EQS post-admission notification: Wienerberger AG / Publication in accordance with Section 119 (9) BörseG Wienerberger AG: Other post-admission obligations 01/29/2024 / 11:15 CET/CEST Publication of a post-admission notification transmitted by EQS News – a service of EQS Group AG. The issuer/publisher is responsible for the content of the message. ═════════════════════════════════════════ ═════════ ════════════════════════ Report of the Board of Directors of Wienerberger AG to exclude the purchase law (subscription right) of existing shareholders in accordance with Sections 65 (1b IVM 171 (1) IVM 153 Paragraph 4 AktG in the event of a sale of treasury shares 1. Sale of treasury shares in another way and authorization to exclude the purchase right (exclusion of subscription rights) By resolution of the 153rd Annual General Meeting of Wienerberger AG, FN 77676f (the “Company”), dated May 3rd In 2022, the Executive Board was authorized in accordance with Section 65 Paragraph 1b AktG to sell the company’s own shares in a manner other than via the stock exchange or through a public offer for a period of five years from the adoption of the resolution and with the consent of the Supervisory Board, including the proportional purchase right of shareholders (exclusion of subscription rights). Based on this authorization, the Management Board decided to sell the company’s own shares (the “treasury shares”) in a manner other than via the stock exchange or by way of a public offer and to use them, subject to the approval of the Supervisory Board, with the exclusion of shareholders’ subscription rights. In December 2022, Wienerberger announced its intention to acquire significant parts of the Terreal Group, a European provider of innovative roofing and solar solutions in France, Germany, Italy, Spain and the USA (the “Terreal Acquisition”). Following the conclusion of a put option agreement in December 2022, on March 13 and 14, 2023, an indirect wholly-owned subsidiary of the Issuer based in France (the “Acquirer”) entered into a share purchase agreement under French law for the acquisition of 100% of the shares of the Terreal Holding SAS, France (the “Purchase Agreement”) with Goldman Sachs Asset Management and Park Square Capital as the main financial investors, other financial investors and a number of natural persons as sellers (together the “Sellers”). The purchase price for the Terreal Acquisition is payable (i) through delivery of the Company’s own shares (the “Share Delivery”) and (ii) through a cash purchase price portion. In addition to the cash purchase price portion, 6,000,000 treasury shares are to be sold to the sellers as an additional non-cash transaction currency in the form of share delivery at a valuation of EUR 26.00 per treasury share, i.e. a total valuation of EUR 156 million, with exclusion of subscription rights. The treasury shares are to be delivered to a trustee for the sellers immediately before the closing of the Terreal acquisition, which is scheduled to take place by April 30, 2024. The delivery is made by the company in the name of the purchaser to a trust deposit for the seller. The required approval of the Supervisory Board for the use of treasury shares is expected to take place on or around February 13, 2024. 2. Corporate interest The treasury shares are to be used as a non-cash purchase price portion of up to EUR 156 million for the Terreal acquisition and delivered to the sellers excluding the shareholders’ subscription rights. The Terreal acquisition is a significant acquisition for the company in its recent corporate history. The delivery of treasury shares is advantageous and of considerable interest to the company for several reasons: (i) The use of treasury shares of a listed company is common and recognized in the international M&A environment. The tried and tested process enables quick and flexible purchase price payment as part of the Terreal acquisition; (ii) In comparison to a public placement of own shares or a sale on the stock exchange, the planned use of own shares for the acquisition of a company prevents negative price changes due to a possible sales surplus on the stock exchange (with adverse price effects); (iii) In addition, the main sellers may not sell their own shares until the end of the holding period. In particular, Wienerberger has agreed a standard market holding period (so-called lock-up period) with the financial investors among the sellers of its own shares, at the end of which there is an option for cash compensation for the sellers who have adhered to the holding period in the amount of the difference between a weighted average price of Wienerberger -share and the fixed valuation of EUR 26.00 per share; (iv) A public offer of treasury shares would also generate a considerable amount of time and money, in particular through the preparation of a prospectus, combined with possible prospectus liability risks; (v) The use of treasury shares for the company acquisition is advantageous for the company because the liquidity requirement for the Terreal acquisition can be reduced significantly, to the extent of up to EUR 156 million, and the company’s liquidity can therefore be protected. 3. Suitability, necessity and proportionality The exclusion of subscription rights to use treasury shares as a non-cash part of the transaction currency for the Terreal acquisition is suitable to achieve the stated objectives in the company’s interest. The exclusion of subscription rights is necessary and proportionate: (i) The objectives and advantages pursued by using treasury shares to partially finance the Terreal acquisition can be limited in the event of a sale of treasury shares while preserving the subscription rights of shareholders or a sale via the stock exchange or a public offer cannot be achieved to the same extent. The Company would not be able to react quickly and flexibly and would be exposed to market risk and enormous costs if it were to create the additional liquidity of up to EUR 156 million required for the Terreal acquisition through share sales; (ii) The use of treasury shares as a non-cash part of the transaction currency for the Terreal acquisition creates transaction security and was carried out taking into account the stock market price of the treasury shares before Wienerberger announced its intention to acquire Terreal. The sellers, especially those subject to the holding period, receive an incentive to support the seamless and complete integration of the Terreal companies being purchased into the Wienerberger Group. Ultimately, the sellers themselves benefit from the associated, possible positive effects on the share price of Wienerberger AG; (iii) A sale of treasury shares with subscription rights, on the other hand, would require a considerable lead time and higher costs than if treasury shares were used to partially finance the Terreal acquisition, without enabling flexible transaction implementation. In comparison, there would be significant time restrictions, also due to the usual trading volumes of the company’s shares on the Vienna Stock Exchange and the resulting volume restrictions for share sales programs as well as expected negative price effects due to the pressure to sell during a sales program; (iv) The extent of the use of treasury shares is clearly limited to 6,000,000 treasury shares (which corresponds to up to around 5.37% of the share capital), so that any ‘dilution’ of shareholders with regard to their shareholding remains within reasonable limits . Since the sale price for the treasury shares is appropriate at EUR 26.00 per treasury share, there is no risk of dilution for shareholders comparable to a capital increase when used as a non-cash part of the transaction currency for the Terreal acquisition. Although the shareholding share of the shareholder changes, this only restores the share that existed before the company repurchased its own shares and is temporarily changed due to the restrictions on the company’s rights from its own shares (Section 65 Paragraph 5 AktG). has. In particular, for the reasons stated, the purposes and measures pursued in the company’s interest by excluding subscription rights outweigh the Terreal acquisition – which are at least indirectly in the interest of all shareholders – so that the exclusion of shareholders’ subscription rights is not disproportionate, but necessary and appropriate. In addition, the use of treasury shares to partially finance the Terreal acquisition and the exclusion of subscription rights are subject to the approval and therefore the control of the company’s Supervisory Board. 4. Justification of the sales price The determination of the sales price of the company’s own shares took place in normal negotiations on the purchase agreement with the sellers, taking into account the price level of the company’s shares on the Vienna Stock Exchange. Due to this consideration of the stock market price of the company’s shares, there is no disproportionate disadvantage for shareholders as a result of a strong quota dilution. The agreed valuation price takes into account the price level of the shares, particularly before the announcement of the planned Terreal acquisition. The protection of shareholders’ interests is also ensured by the fact that, as part of the Terreal acquisition, the value of the Terreal Group companies acquired from Wienerberger was analyzed and a total purchase price for the Terreal acquisition was negotiated, taking into account industry-standard multipliers. Part of the total purchase price for the Terreal acquisition of up to EUR 156 million will be paid by delivering treasury shares. In the future, existing shareholders will participate proportionately in the profits of the companies acquired as part of the Terreal acquisition. Own shares to be sold have the same rights (in particular profit entitlements) as the existing shares (ISIN AT0000831706). The rights from the shares are therefore taken into account in the valuation of the share on the capital market (in particular the stock market price) and are therefore also included in the valuation when used for the Terreal acquisition. 5. Summary After considering the above reasons, the intended exclusion of subscription rights is suitable, necessary, proportionate and objectively justified and necessary in the overriding interest of the company. This report by the Board of Directors will be published on the company’s website registered in the commercial register and will also be distributed electronically throughout Europe. Reference is made to this publication. The approval of the company’s Supervisory Board is required for the exclusion of subscription rights and for the sale of treasury shares. Applying Section 65 Paragraph 1b in conjunction with Section 171 Paragraph 1 AktG, a Supervisory Board resolution will be passed no earlier than two weeks after publication of this report and the treasury shares will actually be sold in accordance with the legal requirements. Vienna, January 29, 2024 The Executive Board of Wienerberger AG ═════════════════════════════════ ══════ 01/29/2024 CET/CEST ═════════ ═════════════════════════════════════════ ═════════ ═══════════════ Language: German Company: Wienerberger AG Wienerbergerplatz 1 1100 Vienna Austria Internet: www.wienerberger.com
End of message EQS News Service 1823457 01/29/2024 CET/CEST