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Capital Increase 2009”); And PROSPECTUS WIENERBERGER AG (a joint stock corporation under the laws of Austria, registered number FN 77676f) Offering of 33,579,075 Ordinary Bearer Shares (with no-par value) Listing of 33,579,075 Ordinary Bearer Shares (with no-par value) on the Official Market of the Vienna Stock Exchange This is an offering of 33,579,075 ordinary no-par value bearer shares, ISIN AT0000831706, with a calculated notional amount of EUR 1.00 per share of Wienerberger AG, a joint stock corporation under Austrian law (the “Company”, and together with its consolidated subsidiaries, the “Wienerberger Group”, “Wienerberger” or the “Group”), which will be newly issued by the Company following a share capital increase (the “New Shares”). The Company’s shareholders are invited to exercise their subscription rights (the “Subscription Rights”) to subscribe for the New Shares (the “Rights Offering”) at the Subscription Price (as defined below). New Shares for which Subscription Rights are not exercised in the Rights Offering may be offered in an international offering (the “International Offering”, and together with the Rights Offering, the “Offering”). The Offering comprises (i) a public offering to retail and institutional investors in the Republic of Austria and (ii) a private placement outside the Republic of Austria to selected institutional investors, including a private placement in the United States of America (the “United States”) to qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). As part of the Offering, the Libyan Investment Authority, Tripoli, Libya (the “Investor”) has entered into an agreement with the Company (the “Backstop Commitment”) pursuant to which the Investor has committed to subscribe for up to 10% of the Shares of the Company (calculated on the basis of the Shares outstanding after closing of the Offering, which represents 11,752,676 Shares, as defined below) at a price of EUR 10.00 per New Share. Shareholders exercising their Subscription Rights will be entitled to 2 New Shares for every 5 of the Company’s ordinary bearer shares (the “Existing Shares”, and together with the New Shares, the “Shares”) held against payment of the Subscription Price (as defined below). Shareholders may exercise their Subscription Rights during the subscription period which begins on September 15, 2009 and is expected to end on September 29, 2009 (the “Subscription Period”), and which may be extended or terminated at any time. Subscription Rights not exercised by the end of the Subscription Period will expire without the right to any compensation. The Subscription Rights, ISIN AT0000A0EZZ6, will be traded on the Vienna Stock Exchange from and including September 17, 2009 to September 23, 2009. Holders of Subscription Rights can acquire additional Subscription Rights on the market in order to acquire New Shares, or can sell their Subscription Rights in the market, subject to certain restrictions as set out in “Selling Restrictions”. Subscription Price: EUR 10.00 per New Share Only if less than all Subscription Rights are duly exercised during the Subscription Period, the International Offering may take place. New Shares for which Subscription Rights have not been duly exercised in the Rights Offering may be sold by ABN AMRO Bank N.V., Morgan Stanley Bank AG and UniCredit Bank Austria AG (the “Managers”) in the International Offering, in the market or otherwise in such manner as the Managers in their sole discretion deem appropriate, subject to certain restrictions as set out in “Selling Restrictions”. The price for the New Shares offered and sold in the International Offering will be determined on the basis of an institutional bookbuilding process. The Managers have agreed to subscribe for any New Shares not subscribed for in the Offering at the Subscription Price. The offer period during which investors may offer to purchase New Shares in the International Offering begins on September 30, 2009 and is expected to end on the same day (the “Offer Period”). The International Offering may be revoked, suspended or extended at any time. The Existing Shares are listed on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) under the symbol “WIE” and traded in the prime market segment. The closing price of the Existing Shares on the Vienna Stock Exchange on September 11, 2009 was EUR 15.50 per Existing Share. Application will be made to list the New Shares on the Official Market of the Vienna Stock Exchange. Trading in the New Shares in the prime market segment is expected to commence on or about October 1, 2009. The Subscription Rights and the New Shares have not been and will not be registered under the securities laws of any jurisdiction other than the Republic of Austria, in particular the Securities Act. Consequently, the Subscription Rights may be exercised only by shareholders outside the United States in accordance with Regulation S under the Securities Act (“Regulation S”) or by certain shareholders who are QIBs and who follow the procedures described under “The Offering—Rights Offering—Special considerations for U.S. shareholders regarding the exercise of Subscription Rights” in this prospectus. The New Shares may not be offered or sold within the United States except in the International Offering to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or outside the United States in compliance with Regulation S. For a description of certain restrictions on offers, sales and transfers, see “Selling Restrictions”. An investment in the New Shares carries a high degree of risk. See “Risk Factors” beginning on page 18 to read about factors that should be considered before exercising the Subscription Rights and investing in the New Shares. The New Shares should be bought and traded only by persons knowledgeable in investment matters. The New Shares will be represented by a modifiable interim certificate, which has been deposited with Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”). Interests in the New Shares will be credited on or about October 2, 2009 for the New Shares subscribed for in the Rights offering, and on or about October 5, 2009 for the New Shares sold in the International Offering against payment therefor, to the accounts of investors through book-entry facilities of OeKB, Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). This prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) (the “FMA”) in its capacity as competent authority under the Austrian Capital Markets Act 1991, as amended (Kapitalmarktgesetz) (the “Capital Markets Act”). The accuracy of the information contained in this prospectus does not fall within the scope of examination by the FMA under applicable Austrian law. The FMA examines the prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 8a of the Capital Markets Act. Joint Bookrunners ABN AMRO Morgan Stanley UniCredit The date of this prospectus is September 14, 2009 This document comprises a prospectus dated September 14, 2009 for the purposes of the offer of the New Shares to the public in Austria and the listing of the New Shares on the Official Market of the Vienna Stock Exchange. This prospectus has been prepared in accordance with Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, and conforms to the requirements of the Capital Markets Act, and the Austrian Stock Exchange Act (Börsegesetz) (the “Stock Exchange Act”). This prospectus has been approved by the FMA. This prospectus will be filed as a listing prospectus (Börseprospekt) with the Vienna Stock Exchange in accordance with the Stock Exchange Act in connection with the listing application for the New Shares on the Official Market of the Vienna Stock Exchange, and will be deposited with the notification office (Meldestelle) at OeKB in accordance with the Capital Markets Act. No person is or has been authorized to give any information or to make any representation in connection with the offer or sale of the New Shares, other than as contained in this prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by the Company or the Managers. The delivery of this prospectus at any time after the date hereof shall not, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date hereof or that the information set out in this prospectus is correct as at any time since its date. The Managers make no representation or warranty, express or implied, as to the accuracy or completeness of the information in this prospectus, and nothing in this prospectus is, or shall be relied upon as, a promise or representation by the Managers. Every significant new factor, material mistake or inaccuracy relating to the information included in this prospectus which is capable of affecting the assessment of the New Shares and which arises or is noted between the approval of the prospectus by the FMA and the earlier of the completion of the Offering and start of trading of the New Shares on the Vienna Stock Exchange will be published in a supplement to the prospectus in accordance with section 6 of the Capital Markets Act. This prospectus has been prepared for the purpose of evaluating the purchase of the New Shares and to comply with the listing requirements of the Vienna Stock Exchange. In making an investment decision, investors must rely on their own examination of the Company and the Wienerberger Group, and the terms of the Offering, including, without limitation, the merits and risks involved. The Offering is being made solely on the basis of this prospectus.
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