139th Annual General Meeting

on Thursday, May 9, 2008, at 11 am in Hall F – Yellow Level of the Austria Center Vienna, Bruno-Kreisky-Platz 1, 1220 Vienna

Austria Center Vienna

Shareholders are entitled to attend the Annual General Meeting if they deposit their shares no later than May 5, 2008 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 May 7, 2008 (in advance via telefax nr.: +43 1 60192-466). All costs associated with this deposit will be carried by Wienerberger AG.

 

We kindly ask you to consider the expected number of participants as well as the customary security measures in your time planning.

 

Agenda

 

1. Presentation of the approved Annual Financial Statements for the 2007 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 2007 Business Year and Report of the Supervisory Board on the 2007 Business Year

 

2 . Recommendation for the Distribution of Profit as shown in the Annual Financial Statements for 2007

 

3. Resolution on the release of the Managing Board and Supervisory Board from liability for the 2007 Business Year

 

4. Election of the auditor of the Annual Financial Statements for the 2008 Business Year

 

5. Election to the Supervisory Board

 

6. Amendment to § 2 the Articles of Association as follows:


(1) The Company's objects of business shall be:

(a) The exercise of holding company functions related to companies under its control as a corporate group in accordance with § 15 of the Austrian Stock Corporation Act. The object of business of these group companies comprises in particular the production, purchase and sale of all types of building materials, the pursuance of activities in the construction branch and the operation of filling stations;

(b)The acquisition of and investment in other companies and corporations, in particular industrial companies, with the same or similar object of business as well as the establishment of branches and subsidiaries in Austria and other countries;

(c)The performance of administrative, management and consulting duties (in particular in the areas of organization, data processing, insurance, etc.) for other companies and corporations;

(d)The automatic processing of personal data;

(e)Trade in goods of all kinds.

(2) Moreover, the Company shall be entitled to engage in any and all transactions that are deemed necessary or expedient for realizing the objects of business, in particular transactions in the areas that are similar or related to the objects of business.

 

7. Amendment to §§ 4, 10, 15, 24 und 25 the Articles of Association as follows:


§ 4 (2) The registered capital shall be divided into 83,947,689 no par value shares. All claims to the individual securitization of shares shall be excluded.


§ 10 (1) The Supervisory Board shall consist of a minimum of three and a maximum of ten members elected by the Shareholders' Meeting.

 

§ 10 (3) Unless a member was elected for a shorter term of office, the term of office of every member of the Supervisory Board shall run until the end of the Shareholders' Meeting resolving on the approval of the actions for the third business year after the election, with the business year in which the Supervisory Board member was elected not being counted. However, each year after conclusion of the ordinary Shareholders' Meeting a minimum of two Supervisory Board members shall resign. The resigning members shall be determined as follows: The first members to resign are those whose term of office is scheduled to expire. The next members to resign are those who have served for the longest period of time within their then current term of office. If the members who are to resign are not determined by this procedure, those members shall resign who have served on the Supervisory Board for the longest period of time. The resigning members may be re-elected immediately.


§ 15 (2) Moreover, each member of the Supervisory Board shall receive performance-based compensation equal to 0.07‰ of profit after tax (before minority interests and after the deduction of any interest expense for hybrid bonds or comparable financial instruments) as shown in the consolidated financial statements for each business year, which were presented and awarded an unrestricted audit opinion.


§ 24 (1) Within the first three months of every business year the Management Board shall submit the following documents to the Supervisory Board: the audited annual financial statements and review of operations for the preceding financial year as well as the audited consolidated financial statements and review of group operations as well as the proposal for the distribution of the profit.


§ 24 (2) During the first eight months of every business year the Shareholders' Meeting shall decide on the distribution of the net profit for the year, the approval of the actions of the members of the Management Board and the Supervisory Board, the election of the auditor and, in the cases provided for by law, on the adoption of the annual financial statements (ordinary Shareholders' Meeting).


§ 25 Net profit shall be distributed to the shareholders, unless decided otherwise by the Shareholders' Meeting.

 

8. Authorization of the Managing Board to repurchase shares and to use these repurchased shares Recommendation 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 30 months beginning on the day this resolution is passed and authorization to either withdraw or 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 10, 2007 for the repurchase of the Company's shares.


The purchase price for these shares shall equal a maximum of twice the market price per share on May 09, 2008 and a minimum of one euro per share.


Pursuant to § 83 (2) fig. 1 of the Austrian Stock Corporation Act, the company informs that a total of 83.947.689 no-par bearer shares were issued, each of which represents one vote. The company holds 813.603 own shares. Considering the own shares hold by the company, the number of voting rights amounts to 83.134.086.

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 under www.wienerberger.com.

 

In accordance with § 82 Par. 4 of the Austrian Stock Exchange Act, it is hereby announced that the public may obtain copies of the Annual Report 2007 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 underannualreport.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.

Platform ProxyEdge

We kindly ask all investors linked to Broadridge Investor Communication Solutions, Inc. to cast their vote via the ProxyEdge platform.

ProxyEdge platform voting

Authorization

We would like to draw your attention to the fact that voting rights may also be exercised by authorized persons. Contact details of the authorized persons as well as the power of attorney are enclosed below. Furtherinformation can be obtainedby calling +43 1 60192-463 (Investor Relations) or by e-mail at investor@wienerberger.com.

 

Dr. Michael Knap
IVA-Interessenverband für Anleger
Feldmühlgasse 22/4
1130 Wien
+43 664 2138740


Mag. Markus Rohrer
Kanzlei Notar Dr. Bernhard Kirchl
Gatterburggasse 10
1190 Wien
+43 (1) 368 26 58


It is a precondition that shareholders must contact their depository bank no later than May 5, 2008 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.

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