140th Annual General Meeting

on Thursday, May 14, 2009, 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 8 May 2009 with UniCredit Bank Austria AG, at the addresses 1010 Vienna, Am Hof 2, and 1030 Vienna, Vordere Zollamtsstraße 13, and 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 under deposit until the conclusion of the Annual General Meeting.


It should be noted that this deposit may be retracted at any time and the previously deposited shares released for trading. The depository institutions will provide the Company with confirmation of all deposits no later than 11 May 2009 (in advance via telefax nr. +43 1 60192 - 466). All costs associated with these deposits will be borne by Wienerberger AG.


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


It should be explicitly noted that voting rights may also be exercised by authorized persons.

 

Agenda

 

1. Presentation of the approved annual financial statements for the financial year2008 and the Review of Operations for the Company, together with the Review of Operations for the Group, as well as the consolidated financial statements for the financial year 2008 and the Report of the Supervisory Board for the financial year 2008.

 

2. Resolution on the distribution of profits pursuant to the annual financial
statements for 2008.

 

3. Resolution on discharging the Managing Board and the Supervisory Board from liability for the business year 2008.

 

4. Election of the auditors for the business year 2009.

 

5. Elections to the Supervisory Board.

 

6. Resolution on an authorized capital and on the amendment of § 4 (3)
of the Articles of Association (Authorized Capital) as follows:


"(3) The Managing Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the company within five years from the date the amendment to the Articles of Association is registered in the Commercial Register – in multiple tranches, if required –, against cash or contributions in kind by up to EUR 41,973,844 through the issue of up to 41,973,844 new bearer or registered no par value shares and to determine the type of shares, the issue price and the issue conditions.

 

The statutory subscription rights can be granted to the shareholders in
such a way that the capital increase will be undertaken by a bank or a
consortium of banks with the obligation to offer the shareholders the
opportunity to participate in the capital increase in proportion to their
subscription rights (indirect subscription right). The Managing Board is
authorized, with the approval of the Supervisory Board, to exclude the
subscription rights of shareholders for fractional amounts which arise as
a consequence of subscription ratios.

 

The Supervisory Board is authorized to resolve on amendments to the
Articlesof Association resulting from the issueof shares under the
authorized capital."

 

7. Resolution on the revocation of the resolution under Item 6 of the Agenda, on an authorized capital and on the amendment of § 4 (3) of the Articles of Association (Authorized Capital) as follows:

 

"(3) The Managing Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the company within five years from the date the amendment to the Articles of Association is registered in the Commercial Register – in multiple tranches, if required – against cash and/or contributions in kind by up to EUR 41,973,844 through the issue of up to 41,973,844 new bearer or registered no par value shares and to determine the type of shares, the issue price and the issue conditions.

 

The statutory subscription rights can be granted to the shareholders in
such a way that the capital increase will be undertaken by a bank or a
consortium of banks with the obligation to offer the shareholders the
opportunity to participate in the capital increase in proportion to their
subscription rights (indirect subscription right). The Managing Board is
authorized, with the approval of the Supervisory Board, to exclude the
subscription rights of shareholders for fractional amounts which arise as a
consequence of subscription ratios.

 

In addition, the Managing Board is authorized, with the approval of the
Supervisory Board, to exclude subscription rights in relation to a capital
increase under the authorized capital (i) for contributions in kind against
shares to acquire companies, company units (Unternehmensteile) or
participations in companies and (ii) for multiple allotments in connection
with the placement of new shares by the Company (greenshoe).

 

The Supervisory Board is authorized to resolve on amendments to the
Articlesof Association resulting from the issue of shares under the authorized capital."

 

8. Resolution authorizing the Managing Board, with the approval of the
Supervisory Board, to issue convertible bonds, also in multiple tranches,
granting entitlement to subscription or conversion rights respectively
provide for an obligation to subscription or conversion for up to 41,973,844 shares of the Company. The Managing Board may allocate shares to bond holders under the conditional capital and/or own shares. The amount of capital issued and the issue conditions are to be determined by the Managing Board with the approval of the Supervisory Board. This authorization is valid until 13 May 2014.

 

In addition, the Managing Board is authorized, with the approval of the
Supervisory Board, to exclude subscription rights in relation to
convertible bonds, insofar as the Managing Board, following due care,
is of the opinion that the issue price of the convertible bonds at the time
of final resolution on the issue price is not less than their recognized
hypothetical market value as determined by recognized actuarial methods
and the conversion price respectively subscription price (issue price)
of the newly issued shares, to be determined on the basis of recognized
actuarial methods as well as the market price of the common stock in a
recognized pricing procedure, are not less than theaverage of the closing
priceof the shares of the Company of the Vienna Stock Exchange of the 20
trading days prior to the day of announcement of the issue of convertible
bonds.

 

The statutory subscription rights can be granted to the shareholders in such way that the issue of convertible bonds will be undertaken by a bank or a consortium of banks with the obligation to offer the shareholders the
opportunity to participate in the issue of convertible bonds in proportion to their subscription rights (indirect subscription right). The Managing Board is authorized, with the approval of the Supervisory Board, to exclude the subscription rights of shareholders for fractional amounts which arise as a consequence of subscription ratios.

 

9. Resolution on a conditional capital increase and the revision of § 4 of the Articles of Association (Registered Capital and Shares) in relation to the conditional increase of share capital. Following § 4 section (3) section (4) will be amended and section (5) [new] will be added:

 

"(4) The share capital of the Company shall be conditionally increased
pursuant to § 159 (2) no. 1 of the Austrian Stock Corporation Act, by up to
EUR 41,973,844 through the issuance of up to 41,973,844 new non-par
valuebearer shares which shall be allocated to the holders of
convertible bonds, which the Managing Board was authorized to issue by a resolution of this Annual General Meeting on 14 May 2009, insofar as the holders of the convertible bonds exercise their subscription or conversion rights for shares in the Company respectively those holders who are obliged to exercise their subscription or conversion right fulfill their obligation of subscription orconversion, and the Managing Board resolves to allocate new shares to theholders of convertible bonds. The issue price and the conversion ratio are to be determined on the basis of recognized actuarial methods in a recognized pricing procedure (Basis for Calculating the Issue Price). The issue price shall not be less than the pro rata amount of the share capital. The newly issued shares have full entitlement to dividends for the entire financial year in which they are issued. The Managing Board is authorized, with the approval of the Supervisory Board, to determine further details of the implementation of the conditional capital increase. The Supervisory Board is authorized to amend the current version of the Articles of Association in accordance with each respective issue of new shares. This applies accordingly when the authorization to issue convertible bonds is not exercised within the authorized period of time and/or the conditional increase of capital is not utilized after expiry of the periods for possibly granting conversion rights pursuant to the conditions of the convertible bonds.

 

(5) The total number of new shares currently or potentially to be issued to
allocate to the holders of convertible bonds and the number of shares
alreadyissued or to be issued under the authorized capital may not exceed 41,973,844 shares (amount-related determination of the authorizations according to § (3) and (4)), whereby the subscription or conversion rights of the holders of convertible bonds must be granted in any case."

 

10. Resolution authorizing the Managing Board, with the approval of the
Supervisory Board, to grant profit participation rights, in one or several
tranches, at a total nominal value of up to EUR 200,000,000 on the basis
of the issue of up to 200,000 profit participation rights and to determine
theconditions of the issue. This authorization is valid until 13 May 2014.

 

11. Resolution on amendments to §§ 10, 13 and 28 of the Articles of Association as follows:

 

§ 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 discharge for the third business year after the election, with the business year in which the Supervisory Board member was elected not being counted.

 

The resigning members may be re-elected immediately.

 

§ 10 (4) [Deletion of this section without replacement and corresponding
adjustment of the numbering of the other sections.]

 

§ 13 (2) [new] The Supervisory Board shall establish an Audit Committee in accordance with § 92 (4a) of the Austrian Stock Corporation Act.
[The present section 2 turns into section 3]

 

§ 28 [Deletion of this section including heading without replacement]

 

12. Resolution on amendment to § 25 of the Articles of Association as follows:

 

§ 25 (2) [new] The Annual General Meeting shall be authorized to resolve
on the distribution of shares of Wienerberger AG as dividend payable in
kind in addition to or instead of the distribution of cash.
[The present text turns into section 1]

 

The Report of the Managing Board on Items 6., 7., and 8. of the Agenda pursuant to § 153 (4) in connection with §§ 170 (2) and 174 (4) of the Austrian Stock Corporation Actis available for review by shareholders at the Company's registered office as well as on the Company's website at www.wienerberger.com for at least 14 days previous to the Annual General Meeting. Upon request a copy of the Reportwill be promptly distributed to each shareholder free of charge.

 

Pursuant to § 83 (2) no. 1 of the Austrian Stock Corporation Act, the Company announces that it has issued a total of 83,947,689 no-par bearer shares, each of which represents one vote. The Company holds 1,113,603 own shares. Taking into consideration the own shares held by the company, the number of voting rights amounts to 82,834,086.

 

The annual financial statements and the Review of Operations for the Company, together with the Review of Operations for the Group, as well as the consolidated financial statements and the report of the Supervisory Board, are available for review at the headquarters of the Company as well as on the Company’s website at www.wienerberger.com.

 

In accordance with § 82 para 4 of the Austrian Stock Corporation Act, the public may obtain copies of the Annual Report 2008 free of charge at the headquarters of the Company as well as from UniCredit Bank Austria AG, Vienna, and other Austrian banks. The Annual Report is also available on the Internet at 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 on May 14, 2009.

 

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

 

Contact details:

BROADRIDGE Investor Communication Solutions Inc., 51 Mercedes Way, Edgewood, NY 11717, USA, www.proxyedge.com

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 11, 2009 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.

 

Only the German version of the Agenda is legally binding.

 

Disclaimer

This is a working translation from the German language version. The Managing Board does not assume any responsibility for the accuracy of the translation

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