on Thursday, April 27, 2006, at 11 am in the Strauss Hall of the Congress Center at Reed Messe Vienna, Entrance Congress Center, Messeplatz 1, 1021 Vienna.
Shareholders are entitled to attend the Annual General Meeting if they deposit their shares no later than April 21, 2006 with Bank Austria Creditanstalt AG, 1010 Vienna, Am Hof 2 or 1030 Vienna, Vordere Zollamtsstrasse 13, or 1010 Vienna, Schottengasse 6-8, or with the main branches of other Austrian banks or with an Austrian notary public during business hours and leave these shares in deposit until conclusion of the Annual General Meeting.
It should be noted that this deposit may be retracted at any time, and the previously deposited shares may be released for trading. The depository offices will provide the Company with confirmation of all deposits no later than April 24, 2006 (in advance via telefax nr: +43 1 60192-466). All costs associated with this deposit will be carried by Wienerberger AG.
1. Presentation of the approved Annual Financial Statements for the 2005 Business Year and Review of Operations for the Company, which was combined with the Review of Operations for the Group, as well as the Consolidated Financial Statements for the 2005 Business Year and the Report ofthe Supervisory Board on the 2005 Business Year
2. Resolution on the distribution of profits as shown in the Annual Financial Statements for 2005
-> Payment recommendationfor dividend: € 1.18
3. Resolution on the release of the Managing Board and Supervisory Board from liability for the 2005 Business Year
4. Election of the auditor of the Annual Financial Statements for the 2006 Business Year
-> to be suggested: KMPG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft
5. Election to the Supervisory Board
-> for re-election: Friedrich Kadrnoska, Harald Nograsek
-> to be suggested: Karl Fink; Wilhelm G. Rasinger
-> to be resigned at the 137th AGM: Rupert Hatschek, Franz Lauer
6. Remuneration for the Supervisory Board members and amendment of the Articles of Association
In keeping with the objective to ensure transparent corporate governance, the Supervisory Board and Managing Board have held discussions to define a remuneration system that would be appropriate for the members ofthe Supervisory Board from a long-term point of view and also guarantee a long-term focus on the interests of the Company. In accordance with these deliberations, the replacement of §15 of the Articles of Association by the following provision is hereby proposed:
“(1) In addition to reimbursement for cash expenses, every member of the Supervisory Board shall receive a fixed remuneration of EUR 10,000.- per year. For work on the Audit Committee, Project Committee or Personnel and Nominating Committee, each committee member will receive an additional EUR 5,000.- per committee and year. This remuneration shall be indexed beginning with the 2007 Business Year (basis: January 2007) inaccordance with the consumer price index 2005, orany subsequent index, issued by Statistik Austria.
(2) Moreover, each member of the Supervisory Boardshall receive performance-based compensation equal to 0.07‰ of profit after tax
(before minority interests) as shown in the consolidated financial
statements for each business year, which were presented and awarded
an unrestricted audit opinion.
(3) The remuneration for the Chairman of the Supervisory Board shall equal twice the remuneration calculated on the basis of (1) and (2); the Vice-Chairmanshall receive one and a - half times this amount.
(4) If a person does not serve as a member of the Supervisory Board for a full business year, the remuneration defined under (1) to (3) shall be paid on aproportional basis.
(5) If members of the Supervisory Board perform special work in the interest ofthe Company, the Annual General Meeting may approve special remuneration forthese activities.
(6) Any duties related to remuneration for the members of the Supervisory Board shall be carried by the Company.“
7. Motion to replace § 4 Par. 4 of the Articles of Association (authorized capital) with the following provision:
“(4) The Managing Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the Company – in
multiple segments if necessary – in exchange for cash payment or
contributions in kind by up to € 37,083,898.- through the issue of up
to 37,083,898 shares of new bearer or registered shares within five
years beginning on the date this amendment to the Articles of
Association is recorded in the Company Register. Furthermore the
Managing Board shall be authorized to determine the type of shares,
issue price and conditions with the approval of the Supervisory Board.
Subscription rights may be excluded, with the approval of the Supervisory Board,in those cases listed in the report of the Managing Board to point 7 of the agenda for the 137th Annual General Meeting on April 27, 2006. The Supervisory Board is authorized to pass amendments to the Articles of Association, which are made necessary by the issue of shares from authorized capital.“
8. Resolution authorizing the Managing Board to repurchase the maximum number of the Company's shares permitted by §65 Par. 1 Nr. 8 of the Austrian Stock Corporation Act during a period of 18 months beginning on the day this resolution is passed and to either withdrawor sell these repurchased shares or use them in a stock option plan for key managers without further approval by the Annual General Meeting and authorization of the Managing Board to sell treasury shares in another manner than over the stock exchange or through a public offering. This authorization replaces the authorization granted by the Annual General Meeting on May 12, 2005 for repurchase of the Company's shares.
The Annual Financial Statements and the Review of Operations for the Company, which was combined with the Review of Operations for the Group, as well as the Consolidated Financial Statements and the report of the Supervisory Board are available immediately for review at the headquarters of the Company as well as on the Company’s website.
In accordance with § 83 Par. 3 of the Austrian Stock Exchange Act, it is hereby announced that the public may obtain copies of the Annual Report 2005 free of charge at the headquarters of the Company as well as from Bank Austria Creditanstalt AG, Vienna, and other Austrian banks. The Annual Report is also available in the Internet under annualreport.wienerberger.com.
The Annual General Meeting will be held in German. A live webcast of the AGM with English translation will be available on our website.
We would like to draw your attention to the fact that voting rights may also be exercised by authorized persons.
Dr. Michael Knap
IVA-Interessenverband für Anleger
+43 664 2138740
Dr. Harald Festl
Kanzlei Notar Dr. Bernhard Kirchl
+43 (1) 368 26 58
It is a precondition that shareholders must contact their depository bank no later than April 21, 2006 and arrange to receive a ballot.
This ballot should be sent either by the bank directly to IVA - Interessenverband für Anleger andto notary's office of Dr. Kirchl with a signed power of attorney respectivelyor sent directly by the shareholder together with instructions for voting. This representation is free of charge for shareholders. The power of attorney is limited to the Annual General Meeting and will expire at the end of this assembly.