151th Annual General Meeting
took place virtually on Tuesday, May 5, 2020, at 10:00 am.
General Information on this year's Annual General Meeting
The past weeks have been dominated by the global COVID-19 pandemic and posed numerous challenges for all of us. One of the challenges Wienerberger AG is facing is the holding and/or conduct of its 151st Annual General Meeting because the currently applicable government measures taken to prevent the spread of Covid-19 impose a ban to enter public places as well as a ban on public assemblies. At present we cannot foresee whether the ban to enter public places and the ban on public assemblies will still be in force on May 5, 2020. Based on media coverage, we expect that by then the measures will not have been relaxed to an extent which allows holding such meeting.
Despite these rigorous, yet understandable government measures, we stand for stability and continuity and we are using all our efforts to hold the Annual General Meeting on May 5, 2020, albeit under changed overall conditions. As a consequence, this year's Annual General Meeting will be held as a virtual meeting in compliance with statutory and government requirements which are currently applicable and/or being developed.
In this context, Wienerberger AG ensures compliance with and/or implementation of all requirements, recommendations and procedures to be observed for conducting a virtual Annual General Meeting.
- Presentation of the adopted 2019 Annual Financial Statements and the Management Report of Wienerberger AG for the financial year 2019 as well as the remuneration policy for the Managing Board and the Supervisory Board, the Consolidated Financial Statements and the Group Management Report, the Corporate Governance Report, the non-financial report and the report by the Supervisory Board on the financial year 2019
- Resolution on the use of net profits shown in the 2019 Annual Financial Statements
- Discharge of the Managing Board members for the financial year 2019
- Discharge of the Supervisory Board members for the financial year 2019
- Election of the auditors of the Annual Financial Statements and Consolidated Financial Statements for the financial year 2020
- Resolution on the remuneration policy for the Managing Board
- Resolution on the remuneration policy for the Supervisory Board and fixing of the Supervisory Board members' remunerations
- Authorization to repurchase own shares involving reverse exclusion of subscription rights
- Resolution on the disposal of own shares, excluding subscription rights
- Amendment to the Articles of Association
The Managing Board calls this Annual General Meeting as a "virtual Annual General Meeting". This means that by May 5, 2020 the conditions will be created that allow shareholders to follow the Annual General Meeting from any place by means of an acoustic and optical connection in real time. Wienerberger AG will enable every attendee to express themselves, if necessary, and to participate in voting in a form to be announced.
On Tuesday, April 14, 2020 at the latest, the Managing Board will disclose at www.wienerberger.com which organizational and technical requirements need to be met to participate in the 151st Annual General Meeting as a virtual Annual General Meeting.
Motions may be made, votes may be cast and any objection may be raised at the virtual Annual General Meeting only through one of the following proxies to be chosen by shareholders:
- Dr. Michael Knap, c/o IVA Interessenverband für Anleger, Feldmühlgasse 22/4, A-1130 Vienna,
T: +43 (0)664 213 87 40, email@example.com;
- Oberhammer Rechtsanwälte GmbH, Karlsplatz 3/1, A-1010 Vienna,
T: + 43 1 5033000, firstname.lastname@example.org;
- Dr. Paul Fussenegger, Attorney-at-Law, Rotenturmstraße 12/6, A-1010 Vienna
T: + 43 1 2351001, email@example.com
- Tobias Linzer, Notary Public, Mariahilfer Straße 103, A-1060 Vienna;
T: +43 1 3889966, firstname.lastname@example.org
The proxy forms to be used for these proxies are available on the Company's website at www.wienerberger.com. In addition, shareholders may directly get in touch with the proxies at the above contact details.
- BROADRIDGE Investor Communication Solutions Inc., 51 Mercedes Way, Edgewood, NY 11717, USA, www.proxyedge.com
Information on the organizational and technical requirements for attending the 151st annual general meeting
The convocation of the 151st Annual General Meeting of Wienerberger AG to be held on Tuesday, May 5, 2020, at 10:00 a.m. was notified through publication in the Official Journal of Wiener Zeitung on April 2, 2020.
Meeting to be conducted as a virtual Annual General Meeting
The 151st Annual General Meeting of Wienerberger AG on May 5, 2020 will be held as a "virtual general meeting" in accordance with the COVID-19-act and the regulation issued by the Federal Minister of Justice based on this law (BGBl II 140/2020).
This means that the shareholders will not be able to be physically present at the 151st Annual General Meeting of Wienerberger AG on May 5, 2020, in order not to endanger the health of the participants.
Webcast of the Annual General Meeting
For the purpose of real-time participation, the virtual 151st Annual General Meeting will be webcast in its entirety so that it can be followed by all shareholders of the Company on May 5, 2020, starting at about 10:00 a.m., on the Internet at https://www.wienerberger.com/en/investors/annual-general-meeting.html. One-way transmission of sound and images in real time will allow all shareholders to follow the Annual General Meeting, including the presentation by the Managing Board and the replies to questions asked by shareholders, as well as the adoption of resolutions.
The technical prerequisites on the part of the shareholders include sufficiently strong Internet access and Internet connection and an Internet-enabled device capable of transmitting sound and images via an Internet browser (e.g. PC with monitor and loudspeaker, notebook, tablet, smartphone, and the like). Registration or log-in is not required.
At this virtual 151st Annual General Meeting of Wienerberger AG on May 5, 2020, voting and, where appropriate, asking questions, introducing motions, or raising challenges will be possible only through one of the special proxies named below, who are independent of the Company and whose costs will be borne by the Company. These special proxies are:
(i) Dr. Michael Knap, c/o IVA Interessenverband für Anleger
Contact: Feldmühlgasse 22/4, A-1130 Vienna, T: +43 664 213 87 40 email@example.com
(ii) Ewald Oberhammer, Attorney-at-Law at Oberhammer Rechtsanwälte GmbH
Contact: Karlsplatz 3/1, A-1010 Vienna, T: +43 1 5033000, firstname.lastname@example.org
(iii) Dr. Paul Fussenegger, Attorney-at-Law
Contact: Rotenturmstraße 12/6, A-1010 Vienna, T: +43 1 2351001 email@example.com
(iv) Tobias Linzer, Notary Public
Contact: Mariahilfer Straße 103, A-1060 Vienna; T: +43 1 3889966 firstname.lastname@example.org
The proxy forms for these special proxies, use of which is mandatory, can be downloaded from the Company’s website at https://www.wienerberger.com/en/investors/annual-general-meeting.html as well as a form for the revocation of proxies, if required. It is also possible to contact the special proxies directly at the contact data indicated above; shareholders wishing to give their proxies special instructions should do so in due time.
Please bear in mind that, as stated in the original convocation, a deposit certificate pursuant to sect. 10a of the Stock Corporation Act is required for your shares to be duly registered for the Annual General Meeting. The deposit certificate must be received by the Company not later than April 29, 2020. (For details, please refer to the convocation, which can be downloaded from the Company’s website as specified above). The shareholder data indicated on the deposit certificate must be identical with those on the proxy form, as otherwise the proxy will be invalid.
Please transmit the proxy form, completed and signed by you, in time for it to be received at any of the communication channels indicated below not later than May 3, 2020, 12:00 noon (CEST), Vienna time:
by post to: Wienerberger AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, A-8242 St.
by fax to: +43 1 8900 500 53
by email to:
for Dr. Knap: email@example.com
for Mr. Oberhammer: firstname.lastname@example.org
for Dr. Fussenegger: email@example.com
for Mr. Linzer: firstname.lastname@example.org
Shareholders’ right to request information
To ensure an orderly conduct of the virtual 151st Annual General Meeting, the shareholders are requested to transmit all questions arising prior to the virtual 151st Annual General Meeting by email to the email address of their proxies, as indicated above, which is also used for transmission of the proxy form, in time for the questions to be received by the respective special proxy not later than on the second working day before the virtual 151st Annual General Meeting, on Thursday, April 30, 2020.
For the verification of your identity as a shareholder, you have to indicate the email address you will be using for the transmission of your questions in the corresponding field of the proxy form sent to your proxy. Moreover, you have to confirm with your signature that you are the only person having access to this email address.
To send in your questions by email, you can either use the question form provided on the website of the Company or (if you are using the confirmed email address) send a simple email terminated with your name. Should any doubt regarding the identity of a participant arise during the virtual 151st Annual General Meeting, Wienerberger AG reserves the right to check the participant’s identity by appropriate means.
Shareholders’ rights during the Annual General Meeting
Every shareholder can also ask questions, introduce motions or raise challenges by addressing them to his/her special proxy authorized by the respective shareholder by way of a simple email (sent from the aforementioned confirmed email address) to the email address of the respective special proxy (see “Shareholders’ right to request information”), subject to the following conditions: Additional questions and motions must be received by the special proxy by the beginning of the general debate, i.e. after the agenda items have been read out. At the virtual 151st Annual General Meeting, the end of the presentation of the agenda items and the possibility to ask additional questions will be announced by the Chairman. Starting from this announcement, participants will have fifteen minutes to transmit their additional questions and motions to (be received by) the special proxy, who will present them in the course of the general debate. After all additional questions have been answered and the respective announcement has been made by the Chairman, the participants have another five minutes to transmit requests for clarification of the answers to (be received by) the special proxy. After the end of the second round of questions, the Chairman declares the general debate closed. Wienerberger AG exclusively assumes responsibility for the use of technical means of communication in the context of the virtual 151st Annual General Meeting that are within the remit of the Company.
For technical and organizational support in the run-up to and during the Annual General Meeting, please contact our hotline at: +43 664 8283139, available starting from Thursday, April16, 2020: Monday-Friday 08:00-18:00 CET
The following documents will be available for review by shareholders no later than Tuesday April 14, 2020 at the registered headquarters of the company in A-1100 Vienna, Wienerbergerplatz 1, during regular business hours from Monday to Thursday between 8:00 am and 4:00 pm and on Friday between 8:00 am and 2:00 pm:
- Annual Report for 2019, including the IFRS Consolidated Financial Statements and Group Management Report, the Corporate Governance Report, the non-financial report and the report by the Supervisory Board on the 2019 financial year
- Annual Financial Report 2019 of Wienerberger AG including Annual Financial Statements and Management Report
- Proposed resolutions and/or reports on points 2 – 10 of the agenda
- Remuneration policy for the Managing Board and the Supervisory Board
The above documents and the complete text of this invitation to the Annual General Meeting as well as the forms to be used for the granting and cancellation of a proxy in accordance with § 114 of the Austrian Stock Corporation Act will also be available on Tuesday, April 14, 2020 at the latest on the Internet under www.wienerberger.com.
In view of the current coronavirus crisis, please refrain from visiting our business premises.
Eligibility to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights that apply to the Annual General Meeting will be based on the shareholding on Saturday, April 25, 2020 midnight Vienna time (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.
A depository confirmation as defined in § 10a of the Austrian Stock Corporation Act or § 18 of the Articles of Association, respectively, is considered to be sufficient proof of the shareholding. This confirmation must be received by the company no later than Wednesday, April 29, 2020, midnight Vienna time exclusively at one of the following addresses:
- By mail: Wienerberger AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60,A-8242 St. Lorenzen/Wechsel
- Via SWIFT: GIBAATWGGMS - Message Type MT598 or Type 599; please indicate in the wording ISIN AT0000831706.
- By e-mail: email@example.com (depository confirmation as PDF-attachment)
- By telefax: +43 (0)1 8900 500 53
The depository confirmation must be issued by a depository institution that maintains its registered offices in a member state of the European Economic Area 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 (ISIN AT0000831706) held by the shareholder;
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 (Saturday, April 25, 2020, midnight Vienna time).
Depository confirmations will only be accepted in German or English language.
The filing of a depository confirmation 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.
Every shareholder who is entitled to participate in the Annual General Meeting 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 151st Annual General Meeting 2020 requires that every shareholder or his/her authorized representative uses one of the proxies listed above to make a motion, cast a vote and raise an objection at the virtual Annual General Meeting.
The instrument of proxy must be issued in text form.
The instrument of proxy must be received by the company exclusively at one of the following addresses:
By telefax: +43 (0)1 8900 500 53
By e-mail: firstname.lastname@example.org (as scanned attachment: .tif, .pdf, etc.)
By mail: Wienerberger AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, A-8242 St. Lorenzen/Wechsel
Via SWIFT: GIBAATWGGMS - Message Type MT598 or Type 599; please indicate in the wording ISIN AT0000831706.
Personally: Upon registration at the venue for the Annual General Meeting
If the shareholder has designated his/her depository institution as the proxy, the institution may verify this proxy by submitting a statement together with the depository confirmation.
Sample 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.
The proxy must be received by the company no later than 4 pm Vienna time on Monday, May 4, 2020.
The above rules for granting a proxy apply analogously to the cancellation of a proxy.
The 2020 Annual General Meeting requires that shareholders as well as their authorized representatives (this also applies to authorized depository institutions) use one of the above natural and/or legal persons as independent proxies for the exercise of voting rights at the Annual General Meeting in accordance with instructions.
If a proxy is granted to the independent proxies listed above, 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 not permissible.
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 midnight Vienna time on Tuesday, April 14, 2020 exclusively at the following address: Wienerberger AG, Corporate Secretary, Attn.: Mr. Bernd Braunstein, Wienerbergerplatz 1, A-1100 Vienna. Each point submitted for the agenda in this manner must include a proposed resolution together with a statement of the reasons. 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 at least 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 midnight Vienna time on Thursday, April 23, 2020 either by telefax to +43 (0)1 8900 500 53 or by mail to Wienerberger AG, Corporate Secretary, Attn.: Mr. Bernd Braunstein, Wienerbergerplatz 1, A-1100 Vienna. Any nomination for the election of a member of the Supervisory Board 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. 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 in § 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 refer to the same point in time (date, time). Further requirements for the depository confirmation are listed under the section on the right to participate in the Annual General Meeting.
Every shareholder may also submit a motion on any point of the agenda (with the exception of elections to the Supervisory Board) directly at the Annual General Meeting; these motions do not require prior announcement (§ 119 AktG).
In the event that the agenda is supplemented by the agenda item "Elections to the Supervisory Board" at the request of the shareholders as per § 109 AktG, the company provides the following information on this and on the possible submission of a corresponding election proposal by shareholders pursuant to § 110 AktG:
The Supervisory Board of Wienerberger AG currently comprises eight members elected by the Annual General Meeting (capital representatives) and three members delegated by the Works Council pursuant to § 110 of the Austrian Labor Relations Act. Five of the eight capital representatives are men and three are women; two of the three employee representatives are men and one is a woman. Thus, the Supervisory Board currently consists of seven men and four women and complies with the minimum quota of men and women required by § 86 (7) of the Stock Corporation Act.
The company states that objections pursuant to § 86 (9) of the Stock Corporation Act were raised neither by the majority of capital representatives nor by the majority of employee representatives. Hence, the minimum quota of men and women required by § 86 (7) of the Stock Corporation Act is met not separately, but collectively by the entire Supervisory Board.
Unless under this possible item of the Agenda (“Elections to the Supervisory Board”) the number of Supervisory Board members is increased within the framework of the Articles of Association, any shareholder proposing candidates for election has to bear in mind that, in the event of election of the candidates proposed, at least three of eleven Supervisory Board members must be women. If there is an increase to a maximum of 14 members, the required proportion of women increases to four.
Upon 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 affiliated entities and to the operations of the group, 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 is now available on the company’s website under www.wienerberger.com.
For the purposes of the Annual General Meeting, Wienerberger AG processes the shareholders’ personal data (in particular data pursuant to Sec. 10a (2) of the Stock Corporation Act, i.e. name, address, date of birth, number of the securities deposit account, number of shares held by the shareholder, type of shares, where applicable, number of the voting card and, where applicable, the name and date of birth of the proxy-holder(s)) on the basis of the data protection provisions in effect, especially the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (Datenschutzgesetz – DSG), in order to enable the shareholders to exercise their voting rights within the framework of the Annual General Meeting. You cannot register for the Annual General Meeting without disclosing your personal data.
Pursuant to Sec. 104 (1) of the Stock Corporation Act, Wienerberger AG is obliged by law to convene an ordinary General Meeting once a year. To comply with this legal obligation, the processing of the shareholders’ personal data is indispensable for the participation of shareholders and their proxy-holders in the Annual General Meeting. Article 6 (1) c) of the GDPR, according to which data can be lawfully processed if processing is necessary for compliance with a legal obligation to which the controller is subject, constitutes the legal basis for the processing of shareholders’ data.
Wienerberger AG is the controller responsible for the processing of personal data. For the purpose of organizing the Annual General Meeting, Wienerberger AG uses the services of external service providers, such as public notaries, lawyers, banks and IT providers. These exclusively receive from Wienerberger AG such personal data as required for the performance of the contractually agreed services and process such data exclusively in accordance with instructions received from Wienerberger AG. As far as required by law, Wienerberger AG has concluded data privacy agreements with these service providers. Personal data are not disclosed to third parties for any other purposes.
When a shareholder participates in the Annual General Meeting, all other shareholders present and/or represented, the members of the Managing Board and the Supervisory Board, the public notary and all other persons entitled to participate in the Annual General Meeting have the right to view the legally required list of attendance (Sec. 117 of the Stock Corporation Act) and thus view the personal data specified therein (such as name, place of residence, shareholding). Moreover, Wienerberger AG is obliged by law to submit personal shareholder data (in particular the list of attendance) as part of the minutes prepared by the public notary to the Companies Register (Sec. 120 of the Stock Corporation Act).
The aforementioned data are deleted two years after the end of the Annual General Meeting, unless further processing of the data is necessary for actions concerning motions, decisions or legal proceedings relating to the Annual General Meeting. You have the right to demand to be informed free of charge of your personal data stored by us. Moreover, you have the right to demand rectification of inaccurate data, the right to demand restriction of processing of data stored in excess of what is required, and the right to demand erasure of personal data unlawfully processed and/or stored for too long a period of time (unless preservation of the data is required by law or other reasons specified in Art. 17 (3) of the GDPR apply). Moreover, you have the right to receive all data provided to us in a commonly used data format (right to data portability). To exercise your rights, all you need to do is send an email to email@example.com. Moreover, you have the right to lodge a complaint with a supervisory authority.
At the time the invitation to the Annual General Meeting was issued, the share capital of the company totaled EUR 115,187,982.- and was divided into 115,187,982 bearer shares with no par value. Each share carries one voting right. The company and its subsidiaries hold 1,901,964 shares as treasury stock as of the cut-off date on Monday, March 30, 2020. No rights accrue to the company from these shares. Therefore, the number of shares eligible for participation and voting equaled 113,286,018 at the time the invitation to the Annual General Meeting was issued. The number of treasury shares as well as the total number of shares entitled to participate and vote may change until the time of the Annual General Meeting. The company will report on any such change in accordance with § 120 Abs. 2 Z 1 BörseG.
On Tuesday, April 14, 2020 at the latest, the Managing Board will disclose at www.wienerberger.com details about how to access the virtual Annual General Meeting and to identify oneself online to participate in the virtual meeting.