EQS post-admission notification: Wienerberger AG / Publication in accordance with Section 119 Paragraph 9 BörseG Wienerberger AG: Other post-admission obligations 02/21/2024 / 6:00 p.m. 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. ═════════════════════════════════════════ ═════════ ════════════════════════ Wienerberger AG decides to use 6,000,000 treasury shares The Executive Board of Wienerberger AG (the “Company”) has decided to Based on the authorization to use (resale authorization) for treasury shares at the 153rd Annual General Meeting on May 3, 2022 on agenda item 9 (the “authorization to use”), to use treasury shares. 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 “Acquisition”) with the existing owners as sellers (together the “Sellers”). The purchase price for the Terreal acquisition is payable (i) through delivery of the company’s own shares and (ii) through a cash purchase price portion. Wienerberger published on January 29, 2024 via a Europe-wide, electronic distribution system and
https://www.wienerberger.com/de/investoren/aktie.html as well as, in accordance with the requirements of stock corporation law, a report on the use of treasury shares excluding the purchase right (subscription right) of the shareholders on the basis of the authorization of use (the “Report”) for the intended use of treasury shares as an additional non-cash transaction currency for the company acquisition in addition to the cash purchase price portion. On January 29, 2024, the Board of Directors decided to use the treasury shares accordingly; the company’s supervisory board approved this on February 13, 2024. The details on the use of treasury shares in fulfillment of the publication obligations in accordance with Sections 6 and 7 of the 2018 Publication Ordinance are available on the company’s website at
https://www.wienerberger.com/de/investoren/aktie.html (German and
https://www.wienerberger.com/en/investors/share.html (English) published. Use of treasury shares: Day of the authorization resolution of the general meeting in accordance with Section 65 Paragraph 1 Item 8 AktG: May 3, 2022 (resolution published on May 3, 2022) Start and expected duration of use: Delivery of treasury shares is expected to be on or around May 29. February 2024 Class of shares: Bearer shares (ISIN AT0000831706) Intended volume of the sale: 6,000,000 treasury shares of Wienerberger AG (around 5.37% of the share capital of Wienerberger AG) Price per treasury share: According to the share purchase agreement with the sellers, taking the price level into account of the company’s shares on the Vienna Stock Exchange before the announcement of the planned Terreal acquisition: EUR 26.00 per share Type of sale: Off-market (direct delivery to a trustee for the sellers in accordance with the share purchase agreement, 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 and purposes provided for by law in accordance with the authorization resolution of the company’s general meeting of May 3, 2022 and the last sentence of Section 65 (1b) AktG. Any effects of the sale on the admission of the shares to the stock exchange: None. Notes: This communication is a mandatory report in accordance with Section 65 Paragraph 1a AktG, Section 119 Paragraph 9 BörseG 2018 in conjunction with Section 5 Publication Ordinance 2018. This communication constitutes neither an offer to sell nor a solicitation to purchase the shares mentioned herein in any jurisdiction, including the United States States of America, Australia, Canada or Japan. This notice has been prepared solely for the purpose of complying with mandatory legal requirements. The information contained herein may not be distributed in any jurisdiction where such distribution is unlawful and all recipients are requested to inform themselves about and observe such restrictions. Any use of the shares mentioned herein will only occur in accordance with all applicable corporate and securities law regulations. ═════════════════════════════════════════ ═════════ ════════════════════════ 02/21/2024 CET/CEST ═══════════ ═════════ ═════════════════════════════════════════ ═════════ ════ Language: German Company: Wienerberger AG Wienerbergerplatz 1 1100 Vienna Austria Internet: www.wienerberger.com
End of message EQS News Service 1842297 February 21, 2024 CET/CEST