Resolutions passed by the 140th Annual General Meeting of Wienerberger AG

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The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- -------------- The 140th Annual General Meeting of Wienerberger AG on May 14, 2009 passed the following resolutions: * No payment of dividend * Release of the Managing Board and Supervisory Board from liability * Election of KPMG as auditor for the 2009 business year * Reelection of Kadrnoska and Johnson to the Supervisory Board * Resolution on authorized capital with the possibility of excluding subscription rights in case of a contribution in-kind or in case of an over allotment option (greenshoe) * Resolution on the authorization to issue convertible bonds * Conditional capital for handling convertible bonds * Resolution on the authorization to issue profit participation rights * Amendment to §§ 10, 13 and 28 of the Articles of Association * Amendment to § 25 of the Articles of Association Detailed information on the resolutions is provided in the following: No dividend for 2008 TOP 2: Recommendation for the distribution of profits No distribution of a dividend for the financial year 2008 on the issued capital of EUR 83,947,689 and the full carryforward of the 2008 net profit totaling EUR 71,880,907.16. Release from liability TOP 3: Release of the Managing Board and Supervisory Board from liability The members of the Managing Board and Supervisory Board were released from liability for their activities during the 2008 Business Year. Appointment of auditor TOP 4: Election of the auditor KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna, was elected auditor of the financial statements for the 2009 Business Year. Kadrnoska and Johnson reelected to Supervisory Board TOP 5: Election to the Supervisory Board Friedrich Kadrnoska and Peter Johnson were reelected as members of the Supervisory Board. Their term of office was extended until the Annual General Meeting 2013. Authorized capital with possibility to exclude subscription rights in case of contribution in-kind or greenshoe TOP 7: Resolution on authorized capital with the possibility of excluding subscription rights in case of a contribution in-kind or in case of an over allotment option (greenshoe) The Annual General Meeting has approved on an authorized capital within the statutory limit of up to 50% of share capital. This is an authorization for the undertaking of a normal capital increase against cash or contribution in-kind. As in the past, the Managing Board will be authorized to increase the Company's share capital against cash or contribution in-kind during a period of five years (valid until 13 May 2014) with Supervisory Board approval. The share capital can be increased by a maximum of ¤ 41,973,844 by issuing up to 41,973,844 new no-par value ordinary bearer or registered shares. The capital increase may be performed in more than one tranche if necessary. The type of shares, the issue price and the issue terms will be set by the Managing Board, with Supervisory Board approval. In general statutory shareholder subscription rights will be observed. In addition, the Managing Board is authorized, with the approval of the Supervisory Board, to exclude subscription rights in relation to a capital increase under the authorized capital for contributions in kind against shares to acquire companies, company units (Unternehmensteile) or participations in companies and for multiple allotments in connection with the placement of new shares by the Company (greenshoe). Authorization to issue convertible bonds TOP 8: Resolution on the authorization to issue convertible bonds The Annual General Meeting has authorized the Managing Board, with the approval of the Supervisory Board, to issue convertible bonds, also in multiple tranches, granting entitlement to subscription or conversion rights respectively provide for an obligation to subscription or conversion for up to 41,973,844 shares or 50% of share capital of the Company. The Managing Board may allocate shares to bond holders under the conditional capital and/or own shares. The amount of capital issued and the issue conditions are to be determined by the Managing Board with the approval of the Supervisory Board. This authorization is valid until 13 May 2014. The Managing Board is authorized, with the approval of the Supervisory Board, to exclude the subscription rights of shareholders for fractional amounts which arise as a consequence of subscription ratios. Approval on conditional capital for handling convertible bonds TOP 9: Conditional capital for handling convertible bonds The Annual General Meeting has authorized the Managing Board to issue a conditional capital increase for the purpose of issuing new shares to convertible bond holders. The share capital can be increased by a maximum of ¤ 41,973,844 by issuing up to 41,973,844 new no-par value ordinary bearer or registered shares. This increase in share capital may only be performed to the extent that convertible bond holders exercise their subscription or conversion rights for shares of the Company, and the Managing Board decides to use new shares to satisfy the resulting delivery obligation. Treasury shares could also be used to satisfy the delivery obligation to convertible bond holders. TOP 9 is required in connection with the authorization to issue convertible bonds according to TOP 8. All capital measures are limited to a total issue of no more than 41,973,844 new shares (50% of the current share capital). Approval to issue profit participation rights TOP 10: Profit participation rights The Annual General Meeting has authorized the Managing Board, with the approval of the Supervisory Board, to grant profit participation rights, in one or several tranches, at a total nominal value of up to EUR 200,000,000 on the basis of the issue of up to 200,000 profit participation rights and to determine the issue conditions of the issue. This authorization is valid until 13 May 2014. Amendment to §§ 10, 13 and 28 approved TOP 11: Motion to amend §§ 10, 13 and 28 of the Articles of Association The Annual General Meeting has approved the amendment to §§ 10, 13 and 28 of the Articles of Association. According to § 10 every member of the Supervisory Board is elected for a certain term of office. Additionally and in accordance with the Austrian Corporate Governance Code the age limited for members of the Supervisory Board is abolished. In accordance with § 92 (4a) of the Austrian Stock Corporation Act, § 13 incorporates the establishment of an Audit Committee of the Supervisory Board in the Articles of Association. § 28 will be deleted to reflect an amendment to the Austrian Takeover Act (elimination of the package discount). Amendment to § 25 approved TOP 12: Motion to amend § 25 of the Articles of Association - Dividend payable in kind The Annual General Meeting has approved the amendment to § 25 of the Articles of Association. The Annual General Meeting shall be authorized to resolve on the distribution of shares of Wienerberger AG as dividend payable in kind in addition to or instead of the distribution of cash. For additional information contact: Karin Hofmann, Public Relations T +43(1)60192-463 | communication@wienerberger.com Barbara Braunöck, Investor Relations T +43(1)60192-463 | investor@wienerberger.com If you do not wish to receive the Wienerberger newsletter any longer, send an e-mail with subject: "unsubscribe newsletter" to communication@wienerberger.com --- End of Message --- Wienerberger AG Wienerbergstraße 11 Vienna Austria WKN: 83170; ISIN: AT0000831706; Index: WBI, ATX , ATX Prime; Listed: Prime Market in Wiener Boerse AG;