power of attorney. The power of attorney may not be submitted by a shareholder in person at the venue of the meeting. Any details on how to grant a power of attorney are set out in the proxy form provided on the company's website at www.wienerberger.com [http://www.wienerberger.com] and in the notice of information concerning the organizational and technical requirements for participation. The above provisions apply mutatis mutandis to any revocation of the power of attorney. Documents for the Annual General Meeting Pursuant to Section 108 (3) and (4) of the Stock Corporation Act, the following documents will be available on the company's website at www.wienerberger.com [http://www.wienerberger.com] registered in the commercial register not later than on Tuesday, April 13, 2021: * Information concerning the organizational and technical requirements for participating in the virtual Annual General Meeting pursuant to Section 3 (3) in conjunction with Section 2 (4) of the COVID-19 Ordinance * The documents referred to in item 1 of the agenda * Proposed resolutions on items 2 - 7 of the agenda * 2020 remuneration report * Statements by the candidates in respect of item 6 ("Elections to the Supervisory Board") pursuant to Section 87 (2) of the Stock Corporation Act, including CVs * Forms for granting and revoking a power of attorney issued to the special proxies pursuant to Section 3 (4) of the COVID-19 Regulation * Form for questions * All other publications made by the company in relation to this Annual General Meeting Record Date and participation in the Annual General Meeting Eligibility to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights to be asserted at the Annual General Meeting subject to the COVID-19 Ordinance is based on the shares held on Saturday, April 24, 2021, midnight Vienna time (Record Date). Subject to the COVID-19 Act and the COVID-19 Ordinance, a person may only participate and exercise shareholder rights in this virtual Annual General Meeting if the person is a shareholder on the Record Date and submits related documentary evidence to the company. A depository confirmation as defined in Section 10a of the Stock Corporation Act and/or Section 18 of the Articles of Association constitutes sufficient proof of the shares held on the Record Date and must to be received by the company not later than on Thursday, April 29, 2021, midnight Vienna time, exclusively by one of the following means of communication: By mail or courier: Wienerberger AG c/o HV-Veranstaltungsservice GmbH Köppel 60, A-8242 St. Lorenzen/Wechsel By SWIFT: GIBAATWGGMS - Message Type MT598 and/or Type 599; please indicate ISIN AT0000831706 in the text By e-mail: anmeldung.wienerberger@hauptversammlung.at (Depository confirmation as PDF-attachment) By facsimile: +43 (0)1 8900 500 53 Please note that no special proxy can be validly appointed and shareholders cannot validly exercise their rights to obtain information, unless the depository confirmation is received in due time. Depository confirmation pursuant to Section 10a of the Stock Corporation Act The depository confirmation must be issued by the custodian bank having its registered office 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 issuer: name/company name and address or a code commonly used in transactions between banks (SWIFT code); 2. Information on the shareholder: name/company name, address, date of birth of natural persons; register and registration number of legal entities, if applicable; 3. Securities account number or other designation; 4. Information on the shares: number of shares (ISIN AT0000831706) held by the shareholder; 5. Date to which the depository confirmation is related. The depository confirmation which is to prove a shareholder's holding must relate to the above Record Date (Saturday, April 24, 2021, midnight Vienna time). The depository confirmation must be provided in German or English. Provision of the depository confirmation is deemed registration for the Annual General Meeting. The Record Date does not affect the alienability of shares or the entitlement to receive dividends. Shareholders' rights under Sections 109, 110, 118 and 119 of the Stock Corporation Act Shareholders who collectively hold 5% of the share capital and have held such shares for at least three months prior to filing their motion can request the inclusion and announcement of additional items on the agenda of this Annual General Meeting, provided that such request is received by the company in writing (with the signatures of all shareholders filing the motion) not later than on Tuesday, April 13, 2021, midnight Vienna time, exclusively at the following address: Wienerberger AG, Corporate Secretary, Attn.: Mr. Bernd Braunstein, Wienerbergerplatz 1, A-1100 Vienna. Every item on the agenda so requested must be accompanied by a proposed resolution, including reasons. To prove a shareholder's capacity, it suffices to submit a depository confirmation as described in Section 10a of the Stock Corporation Act which states that the shareholders filing the motion have held the shares for at least three months before the motion is filed and may not be older than seven days when received by the company. For further requirements concerning the depository confirmation, please refer to the section concerning the right to participate in the Annual General Meeting. Shareholders who collectively hold at least 1% of the share capital can submit proposed resolutions, including reasons, in respect of every item on the agenda and request that these proposals, including reasons, and a statement, if any, by the Managing Board or the Supervisory Board be published on the company's website, provided that such request is received by the company in writing not later than on Friday, April 23, 2021, midnight Vienna time, either by facsimile at +43 (0)1 8900 500 53 or by mail at Wienerberger AG, Corporate Secretary, Attn.: Mr. Bernd Braunstein, Wienerbergerplatz 1, A-1100 Vienna. Any proposal for the election of a member of the Supervisory Board must include the professional qualifications of the person nominated, his/her professional or comparable functions as well as all circumstances that could give rise to concern over bias. To prove a shareholder's holding in order to exercise this shareholder right, it suffices to submit a depository confirmation as described in Section 10a of the Stock Corporation Act which may not be older than seven days when provided to the company. Multiple depository confirmations of shares which only together represent the 1% threshold must refer to the same point in time (date, time). For further requirements concerning the depository confirmation, please refer to the section concerning the right to participate in the Annual General Meeting. Subject to the COVID-19 Ordinance, at the virtual Annual General Meeting every shareholder may file motions in respect of every item on the agenda (with the exception of elections to the Supervisory Board) through his/her special proxy, such motions not requiring prior announcement (Section 119 Stock Corporation Act). As regards item 6 "Elections to the Supervisory Board" and a related proposal, if any, by shareholders pursuant to Section 110 of the Stock Corporation Act, the company provides the following information and asks to consider the related comments by the Supervisory Board in the proposed resolutions: In view of the current number of Supervisory Board members, at least three members must be women and three members must be men in order to comply with the minimum share of men and women required under Section 86 (7) of the Stock Corporation Act. The Supervisory Board of Wienerberger AG currently consists of six members elected by the Annual General Meeting (capital representatives) and three members delegated by the Works Council pursuant to Section 110 of the Labor Relations Act. Four of the six capital representatives are men and two are women; two of the three employee representatives are men and one is a woman. The Supervisory Board therefore currently consists of six men and three women and thus complies with the minimum share of men and women under Section 86 (7) of the Stock Corporation Act. Please note that neither the majority of capital representatives nor the majority of employee representatives have raised an objection pursuant to Section 86 (9) of the Stock Corporation Act which means that the minimum share of men and women required under Section 86 (7) of the Stock Corporation Act is met not separately, but collectively by the entire Supervisory Board. If in respect of item 6 "Elections to the Supervisory Board" the number of Supervisory Board members is increased within the scope of the Articles of Association, shareholders proposing candidates for election have to bear in mind that any proposal complies with Section 86 (7) of the Stock Corporation Act and the minimum share of men and women as mentioned above, respectively. Section 118 of the Stock Corporation Act provides that upon request, every shareholder must be provided with information concerning the company's affairs at the Annual General Meeting, where such information is necessary to properly evaluate an item on the agenda. This right to receive information also covers the company's legal and business relations to an affiliated company and the group's state of affairs as well as the companies included in the consolidated financial statements. Please note that the right to receive information may be exercised by shareholders at the virtual Annual General Meeting by sending questions and/or related statements solely by email at fragen.wienerberger@hauptversammlung.at [fragen.wienerberger@hauptversammlung.at]. Please use the related form for
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