Transaction in Own Shares • Nov 17, 2010
Transaction in Own Shares
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Wienerberger AG
with its registered seat in Vienna
The Annual General Meeting held on May 20, 2010 passed a resolution authorizing the Managing Board of Wienerberger AG to sell or dispose of treasury shares in another manner than over the stock exchange or by means of a public offering. In accordance with this resolution of the Annual General Meeting, the Managing Board passed a resolution on October 21, 2010, subject to the formal approval by the Supervisory Board, calling for the sale of part of the Company's shares currently held as treasury shares, namely 1,000,000 (one million) shares, and to use them as partial return compensation for the acquisition of the remaining 25% stake in Semmelrock International GmbH (hereafter "Semmelrock"). The reference to the relevant Report of the Managing Board, which is available for inspection free of charge at the registered office of the Company or can be viewed on the Website of the Company at www.wienerberger.com, was published in the Official Gazette of the Wiener Zeitung on October 29, 2010. Based on a resolution passed on November 15, 2010, the Supervisory Board of the Company formally approved the acquisition of the 25% stake in Semmelrock and the related sale of treasury shares. By way of the current announcement, the resolution of the Managing Board is publicized and the planned transfer of the treasury shares is hereby made known:
determined; in determining the purchase price component for the acquisition of a 25% stake in Semmelrock, the Managing Board of the Company based its calculations on a share price for the Wienerberger share of EUR 15.50, although the market price was approximately EUR 10.50 at the time of the contract negotiations. For this reason, plans call for a compensation payment to the sellers of the 25% stake in Semmelrock at an amount equaling the difference between EUR 15.50 and the average price of the Wienerberger share during the period July 1, 2012 to December 31, 2012. However, this compensation payment shall not exceed EUR 5,-- per share for the Wienerberger shares still held in custody by the sellers of the 25% stake in Semmelrock as at December 31, 2012.
The Company will publish details of the transactions carried out on this basis on the Company's Website at www.wienerberger.com (§ 5 (4) Austrian Publication Regulation 2002).
Vienna, November 17, 2010
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