsel
By fax to:	[phone]
By email to:	If to Mr. Beckermann: [e-mail]
	If to Mr. Oberhammer: [e-mail]
	If to Mr. Fussenegger: [e-mail]
	If to Mr. Weigand: [e-mail]
	The power of attorney has to be attached in text format (e.g. in pdf-format)
By SWIFT:	GIBAATWGGMS - Message Type MT598 and/or Type 599; please indicate ISIN
	AT0000831706 in the text

This form of delivery grants the selected special proxy direct access to the power of attorney. The power of attorney may not be submitted by a shareholder in person at the venue of the meeting. Any details on how to grant a power of attorney are set out in the proxy form provided on the company's website at www.wienerberger.comand in the notice of information concerning the organizational and technical requirements for participation.

The above provisions apply mutatis mutandis to any revocation of the power of attorney.

Documents for the Annual General Meeting

Pursuant to Section 108 (3) and (4) of the Stock Corporation Act, the following documents will be available on the company's website at www.wienerberger.comregistered in the commercial register not later than on Tuesday, April 13, 2021:

• Information concerning the organizational and technical requirements for participating in the virtual Annual General Meeting pursuant to Section 3 (3) in conjunction with Section 2 (4) of the COVID-19 Ordinance
• The documents referred to in item 1 of the agenda
• Proposed resolutions on items 2 - 7 of the agenda
• 2020 remuneration report

• Statements by the candidates in respect of item 6 ("Elections to the Supervisory Board") pursuant to Section 87 (2) of the Stock Corporation Act, including CVs
• Forms for granting and revoking a power of attorney issued to the special proxies pursuant to Section 3
  (4) of the COVID-19 Regulation
• Form for questions
• All other publications made by the company in relation to this Annual General Meeting

Record Date and participation in the Annual General Meeting

Eligibility to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights to be asserted at the Annual General Meeting subject to the COVID-19 Ordinance is based on the shares held on Saturday, April 24, 2021, midnight Vienna time (Record Date).

Subject to the COVID-19 Act and the COVID-19 Ordinance, a person may only participate and exercise shareholder rights in this virtual Annual General Meeting if the person is a shareholder on the Record Date and submits related documentary evidence to the company.

A depository confirmation as defined in Section 10a of the Stock Corporation Act and/or Section 18 of the Articles of Association constitutes sufficient proof of the shares held on the Record Date and must to be received by the company not later than on Thursday, April 29, 2021, midnight Vienna time, exclusively by one of the following means of communication:

By mail or courier:	Wienerberger AG
	c/o HV-Veranstaltungsservice GmbH
	Köppel 60, A-8242 St. Lorenzen/Wechsel
By SWIFT:	GIBAATWGGMS - Message Type MT598 and/or Type 599; please indicate ISIN
	AT0000831706 in the text
By e-mail:	[e-mail]
	(Depository confirmation as PDF-attachment)
By facsimile:	[phone]

Please note that no special proxy can be validly appointed and shareholders cannot validly exercise their rights to obtain information, unless the depository confirmation is received in due time.

Depository confirmation pursuant to Section 10a of the Stock Corporation Act

The depository confirmation must be issued by the custodian bank having its registered office in a member state of the European Economic Area or in a full member state of the OECD and must include the following information:

1. Information on the issuer: name/company name and address or a code commonly used in transactions between banks (SWIFT code);
2. Information on the shareholder: name/company name, address, date of birth of natural persons; register and registration number of legal entities, if applicable;
3. Securities account number or other designation;
4. Information on the shares: number of shares (ISIN AT0000831706) held by the shareholder;
5. Date to which the depository confirmation is related.

The depository confirmation which is to prove a shareholder's holding must relate to the above Record Date (Saturday, April 24, 2021, midnight Vienna time).

The depository confirmation must be provided in German or English.

Provision of the depository confirmation is deemed registration for the Annual General Meeting. The Record Date does not affect the alienability of shares or the entitlement to receive dividends.

Shareholders' rights under Sections 109, 110, 118 and 119 of the Stock Corporation Act

Shareholders who collectively hold 5% of the share capital and have held such shares for at least three months prior to filing their motion can request the inclusion and announcement of additional items on the agenda of this Annual General Meeting, provided that such request is received by the company in writing (with the signatures of all shareholders filing the motion) not later than on Tuesday, April 13, 2021, midnight Vienna time, exclusively at the following address: Wienerberger AG, Corporate Secretary, Attn.: Mr. Bernd Braunstein, Wienerbergerplatz 1, A-1100 Vienna. Every item on the agenda so requested must be accompanied by a proposed resolution, including reasons. To prove a shareholder's capacity, it suffices to submit a depository confirmation as described in Section 10a of the Stock Corporation Act which states that

the shareholders filing the motion have held the shares for at least three months before the motion is filed and may not be older than seven days when received by the company. For further requirements concerning the depository confirmation, please refer to the section concerning the right to participate in the Annual General Meeting.

Shareholders who collectively hold at least 1% of the share capital can submit proposed resolutions, including reasons, in respect of every item on the agenda and request that these proposals, including reasons, and a statement, if any, by the Managing Board or the Supervisory Board be published on the company's website, provided that such request is received by the company in writing not later than on Friday, April 23, 2021, midnight Vienna time, either by facsimile at [phone] or by mail at Wienerberger AG, Corporate Secretary, Attn.: Mr. Bernd Braunstein, Wienerbergerplatz 1, A-1100 Vienna. Any proposal for the election of a member of the Supervisory Board must include the professional qualifications of the person nominated, his/her professional or comparable functions as well as all circumstances that could give rise to concern over bias. To prove a shareholder's holding in order to exercise this shareholder right, it suffices to submit a depository confirmation as described in Section 10a of the Stock Corporation Act which may not be older than seven days when provided to the company. Multiple depository confirmations of shares which only together represent the 1% threshold must refer to the same point in time (date, time). For further requirements concerning the depository confirmation, please refer to the section concerning the right to participate in the Annual General Meeting.

Subject to the COVID-19 Ordinance, at the virtual Annual General Meeting every shareholder may file motions in respect of every item on the agenda (with the exception of elections to the Supervisory Board) through his/her special proxy, such motions not requiring prior announcement (Section 119 Stock Corporation Act).

As regards item 6 "Elections to the Supervisory Board" and a related proposal, if any, by shareholders pursuant to Section 110 of the Stock Corporation Act, the company provides the following information and asks to consider the related comments by the Supervisory Board in the proposed resolutions:

In view of the current number of Supervisory Board members, at least three members must be women and three members must be men in order to comply with the minimum share of men and women required under Section 86 (7) of the Stock Corporation Act.

The Supervisory Board of Wienerberger AG currently consists of six members elected by the Annual General Meeting (capital representatives) and three members delegated by the Works Council pursuant to Section 110 of the Labor Relations Act. Four of the six capital representatives are men and two are women; two of the three employee representatives are men and one is a woman. The Supervisory Board therefore currently consists of six men and three women and thus complies with the minimum share of men and women under Section 86 (7) of the Stock Corporation Act.

Please note that neither the majority of capital representatives nor the majority of employee representatives have raised an objection pursuant to Section 86 (9) of the Stock Corporation Act which means that the minimum share of men and women required under Section 86 (7) of the Stock Corporation Act is met not separately, but collectively by the entire Supervisory Board.

If in respect of item 6 "Elections to the Supervisory Board" the number of Supervisory Board members is increased within the scope of the Articles of Association, shareholders proposing candidates for election have to bear in mind that any proposal complies with Section 86 (7) of the Stock Corporation Act and the minimum share of men and women as mentioned above, respectively..

Section 118 of the Stock Corporation Act provides that upon request, every shareholder must be provided with information concerning the company's affairs at the Annual General Meeting, where such information is necessary to properly evaluate an item on the agenda. This right to receive information also covers the company's legal and business relations to an affiliated company and the group's state of affairs as well as the companies included in the consolidated financial statements.

Please note that the right to receive information may be exercised by shareholders at the virtual Annual General Meeting by sending questions and/or related statements solely by email at [e-mail]. Please use the related form for questions provided on the company's website at www.wienerberger.com. Additional details on how to exercise the right to receive