EQS post-admission notification: Wienerberger AG / Publication in accordance with Section 119 (9) BörseG Wienerberger AG: Other post-admission obligations 04.12.2023 / 12:00 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 Management Board of Wienerberger AG on the exclusion of the purchase right (subscription right) of existing shareholders in accordance with Section 65 Paragraph 1b in conjunction with 171 Paragraph 1 iV m 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 77676 f (the “Company”), dated 3. In May 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, including on a pro rata basis, for a period of five years from the adoption of the resolution and with the consent of the Supervisory Board To exclude shareholders’ purchasing rights (exclusion of subscription rights). Based on this authorization, the Management Board plans 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, subject to the approval of the Supervisory Board, to use these shares while excluding shareholders’ subscription rights. Own shares are to be used for the employee participation program for US employees of Wienerberger Group companies in the USA, in particular General Shale Brick, Inc. (“ESPP USA”). As part of the ESPP USA, US employees have the opportunity to purchase shares listed on the Vienna Stock Exchange under ISIN AT0000831706. For every two shares acquired (“investment shares”), the participating employee receives one share of Wienerberger AG without further consideration (“matching share”) in accordance with the terms and conditions for the ESPP USA (“plan conditions”) (2+1 Model). The ESPP USA is administered by Global Shares Inc. as plan administrator (“Plan Administrator”). The plan administrator will hold the shares in trust for the U.S. employees for the duration of the program. For this reason, the treasury shares are transferred directly to the plan administrator for safekeeping for the US employees under the ESPP USA. At the end of the ESPP USA offer period, the total investment amount of all participating employees from the ESPP USA was the equivalent of approximately EUR 130,000. For this total investment amount, Wienerberger AG sells and transfers its own 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 from the participating employees to the plan administrator as trustee for the participating employees. The costs for the matching shares will be borne by companies of the Wienerberger Group in the USA, in particular General Shale Brick, Inc., and compensation will be paid to Wienerberger AG. In total, Wienerberger AG will therefore provide treasury shares for the ESPP USA at a price of approximately EUR 130,000 (taking into account the fact that only whole shares are delivered) as investment shares and, in addition, one matching share for every two investment shares transferred, whereby Wienerberger will receive a cost reimbursement of approximately EUR 65,000 for the matching shares (taking into account the fact that only whole shares are delivered). The transfer of treasury shares to the plan administrator is expected to take place on December 27, 2023 (“closing”). On the date of closing, both the investment shares and the matching shares will be transferred to the plan administrator as trustee for the U.S. employees. The shares will be sold at the closing price on the last trading day immediately before the closing. The final number of treasury shares required for the ESPP USA will therefore be determined on the day of closing based on the closing price of Wienerberger shares on the Vienna Stock Exchange on the last trading day immediately before closing, with treasury shares as an investment as stated -Shares at a price of approximately EUR 130,000 and one matching share for every two investment shares will be sold to the participating employees against reimbursement of costs. Based on the closing price of the Wienerberger share on the Vienna Stock Exchange on November 30, 2023, this would result in a number of treasury shares to be used of 7,380. This would represent around 0.007% of the company’s total shares. The required approval from the Supervisory Board for the use of treasury shares is expected to take place on December 19, 2023. 2. Company interest The treasury shares should be used for the ESPP USA and given to the employees participating in the ESPP USA via the plan administrator as trustee. This is beneficial and of interest to society for several reasons. The aim of the employee participation program is to strengthen employees’ identification with the Wienerberger Group and to promote their loyalty. The establishment of employee participation programs is quite common in companies and is becoming increasingly common in order to create attractive incentives for employees and to bind them to the company. Wienerberger agrees to a three-year holding period (so-called holding period) with the participating US employees. This means that the shares are in safe hands for this period. 3. Suitability, necessity and proportionality The exclusion of subscription rights to use treasury shares for the ESPP USA is suitable to achieve the stated objectives in the company’s interests. The exclusion of subscription rights is necessary and proportionate: (i) The goals and advantages pursued by using treasury shares to attract and retain employees may not be possible 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 company offer cannot be achieved to the same extent. (ii) The use of treasury shares for the ESPP USA creates a competitive advantage in direct comparison to other companies that do not offer their employees such opportunities. This creates incentives for employees of Wienerberger Group companies in the USA to join Wienerberger or stay with the company in the long term. This has positive effects on society. (iii) However, selling treasury shares with subscription rights could not fulfill these objectives, since it is essential to win employees as new shareholders and not to issue treasury shares to existing shareholders. (iv) The extent of the use of treasury shares is clearly limited by the total amount of approximately EUR 195,000, so that any ‘dilution’ of the shareholders with regard to their shareholding remains within reasonable limits. Since the sale price for the investment shares and the cost reimbursement for the matching shares are based on the closing price of the day before the closing on the Vienna Stock Exchange, this is appropriate and there is no capital increase when used within the framework of the ESPP USA comparable risk of dilution for shareholders. In addition, the number of matching shares is limited to one matching share for every two investment shares. 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 – which are at least indirectly in the interest of all shareholders – predominate, so that the exclusion of shareholders’ subscription rights is not disproportionate, but necessary and appropriate. In addition, the use of treasury shares for the ESPP USA 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 sales price of the treasury shares was determined within the framework of the plan conditions. By linking to the closing price of the day before the closing on the Vienna Stock Exchange, an appropriate purchase price corresponding to the time of purchase is determined when setting the price for the investment shares and the reimbursement of costs for the matching shares. Due to the valuation of the shares taking into account the stock market price of the company’s shares, there is no disproportionate disadvantage for shareholders as a result of quota dilution. 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). 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. An announcement will also be made on the federal government’s electronic announcement and information platform (EVI). 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, December 4th, 2023 The Management Board of Wienerberger AG ═════════════════════════════════ ═══════ 12/04/2023 CET/CEST ══════════ ════════════════════════════════════════ ══════════ ══════════════ Language: German Company: Wienerberger AG Wienerbergerplatz 1 1100 Vienna Austria Internet: www.wienerberger.com
End of message EQS News Service 1784605 December 4th, 2023 CET/CEST