Expert Corporate Governance Service (ECGS)
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Proxy report 14/06/2018

General: Wienerberger is the world's largest producer of bricks and number one on the clay roof tiles market in Europe with 197 production sites in 30 countries. The Company also holds leading positions in concrete pavers in Central-East Europe and pipe systems in Europe.

As of 31 December 2017, more than 5% of the Company's shares were held each by Black Creek Investment Management Inc., FMR LLC (Fidelity) and TIAA-CREF Asset Management LLC.

In financial year 2017, Group revenues increased by 4.9% to EUR 3.1bn, EBIT decreased by 6.2% to EUR 178.7m and Group net income attributable to the shareholders of Wienerberger AG increased by 50.3% to EUR 123.2m.

Item 7: The Board shall be authorised to acquire the Company's own shares within legal boundaries (10% of share capital within a period of 30 months). However, we note that this authorisation permits shares to be repurchased at a premium exceeding 10% to market price in certain circumstances (maximum purchase price of twice the market price per share on 14 June 2018) which exceeds our guidelines. We recommend opposition.

Wienerberger AG

Wienerberger is a building materials group. Co.'s segments include: Clay Building Materials Eastern Europe, Clay Building Materials Western Europe, Pipes & Pavers Eastern Europe, Pipes & Pavers Western Europe, North America and Holding & Others. The Clay Building Materials Europe division covers activities in the areas of clay blocks, facing bricks and roof tiles. The Pipes & Pavers Europe division includes Co.'s business activities with plastic pipes, ceramic pipes and concrete pavers. The North America division covers activities in the areas of facing bricks, plastic pipes and concrete products. The Holding & Others division covers activities in the areas of clay blocks.


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