on Friday, May 19, 2017, at 10:00 am in Hall F of the Austria Center Vienna, Bruno-Kreisky-Platz 1, A-1220 Vienna
|By mail:||Wienerberger AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, A-8242 St. Lorenzen/Wechsel|
|Via SWIFTl:||GIBAATWGGMS - Message Type MT598 or Type 599; please indicate in the wording ISIN AT0000831706.|
|By e-mail:||firstname.lastname@example.org (depository confirmation as PDF-attachment with qualified electronic signature pursuant to § 4 Abs. 1 SVG)|
Depository confirmation pursuant to § 10a of the Austrian Stock Corporation Act
The depository confirmation must be issued in writing by a depository institution that maintains its registered offices in a member state of the European Economic Area or in a full member state of the OECD and must include the following information:
|+43 (0)1 8900 500 53|
|email@example.com (as scanned attachment: .tif, .pdf, etc.)|
|By mail:||Wienerberger AG, Investor Relations, attn.: Mr. Klaus Ofner, Wienerberg City, Wienerbergstrasse 11, A-1100 Vienna|
|GIBAATWGGMS - Message Type MT598 or Type 599; please indicate in the wording ISIN AT0000831706.|
|Personally:||Upon registration at the venue for the Annual General Meeting|
If the shareholder has designated his/her depository institution as the proxy, the institution may verify this proxy by submitting a statement together with the depository confirmation.
Forms for granting and cancelling a proxy will be sent to shareholders on request and are also available for download on the company’s website under www.wienerberger.com.
If the proxy is not to be submitted personally at the registration desk on the day of the Annual General Meeting, it must be received by the company no later than 4 pm Vienna time on Thursday, May 18, 2017. The above rules for granting a proxy apply analogously to the cancellation of a proxy.
As a special service for shareholders, the following persons and institutions are prepared to serve as proxies for the exercise of voting rights at the Annual General Meeting in accordance with instructions:
Special proxy forms are available for the above persons/institutions on the company’s website under www.wienerberger.com. If a proxy is granted to one of these independent representatives, the relevant form must be sent to the company as described above.
Shareholders should note that they must also meet the requirements for participation stated under “Proof of shareholding and participation in the Annual General Meeting“ above, if they grant a proxy to a representative. Anonymous participation as an “undisclosed representative“ is no longer permissible.
Reference to the rights of shareholders as defined by §§ 109, 110 and 118 of the Austrian Stock Corporation Act
Shareholders whose stakes reach a combined total of 5% of share capital and who have held these shares for at least three months prior to the filing of their motion can petition in writing for the inclusion and announcement of additional points to the agenda for this Annual General Meeting, if this request is received by the company in writing (with the signatures of all shareholders filing the motion) no later than midnight Vienna time on Friday, April 28, 2017 exclusively at the following address: Wienerberger AG, Corporate Legal Services, Attn.: Mr. Bernd Braunstein, Wienerberg City, Wienerbergstrasse 11, A-1100 Vienna. Each point submitted for the agenda in this manner must include a proposed resolution together with a statement of the reasons. Proof of the status as a shareholder may be provided by the submission of a depository confirmation as described § 10a of the Austrian Stock Corporation Act; this confirmation must verify that the shareholder(s) filing the motion has (have) held these shares for a least three months prior to the motion and may not be older than seven days when it is received by the company. Further requirements for depository confirmation are listed under the section on the right to participate in the Annual General Meeting.
Shareholders whose stakes reach a combined total of at least 1% of share capital can submit written proposed resolutions together with a statement of the reasons for any point on the agenda and require that these proposals, together with the statement of reasons and any statement by the Managing Board or Supervisory Board, be published on the company’s website, if this request is received by the company in writing no later than midnight Vienna time on Wednesday, May 10, 2017 either by telefax to +43 (0)1 8900 500 53 or by mail to Wienerberger AG, Corporate Legal Services, Attn.: Mr. Bernd Braunstein, Wienerberg City, Wienerbergstrasse 11, A-1100 Vienna. Any nomination for the election of a member of the Supervisory Board must include the professional qualifications of the person nominated as well as his/her professional or comparable functions and also disclose any circumstances that could give rise to concern over bias. Proof of the status as a shareholder for the exercise of this shareholder right may be provided by the submission of a depository confirmation as described in § 10a of the Austrian Stock Corporation Act; this confirmation may not be older than seven days when it is received by the company. Multiple depository confirmations of shareholdings, which only together reach the threshold of 1%, must refer to the same point in time (date, time). Further requirements for the depository confirmation are listed under the section on the right to participate in the Annual General Meeting.
Every shareholder may also submit a motion on any point of the agenda (with the exception of elections to the Supervisory Board) directly at the Annual General Meeting; these motions do not require prior announcement.
On request, every shareholder must be provided with information concerning the business matters of the company at the Annual General Meeting, if this information is necessary for the correct evaluation of a point on the agenda. This right to information also covers the legal and business relations of the company to affiliated entities and to the operations of the group, and also extends to the companies included in the consolidated financial statements.
Additional information on the rights of shareholders under §§ 109, 110, 118 and 119 of the Austrian Stock Corporation Act is now available on the company’s website under www.wienerberger.com.
|Documents 148th Annual General Meeting|
|Proposals for Resolutions|
|Report of the Managing Board to point 7|
|IVA - Priority Questions|
|Information on Shareholders' Rights|
|Information for Custodian Banks|
|Individual Depository Confirmation (sample)|
|Collective Depository Confirmation (sample)|
|Power of Attorney (sample)|
|Power of Attorney Mr. Knap|
|Power of Attorney Mr. Rohrer|
|Revocation PoA (sample)|
|Revocation PoA Mr. Knap|
|Revocation PoA Mr. Rohrer|
|Amendment to the Articles of Association|
|CV Peter Johnson|
|CV David Davies|
|Results of Voting|