142nd Annual General Meeting

on Friday, May 13, 2011, at 10:00 am in Hall F – Yellow Level of the Austria Center Vienna, Bruno-Kreisky-Platz 1, 1220 Vienna

Austria Center Vienna

Agenda

 

1. Presentation of the approved Annual Financial Statements for the 2010 financial year and Review of Operations for the company, which was combined with the Review of Operations for the group, as well as the Corporate Governance Report, the Consolidated Financial Statements for the 2010 financial year and the Report of the Supervisory Board on the 2010 financial year

 

2. Resolution on the use of profit as shown in the Annual Financial Statements for 2010

 

3. Resolution on the release of the members of the Managing Board from liability for the 2010 financial year

 

4. Resolution on the release of the members of the Supervisory Board from liability for the 2010 financial year

 

5. Amendment of the Articles of Association (§ 15 – Remuneration of the
Supervisory Board)

 

6. Resolution on the remuneration of the members of the Supervisory Board

 

7. Elections to the Supervisory Board

 

8. Election of the auditor of the Annual Financial Statements and Consolidated Financial Statements for the 2011 financial year

 

Documents for the Annual General Meeting

 

The following documents will be available for review by shareholders no later than April 22, 2011 at the registered headquarters of the company in 1100 Vienna, Wienerberg City, Wienerbergstrasse 11, during normal business hours on Monday to Thursday between 9 am and 5 pm and on Friday between 9 am and 3 pm:

 

- Annual report for 2010, including the IFRS Consolidated Financial Statements for 2010 and the Review of Operations for the group, the Annual Financial Statements´for 2010 and the Review of Operations for the company, the Corporate Governance Report and the report of the Supervisory Board on the2010 financial year

 

- Proposed resolutions on points 2-8 of the agenda

 

- Comparative presentation of amendments to the Articles of Association regarding point 5 of the agenda

 

- Documents (CVs) regarding point 7 of the agenda

 

The above documents and the complete text of this invitation to the Annual General Meeting as well as a form for the granting and cancellation of a proxy in accordance with § 114 of the Austrian Stock Exchange Act will also be available by April 22, 2011 on the Internet under www.wienerberger.com and at the Annual General Meeting.

 

Proof of shareholding and participation in the Annual General Meeting

 

Eligibility to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights that apply to the Annual General Meeting are based on the shareholding at 12 pm Vienna Time on May 3, 2011 (Record Date).

 

A person is only eligible to participate in the Annual General Meeting, if he/she is a shareholder on this Record Date and proves this status to the company.

 

Bearer shares held in a depository

 

For bearer shares held in a depository, written depository confirmation as defined in §10a of the Austrian Stock Corporation Act is sufficient proof of the shareholding. This confirmation must be received by the company no later than 12 pm Vienna Time on May 10, 2011 at one of the following addresses:

 

By telefax: +43 (0)1 8900 500 53

 

By e-mail: anmeldung.wienerberger@hauptversammlung.at
(as scannedattachment: .tif, .pdf, etc.)

 

By mail: Wienerberger AG, Investor Relations, Attn.: Ms. Barbara Braunöck, Wienerberg City, Wienerbergstrasse 11, 1100 Vienna

 

Depository confirmations via SWIFT will not be accepted.

 

Bearer shares not held in a depository

 

For bearer shares not held in a depository, written confirmation by a notary public is sufficient proof of the shareholding. This confirmation must be received by the company at one the above-mentioned addresses no later than 12 pm Vienna Time on May 10, 2011. The requirements listed below apply analogously to the confirmation provided by a notary public (with the exception of the depository number).

 

Depository confirmation in accordance with §10a of the Austrian Stock Corporation Act

 

The depository confirmation must be issued in writing by the depository institution, which maintains its registered offices in a member state of the European Economic Community or in a full member state of the OECD, and must include the following information:

 

1. Information on the issuing institution: name/company name and address or acode commonly used in transactions between financial institutions (SWIFTcode);

 

2. Information on the shareholder: name/company name, address, date of birthfornatural persons or register and registration number for legal entities;

 

3. Information on the shares: number of shares held by the shareholder (ISINAT0000831706);

 

4. Depository number or other designation;

 

5. Record Date covered by the depository confirmation.

 

The depository confirmation to verify the shareholding must relate to the above Record Date (May 3, 2011, 12 pm Vienna Time).

 

Depository confirmations will only be accepted in German or English.

 

The filing of a depository confirmation for bearer shares held in a depository or the filing of written confirmation by a notary public for shares not held in a depository is also considered to represent valid registration for the Annual General Meeting. The rights of shareholders to dispose over their shares will not be blocked by this filing; shareholders therefore retain the right to freely dispose over their shares after registration.

 

Representation by proxy

 

Every shareholder who is entitled to participate in the Annual General Meeting also has the right to delegate a proxy, who will participate in the Annual General Meeting on behalf of the shareholder and exercise the same rights as the shareholder who he/she represents.

 

The proxy must designate a specific person (a natural person or legal entity) in writing, whereby more than one person may be authorized.

 

The proxy must be received by the company at one of the following addresses:

 

By telefax: +43 (0)1 8900 500 53

 

By e-mail: anmeldung.wienerberger@hauptversammlung.at
(as scannedattachment: .tif, .pdf, etc.)

 

By mail: Wienerberger AG, Investor Relations, Attn.: Ms. Barbara Braunöck, Wienerberg City, Wienerbergstrasse 11, 1100 Vienna

 

Personally: Upon registration at the venue for the Annual General Meeting

 

If the shareholder has given his/her depository institution a proxy, the institution may submit a statement together with the depository confirmation verifying the proxy.

 

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 May 12,2011.

 

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:

 

- Mr. Michael Knap, c/o IVA Interessenverband für Anleger, Feldmühlgasse 22/4,1130 Vienna, T: +43 664 2138740, michael.knap@iva.or.at;

 

- Mr. Markus Rohrer, c/o Notary Public Dr. Bernhard Kirchl, Gatterburggasse 10,1190 Vienna, T: +43 1 368 26 58, notar.kirchl@utanet.at;

 

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

 

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 possible due to the amendment of the Austrian Stock Corporation Act.

 

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 12 pm Vienna Time on April 22, 2011 at the following address: Wienerberger AG, Corporate Legal Services, Attn.: Mr. Bernd Braunstein, Wienerberg City, Wienerbergstrasse 11, 1100 Vienna. Each point submitted for the agenda in this manner must include a proposed resolution together with a statement of the reasons. For bearer shares held in a depository, 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 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 12 pm Vienna Time on May 4, 2011 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, 1100 Vienna. Any nomination for the election of a member of the Supervisory Board (point 7 of the agenda) 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. For bearer shares held in a depository, 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 §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 be issued at the same time (day, time). Further requirements for the depository confirmation are listed under the section on the right to participate in the Annual General Meeting.

 

For bearer shares that are not held in a depository, written confirmation by a notary public is sufficient; the above requirements for depository confirmation apply analogously.

 

Every shareholder may also submit a motion on any point of the agenda (with the exception of point 7 of the agenda – 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 a subsidiary and to the position of the company, 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 are available immediately on the company’s website under www.wienerberger.com.

 

Number of shares and voting rights

 

At the time the invitation to the Annual General Meeting was issued, the share capital of the company totaled EUR 117,526,764.-- and was divided into 117,526,764 bearer shares with no par value. Each share carries one voting right. The company and its subsidiaries held 113,603 shares as treasury stock as of the cut-off date on April 14, 2011. No rights accrue to the company from these shares. Therefore, the number of shares eligible for participation and voting equaled 117,413,161 at the time the invitation to the Annual General Meeting was issued.

 

We kindly ask you to plan your arrival in sufficient time to permit the registration of the expected large number of participants and to allow for the customary security checks. Please have valid official photo identification available.

 

Disclaimer

This is a working translation from the German language version and for convenience purposes only. In the event of conflict with the German language version, the German language version shall prevail.

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