EQS-CMS: Wienerberger AG: Other issuer/company information

Wienerberger AG
FN 77676f

(ISIN: AT0000831706)

Announcement of the resolutions of the Annual General Meeting of 7 May 2026 regarding the authorization to repurchase and cancellation of treasury shares

pursuant to Section 65 (1) no. 8 as well as (1a) and (1b) of the Austrian Stock Corporation Act [AktG] in conjunction with Section 119 (9) of the Stock Exchange Act [BörseG] and Section 2 (2) of the Publication Ordinance [VeröffentlichungsV]

The 157th Annual General Meeting of Wienerberger AG held on 7 May 2026 passed the following resolutions:

Authorization to repurchase treasury shares while excluding other shareholders' pro rated selling rights (agenda item 8)

In accordance with Section 65 (1) No 8 as well as (1a) and (1b) of the Austrian Stock Corporation Act, during a period of 30 months of the date of today's resolution, the Managing Board of Wienerberger AG is authorized to purchase treasury shares of Wienerberger AG at a lowest equivalent of EUR 1.00 per share and a highest equivalent per share which may not exceed 20% of the average unweighted closing price of the preceding ten trading days before the respective repurchase of shares, without obtaining any further resolution by the Annual General Meeting. The amount of treasury shares purchased based on such authorization and of any other treasury shares held may not exceed at any time 10% of the share capital of Wienerberger AG; the total number of treasury shares purchased according to the authorization after this resolution of May 7, 2026 may not exceed 10% of the share capital of Wienerberger AG as of the date of this resolution. The Managing Board may determine the terms of repurchase. At the discretion of the Managing Board, any purchase may be carried out on or off the stock exchange or by way of a public offer. Shares may also be purchased from individual shareholders or from a single shareholder. If consent by the Supervisory Board is not required under mandatory law, the Supervisory Board must be informed of any such decision by the Managing Board afterwards. An off-market purchase may also be carried out by excluding the shareholders' pro-rated selling rights (reverse exclusion of subscription rights). Any purchase may not be carried out for the purpose of trading in treasury shares. Within the limits prescribed by law, especially regarding the maximum number of treasury shares, the Managing Board may exercise this authorization in whole or in part, individually or collectively, once or repeatedly. This authorization may be exercised by the Company, by a subsidiary (Section 228 (3) Austrian Business Act) or by third parties for the Company's account in furtherance of one or more purposes.

This resolution replaces the authorization of the Managing Board adopted at the 155th Annual General Meeting held on May 7, 2024 to repurchase treasury shares, in accordance with agenda item 9 (Authorization to repurchase treasury shares) of the 155th Annual General Meeting.

 

Authorization to cancel treasury shares (agenda item 9)

1. To revoke the authorization pursuant to the resolution under agenda item 10 (Authorization to sell treasury shares), sub-item b), of the 155th Annual General Meeting held on May 7, 2024, according to which pursuant to Section 65 (1) No 8, last sentence, of the Austrian Stock Corporation Act, during a period of 30 months of the date of resolution on May 7, 2024, subject to approval by the Supervisory Board and without obtaining any further resolution by the Annual General Meeting, the Managing Board of Wienerberger AG was authorized to decrease the share capital by cancelling purchased treasury shares, and the Supervisory Board was authorized to adopt amendments to the Articles of Association arising from such cancellation of shares;
2. while authorizing the Managing Board of Wienerberger AG pursuant to Section 65 (1) No 8, last sentence, of the Austrian Stock Corporation Act, during a period of 30 months of the date of resolution by the Annual General Meeting, subject to approval by the Supervisory Board and without obtaining any further resolution by the Annual General Meeting, to decrease the share capital by cancelling purchased treasury shares. The Supervisory Board is authorized to adopt amendments to the Articles of Association arising from such cancellation of shares.

Within the limits prescribed by law, the Managing Board may exercise this authorization in whole or in part, individually or collectively, once or repeatedly. The authorization granted in item ii) above is valid both in respect of treasury shares already held by the Company on the date of this resolution and in respect of treasury shares to be purchased in the future.

This resolution does not affect the resolution in respect of agenda item 10 (Authorization to sell treasury shares), sub-item a), adopted at the 155th Annual General Meeting held on May 7, 2024.

 

Vienna, May 7^th 2026

 

The Managing Board