Resolutions passed by the 140th Annual General Meeting of
Wienerberger AG
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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
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Wienerberger AG
Wienerbergstraße 11 Vienna Austria
WKN: 83170;
ISIN: AT0000831706; Index: WBI, ATX , ATX Prime;
Listed: Prime Market in Wiener Boerse AG;