Wienerberger : Remuneration Policy for the Managing Board of Wienerberger AG

INTRODUCTION

The previous remuneration policy (hereinafter referred to as "Remuneration Policy 2020" or "Policy 2020") for the Managing Board of Wienerberger AG (hereinafter referred to as "Wienerberger" or the "Company") was approved by the 151st Annual General Meeting on May 5th, 2020. It has been in force for all Managing Board members since then.

In the 2023 financial year, the Nomination & Remuneration Committee intensively reviewed the Remuneration Policy with the support of an independent corporate governance advisor. The main focus was on further optimizing the incentive effect of variable remuneration in relation to the achievement of strategic goals and the creation of long-term behavioural incentives for sustainable corporate development. The general expectations of the capital market and the feedback on the Remuneration Policy 2020 provided by the shareholders of Wienerberger were also included in the review.

Based on the results of the review, the Nomination & Remuneration Committee drew up a proposal for the revision of the Remuneration Policy 2020. The revised Remuneration Policy (hereinafter also referred to as the "Remuneration Policy" or "Policy") was resolved by the Supervisory Board on December 18th, 2023 at the proposal of the Nomination & Remuneration Committee. The revised Remuneration Policy for the Managing Board will be submitted to the 155th Annual General Meeting of Wienerberger AG on May 7th, 2024 for a vote in accordance with Section 78b (1) Stock Corporation Act (Aktiengesetz - AktG). It will enter into force retroactively as of January 1st, 2024, for all current and newly appointed Managing Board members. The current Managing Board service contracts as well as the Remuneration Policy 2020 remain valid and especially in relation to the current LTI programs agreed in the framework of the Remuneration Policy 2020, which are not affected by the revised Remuneration Policy. The main changes in comparison to the Remuneration Policy 2020 and the background to these changes are explained in section 3.

The Remuneration Policy provides the framework for the Supervisory Board and the Nomination & Remuneration Committee in the specific design of the Managing Board remuneration. It defines the principles that apply when determining the remuneration for the Managing Board, the various elements of remuneration and the requirements and performance criteria defined for the entitlement to these elements. It also specifies the proportion for each remuneration element in the total remuneration that can be awarded to Managing Board members. Finally, the Policy explains the procedures used to define the Remuneration Policy and the procedures to be applied in the event of a revision or amendment.

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1. PROCEDURE FOR DEFINING, REVIEWING AND IMPLEMENTING THE REMUNERATION POLICY

As stipulated in the Stock Corporation Act, the Company's Supervisory Board is responsible for drawing up a Remuneration Policy for the Managing Board. The Supervisory Board has delegated the drafting of the Remuneration Policy to its Nomination & Remuneration Committee. The Nomination & Remuneration Committee then issues a recommendation on the Remuneration Policy to the Supervisory Board. In accordance with Section 78b (1) AktG, the Remuneration Policy must be submitted to the Annual General Meeting for a vote at least every fourth financial year and whenever a material change is made.

The Nomination & Remuneration Committee reviews the Managing Board's Remuneration Policy as required - but at least every third financial year - taking into account the Company's economic situation and strategy as well as changes and trends in international and national corporate governance standards, among other things. If necessary, external consultants are involved for support, whereby care is taken to avoid conflicts of interest. Following such a review, the Nomination & Remuneration Committee may recommend a change to the Remuneration Policy to the Supervisory Board. If adopted by the Supervisory Board, any changes to the Remuneration Policy are submitted to the Company's shareholders for approval by the Annual General Meeting.

The Remuneration Policy is implemented by determining the fixed and variable remuneration elements of the individual Managing Board members through the Nomination & Remuneration Committee. In addition, the Remuneration Policy is implemented on an ongoing basis by setting annual targets for the variable remuneration elements in line with the strategy.

The general requirements defined for the Supervisory Board apply to the avoidance of conflicts of interest. Accordingly, all members of the Supervisory Board must report any conflicts of interest on their own initiative and abstain from voting on resolutions if necessary. The Nomination & Remuneration Committee consists exclusively of independent members of the Supervisory Board.

2. PRINCIPLES OF THE REMUNERATION POLICY

The following principles are particularly taken into account when determining the Remuneration Policy:

• Link to strategy
  Through its steering effect, the Managing Board's Remuneration Policy makes a significant contribution to the implementation of the strategy and promotes the long-term development of the Company. Thus, key financial indicators for the implementation of the strategy - operating EBITDA, free cash flow and ROCE - as well as strategic and ambitious sustainability targets are anchored in the variable remuneration elements.
• Long-termorientation and sustainability
  The Remuneration Policy focuses on sustainable, long-term action. The majority of variable remuneration is therefore long-term in nature. In addition, sustainability targets are taken into account with a significant weighting in both short-term and long-term variable remuneration.

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• Pay for performance
  The Remuneration Policy is designed to ensure that remuneration is commensurate with performance. Thus, the Managing Board's performance is evaluated on the basis of ambitious and measurable financial performance criteria and sustainability goals derived from Wienerberger's strategy.
• Regulatory conformity
  The Remuneration Policy complies with recognized national and international standards of good corporate governance, including the provisions of the Stock Corporation Act and the rules of the Austrian Code of Corporate Governance (ACCG). The Remuneration Policy is presented in a transparent and comprehensible manner.
• Appropriateness and competitiveness
  The objective is to provide a competitive remuneration package that optimally promotes and supports Wienerberger's strategy. The Supervisory Board wants to ensure that qualified Managing Board members who have the experience and expertise to make the Company competitive within its industry can be attracted, motivated and retained worldwide. When determining the remuneration, consideration is given to ensuring that the total remuneration of the Managing Board members is in line with the Company's situation and the usual remuneration in comparable companies. Remuneration shall be commensurate with the area of activity and responsibility as well as the performance of each Managing Board member.
• Consideration of the remuneration and employment conditions of employees
  When determining the remuneration for members of the Managing Board, the Nomination & Remuneration Committee takes into account the remuneration provisions for other employees, including top management, to ensure that the remuneration provisions for Managing Board members are consistent and comprehensible in a Group-wide context.
  Thus, care is also taken to ensure that a consistent performance and remuneration philosophy prevails within the Company. The principles of the remuneration of the Managing Board also apply to other employees in an adapted form. In principle, the remuneration structure within the Company is designed to be highly competitive within the industry, which is also ensured by annual remuneration reviews. Remuneration for large parts of the Company therefore consists of fixed and variable components. When structuring the variable remuneration of employees, care is taken to ensure the greatest possible consistency to the incentive structure of the Managing Board's variable remuneration, for example regarding the selection of performance criteria, so that the Company's key objectives are also jointly pursued.
• Consideration of shareholder interests
  The long-term interests of shareholders and other stakeholders were taken into account when drawing up the Remuneration Policy, particularly in the design of performance-related remuneration. Feedback as part of the regular dialog with shareholders helps to continuously improve the design of the Remuneration Policy.

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3. THE REMUNERATION POLICY FOR THE MANAGING BOARD OF WIENERBERGER AG

1. Summary of the Remuneration Policy

The most important elements of the revised Remuneration Policy are summarized as follows in comparison to the previous Remuneration Policy:

Overall, the revision of the Remuneration Policy 2020 will

• significantly strengthen the pay for performance link,
• create an incentive effect that is even more closely linked to the strategic objectives, in particular the sustainability objectives, of Wienerberger AG,
• effectively link the interests of the Managing Board and the shareholders, and
• result in a structure that is even more in line with the market and adapted to shareholders' expectations.

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The background for the material adjustments made to the Remuneration Policy 2020 are explained below:

1.1. Revision of the short-term variable remuneration

The short-term variable remuneration now provides for sustainability targets derived from the sustainability strategy in addition to the financial key figures of operating EBITDA and free cash flow in order to additionally align the incentive effect with the sustainability strategy of Wienerberger AG in future.

To increase transparency while maintaining flexibility for the Nomination & Remuneration Committee, bandwidths for the weighting of the performance criteria are defined.

The determination of target achievement will be simplified. In future, the target achievement of the performance criteria will be limited to a range of 0% to 150%, which eliminates the previous possibility of overachieving performance criteria (target achievement above 150%) to compensate for underachievement. It will no longer be possible to balance between the target achievement of different performance criteria.

1.2. Revision of the long-term variable remuneration

In order to increase the equity orientation of the remuneration and to align the interests of the Managing Board and shareholders more closely, the long-term variable remuneration will in future be structured as a performance share plan with a three-year performance period. In addition, the focus of the long-term variable remuneration on the long-term development of the Company will be strengthened by removing the previous annual measurement of target achievement and the annual fixing of the resulting pro rata vesting within the three-year performance period. Instead, target achievement and the resulting vesting will in future only be measured after the end of the entire three- year performance period. In future, shares paid out as part of the long-term variable remuneration will be used to meet the newly implemented Share Ownership Guideline. This way, the members of the Managing Board will become long-term shareholders in the Company. To increase flexibility and strengthen the focus on sustainability, the performance criteria will be weighted within a range of 20% to 40% in future. In order to simplify the comparison of capital market performance with relevant companies in similar sectors and make it more comprehensible, all companies in the STOXX® Europe 600 Construction & Materials will be used for the relative total shareholder return in future.

The determination of target achievement will also be simplified for the LTI. In future, the target achievement of the performance criteria will be limited to a range of 0% to 150%, which eliminates the previous possibility of overachieving performance criteria (target achievement above 150%) to compensate for underachievement. It will no longer be possible to balance between the target achievement of different performance criteria

1.3. Removing the possibility of discretionary remuneration

Previously, it was possible to pay members of the Managing Board additional discretionary remuneration in exceptional cases in the form of sign-on bonuses, loyalty bonuses or remuneration for relocation. This option is now limited in the Remuneration Policy to the possibility of a payment to compensate for forfeited remuneration entitlements and payments to compensate for international transfers.

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1.4. Introduction of a Share Ownership Guideline

The new Remuneration Policy introduces a Share Ownership Guideline for Managing Board members amounting to 200% of the fixed remuneration for the Chairman of the Managing Board and 100% of the fixed remuneration for the ordinary members of the Managing Board. This is intended to strengthen the Company's capital market orientation and equity culture as well as to align the interests of the members of the Managing Board and the shareholders of Wienerberger more closely.

2. Remuneration structure

The total target remuneration of the members of the Managing Board comprises both fixed remuneration elements - consisting of fixed remuneration, fringe benefits and pension contributions

• and the target amounts of the variable remuneration elements, consisting of short-term variable remuneration and long-term variable remuneration. The target amount reflects the amount of the variable remuneration element in the event of 100% target achievement and is determined as a percentage of the fixed remuneration.

The Managing Board's remuneration is highly performance-related. This is ensured by the significant share of variable remuneration in the total target remuneration. In addition, in accordance with the relevant legal requirements and the requirements of the ACCG, the majority of variable remuneration is linked to the achievement of ambitious long-term targets. In this way, the remuneration structure sets long-term behavioral incentives for sustainable corporate development.

When determining the remuneration, the Nomination & Remuneration Committee ensures that the proportions of the different remuneration elements correspond in principle to the ranges shown below. As the fringe benefits are naturally subject to annual fluctuations, they are not taken into account in the illustration. The fringe benefits generally contribute around 1 - 3% to the total target remuneration.

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3. Remuneration elements

3.1. Fixed, non-performance-related remuneration

3.1.1. Fixed remuneration

Each member of the Company's Managing Board is entitled to fixed annual remuneration. In accordance with the principles set out in section 2, the fixed remuneration is based on the area of activity and responsibility of each individual member of the Managing Board in line with the existing allocation of duties.

In line with standard national practice, the fixed remuneration is divided into fourteen installments and is paid out at the end of each month.

3.1.2. Fringe benefits

The fringe benefits for members of the Managing Board consist in particular of the provision of a secretary's office, a company car and mobile and other means of communication, which can also be used for personal purposes.

Furthermore, all members of the Managing Board are insured against risks associated with business travel under a group-wide insurance policy. This includes travel insurance, travel health insurance and repatriation insurance.

Moreover, all members of the Managing Board have accident insurance, legal expenses insurance and directors- and officers-liability insurance (D&O insurance) at Wienerberger's expense.

In addition, the Nomination & Remuneration Committee has the option in individual cases to make payments to compensate for international transfers or to grant a compensation payment when a member of the Managing Board is first appointed. The latter can be used to compensate a new member of the Managing Board for any loss of remuneration resulting from the transfer to Wienerberger, against proof. In this way, the Nomination & Remuneration Committee ensures that it retains the necessary flexibility to attract the best possible candidates. The use of such benefits is reported transparently in the remuneration report.

3.1.3. Pension contributions

All members of the Managing Board are entitled to a defined contribution pension scheme, for which the Company makes annual contributions to a pension fund. The actual amount of the pension depends on the amount of capital available in the pension fund. The pension is paid out in accordance with the approved business plan of the pension fund.

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3.2. Variable, performance-related remuneration

3.2.1. Short-term variable remuneration

The short-term variable remuneration (short-term incentive; STI) is linked to the achievement of financial performance criteria and the sustainable corporate development of Wienerberger. Payment is made in cash and can amount to a maximum of 150% of the STI target amount. The STI target amount is defined as a percentage of the fixed remuneration.

Performance is defined on the basis of the financial performance criteria "operating EBITDA" with a weighting of 40% to 60% and "free cash flow" with a weighting of 0% to 20%. Sustainability targets are included in the calculation of overall target achievement with a weighting of 20% to 50%. These targets focus on the operating result of Wienerberger and the result of the Company's value-creating strategy, which is designed for sustainable growth.

The target achievement of the individual performance criteria is measured over one year and is capped at 150%. The actual payout amount depends on the achievement of the financial and ESG- related performance criteria and is calculated as follows:

The Nomination & Remuneration Committee defines the weighting of the individual performance criteria (KPIs) within the specified ranges at the end of the previous financial year or at the latest at the beginning of the new financial year. The weighting of the KPIs is disclosed in the remuneration report.

In predefined exceptional cases, such as M&A activities that are not accounted for in the budget or changes in accounting provisions, the Supervisory Board explicitly reserves the right, following a corresponding recommendation by the Nomination & Remuneration Committee, to subsequently adjust the performance criteria and sustainability targets. Generally unfavorable market developments are expressly not considered as an exceptional case. If the Supervisory Board makes such an adjustment, it will be explained in detail in the corresponding remuneration report and in the corporate governance report.

• Performance criterion Operating EBITDA (40% - 60%)
  Operating EBITDA is a key parameter for assessing the profitability of the core business, which is communicated to the capital market as part of Wienerberger's annual guidance. As taxes, depreciation and amortization and the financial structure are not taken into account, the key figure enables international comparability.
  Each year at the end of the previous financial year or at the latest at the beginning of the new financial year and taking into account the annual planning, the Nomination & Remuneration Committee sets a target value for the performance criterion operating EBITDA (operating earnings before interest, tax, depreciation and amortization), which corresponds to a target achievement of 100%. The Nomination & Remuneration Committee also defines a minimum and maximum value.

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The target achievement is 100% if the operating EBITDA for the financial year, based on the consolidated financial statements of the Company audited by the auditor and presented by the Supervisory Board to the Annual General Meeting, exactly reaches the defined target value for this financial year. If the operating EBITDA is at or below the minimum value, the target achievement is 0%. If the operating EBITDA reaches or exceeds the maximum value, this results in a target achievement of 150%. Target achievement values between the defined values are interpolated linearly.

The target achievement curve for the performance criterion operating EBITDA is shown below as an example:

• Performance criterion free cash flow (0% - 20%)
  Free cash flow forms the basis for Wienerberger's dividend policy while at the same time maintaining financial flexibility so that Wienerberger can continue to make investments and pursue its value-creating strategy.
  The Nomination & Remuneration Committee sets a target value for the performance criterion free cash flow at the end of the previous financial year or at the latest at the beginning of the new financial year, taking into account the annual planning, which corresponds to a target achievement of 100%. The Nomination & Remuneration Committee also defines a minimum and maximum value each year before the start of the respective financial year.
  Target achievement is 100% if the free cash flow for the financial year, based on the consolidated financial statements of the Company audited by the auditor and presented by the Supervisory Board to the Annual General Meeting, exactly reaches the defined target value for this financial year. If the actual free cash flow reaches the minimum value or is lower, the target achievement is 0%. If the actual free cash flow reaches or exceeds the maximum value, this results in a target achievement of 150%. Target achievement values between the defined values are interpolated linearly.

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