Wienerberger : Remuneration Policy for the Supervisory Board of Wienerberger AG

INTRODUCTION

This document sets out the Remuneration Policy for the Supervisory Board of Wienerberger AG ("Wienerberger" or the "company") and is hereinafter referred to as the "Remuneration Policy" or "Policy".

The Remuneration Policy defines the principles for determining the remuneration of the Supervisory Board, the structure and components of the remuneration. It also describes the procedures to be followed when drawing up the Remuneration Policy and when reviewing and amending the Remuneration Policy.

In accordance with the requirements of the Austrian Stock Corporation Act, the Remuneration Policy will be submitted to the shareholders for a non-binding vote at the company's 155th Annual General Meeting in May 2024. The Remuneration Policy will enter into force retroactively as of January 1st, 2024.

This document will be made available to Wienerberger shareholders on the company's website (www.wienerberger.com) as of the convening of the 155th Annual General Meeting (in May 2024). It contains the following sections:

1. Preparation of the Remuneration Policy
2. Guiding Principles of Wienerberger's Remuneration Policy
3. Remuneration of Supervisory Board Members
4. Duration and Termination of Supervisory Board Mandates
5. Notes on the Remuneration Policy

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1. PREPARATION OF THE REMUNERATION POLICY

According to the Austrian Stock Corporation Act, the company's Supervisory Board is responsible for drawing up a policy for the remuneration of the Supervisory Board. The Supervisory Board has delegated the preparatory drafting of the Remuneration Policy to its Nomination & Remuneration Committee.

When drawing up the Remuneration Policy, the Nomination & Remuneration Committee took care to create a transparent and comprehensible system in the interests of shareholders and the long- term development of the company. The Nomination & Remuneration Committee was supported by an independent corporate governance consultant in designing certain aspects of the remuneration for the Supervisory Board and in drawing up this remuneration policy.

The Supervisory Board discussed this Remuneration Policy with shareholders and proxy advisors in order to obtain feedback and further align the remuneration principles with market expectations and shareholder interests. In particular, the introduction of a share-based component, which will form part of this new Remuneration Policy, was also discussed.

The Supervisory Board approved this Remuneration Policy based on the proposal submitted by the Nomination & Remuneration Committee in its meeting on 18 December 2023.

2. GUIDING PRINCIPLES OF WIENERBERGER'S REMUNERATION POLICY

The remuneration for the Supervisory Board of Wienerberger is intended to ensure that:

• Supervisory Board members remain fully independent;
• each member of the Supervisory Board and the Supervisory Board in its entirety acts fully in the interests of Wienerberger's stakeholders and in the interests of Wienerberger's long-term development;
• Wienerberger remains competitive with its industry peers to attract Supervisory Board members of the highest repute and recognized expertise who fully understand Wienerberger's industry and markets and add a wealth of know-how and experience to the Supervisory Board;
• Supervisory Board members make an active contribution to the company's development by being available to our employees and stakeholders within the framework of an open dialog;
• the remuneration is in line with recognized national and international standards of good corporate governance, in particular the provisions of the Austrian Stock Corporation Act and the Austrian Corporate Governance Code; and
• the interests and objectives of the Supervisory Board members are aligned with the interests of the shareholders through the share component of the remuneration.

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3. REMUNERATION OF SUPERVISORY BOARD MEMBERS

With implementation of the guiding principles set out in Section 2. above, the remuneration for the Supervisory Board is composed as follows:

1. An annual fixed remuneration for work on the Supervisory Board, differentiated by the function as chairperson, vice-chairperson and ordinary member of the Supervisory Board; and
2. a remuneration for the committee membership, differentiated by the function of committee chairperson and ordinary committee member.

By differentiating between the functions and committee memberships of the Supervisory Board members, the remuneration system takes into account the responsibility and effort of each member in the work of the Supervisory Board and its committees.

An amount of 20% of the gross annual fixed remuneration must be invested by the member of the Supervisory Board in shares of the company; in order to simplify the acquisition process, purchases are to be carried out via Wienerberger AG in the name and for the account of the respective Supervisory Board member by a credit institution that independently handles the purchases on the defined and published purchase date. These shares are subject to a holding period until the end of the respective term of office as a member of the Supervisory Board. In this way, each member of the Supervisory Board builds up a significant holding of shares in the company, which creates additional incentives to act in the interests of the long-term development of Wienerberger.

No remuneration components are granted that are linked to the economic results achieved by the company. Supervisory Board members do not receive any additional benefits or pension agreements and are not entitled to participate in the company's employee share ownership program.

All Supervisory Board members are entitled to reimbursement of their verified cash expenditures in connection with their activities on the Supervisory Board of Wienerberger AG in accordance with the provisions of the company's Articles of Association.

The Remuneration System described above only applies to Supervisory Board members elected by the Annual General Meeting or delegated by shareholders and not to Supervisory Board members delegated by the works council. Supervisory Board members delegated by the works council are remunerated in accordance with their service contracts and are only entitled to reimbursement of their appropriate cash expenditures in accordance with Austrian legislation.

Wienerberger has concluded an industry typical directors' and officers' liability insurance (D&O insurance) for all members of the Supervisory Board, taking into account the respective risk scenario of the company. The company has also conducted customary legal protection insurance for its Supervisory Board members.

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4. DURATION AND TERMINATION OF SUPERVISORY BOARD MANDATES

Unless a member has been appointed for a shorter term of office, the term of office of each elected Supervisory Board member lasts until the end of the Annual General Meeting that resolves on the discharge for the third financial year after the election. The financial year in which the Supervisory Board member was elected is not counted. If a person is not active as a member of the Supervisory Board for a full financial year, the remuneration is due on a pro rata basis for the respective financial year.

5. NOTES ON THE REMUNERATION POLICY

5.1. Review and Amendment of the Remuneration Policy

The Nomination & Remuneration Committee of the Supervisory Board regularly reviews this Remuneration Policy, taking into account, among other things, (personnel) changes in the corporate environment, the overall economic situation and strategy of the company and changes and trends in applicable national and international corporate governance standards. In addition, the allocation of remuneration is reviewed annually by the company's auditor.

Following such a review, the Nomination & Remuneration Committee may recommend a change to the Remuneration Policy to the Supervisory Board. Any amended remuneration policy, if approved by the Supervisory Board, will be submitted to the company's shareholders immediately after this approval for a non-binding resolution at the Annual General Meeting.

5.2. Minor Amendments

The Supervisory Board may make minor changes to the Remuneration Policy for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation without seeking shareholder approval for that amendment. Each such amendment (if any) shall be resolved upon by the Supervisory Board following a respective recommendation by the Board's Nomination & Remuneration Committee in order to become legally effective.

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