WIENERBERGER AG (A Joint Stock Corporation Under the Laws of Austria, Registered Number FN 77676F) As Issuer
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WIENERBERGER AG (a joint stock corporation under the laws of Austria, registered number FN 77676f) as Issuer EUR 500,000,000 programme for the issuance of debt instruments (the “Programme”) This document constitutes a base prospectus (the “ Prospectus ”) of Wienerberger AG for the purposes of Article 5.4 of Directive 2003/71/EC (the “ Prospectus Directive ”) in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004 (“Non-Equity Securities ”). Under the Programme, Wienerberger AG (the “Issuer”) may from time to time issue notes (the “Notes ”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed EUR 500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein). In relation to notes issued under this Programme, application was made to the Commission de Surveillance du Secteur Financier (“CSSF ”) of the Grand-Duchy of Luxembourg (“Luxembourg ”) in its capacity as competent authority (the “Competent Authority ”) under the Luxembourg Act on Securities Prospectuses ( loi relative aux prospectus pour valeurs mobilières ) (the “Luxembourg Act ”) for approval of this Prospectus. Application has been made to list Notes to be issued under the Programme on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the regulated market of the Luxembourg Stock Exchange ( Bourse de Luxembourg ). In order to be able to conduct a public offer and/or a listing on the Vienna Stock Exchange in relation to certain issues of Notes, the Issuer applied for a notification pursuant to Article 19 of the Luxembourg Act for an offer of such Notes in the Republic of Austria (“Austria ”) and/or a listing of the Programme and/or such Notes on the second regulated market of the Vienna Stock Exchange ( Wiener Börse ) during a period of 12 months from the date of this Prospectus. However, Notes may also be issued under the Programme which are listed on a stock exchange other than the Vienna Stock Exchange or which are not listed on any stock exchange. Offers to the public in Austria will only be made following the CSSF’s delivery to the competent authority of Austria of, inter alia , a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Prospectus was drawn up in accordance with the Prospectus Directive. The Issuer may from time to time arrange for a notification into other jurisdictions under Article 19 of the Luxembourg Act. An investment in the Notes carries a high degree of risk. Prospective investors should be aware that an investment in the Notes involves a risk and that, if certain risks, in particular those described in the chapter “Risk Factors” beginning on page 12 occur, the investors may lose all or a very substantial part of their investment. The Notes should be bought and traded only by persons knowledgeable in investment matters. This document does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation is unlawful. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”). Subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This Prospectus was approved by the CSSF, was filed with the CSSF and will be published in electronic form on the website of the Luxembourg Stock Exchange ( www.bourse.lu ) and on the website of the Issuer (www.wienerberger.com) and will be available free of charge at the specified office of the Issuer. Arrangers and Dealers Erste Group Bank AG Raiffeisen Zentralbank Österreich AG The date of this Prospectus is March 24, 2010 Wienerberger AG, with its corporate seat in Vienna, Austria, accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “ Documents Incorporated by Reference ”) and, in relation to any Series of Notes, together with the relevant final terms (the “Final Terms ”). This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. No person is or was authorized to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as in the public domain and, if given or made, such information must not be relied upon as having been authorized by the Issuer or the Dealers. Neither any arranger nor any dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus, or any Final Terms or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. This Prospectus as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the United States of America and the European Economic Area, see - “Selling Restrictions ”. In particular, the Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States; subject to certain exceptions, the Notes may not be offered or sold within the United States of America or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This Prospectus was prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State ”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer was approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus was subsequently completed by Final Terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorized, nor do they authorise, the making of any (ii) offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. This Prospectus contains statements regarding the market position of Wienerberger. Unless specified otherwise, such statements regarding the Wienerberger’s market or competitive position are based on the group’s internal market research. Where information was sourced from a third party, Wienerberger confirms that this information was accurately reproduced and that as far as Wienerberger is aware and is able to ascertain from information published by that third party, no facts were omitted which would render the reproduced information inaccurate or misleading.