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    WIE   AT0000831706

WIENERBERGER AG

(WIE)
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Wienerberger : Organizational and technical requirements for the 152nd AGM | PDF 68 KB

04/02/2021 | 08:06am EDT

Wienerberger AG

Wienerbergerplatz 1, A-1100 Vienna

Company Register Number 77676f

ISIN AT0000831706

Information concerning the organizational and technical requirements

for participating in the 152nd Annual General Meeting of Wienerberger AG to be held on Tuesday, May 4, 2021, at 10 am, Vienna time, as a virtual Annual General Meeting

The 152nd Annual General Meeting of Wienerberger AG to be held on Tuesday, May 4, 2021, at 10 am, Vienna time, was called on Friday, April 2, 2021 by publication in the Official Gazette [Amtsblatt] attached to the Wiener Zeitung newspaper as well as by Europe-wide electronic distribution.

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

In view of the global COVID-19 pandemic, after careful consideration and with a view to protecting shareholders and other participants, the Managing Board has decided to hold this year's 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).

This means that the Annual General Meeting will be held at the company's registered office solely in the presence of the chairman of the Supervisory Board and/or a deputy chairman, the members of the Managing Board, the notarizing notary, the auditor's representative and the four special proxies proposed by the company. In addition, the company's employees needed to organize the Annual General Meeting and/or the service providers hired by the company will be on site, where this is necessary to hold and conduct the Annual General Meeting.

The chairman of the Annual General Meeting will structure the Annual General Meeting in terms of time and announce a proper point in time until which questions can be asked and instructions can be issued to the special proxies.

Online transmission of the Annual General Meeting

The virtual 152nd Annual General Meeting will be fully transmitted online so that all of the company's shareholders will be able to follow the same on May 4, 2021 from approx. 10 am live on the Internet at www.wienerberger.com/en/investors/annual-general-meeting.html. Shareholders do not have to register or log in.

By way of this acoustic and optical one-way connection, shareholders, using appropriate technical means, 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.

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Shareholders need to meet the following technical requirements:

  • Functional Internet access or functional Internet connection; and
  • A web-enabled device having, for instance, an HTML5-enabled Internet browser with activated JavaScript and capable of picture and sound transmission (e.g. PC with a monitor and loudspeaker, notebook, tablet, smartphone, or the like).

For the avoidance of doubt, please note that at the virtual 152nd Annual General Meeting the company is responsible for the use of any technical means of communication only insofar as such means are attributable to its sphere.

Exercise of the rights to vote, to make motions and to raise objections by special proxies

In accordance with Section 3 (4) of the COVID-19 Ordinance, the rights to vote and, if applicable, to propose resolutions and/or to raise objections at the virtual 152nd Annual General Meeting to be held on May 4, 2021 may only be exercised by one of the following special proxies. Any cost of such special proxies will be borne by the company:

  • Florian Beckermann, c/o IVA Interessenverband für Anleger Contact: Feldmühlgasse 22/4, A-1130 Vienna beckermann.wienerberger@hauptversammlung.at
  • Ewald Oberhammer, attorney at law of Oberhammer Rechtsanwälte GmbH Contact: Karlsplatz 3/1, A-1010 Vienna oberhammer.wienerberger@hauptversammlung.at
  • Dr. Paul Fussenegger, attorney at law
    Contact: Rotenturmstrasse 12/6, A-1010 Vienna fussenegger.wienerberger@hauptversammlung.at
  • Dr. Arno Weigand, notary public
    Contact: Untere Donaustrasse 13-15/7th floor, A-1020 Vienna weigand.wienerberger@hauptversammlung.at

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.

The company's website at www.wienerberger.com/en/investors/annual-general-meeting.htmlprovides 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 as well as a form to revoke the power of attorney. For the sake of efficiency, please use the forms provided.

Please note that as stated in the invitation to the Annual General Meeting, you need a depository confirmation pursuant to Section 10a of the Stock Corporation Act to properly register your shares for the Annual General Meeting, which confirmation must be timely received by the company not later than on April 29, 2021 (for further details, please refer to the invitation to the Annual General Meeting which is available on the website mentioned above).

For the purpose of verifying your identity as a shareholder, please insert on the forms in the relevant field the email address which is also used for sending instructions to the special proxy or questions and/or related statements to the company. In addition, the holder details referred to in the depository

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confirmation must be the same as those referred to in the power of attorney. Otherwise, the power of attorney is invalid. In addition, please confirm by your signature that you are the only person having access to this email address.

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:

+43 1 8900 500 53

By email to:

If to Mr. Beckermann: beckermann.wienerberger@hauptversammlung.at

If to Mr. Oberhammer: oberhammer.wienerberger@hauptversammlung.at

If to Dr. Fussenegger: fussenegger.wienerberger@hauptversammlung.at

If to Dr. Weigand: weigand.wienerberger@hauptversammlung.at

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.

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

Instructions to the special proxies

The special proxies will exercise the rights to vote, to make motions and to raise objections only upon express instruction. If no instruction has been issued in respect of a proposed resolution, the proxy will refrain from voting. This also holds true for proposed resolutions in respect of which unclear instructions (e.g. at the same time FOR andAGAINST the same proposed resolution) were issued.

Any instructions and other directives to the respective special proxy may be issued either when a power of attorney is granted or on a later date. As regards instructions issued to the special proxy to exercise the right to vote and the right to make motions at the Annual General Meeting, shareholders must comply with the points in time set by the chairman. Up until the points in time set by the chairman, shareholders may amend any instruction given or issue new instructions.

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Shareholders are asked to issue their instructions to the special proxy selected by them in the relevant section of the proxy form which will be available at www.wienerberger.com/en/investors/annual-general-meeting.htmlfrom April 13, 2021, at the latest. This holds true both for instructions issued when the power of attorney is granted and for instructions given separately. Shareholders are asked to send their completed forms by email to the respective proxy's email address set out above.

Since a large number of shareholders are expected to get in touch at the same time, we cannot guarantee that the special proxies can be reached by phone during the Annual General Meeting. Shareholders can therefore communicate with the respective special proxy exclusively via the special proxies' email addresses set out above.

Every email sent to the selected special proxy must include the following information:

  • Shareholder's name and date of birth in case of individuals and/or company name and registration number in case of legal entities;
  • Shareholder's securities account number.

In addition, the end of the statement must be identified by reproducing a signature or otherwise, e.g. by stating the shareholder's name and/or company name (Section 13 (2) Stock Corporation Act).

Please note that it may be necessary to briefly interrupt the virtual Annual General Meeting to properly process any instructions issued by shareholders to the special proxies and received during the Annual General Meeting.

Shareholders' rights to receive information and opportunity to make related statements

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. Shareholders may exercise the right to receive information at the virtual Annual General Meeting

solely by sending questions and/or related statements by email to fragen.wienerberger@hauptversammlung.at. For the sake of efficiency, please use the form for questions which will be available at www.wienerberger.com/en/investors/annual-general-meeting.htmlfrom April 13, 2021, at the latest. The fully completed and signed form for questions must be attached to the email sent to the company.

If the right to ask questions is exercised without using the form for questions provided on the website, the email sent to the company must include the following information:

  • Shareholder's name and date of birth in case of individuals and/or company name and registration number in case of legal entities;
  • Shareholder's securities account number.

In addition, the end of the statement must be identified by reproducing a signature or otherwise, e.g. by stating the shareholder's name and/or company name (Section 13 (2) Stock Corporation Act).

If the right to receive information is exercised by an attorney-in-fact, a written power of attorney must be provided as well.

For the sake of efficiency, shareholders are asked to timely send all questions arising before the Annual General Meeting is held in writing by email at fragen.wienerberger@hauptversammlung.atto ensure the questions are received by the company not later than on Monday, May 3, 2021. This way questions can be precisely prepared and answered at the Annual General Meeting.

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During the Annual General Meeting, shareholders can send their questions and/or related statements to the company exclusively in writing by email at fragen.wienerberger@hauptversammlung.at. The chairman will define a relevant time frame during the Annual General Meeting.

If it has been requested to read written statements at the Annual General Meeting, the chairman - if necessary - can order and expressly point out that such statements may not exceed a certain size. Otherwise, the statement may be shortened by the chairman or by the member of the Managing Board reading the shareholder's statement.

In general, it is intended to have the questions received by the company as set out above read and answered at the Annual General Meeting by the chairman or a person designated by the chairman subject to Section 118 of the Stock Corporation Act.

Technical and organizational support

For any technical and organizational support prior to or during the Annual General Meeting, please contact us at fragen.wienerberger@hauptversammlung.at. In addition, as of Friday, April 2, 2021, Monday to Friday from 8 am to 6 pm Vienna time a hotline will be available prior to and during the Annual General Meeting: +43 664 2642645.

Furthermore, reference is made to information concerning shareholder rights, including, but not limited to, the requirement to timely submit a depository confirmation, provided in the invitation to the Annual General Meeting and at www.wienerberger.com/en/investors/annual-general-meeting.html.

Vienna, this April 2021

The Managing Board

DISCLAIMER

This is a working translation from the German language provided for purposes of convenience only. In case of any inconsistency, the German version shall prevail.

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Disclaimer

Wienerberger AG published this content on 02 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2021 12:05:02 UTC.


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