Agenda
1. Presentation of the approved annual
financial statements for the 2009 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 2009
financial year and the report of the
Supervisory Board on the 2009 financial year
2. Resolution on the release of the members of the Managing Board from
liability for the 2009 financial year
3. Resolution on the release of the members of the Supervisory Board from
liability for the 2009 financial year
4. Election of the auditor of the annual financial statements and consolidated
financial statements for the 2010 financial year
5. Resolution on the authorization for the repurchase of the company’s shares
6. Resolution on the amendment of the Articles of Association, in particular to
meet changes in Austrian stock corporation law (“Aktienrechts-
Änderungsgesetz 2009”, AktRÄG 2009)
Documents for the Annual General Meeting
The following documents will be available for review by shareholders no later than April 29, 2010 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 2009, including the IFRS consolidated financial statements
for 2009 and the review of operations for the group, the annual financial
statements for 2009 and the review of operations for the company, the
corporate governance report and the report of the Supervisory Board
on the 2009 financial year
- Proposed resolutions on points 2-6 of the agenda
- Report of the Managing Board on point 5 of the agenda
- Comparative presentation of amendments to the Articles of Association
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 29, 2010 on the Internet under www.wienerberger.com and at the Annual General Meeting.
Proof of shareholding and participation in the Annual General Meeting
As a result of changes to the Austrian Stock Corporation Act based on recent amendments to Austrian stock corporation law (“AktRÄG 2009“), the provisions of the Articles of Association on the invitation to the Annual General Meeting, the deposit of shares for and participation and voting rights in the Annual General Meeting do not apply.
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 CET on May 10, 2010 (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 May 17, 2010 at one of the following addresses:
By telefax: +43 (0)1 8900 500 53
By e-mail: anmeldung.wienerberger@hauptversammlung.at (depository confirmation as .pdf attachment)
By mail: Wienerberger AG, Investor Relations, Attn.: Ms. Barbara Braunöck, Wienerberg City, Wienerbergstrasse 11, 1100 Vienna, Austria
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 an Austrian 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 May 17, 2010. 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 a
code commonly used in transactions between financial institutions
(SWIFT code);
2. Information on the shareholder: name/company name, address, date of birth
for natural persons or register and registration number for legal entities;
3. Information on the shares: number of shares held by the shareholder (ISIN
AT0000831706);
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 for the proof of shareholding (May 10, 2010, 12 pm CET).
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 an Austrian 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 (proxy attached in text form)
By mail: Wienerberger AG, Investor Relations, Attn.: Ms. Barbara Braunöck, Wienerberg City, Wienerbergstrasse 11, 1100 Vienna, Austria
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 CET on May 19, 2010.
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:
- Michael Knap, c/o Interessenverband für Anleger (IVA), Feldmühlgasse 22/4, 1130 Vienna, T: +43 664 2138740, michael.knap@iva.or.at;
- 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“ 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 April 29, 2010 at the following address: Wienerberger AG, General Secretary, 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 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 submitted to 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 May 10, 2010 either by telefax to +43 (0)1 8900 500 53 or by mail to Wienerberger AG, General Secretary, Attn.: Mr. Bernd Braunstein, Wienerberg City, Wienerbergstrasse 11, 1100 Vienna. 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 depository confirmation as described § 10a of the Austrian Stock Corporation Act; this confirmation may not be older than seven days when it is submitted to 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 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.
Furthermore, every shareholder can file a proposed resolution on every point of the agenda at the Annual General Meeting. These proposed resolutions 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 1,113,603 shares as treasury stock as of the cut-off date on April 21, 2010. No rights accrue to the company from these shares. Therefore, the number of shares eligible for participation and voting equaled 116,413,161 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 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.
