EQS Post-admission Duties announcement: Wienerberger AG / Publication
according to § 119 (9) BörseG
Wienerberger AG: Other admission duties to follow
07.06.2024 / 14:00 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Wienerberger AG resolves on the use of treasury shares
The Managing Board of Wienerberger AG (the “Company”) has decided to
execute a use of treasury shares (own shares) based on the authorization
for the use (resale authorization) of treasury shares granted by
resolution of the 155^th Annual General Meeting on 7 May 2024 (the “Use
Authorization”).
Wienerberger published a report on the use of treasury shares excluding
subscription rights on 23 May 2024 via a pan-European electronic
distribution system and on its website under
(1) https://www.wienerberger.com/en/investors/download-center.html and on
23 May 2024 on the Electronic Announcement and Information Platform of the
Federal Government (EVI) on the basis of the Use Authorization (the
“Report”) for the purposes of an employee share participation program for
employees of the Wienerberger group in the United States, in particular
for employees of General Shale, Inc. (the “ESPP USA”). Under the ESPP USA,
US employees had the opportunity to acquire shares listed on the Vienna
Stock Exchange under ISIN AT0000831706. For every two shares purchased
(“Investment Shares”), the participating employee receives one
Wienerberger AG share without any further consideration (“Matching Share”)
in accordance with the terms and conditions of the ESPP USA (“Plan
Conditions”) (2+1 model). ESPP USA is administered by Global Shares Inc.
as plan administrator (“Plan Administrator”). The Plan Administrator will
hold the shares in trust on behalf of the US employees for the duration of
the program. For this reason, the treasury shares will be transferred
directly to the Plan Administrator to be held in trust on behalf of the US
employees under the ESPP USA.
Under the ESPP USA, US employees were given the opportunity to participate
in the ESPP USA within an offer period. At the end of the offer period,
the total investment of all employees participating in the ESPP USA
amounted to the equivalent of approximately EUR 110,000. For this total
investment amount, Wienerberger AG sells and transfers treasury shares as
Investment Shares to the Plan Administrator as trustee for the
participating employees. In addition, Wienerberger AG sells and transfers
one Matching Share for every two Investment Shares without any further
consideration by the participating employees to the Plan Administrator as
trustee for the participating employees. The costs for the Matching Shares
are borne by companies of the Wienerberger Group in the US, in particular
General Shale Brick, Inc. and a reimbursement of costs is paid to
Wienerberger AG. In total, Wienerberger AG will therefore transfer
treasury shares for the ESPP USA at a price of approximately EUR 110,000
(taking into account the fact that only whole shares are delivered) as
Investment Shares and additionally one Matching Share for every two
Investment Shares, whereby Wienerberger will receive a cost compensation
of approximately EUR 55,000 (taking into account the fact that only whole
shares are delivered) for the Matching Shares.
The transfer of the treasury shares to the Plan Administrator is expected
to take place on 13 June 2024 (“Closing”). On the day of Closing, both the
Investment Shares and the Matching Shares will be transferred to the Plan
Administrator as trustee for the US employees. The final amount of
treasury shares required for the ESPP USA will be determined on the day of
Closing based on the closing price of the Wienerberger share on the Vienna
Stock Exchange on the last trading day immediately prior to Closing,
whereby treasury shares will be sold as Investment Shares at a price of
approximately EUR 110,000 and for every two Investment Shares, one
Matching Share will be sold to the participating employees with a
reimbursement of costs in the amount of approximately EUR 55,000. Based on
the closing price of the Wienerberger share on the Vienna Stock Exchange
on 21 May 2024, this would result in approximately 4,700 treasury shares
to be used. This would correspond to around 0.004 % of the company’s total
shares.
The Management Board of Wienerberger AG resolved on 7 June 2024 to use the
treasury shares accordingly; the Supervisory Board of the Company approved
this on 7 June 2024.
Details on the use of treasury shares will be published on the Company’s
website at (2) https://www.wienerberger.com/de/investoren/aktie.html
(German language) and
(3) https://www.wienerberger.com/en/investors/share.html (English
language).
Use of treasury shares:
Date of the authorization resolution of the Annual General Meeting
pursuant to § 65 para. 1 no. 8 AktG: 7 May 2024 (resolution published on 7
May 2024)
Start and expected duration of use: 13 June 2024 (expected)
Share class: bearer shares (ISIN AT0000831706)
Intended volume of sale: The final volume is not yet determined and will
be calculated as described above, whereas treasury shares will be sold to
the participating employees as Investment Shares for a total consideration
of approximately EUR 110,000 and one Matching Share for every two
Investment Shares with a cost compensation of in total approximately
EUR 55,000. For illustration purposes – on the basis of the closing price
of the Company’s shares on 21 May 2024, approximately 4,700 shares,
corresponding to around 0.004 % of the Company’s total shares, would be
used.
Price per own share: The consideration for the transfer of the shares is
calculated as described above and is based on the closing price per share
on the Vienna Stock Exchange on the business day immediately prior to
Closing.
Type of sale: Off-market (direct delivery to Global Shares Inc. as Plan
Administrator and trustee of the participating employees, according to the
resolution of the Management Board of Wienerberger AG and the resolution
of the Supervisory Board of Wienerberger AG).
Purpose of the sale: Use of the treasury shares for purposes of an
employee share participation program for employees of the Wienerberger
group in the United States pursuant to the authorization resolution of the
Annual General Meeting of the Company of 7 May 2024 as well as § 65 para
1b last sentence AktG.
Possible effects of the sale on the listing of the shares: None.
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07.06.2024 CET/CEST
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Language: English
Company: Wienerberger AG
Wienerbergerplatz 1
1100 Wien
Austria
Internet: www.wienerberger.com
End of News EQS News Service
1919743 07.06.2024 CET/CEST
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