NUMBER OF PLANTS SALES ATS million - KU Leuven(ats) ovfa-profit (mill.) ovfa-cash-flow (mill.) ovfa-shareholders' equity (mill.) ovfa-earnings per share41 ovfa-cash-flow per share41

NUMBER OF PLANTS

SALESATS million

SHARE PRICE DEVELOPMENT

PROFIT ONORDINARY ACTIVITIESATS million

KEY FIGURES OF THE WIENERBERGER GROUP

CORPORATE FIGURES(ATS million)

SALES TOTALDOMESTICABROAD

OPERATING PROFITPROFIT ON ORDINARY ACTIVITIESCASH FLOW21

CAPITAL EXPENDITURE31

EMPLOYEESDIVIDEND

(per ATS 100 share)4'

') including OAG Group (sold 1994)2) Net profit plus Depreciation

1991"

10,5285,8184,710

863904

1,2012,9855,137

10522

STOCK EXCHANGE DATA(ATS)

OVFA-PROFIT (mill.)OVFA-CASH-FLOW (mill.)OVFA-SHAREHOLDERS' EQUITY (mill.)OVFA-EARNINGS PER SHARE41

OVFA-CASH-FLOW PER SHARE41

SHARE PRICE HIGH41

LOW41

P/E - RATIO HIGHLOW

MARKET CAPITALISATION (31.12./mill.)TURNOVER PER DAY (mill.)

1992

5791,1246,737

99200

3,5071,86729.617.5

11,87141

CONDENSED BALANCE SHEET

ASSETSFIXED ASSETSINVENTORIESOTHER CURRENT ASSETS

BALANCE SHEET TOTAL

LIABILITIESSHAREHOLDERS' EQUITYPROVISIONSLIABILITIES

199211

11,7116,0225,689

669626

1,1472,4715,796

13323

19931

12,1205,9466,174

966938

1,4112,0345,629

14625

1994

10,5532,5907,9631,3431,3032,0482,7344,803

17728

1995

12,8552,845

10,0101,6741,4952,1022,8346,418

29242

3) Change in Tangible Fixed Assets and Investments4) Adjusted for bonus share issue

1993

7201,4546,967

122255

2,7601,89322.615.5

16,29463

1994

9941,8407,808

157248

2,8632,292

18.214.6

16,334

as of 31/12/1994ATS mill.

9,5771,8205,157

16,554

8,0011,7186,835

%

581131

100

481141

64

1995

1,1672,2407,778

168326

2,6871,855

16.011.0

13,81177

as of 31/12/1995ATS mill.

11,0042,2676,072

19,343

8,1331,8129,398

"a

5712

31

100

429

49

ANNUAL REPORT 1995

WIENERBERGER BAUSTOFFINDUSTRIE AG

Annual Report and Corporate Accounts 1995of Wienerberger BaustoffindustrieAktiengeseilschaft. Vienna

Presented to the127th Annual General MeetingMay 20. 1996

Wienerberger BaustoffindustrieAktiengeseilschaftA-1102 ViennaAustriaBusiness Park ViennaWienerbergstrasse 7Telephone: ++43 1 60 192/0Facsimile: ++43 1 60 192/473

CONTENTS

6 Chief Executive's Review

CORPORATE PROFILE 911 Supervisory and Managing Board12 Organisation Chart15 Industrial Resources16 The Wienerberger Share

REVIEW OF OPERATIONS 1 920 Economy 199522 Highlights 199524 Results 199528 Research. Development and the Environment29 Human Resources

PERFORMANCE OFSTRATEGIC BUSINESS UNITS 31

32 Wall-, Ceiling- and Roofing Systems36 Pipes Systems and Sewage Technology40 Treibacher44 Real Estate/Property

OUTLOOK 48 Scenario, Strategy, Activities, Budget, Vision

FINANCIAL ACCOUNTS 51 Wienerberger Baustoffindustrie AG61 Wienerberger Group

NOTES TO THE ACCOUNTS 69 Wienerberger Baustoffindustrie AGand Wienerberger Group

85 Report of the Supervisory Board

CHIEF EXECUTIVE'S REVIEW

DEAR SHAREHOLDERS,

For the building- as much as for the build-ing materials industry 1995 was by no meansan easy year. In spite of these conditions - orrather just because of them - Wienerbergersucceeded in attaining the highest profits inits 176 year history.

Thus, we have reached another recordresult which continues the trend of the pastfew years: 1992: ATS 626 million, 1993:ATS 938 million, in our anniversary year 1994:ATS 1,303 million and 1995 the budgetedfigure of nearly ATS 1,500 million.

This result was achieved against a strongdownward trend in our core markets, Austriaand Germany. As a consequence both mar-gins and volume in our highly profitable brickbusiness receded. Furthermore our pipebusiness fell prey to a combination of excess-capacities and declining prices. The conse-quent reduction in annual profits amounting toseveral ATS 100 million could only be coun-tered by our early preparations and our quickresponse. Naturally these problems alsoaffected our competitors and thus gave us thechance to reemphasize our competitive edge.As the saying goes "Only a crisis seperatesthe men from the boys".

We gained additional strength by followingour vision towards which we come closer andcloser by adhering to our clear cut strategy.Our multiple portfolio demonstrated its merits.Growth rates in the new markets in the Euro-pean reform countries were well above average.Also, the turnaround at Treibacher was a greathelp. Above all, however, the newly acquiredSturm Group brought in a substantial profit.

Our offensive cost-cutting and rationaliza-tion policy proved to be most appropriate bothin its timing and impact. An essential prerequi-site was our focussing strategy which appliesour motto "C&C = Concentration and Consist-ency" and is increasingly being reflected inour employees' approach and performance.

These were the highlights of the reportingperiod:

- the acquisition of the Sturm Group, whichconsists of 15 plants; it is the largest take-over in our corporate history

- the successful industrial exploitation of ournew brick making technology for which apatent is pending

- the integration of five previously Solvay-owned plastic pipe plants in Benelux, Spainand Portugal into the Pipelife Group

- the turnaround of the two Treibacher com-panies

- the successful letting of 100% of our realestate development Business Park Viennaas well as the preparation for the secondstage, the development of a WienerbergCity

- the conferment of the Stock ExchangeAward 1995, thus surpassing all othercompanies listed on the Vienna StockExchange

All in all, 1995 may best be summarised bythe phrase "Wienerberger simply better" -simple in its methods, forceful in their execu-tion. This leads to simply better results. It

makes our 6,418 employees act like entrepre-neurs and gives them more self confidence.Together with our employees, my colleaguesfrom the Managing Board and I put all ourefforts into satisfying our customers.

We are proud to report that since our lastannual report the number of plants hasincreased from 107 to 125. Of these, 114 areless than 10 years old - they were eitheracquired or newly constructed.

Increased industrial holdings also meanincreased value for our shareholders. Wethink that added shareholder value does notexpress itself solely in increasing dividendsbut, above all, in a steadily rising companyvalue. Therefore we have split our share capi-tal 2:1 in 1995. To justify the expression"bonus share" we recommend to pay out a1995 dividend of ATS 42 per share. Hence,our dividend payout will rise by 65%.

When looking back on 1995, I have everyreason to thank our shareholders and ourbusiness partners for their continued trust andloyalty. My gratitude and appreciation alsoextends to our employees as they are behindevery success. Internal and external harmonywill therefore remain one of my personalgoals for the second half of this decade.

Along with these thoughts I would like toask you to continue to support us with thesame endeavour and persistence. 1996 willprobably be a difficult year, certainly a chal-lenging one. Monetary and fiscal policies inthe European Union are all directed towardsmeeting the Maastricht criteria. Consequently,public spending on housing and infrastructurewill be scaled back. Apart from our markets in

Eastern Europe all forecasts predict a stag-nant or even recessionary 1996.

This sharp deterioration in the economicenvironment has had its effect on our 1996budget. Following a decade of continuedgrowth, during which our sales have seen aseven-fold and our profits a 15-fold increase,we anticipate constant sales and decliningprofits.

Nevertheless, this opens up another oppor-tunity to distinguish ourselves still further fromour competitors. Our measures thereforeinclude further cost cutting and optimisationas well as continued expansion.

Overall, the economic landscape will leadto structural adjustments, including an accel-eration of the trend towards consolidationwithin the building materials industry on aglobal scale. We want to be active partic-ipants in this process which will allow us to beeven stronger and in even better shape in thefuture.

Therefore, "Wienerberger simply better" willbe the way ahead and "Wienerberger - anAustrian Group international leader in bricksand pipes" remains our vision.

Yours sincerely,

Erhard Schaschl

The Management Team of Wienerbergerassembled on the occasion of the WienerbergerManagement Conference 1995:125 entrepreneurs from all over the worldmet to discuss the strategic direction of theirbusiness units.

CORPORATE PROFILE

Wienerberger is an internationally activeGroup with simple and clear cut managementstructures. Following up on our vision to beinternational leader in bricks and pipes, wewere able to realise above-average growth inour core businesses of bricks and pipes:

Wienerberger is the European market lead-er in hollow bricks, our pipe production ranksalso among the top European producers. Theindustrial portfolio is complemented by oursubstantial world market shares via theTreibacher companies in ferro-alloys, corun-dum and flints. Extensive real estate holdingsproviding steady cash flows support ourindustrial expansion.

The Wienerberger Group regards itself asan international network which encompassescustomers, employees and owners. Thecoordination of this network is achieved by asimple management philosophy.

The hallmark of our corporate philosophy isentrepreneurship. The group consists of amultitude of small, independent units. Decen-tralisation was first introduced a decade agoand has since contributed towards the devel-opment of our corporate culture. This process,when applying our company motto "C&C =Concentration and Consistency", results ineach employee being an entrepreneur. Tolend even more support to the entrepreneurialspirit, we intend to introduce an employeeshare ownership programme in the current year.

Hence, many decentralised, independentunits manned with entrepreneurs are currentlyoperating in 21 countries on three continentsfollowing the same paradigm: growth andprofits.

Growing industrial assets and profits aretherefore the aim of our efforts and the expec-tation of our shareholders.

_9_

SUPERVISORY AND MANAGING BOARD

SUPERVISORY BOARD

Guido N. Schmidt-Chiari,Chairman

Max Kothbauer,Deputy Chairman

Josef Esterl*)Heinz Gruber*)Sieglinde Gruber*) (from June 20, 1995)Gerhard Hamper)Rupert HatschekFranz LauerEduard Mayer (until May 24, 1995)Alois Michielsen (from May 24, 1995)Erich PimmerGeorg Schwarz (from May 24, 1995)Jean Dominique Sturm (from Sept. 18, 1995)

') Employees1 Representatives

MANAGING BOARD

Erhard Schaschl, Chief ExecutiveWolfgang Reithofer, Deputy Chief ExecutivePaul Tanos

11

ORGANISATION CHARTAs of April 1996

WIENERBERGER BAU

WALL-, CEILING AND ROOFING SYSTEMS PIPE SYSTEMS AND SEWAGE TECHNOLOGY

STOFFINDUSTRIE AG

TREIBACHER REAL ESTATE/PROPERTY

NORTH AMERICA

EUROPE

SOUTH-EAST ASIA

INDUSTRIAL RESOURCE

125 PLANTS IN 21 COUNTRIES IN THREE CONTINENTS- OF WHICH 100 ABROAD- OF WHICH 114 LESS THAN TEN YEARS OLD

PRODUCTION SITES IN AUSTRIA

Bricks:HennersdorfGollersdorfLaa/ThayaMauthausenNeckenmarktUttendorfBarnbachGasselsdorfMitterdorfFurstenfeldHaiding/Wels

PRODUCTION

BELGIUMClay P'pcsHasseltPlastic Pipes:Kalmthout

GERMANYBricks:JeddelohRietbergSittensenSchoningenVolkmarsenLanhofen I + IIWefenslebenBuldernGranseeReuden*)Konigsaue")Speyer**)Facing Bricks:BuchhorstHudePetershagenBaalberge*)Buchwaldchen")Ceilings:Lanhofen III + IVDollnsteinRosenauChimneys:OsterwaldElzePlastic Pipes:EkernGolzau

Zwickau

FRANCEBucksAchenheimBetschdorf I + IIRouffachBouxwillerCeilings:AchenheimRouffachConcrete Products:AchenheimKrautergersheimWittenheim

PRODUCTION

CHINAPlastic Pipes:ChengduChengdu IINansha*)

CANADACorundum:Niagara Falls

*) Minority Stakes** Leased

Clinkers:RotenturmCeilings:LeopoldsdorfCivil EngineeringProducts:LeopoldsdorfStove Tiles:WalbersdorfPlastic Pipes:KremsWr. Neudorf

SITES IN EUROPE

SteinbourgMondelangeUckangeVandieresBesanconPontarlierPlastic Pipes:ChateaurouxGaillonVedeneCompiegneSt. Gilles

GREECEPlastic. Pipes:Thiva*)

NETHERLANDSPlastic PipesEnkhuizen

ITALYBricks:BellunoFeltreImola I + II*)Corundum:Domodossola

CROATIAClay tilesBedekovcina

POLANDBricks:Lebork

PORTUGALPlastic PipesMain

SLOVAKIABricks:Zlate Moravce

SLOVENIARoofing Tiles:Dravograd")Skocjan*)Corundum:Ruse

SITES IN AMERICA

MALAYSIAClay Pipes:Kuala Lumpur*)

SINGAPOREPlastic Pipes:Singapore')

Roofing Tiles:PochlarnGaspoltshofenGleisdorfClay Tiles:Gleinstatten*)Pinkafeld')Unterpremstatten')Corundum:SeebachMetallurgy:Treibach

SPAINPlastic Pipes:GranollersZaragozaLa Carlotta

CZECH REPUBLICBricks'NovosedlyTyrT)Lety')Cicenice')

Jivno )Lisov')HostomiceRoofing Tiles:Chrudim*)Olbramovice')Clav Tiles:Hranice')Slapanice')Plastic Pipes:Otrokovice

TURKEYPlastic Pipes:Istanbul")

HUNGARYBricks:SolymarSopronKoszeg 1OrbottyanMezoturBataszekBekescsaba III')CsabaiCeilings:Koszeg IIRoofing Tiles:Veszprem*)Kecskemet')Clay Tiles:Bekescsaba 1")Bekescsaba II")Csorna*)Plastic Pipes:Csepel")Debrezen")

AND ASIA

USACorundum:Niagara FallsChester (Mass.)

As of April 1996

15

fHE WIENERBERGER SHARE

The Wienerberger share was unable todetach itself from the predominant downwardtrend seen on the Vienna Stock Exchange in1995. Our share price followed the buildingmaterials basket but declined even furtherthan the ATX (Austrian Traded Price Index),from ATS 2.563 to ATS 2,000.

Wienerberger is one of the most liquidstocks on the Vienna Stock Exchange. Total

turnover reached ATS 18.9 billion, thus plac-ing it at number six.

Supported by Austria's political and eco-nomic stability and the resulting investor con-fidence, the Vienna Stock Exchange hasmanaged to recover somewhat since thebeginning of the year. Also, our share pricerose slightly during the first quarter of 1996.

THE WIENERBERGER STOCKin %

Source: Datastreai

SHARE SPLIT. On August 21, 1995 ourcapital was adjusted 2:1 by a share split. Forevery two existing shares, our shareholdersreceived one bonus share. Consequently ourshare price was adjusted from ATS 3,600 toATS 2,400. Thus the liquidity of Wienerbergershares was improved.

Therefore, maintaining our dividend atATS 42 per share - as recommended by theManaging Board - translates into an increaseof 50%. Total dividend payout, including three

contributions in kind during 1995, rises by65%.

INVESTOR RELATIONS. The ongoingcomprehensive information of our sharehol-ders is one of our objectives. The transparen-cy and efforts which were demonstrated havecontributed to Wienerberger winning the twomost sought after Austrian awards:

- WINNER OF THE STOCK EXCHANGEAWARD 1995

This prize is awarded annually by a special-ist's jury composed of analysts, journalistsand investors. This decision was based on thefurther improved information policy. Analystswere very content with the informative annualreport. The press release of the Vienna StockExchange stated: "Additionally, this award

expresses the appreciation by analysts of thehigh level of willingness of the ManagingBoard to cooperate, the policy of providingfrequent and timely information, and thereliability of the Investor Relations represen-tatives."

- BEST ANNUAL REPORT 1994

The Austrian economic monthly "Trend"justified this prize with the clarity and thecomprehensive information of the Wiener-berger Annual Report 1994.

Besides many road shows in Europe andthe US, we also increased the number ofevents for our Austrian shareholders: A share-holder day during which we presented ournew Haiding, Upper Austria, brick work washeld as well as a Wienerberger News Roomon the occasion of the "Gewinn" fair in Vienna.We would like to take this opportunity to thankall our shareholders and analysts withinAustria and abroad for accompanying usalong our way and for their expressed interestin our Investor Relations activities.

If you have any questions regarding theWienerberger share, feel free to contact usvia our

investors' hotline:0043/1/60 192/419or via e-mail:[email protected]

Erhard Schaschl, CEO, Adolf Jessner,Executive Vice President, or Gerhard Bach-maier, IR Manager, will be pleased to provideassistance.

17

REVIEW OF OPERATIONS

19

ECONOMY 1995

In 1995 the GLOBAL ECONOMY wascharacterized predominantly by cooling offtendencies: In the US the tightening ofmonetary policy and the resulting increasein bond yields had - with a certain delay- the expected negative consequences.In Japan the extremely low interestlevel was unable to prevent a stagnation.South East Asia remained a growthregion albeit one which has lost somemomentum as well. In EASTERN EUROPEthe transformation continued and therecovery, from a very low level, was gainingstrength. Towards the end of the year, thepolitical crisis on the Balkans seems to havelost intensity.

In WESTERN EUROPE, the attemptsat reducing the budget deficits to meet twoof the criteria set out in the Maastrichttreaty, proved to be an effective vehicle tostifle demand. On top, the declining valueof the USS deteriorated the competitiveposition of the hard currency countries, whoseexports were also affected by fundamentalchanges within the European ExchangeRate mechanism. The steady decline ofbond yields and the expansive monetarypolicy of most European Central Banks werea welcome counterbalance but proved to beinsufficient to fully outweigh these negativetrends.

AUSTRIA was not yet able to benefit to thefull extent from membership of the EuropeanUnion. Confirming this trend is the rate ofinflation, which receded toward the end of theyear to less than 2%, and the level of exports,which remained distinctly favourable untilautumn. A significant number of internationalcompanies has announced that they intendto make Austria the seat of their EasternEuropean activities, a step which is usuallyassociated with a certain level of greenfield-site investments.

Following an unusually strong first half, theAustrian economy cooled off markedly in thesecond half. Real GDP increased by only1.8%, the total number of employees remainedconstant while unemployment started to riseto 6.6%.

Domestic industry has contributed to thisdevelopment which is all the more impressivein the light of international trends. Outputincreased by 5.5% and productivity grew evenstronger by 6.5%. The combination of a hard-curreny, the opening up of Eastern Europeand the free transfer of goods in the CommonMarket neccessitated - above all in previouslyprotected industries - painful adjustmentswhich in turn led to an unheard of level ofinsolvencies.

At the same time it became all the moreobvious that the Austrian economy wasdrifting away from the criteria set out in theMaastricht treaty. Political discord regardingthe steps to counter this trend led ultimatelyto a break-up of the coalition government andto early elections. In the meantime it has beenpossible to re-establish political consensusand to set out on a path towards restoring thepublic finances.

BUILDING INDUSTRY. In WESTERNEUROPE the building industry has signifi-cantly lost momentum. Real growth amount-ed to just 1.6% and thus fell behindoverall economic growth for the first time inages.

On the one hand, non-residential construc-tion staged a comeback but in itself wasunable to counterbalance the lacklustre trendwhich resulted from the careful attitude oflocal authorities regarding public works ineither construction or civil engineering and thedeclining dynamic in residential construction,on the other hand.

20

Also, regional trends showed differentpictures: While construction activity gained inScandinavia, Portugal and Ireland, it sloweddown in the hard-currency countries, in partic-ular in Germany and Switzerland but also inthe UK.

In the transition economies of EasternEurope, the building cycle booked - from avery low level - a remarkable increase. Inparticular infrastructural and new develop-ments gained whilst residential constructionwas still held back by a lack of funding and anunderdeveloped subsidization system.

In AUSTRIA the incessant upward trend inthe building industry which had started in themid-1980s came to an end in 1995. Totalbuilding volume remained at last year's level.Residential construction (+5%) and renova-tion (+2%) were the sectors which registeredabove-average growth. New housing startshowever, declined disproportionately. In partic-ular, public sector construction and civilengineering saw significant declines. Thistrend was aggravated yet further by therelatively early onset of winter.

BUILDING VOLUME IN EUROPEreal

COUNTRY 1991 1992change in %1993 1994 1995 e

GERMANYFRANCEITALYGREAT BRITAINSPAINBELGIUMNETHERLANDSPORTUGALSWITZERLANDHUNGARYCZECH REPUBLICSLOVAKIAPOLANDAUSTRIA

3.5

0.2

1.6

-7.04.0

3.0

0.6

4.5

-5.6-12.0-23.9-31.6

1.6

5.1

BUILDING VOLUME INSECTORNEW RESIDENTIALCONSTRUCTIONPRIVATE NON-RESIDENTIALCONSTRUCTIONPUBLIC NON-RESIDENTIALCONSTRUCTIONCIVILENGINEERINGRENOVATION/MODERNISATION

1991

4.7

10.0

3.0

3.7

4.0

9.5

-3.00.8

-3.7-6.0

3.5

1.4

2.5

-2.3-3.019.7

7.8

-0.64.9

AUSTRIA1992

8.5

6.5

1.6

1.0

4.0

2.8

-6.0-5.7-1.8-8.1-1.5-3.30.0

-2.0-1.5-7.4

-26.84.3

2.3

1993

10.5

-10.0

2.0

1.0

3.0

7.8

-0.2-3.03.2

1.2

1.5

3.1

1.0

2.0

16.03.1

-5.32.0

4.7

1994

15.0

-8.0

0.5

3.0

4.5

1.9

1.0

0.7

0.7

2.8

1.8

1.8

6.5

-3.61.0

7.4

0.0

4.0

0.7

1995 e

5.0

-4.5

-3.0

-5.0

2.0

HIGHLIGHTS 1995

22

WALL-, CEILING- ANDROOFING SYSTEMS

- Industrial exploitation of the new brick tech-nology at two further plants:

• Gransee, near Berlin, annual capacity100 million bricks

• Lanhofen, Bavaria, jointly owned withSchlagmann, annual capacity 100 millionbricks

- Acquisition of the Sturm Group in Francewhich consists of 15 plants manufacturingbricks and concrete products

- Start of operations of the reconstructedbrick plants Tyn, Cicenice and Lety - theSouth Bohemian Brick Works, annual capac-ity 240 million bricks

- Acquisition of the Czech brick plant Hosto-mice, annual capacity 45 million bricks

- Market entry in Poland, by acquiring theLebork brick work near Gdansk

- Acquisition of a 30% stake in LateriziBrunori which comprises two plants inImola, Italy

PIPE SYSTEMS AND SEWAGETECHNOLOGY

- Start of operations of a Pipelife plant inFatra, Czech Republic

- Integration of five Solvay plastic pipe plantsin Benelux. Spain and Portugal into thePipelife Group

- Increase of the Pipelife stake in PetzetakisPipelife in Greece from 66.6% to 100%

- Increase of the Pipelife stake in Eurotub inFrance from 50% to 100%

- Start of operations of a new plastic pipeplant in Nansha, PRC

- Start of construction of a plastic pipe plantin Chengdu. PRC

TREIBACHER

- Acquisition of a corundum plant in Ruse.Slovenia

- Start of operations of a further furnace inDomodossola, Italy

- Start of construction of a new sieving facilityin Niagara Falls, USA

- Start of construction of a new micro-graining facility in Villach, Austria

- Swap of polishing powders and vacuumcarbides with London and ScandinavianMetallurgical Co., UK

REAL ESTATE/PROPERTY

- Restructuring of the real estate division anddelisting of Wienerberger Immobilien AG

- Opening of the Holiday Inn hotel in theBusiness Park Vienna

- 100% letting out of the Business ParkVienna

- Realisation of real estate developmentsresulting in a profit of ATS 184 million

- Acquisition of a car park in Vienna- Increase of our stake in Aiwa from 35.5% to

a total of 50.1%- Acquisition of an agricultural property of

903 ha in Hungary by Aiwa

STURM - A SUCCESSFUL ACQUISITION

In July 1995, Wienerberger acquired thetwo companies Tuileries Reunies du Bas Rhinand Tuileries Jean Philippe Sturm from theentrepreneur Jean Dominique Sturm.

The origins of the Sturm Group date backto the 16th century. In 1925, through themerger of seven small brick works the founda-tions for the industrial manufacture of brickswere laid. Since the 1950s, Sturm has beenthe market leader in Alsace.

As part of the consideration, Mr Sturmreceived Wienerberger shares. This confirmsthe large trust he places in the future of hisgroup within Wienerberger. Not only did hethus become one of our largest shareholders,but also became an experienced and activemember of our Supervisory Board.

Besides bricks, Jean Dominique Sturmsuccessfully built up a second product line,concrete products. Consequently, Sturmbecame the leading building materials pro-ducer in Eastern France. In the past year, 525employees generated a turnover in excess ofATS 1 billion.

Apart from its home-market France, Sturmexports significant volumes to Germany,Belgium, Luxemburg and Switzerland. ForWienerberger, the integration of the SturmGroup entails the following advantages:

- Market entry into Eastern France- Market leadership in South-West Germany- Lean corporate structure- State-of-the-art plants- Low production costs- Above-average earnings

Furthermore, there are significant synergiesin ceiling elements, girders and lintels.

Soon after the take-over by the Wiener-berger Group one of the most efficient brickworks in Europe, Betschdorf, annual capacity150 million bricks, was completed. It isscheduled to start production during the firstquarter of 1996. Hence. Sturm will be amongthe leading Southwest German brick sup-pliers, too.

23

RESULTS 1995

In 1995 we were able, in spite of steadilyworsening business conditions, to increaseour profits once more. The industrial expan-sion of the group was continued.

SALES. Buoyant growth in all divisions,supported by the acquisition of Sturm, theintegration of five Solvay plants into the Pipe-life Group and better trading conditions forTreibacher Industries were the main reasonsfor our strong sales growth.

Consolidated sales increased by 22% toATS 12.9 billion. All four divisions contributedto this growth in approximately similar pro-portions - which is yet another proof of thevalidity of the portfolio principle.

Wall-, Celling- andRoofing Systems

Pipe Systems andSewage Technology

TreibacherGroup

Real Estate/Property

% ofSales

38%

25%

33%

4%

Change1995

+ 21%

+18%

+ 26%

+16%

24

CAPITAL EXPENDITURE. Additions tofixed assets amounted to ATS 2,834 million in1995. Of these ATS 2,491 million weretangible fixed assets and ATS 343 millioninvestments. Furthermore ATS 2,356 millionwere spent on acquisitions. This correspondswith a cash flow of ATS 2,102 million.

CAPITAL EXPENDITUREAND DEPRECIATIONATS million

ACQUISITIONS. In the Wall-, Ceiling-and Roofing Systems division, the majorevent was the acquisition of the Sturm Group,which was partly financed via a contribution inkind. Further steps to extend our geographicpresence were the acquisition of our first brickwork in Poland, and of a controlling minoritystake in the Italian company Laterizi Brunori.Bramac was also able to continue its dynamicgrowth by establishing sales outlets in Croatiaand Slovakia.

The Pipe Systems and Sewage Technologydivision focused its energies on continuing itsforays into South East Asia, the successfulintegration of the Solvay plants which wereacquired last year, and the consolidation ofKeramo Wienerberger.

Treibacher Abrasives has bought anotherproduction plant in Ruse, Slovenia, in 1995.At the same time, production facilities inAustria, Italy and North America wereexpanded. Treibacher Industries swapped itspolishing powders with vacuum carbides ofthe London based London & ScandinavianMetallurgical Co.

The publicly traded shares of WienerbergerImmobilien were taken over and the publicshareholders received Wienerberger Bau-stoffindustrie shares instead. Our minoritystake in Aiwa was increased to just over 50%- held directly and indirectly.

26

PROFITS. Profit on ordinary activitiesincreased from ATS 1,303 million to ATS1,495 million, an increase of 15 %.

Again, the largest contribution came fromthe Wall-, Ceiling- and Roofing division. Wewere successful in counterbalancing thedecline in our core markets Austria andGermany by acquiring the Sturm Group. Fur-thermore, the positive development of theEastern European brick industry continued.Thus, benefiting from careful expansion andpermanent cost reductions, we were able tokeep profits at last years' record level.

The Pipe Systems and Sewage Technologydivision was characterised by two distincttrends: The Pipelife Group was successful insecuring its position in Europe and in main-taining the good earnings level. Keramo, onthe other hand, was a victim of publicspending cutbacks. Expansion in South EastAsia proceeded as planned.

For the Treibacher Group, 1995 turned outto be a good year. The figures mirror theeffectiveness of our rationalisation measures.Treibacher Industries and Treibacher Abra-sives were both able to significantly improvetheir results even in the light of the weak US$.Last year's loss of ATS 65 million was turnedaround into a profit of ATS 155 million.

Profits at the Property division were posi-tively influenced by two factors:

- 100% letting of the Business Park Viennaand the

- restructuring of our real estate holdingsby merging them with Wienerberger Immo-bilien

Our reaction to the strong profit increasesof the Wienerberger Group in the past fewyears was the issue of bonus shares in the

ratio one-for-two. Moreover, we propose tokeep the nominal dividend constant. Hence,our dividend payout jumps - including lastyear's capital increases - from ATS 177 mil-lion to ATS 292 million, up by 65%.

RESEARCH, DEVELOPMENT AND THE ENVIRONMENT

Higher efficiency, improved product qualityand responsible treatment of the environmentwere the focal issues of our R&D efforts.These three aims were met by the Wiener-berger engineering team after ten years ofresearch into the "new brick technology". Thisnew process introduces the individual (asopposed to the multi-layered) drying andburning process. This results in a significantreduction in the amount of facilities requiredto handle and control the two processesmentioned above. This individual, brick bybrick treatment not only significantly increasesthe quality of the bricks produced, it alsolowers the operating costs by approximately20%. The drying and burning process areboth shortened from between 18-30 hourseach to under six hours each. This newtechnology has been submitted for patentprotection.

For the time being, the new technology willonly be introduced in newly constructedplants. Currently, our high expectations havebeen met in three plants in Upper Austria,Bavaria and the Berlin area:

1. HIGHER EFFICIENCY: Capital expendi-ture requirements are 20% lower. Productioncosts are reduced by 20% as a result of lowerenergy consumption, lower maintenancecosts and lower personnel expenses. One ofthese new brick plants requires only twoworkers per shift, whose job is exclusivelydevoted to supervision.

2. IMPROVED PRODUCT QUALITY: Singlestone treatment not only improves the prod-uct's quality but opens up new perspectivesfor future product development.

3. ENVIRONMENTAL AWARENESS: Smal-ler kiln-volume and the thermal treatmentof exhaust fumes allow us to out-performstringent Austrian environmental standards by

90%. Thus, we are in a position to producethe environmentally friendly product brick in asimilarly considerate manner.

Rationalisation, affordability and improve-ments in housebuilding are both a macro- andmicroeconomic challenge which Wienerbergeris facing as one of Europe's leading buildingmaterials groups. A first step in this directionin wall systems was the groove and tonguesolution. Our latest development, the planebrick, represents a further milestone in ourquest for more affordable housing: This newsystem requires hardly any mortar; additional-ly it is cheaper to lay. Thus, walls made fromthe plane brick are not only cheaper butalso more homogeneous and, hence, simplybetter.

R&D activities within the Pipelife Groupare concentrated in Krems, Austria, andEnkhuizen, Netherlands. At the centre ofPipelife's product development stood theimprovement of our safety product "Gas-stop",a new product development for sewage appli-cations and the coextrusion process. Afterseveral years of successful operation of aplastic recycling system in the Netherlands,this concept was introduced in Austria whereit proved to be an astonishing success, as isevidenced by the collection of 300 tons of oldplastic pipes through 120 collection points. Inthe Belgium clay pipe plant Hasselt, theinstallation of a smoke absorption systemallowed us to set new environmental stand-ards which are far below the maximumlevels permitted. A new development in thesealing of sleeves will be introduced shortly.

Our plant in Treibach, which - as a chemi-cals factory - is always in the limelight ofpublic attention, succeed in gaining thepublic's trust through a bundle of environ-mental measures, transparency and aware-ness to citizens' concerns and was honoured

28

HUMAN RESOURCES

by the award of the title "TransparentFactory". Again, in 1995, more than 5,000neighbours visited the plant to gain first handinformation. Apart from environmental impro-vements, Treibacher Industries also continuedits innovative tradition in product devel-opment: the recovery of vanadium fromhydro-demetallization-catalysts from refin-eries, the recovery and separation of vanadiumand nickel from combustion residues in petrolrefineries, process engineering to allow thecheaper production of ferro-molybdenum andferro-vanadium were the main R&D topics.Treibacher Auermet, a 100% subsidiary ofTreibacher Industries successfully conductedresearch into the EURAM project whichsearches for cheaper battery alloys for use inelectric vehicles. Treibacher Abrasives devel-oped a new corundum product characterizedby micro-crystalline graining. The newlygained insights are scheduled to be applied atother product qualities.

The operation of ecologically watertightlandfills in which we offer the monitoreddisposal of residues, closes the circle aroundbusiness and the environment within theWienerberger Group. We have proved onmany occasions that economy and ecologyare not by their very nature mutually exclusive.

The 1995 Wienerberger Management Con-ference was held under the slogan "Compet-ing for the future". We thus gave expressionto the importance which we attach to Wiener-berger's future.

Within the framework of this meeting, acomprehensive series of seminars wasorganised for our internationally mindedmanagers. The dynamisation of our corporatestrategies, successful development of leanmanagement, leadership with cultural aware-ness and, most importantly, the optimisationof the customers' utility were the individualtopics which mirror the strategic and culturalimperatives of the Wienerberger Group.

Entrepreneurship, which is the desiredand fostered attitude of our employees isnot only part of our corporate identitybut also one of the main reasons for oursuccess. This way of thinking is guided by aclear cut, simple strategy. The strategy isembodied in two letters, "C&C = Concentra-tion and Consistency" which may be translatedas: Do only a few things but do them simplybetter.

According to this paradigm, every employeeis expected to define discrete targets for hisor her particular job. As our employees arenot expected to follow somebody else'sstandards, this method yields superior moti-vation. This thinking has set free a momentumof its own, which is continously gainingstrength. Wienerberger is a company wherethe WE is firmly placed on top of egocen-tricity. Hierarchies are flat, decisions quicklyreached. These attitudes promote courage,speed and harmony.

In 1995 the group employed on average6,418 persons. Currently, more than two-thirds of these entrepreneurs work outsideAustria.

29

PERFORMANCE OF STRATEGIC BUSINESS UNITS

31

ATS MILLION

SALES

OPERATING PROFIT

PROFIT ON ORDIN. ACT.

CASH FLOW

1994

4,047

898

859

1,219

1995

4,917

1,000

882

1,169

CAPEX

EMPLOYEES

CASH FLOW/SALES

SALES/EMPLOYEE

1994

1,089

1,985

30.1%

2.0

1995

1,656

3,285

23.8%

1.5

In 1995 the traditional core business of theWienerberger Group was able to increasesales and to maintain last years' earningslevel.

The Wall- and Ceiling division and ourinvestments in roof-tile manufacturers showedthe following developments:

WIENERBERGER ZIEGELINDUSTRIE.More than any other division, Walls andCeilings benefited in the past few years fromthe unusually strong expansion of buildingvolume. As a consequence of market declinesand excess capacities, 1995 saw lower salesand profits in Germany, which were offset bythe acquisition of Sturm.

In AUSTRIA, as a result of intensive marketpenetration we were able to defend ourmarket dominance as the new Porothermplane brick was introduced successfully. Inparticular in the second half of 1995, we feltstrong pressure on prices, which we expect tocontinue in 1996.

In GERMANY, the exceptional boom inhousebuilding which lasted for the past fewyears, came to an end in 1995 and resulted ina dramatic decline, mainly in WesternGermany. Concurrently, a number of plantsbegan operations in the eastern part of thecountry, which led to vast overcapacities thusheating up competition in an otherwiseinteresting market. Naturally, pressure onprices was the outcome. Wienerberger wasprepared for this scenario, although it cameearlier than expected, by establishing anetwork of low-cost production plants. In theBerlin area, our Gransee plant, which usesour new technology, started operations. InBuldern, North Rhine Westfalia, and Muhl-hausen, Thuringia. new developments will bestarted shortly, thus replacing older, non-competitive plants. In this way we are improv-ing our cost structure and our competitiveposition. Our 50% joint venture, Schlagmann,also constructed a new plant in Lanhofen,

Bavaria, in which our new technology wastested. All in all, we still managed to achieve arespectable result in Germany even thoughwe had to deal with a changed environmentand extraordinary capital expenditure chargesand hence could not repeat the 1994 per-formance.

By acquiring the Sturm Group we enteredthe FRENCH market in Alsace. This Groupconsists of three hollow brick works, a fourthplant started operations in the first quarter of1996, one roof tile plant and eleven concreteplants for hollow blocks and pavers. A largeproportion of sales - especially in bricks - isderived from Germany. In spite of decliningprices in the last few months of 1995, theSturm Group was able - strongly helped byconcrete operations in Eastern France - toimprove its earnings from last year's recordlevel.

Our ITALIAN operations in Feltre and Bellunowhich we acquired at the end of 1994, weresubject to capital expenditure programs tolower production costs. As a result of extra-ordinary charges relating to the acquisitionand the capex programme, as well as difficulttrading conditions resulting from excess capac-ities, we did not yet see a positive earningscontribution. To extend the market basefurther, we acquired a 30% stake in LateriziBrunori, which comprises two brick works andhas a strong regional position in Imola.

In HUNGARY the dominant event in 1995was the introduction of the groove and tongueproduct line. Capacity in girders and lintelswas raised to satisfy higher demand. Overall,1995 demonstrated for the first time HungariaWienerberger's full earnings potential. Evenafter some painful devaluations of the Hun-garian Forint results in terms of AustrianSchillings are markedly higher than last year.

At the beginning of 1995 we acquired thebrick works in Hostomice, CZECH REPUBLICwhich soon thereafter underwent reconstruc-

34

PRODUCTS: Wall Systems: Hollow Bricks, Facade Bricks, Clinkers and Facing Bricks.Ceiling Systems: Brick Based Ceilings, Ceiling Elements. Roofing Systems: Clay Tiles, ConcreteTiles. Chimney Systems. Paving Bricks. Concrete Products. GROUP COMPANIES: Wiener-berger Ziegelindustrie (100%), Bramac Dachsysteme International (50%), ZiegelwerkeGleinstatten (25%). PLANTS: 89 plants in Austria, Germany, France, Italy, Hungary, Croatia,Czech Republic, Slovakia, Slovenia and Poland.

tion. Further investment projects were aimedat modernising the South Bohemian BrickWorks. Resulting standstills and unforeseenexpenses had a negative effect on the operat-ing result. In the second half of 1995, ourmajority stakes in different companies in theCzech Republic were merged into "Wiener-berger Cihlarsky Prumysl", thus paving theway for the exploitation of synergies andrationalisation potentials.

In SLOVAKIA, output from our brick plant,which started operations in 1994, was raisedas scheduled and subsequently sold on thedomestic market. To further strengthenWienerberger's position we prepared theintroduction of the Porotherm groove andtongue system. Our expectations for 1995,which were rather modest in the light of highinterest expenses, were fully met.

BRAMAC. The leading concrete roof tileproducer in the Danube area, in whichWienerberger has a 50% stake, furtherimproved its market position in 1995. Newmarkets in Slovakia and Croatia and newproducts in Austria, e.g. the contur tile andthe roof window permitted a further salesincrease. Our results were held backsomewhat by exceptional costs associatedwith the opening up of new markets inEastern Europe.

In AUSTRIA, Bramac was able to claim forthe first time market leadership in roofingfollowing a significant volume increase. As aresult of Bramac's reliance upon the housingsectors modernisation/renovation the com-pany was largely unaffected by the stagnantbuilding volume in Austria in 1995.

In HUNGARY, we secured our marketposition following an increase in sales of ourlocal subsidiary. As a result of some structuralchanges the gravel producer Lasbra managedto achieve a turnaround in 1995. In SLOVENIA,we consolidated our market leadership andincreased volumes significantly by exporting

to Croatia. A 65% sales increase in theCZECH REPUBLIC surpassed even our mostoptimistic forecasts. Our SLOVAKIAN salesoutlet managed to triple sales in its secondyear of operations.

CLAY TILES GLEINSTATTEN. Our25% subsidiary Ziegelwerke Gleinstattenincreased both sales and profits in the re-porting period.

In AUSTRIA, all our plants were working ator near full capacity. Especially encouragingwas the volume increase in pressed inter-locking tiles.

In HUNGARY, both Jamina and Csornawere able to improve sales and earnings.Investment programmes to stabilise qualityand to expand capacity all proved highlyeffective.

In the CZECH REPUBLIC, constructionstarted in autumn for a new pressedinterlocking tile plant in Hranice. We expect tostart production in the third quarter of 1996.As a consequence of this new development,production of bricks was terminated inHranice. Slapanice was able to increase salesdecisively, thereby nearly breaking even.

In December 1995. Ziegelwerke Gleinstat-ten signed the contracts to acquire the tileproducer Zagorka in Bedekovcina nearZagreb, which was originally founded byWienerberger in the 19th century. We intendto build up a new clay roof tile plant at thisstrategically important location, from which wecould supply the CROATIAN-BOSNIAN market.

35

ATS MILLION

SALES

OPERATING PROFIT


CASH FLOW

1994

2,745

245

213

232

1995

3,238

226

168

307

CAPEX

EMPLOYEES

CASH FLOW/SALES

SALES/EMPLOYEE

1994

252

1,229

8.5%

2.2

1995

312

1,483

9.5%

2.2

38

With a 25% share in total group sales,Pipe Systems and Sewage Technologyhas transformed itself into the secondcore business of the Group within only fiveyears.

Our strategic objectives are straight for-ward:

• Cost leadership• Closeness to our markets• International expansion• Innovation

In 1995 the division was able to competesuccessfully, despite a tougher economicenvironment and declining building volume inits main markets, volatile PVC prices andintensified competition as a result of excesscapacity.

Declining volume in waste water treatmentin our principal market, Germany, and theextremely intense competition, which resultedfrom overcapacities, obliged us to introducestringent cost-cutting programmes at KeramoWienerberger whose full effect will first be feltduring the running year. Temporary standstillsof a few factories were intended to adjustproduction capacity to market demand.

For the Pipelife Group, our 50:50 jointventure with the Belgian Solvay Group, 1995was the most successful year in its history. Inspite of a declining housing market, we wereagain able to increase last year's excellentresults. Pipelife's expansion was continued.

In China, the expansion of our plastic pipeactivities was forcefully pushed ahead. Atpresent the group owns majority stakes infour plastic pipe plants in Singapore, Bruneiand China as well as a clay pipe plant inMalaysia. One plant in China is currentlyunder construction; another one, in Shanghai,is in the development stage.

The business unit Pipe Systems and Sewa-ge Technology currently operates 28 plantsand numerous sales outlets in 17 countries.Consolidated sales were ATS 3.2 billion thussetting a new record. Profits on the otherhand, which were affected by closure expen-ses and a dramatic reduction in prices andquantities, amounted to ATS 168 million,representing an unexpected decline com-pared with last year.

We do not expect any improvement intrading conditions in 1996. However, theongoing rationalisation and cost-cuttingprogramme should yield constant sales andimproved earnings.

PIPE SYSTEMS AND SEWAGETECHNOLOGY. Our domestic activitieswere concentrated on the development ofnew fields for Duroton products.

In South East Asia, our new Nansha plant,PRC, commenced operations during 1995.Despite cultural differences, cooperation withour Chinese joint venture partners is satis-factory. 1996 will see further expansion of ouractivities in China.

PIPELIFE. After acquiring 50% stakes inpreviously Solvay owned plastic pipe plants inBelgium, the Netherlands, Spain and Portu-gal, we successfully integrated these plantsinto the Pipelife Group during 1995.

Towards the end of the year, Pipelifeincreased its stake in the French plastic pipemanufacturer Eurotub and in the Greek plasticpipe company Petzetakis Pipelife, from 50%and 66.67%, respectively, to 100% each. Ourgeographic expansion was continued byestablishing a sales outlet in Poland and bybuilding up a distribution affiliate in Slovenia.

Even under the pretext of a decliningbuilding volume, which is caused by publicspending cuts, the Pipelife Group managed toincrease both sales and profits.

In AUSTRIA, the building industry as awhole lost momentum. This led to a consider-

PRODUCTS: Clay Pipes for Waste-Water Disposal. Plastic Pipes for Water Supply andDisposal, Irrigation, Gas-Supply, Cables, Drainage, Electric Installations and District Heating.Duroton-Prefabricated Parts. COMPANIES: Wienerberger Rohrsysteme und Abwassertechnik(100%), Keramo Wienerberger (100%), Pipelife International Holding (50%). PLANTS: 28 plantsin Austria, Belgium, Czech Republic, France, Germany, Greece, Hungary, Netherlands, Portugal,Spain, Turkey, China, Malaysia and Singapore.

able reduction in quantities. Still, someproduct lines such as sprinklers were able toreport gains.

In GERMANY, excess capacities wereexercising strong pressure on quantities andprices. Well-targeted cost-saving measures,the introduction of trading products as well asnew developments in waste water disposalhelped to improve profitability.

Also in FRANCE, competition heated upand Pipelife experienced volume declines inseveral products which were neverthelesscountered by cost reduction programmes.

The austerity budget in HUNGARY took aheavy toll on our business with public authori-ties. This was partly offset by extending theproduct range.

In the NETHERLANDS, DrakaPolva wasbrought into the Pipelife Group and subse-quently changed its name to PolvaPipelife.Favourable trading conditions allowed a slightsales and profit increase.

In BELGIUM, a difficult economic environ-ment resulted from domestic excess supplyand overcapacities in neighbouring countries.Permanent rationalisation measures and costcutting as well as product innovation allowedus to increase both sales and profits.

In SPAIN, the groundwork has been laidfor the merger between Tubos Saenger andTureplastic into Pipelife Hispania. Comparedwith 1994 profitability increased.

Production in the CZECH REPUBLICbegan towards the middle of 1995. Until now,the performance of Pipelife Fatra met ourexpectations.

In spite of a testing economic environmentin TURKEY with an inflation rate of 82% arecord result was achieved in 1995.

At the end of 1995, the Pipelife Group had20 plants in 11 European countries which arecomplemented by sales outlets in Slovakia,Slovenia, Poland and Romania.

KERAMO WIENERBERGER. This company which is a 100% subsidiary since thebeginning of the year was able to defend itsposition in the European sewage market in

spite of the most adverse economic con-ditions.

It was characterized in the past year byintensified competition, a declining buildingindustry and completely unsatisfactory prices.The country that was hardest hit wasGERMANY, which is the main market forKeramo Wienerberger. We assume that thedrying-up of public funds was responsible forthe 20% collapse of the waste water market.Keramo Wienerberger was one of the victimsof this development.

Keramo Wienerberger was early in prepar-ing for such a scenario: it introduced rationali-zation measures and restructured the com-pany. Partial standstills adjusted capacity, ourproduct range was streamlined and logisticswere optimised. At the same time a painfulcost cutting programme was started, whosefull effect will be seen in 1996. Thus we wereable to contain the negative consequenceswhich would inevitably have resulted followingvolume and price declines.

Our cooperation with the leading CZECHclay pipe manufacturers, which operates ajoint distribution company, further cementedthe grip of clay pipes on the Czech sewagemarket.

In BELGIUM, Keramo Wienerberger ex-ploits its advantages as a domestic producerand is the clear market leader. Our successfulcooperation with Vlario and Hydrobel allowedus further to improve this position.

As the AUSTRIAN market leader, KeramoWienerberger was able to improve the marketshare of clay pipes for public works and toincrease the volume sold.

Our Kuala Lumpur plant, MALAYSIA,increased productivity by lowering therejection rate.

39

ATS MILLION

SALES

OPERATING PROFIT


CASH FLOW

1994

3,389

- 15

-65

107

1995

4,267

192

155

241

CAPEX

EMPLOYEES

CASH FLOW/SALES

SALES/ EMPLOYEE

1994

142

1,455

3.2%

2.3

1995

259

1,512

5.7%

2.8

Treibacher is the venture field in theWienerberger portfolio. As opposed to build-ing materials, its business is a global one.

Managing the volatilities in this businessrequires special efforts in terms of productinnovation and cost minimisation. With this inmind, an ambitious cost cutting and restruc-turing programme was started two years ago.Two lean companies, Treibacher Industriesand Treibacher Abrasives were the result ofthe reorganisation.

Both companies benefited from an improv-ed economic climate; this, together with thecost reductions, resulted in a turnaround.

TREIBACHER INDUSTRIES. Followingthe trend at our major customers for ferro-alloys, the European steel industry, worldwidespecial steel sales started to experience signif-icant growth again. Also, hard metals showedsome favourable developments.

In the reporting period the following divi-sions, Alloymet, Powdermet and the Treibachersubsidiaries Auermet and Aktivsauerstoffwere ISO 9001 or ISO 9002 certified.

In close cooperation with independentexperts and the Carinthian Authorities, thenickel roasting plant started a trial period forthe extended disposal of hazardous waste. Asa result, emissions and immissions wereshown to be well below all thresholds per-mitted by law. Thus, we are optimistic thatpermission to operate the plant will be grant-ed during the second quarter of 1996. Inferro-alloys, new market positions were builtup and important customers were linked withus via long-term contracts. In metallic alter-natives, our purchase marketing was continuedsuccessfully.

Towards the end of 1995 we agreed withLondon & Scandinavian Metallurgical (LSM)to swap vacuum carbides and polishingpowders. As a result of this agreement,

Treibacher Auermet transferred its polishingpowders business to LSM and our Powdermetdivision received LSM's hard metal business.Hence, Treibacher Industries will be theworld's number two supplier of vacuumcarbides. To fully exploit resulting opportuni-ties, capacity in tungsten carbides wasincreased and rationalisation and enlarge-ment programmes in vacuum carbides wereintroduced.

In the future Treibacher Auermet willconcentrate on its core activity flints and thegrowth area of battery alloys as well as thepotentially large market of rare earth com-pounds.

Our Aktivsauerstoff joint venture with ourlong-term business partner Degussa Austria,in which we hold 49%, started operations atthe beginning of 1995 and met all expectationsof synergies.

Together with its subsidiaries, TreibacherIndustries managed to increase its sales -following last year's strong increase - by yetanother 37%. One precondition for thissuccess was quantity increases in ferro-vanadium, ferro-molybdenum and tungstencarbides as well as higher prices for our mostimportant alloys. Already at the end of 1994, astrong price increase in molybdenum andvanadium set in, which led to record prices inthe first quarter of the reporting period. Sub-sequently, prices gradually started to declineand then picked up again in the second halfof the year. Vanadium oxide and ferro-alloys both reached their highest productionoutput ever, and thus a highly satisfactorycapacity utilisation. Additionally, productivitywas further increased. Production capacitiesfor hard metals and peroxides were used tothe full.

Treibacher Industries was able to achievea highly satisfactory profit level. Thus, thedesired effect of the restructuring ofTreibacher Chemicals was fully exploited.

42

TREIBACHER INDUSTRIES

PRODUCTS: Ferro-Alloys. Hard-Metal Base Materials. Flints, Misch-Metals and Rare EarthAlloys. Peroxide. One PLANT in Austria.

TREIBACHER ABRASIVES

PRODUCTS: Corundum and Silicium-Carbide. PLANTS: Six plants in Austria, Italy, Slovenia,Canada and USA.

Capital expenditure for tangible fixedassets amounted to ATS 27 million.

At year-end Treibacher Industries employed450 people, 6% less than in the precedingperiod. Treibacher Auermet's employmenttotal declined by 7% to 102.

TREIBACHER ABRASIVES. The firsthalf of 1995 saw a strong increase in demand,which allowed all our plants to operate ata very high level of capacity utilisation.However, towards the end of the secondquarter, we noticed first signs of a slackeningin demand.

exports and optimised production costs. Theoperations in North America have not yetstarted to feel the effects of the rationalisationand optimisation steps taken during thesecond half of 1995; results remained nega-tive. The new construction of the crushingand milling facility for brown regular should,however, improve results.

Our restructuring efforts were concentratedon optimizing product allocation. This refers tothe bundling of product lines at one selectplant to ensure economies of scale while onthe other hand meeting the imperative ofbeing close to our customers.

One of the most important events of 1995was the acquisition of a corundum plant inRuse, Slovenia. Another project of paramountstrategic importance was the preparation of ajoint venture with H.C Starck, a Bayer sub-sidiary, which leads to the merger of thecorundum activities of the two companies.

Our capital expenditure budget was un-usually large, amounting to ATS 154 million. Itconsists of one micro-powder plant in Villach,Austria, the upgrading of the Domodossolaplant, Italy, and the Ruse plant, Slovenia, andthe construction of a new crushing andsieving facility for brown regular in NiagaraFalls, Canada.

In Villach, Austria, our restructuringmeasures have resulted in a significantincrease in profitability in spite of the stilldepressed price level. Our new plant inSlovenia achieved all its targets. Also, in ourItalian plant in Domodossola we had goodearnings which were derived from highcapacity utilisation combined with strong

43

ATS MILLION

SALES

OPERATING PROFIT


CASH FLOW

1994

372

215

296

490

1995

433

256

290

385

CAPEX

EMPLOYEES

CASH FLOW/SALES

SALES/EMPLOYEE

1994

1,251

134

-

2.8

1995

607

138

_

3.1

46

Wienerberger owns extensive real estate,whose origin lies in the brick production. Ouraggregate holdings have greatly expandedin the past few years - a byproduct of ourindustrial expansion, both domestically andabroad. It is composed of factory sites, rawmaterial sites, agricultural land, building landand potential building land.

In the reporting period, this division under-went important structural changes by mergingthree sectors, namely:

- waste treatment, comprising the landfills ofMineralstoffverwertung,

- car parks, organised in WIPARK Garagen,and

- property development, whose major projectis the Business Park Vienna,

under one roof, the newly structuredWienerberger Immobilien.

WIENERBERGER IMMOBILIEN. Inspite of good business conditions, the shareprice of the listed company was laggingbehind, trading volume was low and ratherhigh regulatory costs could not be justified inthe light of a free float of just 7%; hence wedecided to merge Wienerberger Immobilienwith a subsidiary of Wienerberger Baustoff-industrie.

To further exploit potential synergies, it wasdecided to merge Wienerberger Baustoffindu-strie's operating real estate activities into our100% subsidiary Wienerberger Immobilien.

Our extensive raw materials sites and ourremaining property will not be affected by thisrestructuring.

WASTE TREATMENT. Our landfill inBaden, Lower Austria, which was opened in1994, recorded good trading conditions. All inall, revenues in the operation of landfills aresatisfactory. For 1996 we expect the inaugu-ration of another waste-dump near Vienna.

CAR PARKS. Wipark Garagen currentlyruns 19 car parks, comprising some 7,000parking spaces. One car park in Graz, Styria,is let. Another car park, near the Sudbahnhoftrain station in Vienna, which will have 600parking spaces is currently under construc-tion. For two further projects in Vienna, plan-ning is nearly finished. The decision to con-tinue will be taken as soon as the full effectsof the new parking law in Vienna, which weexpect will entail important changes for thisbusiness, are fully analysed.

PROPERTY DEVELOPMENT. As a resultof the general economic decline, the aggre-gate supply of newly built office space declinedfrom 300,000 rrr to 100,000 m2 in 1995. Thevacancy rate of offices receded somewhat to7%. A majority of the unused office space ofsome 400,000 m:J is situated in older build-ings, whose infrastructure and technicalequipment does not satisfy today's standards.However, larger office space of over 2,000 m2

is in short supply, which we expect to last forthe time being.

In 1995 our efforts focused on the BusinessPark Vienna development, whose finalcompletion took place in March 1995. Theunusually high acceptance of the projectamong tenants is the result of the "livingoffice" concept, which offers tenants and theiremployees a wholistic working environmentwhich provides facilities and amenities tomeet everyday's needs. Hence, we were ableto let 100%.

For 1996 we anticipate that demand willoutpace new construction and thus will lead toa decline in the vacancy rate. In our opinion,the trend towards first rate office space willcontinue.

The next stage envisages the transfor-mation of the Business Park Vienna into aWienerberg City, a local centre, comprisingoffices, apartments, shops, a school, a homefor the elderly and a nursery. In this context

SERVICES: Acquisition and Management of Property to Secure the Supply of Raw Materialsand the Investment in Real Estate. Property Development. Construction and Management of CarParks. Construction and Management of Landfills and Hazardous Waste Disposal Sites. Stove-TileManufacture. Treasury and Procuration of Funds. Insurance-Services. COMPANIES: Wiener-berger Immobilien (100%). Wipark Garagen (100%). Wienerberger Ofenkachel (100%). Wiener-berger Versicherungs-Service (60%). "Aiwa" (50,1%).

we realised an architectural competition in1995 to explore possibilities for the redesigna-tion of a 60,000 m? plot of land.

ALWA. Is one of Austria's ten largest privateowners of agricultural land and forests. Itsland holdings were further increased to25,000 ha (62,000 acres) by acquiring 903 hain Hungary. Profitability is satisfactory. In thereporting period Wienerberger acquired 25%of Grundstucks- und Gebaudeverwaltung,which in turn owns 62% of Aiwa. Thus, ourstake in Aiwa increased - directly and indirectly- from approximately 35% to just over 50%.

WIENERBERGER OFENKACHEL. In1995, the Walbersdorf stove-tile plant, Pan-nonia, continued to be successful with itswell-focused product range. Business washighly satisfactory.

WIENERBERGER VERSICHERUNGS-SERVICE offers insurance services to thesubsidiaries and other companies of theWienerberger Group. As a consequence ofhigh insurance sums, premium income wasfurther raised.

TREASURY AND INVESTMENT. Thisarea which is administered by the parentcompany's controlling department, invests thegroups' excess liquidity. Returns were aboveaverage, in spite of generally lower interestrates.

47

OUTLOOK

48

SCENARIO - STRATEGY - MEASURES- BUDGET - VISION. The economicSCENARIO is characterised by opposingtrends in Western and Eastern Europe. Onthe one hand, in Western Europe the negativetrend will almost certainly be further exacer-bated while, on the other hand, economicrecovery in the East will gain momentum. Tomake matters in Western Europe worse,public spending cutbacks to reduce publicdeficits with a view to meeting the Maastrichtcriteria will - if anything - increase.

The long-lasting growth of the housingmarket in Austria and Germany has alreadystarted to lose strength in the second halfof 1995 and will certainly recede furtherin 1996. Another sword of Damocles isthe strong increase in production capacitybuilt up during the latest economic boom.The obvious consequences will be pricewars with their subsequent pressure onmargins.

The bright spot, however, is the TransitionEconomies, namely Hungary, the CzechRepublic, Slovakia, Poland and the successorstates of Yugoslavia which have a lot ofcatching up in housing construction lyingahead. 1996 should see strong demandfrom these countries. Furthermore, ourmarkets in South East Asia will remain agrowth area with vast as yet untappedpotential.

The problems in our core markets, whichwere presented earlier on, make 1996 achallenging year. Declining demand andexcess capacities will result in pronouncedpricing competition. This trend was aggravat-ed yet further by the unusually long andsevere winter which practically halted allbuilding activity between November 1995 andmid April 1996.

Our common ground with our competitors isthat we are all operating under the same sky.thus we expect to be able to distinguish usfrom them.

Wienerberger's STRATEGY in this chal-lenging year will be focused on three mainaspects:

- Continued cost reduction programmes- Further concentration on our core businesses- Continued expansion and strengthening of

our leading position

According to the portfolio principle, Wiener-berger's activities are spread over differentproducts and markets. The result not onlyopens up new opportunities but also mini-mises risk. Currently our industrial activitiesare spread over 125 production plants in21 countries. Our strategic imperative isaccordingly: GLOCAL - global thinking andlocal acting.

- Our traditional core business, Wall-,Ceiling- and Roofing Systems, anticipates amaterial decline in profitability. Pressure onour margins in Germany and Austria willnot be offset by encouraging trends inour newly developed markets in EasternEurope. We are prepared to react in aregionally differentiated manner:

• In our major markets - Austria, Germanyand France - we can rely on modern,low-cost factories. To exploit their manu-facturing cost advantages we intend toswitch production from older plants. Eachand every resulting competitive advantagewill be used to secure and extend ourmarket share.

• In our recently developed markets -Hungary, the Czech Republic, Slovakiaand Italy - we will fully exploit the remain-ing potential for improvements and ourexpansion will be prolonged.

• Market entry in future markets such asPoland and Croatia will complement ourgeographical reach.

- In our second core business, Pipe Systemsand Sewage Technology, we expect a slight

increase in profits. Cost reductions on amassive scale in our clay pipe subsidiaryare expected to lead to a friendlier result inthe running year. Pipelife will continue itsexpansion and we expect again a satis-factory profit level. Target markets for thegroup are Eastern Europe - in particularPoland - and Italy. Regarding South EastAsia we intend to expand our activities firstand foremost in China.

- Treibacher Industries is expected to repeatlast year's strong performance. In themedium term, however, double-digit growthrates in the steel industry will not besustainable. Therefore a consolidation ofthe earnings level, even under worsetrading conditions for the steel industry,remains our objective.

Treibacher Abrasives will continue theexpansion of its relatively low-margincorundum activities. Towards this aim, thejoint venture with H.C. Starck promisesincreased competitive strength and the useof considerable synergies.

- Our newly structured property division isexpected to report significantly higherearnings in 1996 and should thus help tooffset the current pressure on margins inthe brick division. On the agenda for 1996are: further development of the BusinessPark Vienna into a Wienerberg City and therealisation of real estate developments.

During the first quarter of 1996 the follow-ing MEASURES were taken:

- Lease of the Speyer brick plant in South-West Germany from Erlus

- Production of the first brick in the newBetschdorf plant which is part of the SturmGroup and has an annual capacity of150 million bricks, making it one of thelargest plants in the Wienerberger Group

- Market entry of Wienerberger Ziegelindu-strie in Croatia by concluding the first jointventure agreements

- Participation of Ziegelwerke Gleinstattenin Zagorka, a clay tile plant near Zagrebwhich was founded in the last century byWienerberger

- Completion of a new plastic pipe plant inChengdu, PRC

- Joint venture agreement with H.C. Starck, a100% subsidiary of the German BayerGroup which brought its Laufenburg plantinto our subsidiary Treibacher Abrasives

- Acquisition of a 114 ha property in Austriathrough Aiwa

- Finishing of the international architecturalcompetition to develop the second stage ofthe Business Park Vienna, which will thenbe known as Wienerberg City as it willconsist of 1,000 apartments, a school, ahome for the elderly and two further high-rises which will accommodate offices.

Our 1996 BUDGET anticipates stagnantsales and a slight earnings decrease. Inrealising our budget we were strongly affectedby the severe winter in continental Europe,which brought housing and in particular civilengineering practically to a halt. As a conse-quence, sales and profits in the first quarterwere far behind last years' figures. It will bean uphill struggle trying to catch up during theremaining three quarters. Nevertheless, weremain confident that the challenging year1996, though not bringing another recordresult, will see, judged by its own merits, anabove average performance. These expecta-tions are further amplified by our intention todifferentiate ourselves from our competitorsand that we will be even stronger in the future.

Our VISION remains unaltered: Wiener-berger - an Austrian Group internationalleader in bricks and pipes.

49

FINANCIAL STATEMENTS 1995

WIENERBERGER BAUSTOFFINDUSTRIE

AKTIENGESELLSCHAFT

Balance Sheet as at December 31. 1995

Profit and Loss Account

for the Year ended December 31, 1995

Changes in Fixed Assets

Changes in Untaxed Reserves

51

Prepared in accordance with AustrianAccounting Standards. Adjustments havebeen made to improve clarity forUK/US GAAP users.

BALANCE SHEET AS AT DECEMBER 31, 1995

52

ASSETS

A. Fixed Assets1. Intanaible Fixed Assets

Concessions, patens, licences and similar rights

II. Tangible Fixed Assets1. Freehold and leasehold land

and buildings2. Undeveloped property3. Plant and machinery4. Fixtures, fittings, tools and equipment5. Prepayments and plants in the course

of construction

III. Investments1. Subsidiaries and related companies2. Other investments

B. Current AssetsI. Debtors

1. Trade debtors2. Amounts owed by group

companies3. Amounts owed by related

companies4. Other debtors

II. InvestmentsOther investments

III. Cash at bank and in hand

C. Accrued Expenses

Contingent Claims

Status as atDec. 31, 1995

ATS

19,808,482

266,484,215231,208,463

17,0899,877,606

1,348,795508,936,168

6,625,410,098541,417,807

7,166,827,9057,695,572,555

2,002,866

1,015,331,298

30,323212,658,855

1,230,023,342

1,505,385,079

182,735,0192,918,143,440

1,912,667

10,615,628,662

4,265,213,275


ATS

56,995,103

273.985,310146,446,818

10,809,7549,837,143

0

441,079,025

4,459,104,229533,522,979

4.992.627.2085,490,701,336

22,039,057

1.888,800,517

948.634303,215,050

2,215,003,258

966,258,130

60,124,6173,241,386,005

1,061,568

8,733,148,909

2,264,433,778


A. Shareholders Equity1. Called-up share capital

II. Capital reserves1. Share premium account2. Additional capital paid in

III. Retained earninas

IV. Profits1. Profit brought forward2. Net profit

B. Untaxed Reserves1. Reserves under Income Tax Act 19722. Reserves under Sect. 10 Income

Tax Act 1 9883. Reserves under Sect. 12 Income

Tax Act 1988

C. Provisions1. Provisions for severance payments2. Provisions for pensions3. Provisions for taxes4. Other provisions

D. Creditors1. Bank loans and overdrafts2. Trade creditors3. Amounts owed to group companies4. Amounts owed to related companies5. Other creditors

E. Deferred Income

Contingent Liabilities


ATS

694,553,100

6,177,425,628434,177,419

6,611,603,047

769,449,345

252,822292,021,590292,274,412

8,367,879,904

739,897,210

2,760,511

226,698,334969,356,055

15,667,00064,713,0005,478,000

72,477,365158,335,365

500,004,1673,980,949

500,239,94472,600

115,579,6781,119,877,338

180,000

10,615,628,662

4,265,213,275

LIABILITIES

Status as atDec. 31. 1994

ATS

422,078,200

4,893.731,714434,177,419

5,327,909,133

614,402,774

213,594177,312,072177,525,666

6,541,915,773

701.242.747

2.294,588

223,264,230926,801,565

12,775.31459,882,07028,380,00074,574,773

175,612,157

8.502,0935,172,148

1,052,004,1630

22,961,0101,088,639,414

180,000

8,733,148,909

2,264,433,778

53.

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDEDDECEMBER 31, 1995

54

1. Sales

2. Other operating incomea) Profits on the disposal

of fixed assetsb) Profit on the release of

provisionsc) Other income

3. Personnel expensesa) Wagesb) Salariesc) Severance payments and

pensionsd) Mandatory social security

contributionse) Voluntary social security

contributions

4. Depreciation

5. Other operating expensesa) Taxesb) Other

6. Subtotal 1. to 5.

7. Income from investments

8. Interest income, securities- andsimilar income

9. Profits on the disposal of investments

10. Provisions against investments

11. Expenses relating to fixed andcurrent investments

12. Interest and similar expenses

13. Subtotal 7. to 12.

14. Profits on ordinary activities

ATS

192,311,695

2,337,18910,893,678

1,366,99640,552,759

12,717,581

6,799,115

1,466,731

1,902,11848,333,654

1995ATS

68,008,731

205,542,562

-62,903,182

-23,810,332

-50,235,772

136,602,007

223,210,013

233,467,995

125,010

-762,096

-608,767

-76,705,627

378,726,528

515,328,535

ATS

162,488,218

478,78814,498,583

1,313,44540,341,518

9,224,960

6,684,518

1,327,006

2,587,05639,992,701

1994ATS

68,295,919

177,465,589

-58,891,447

-34,663,018

-42,579,757

109,627,286

262,908,356

165,275,758

15,775,522

-1,982,583

-21,576,597

-39,436,700

380,963,756

490,591,042


Wolfgang Reithofer

Vienna, March 1996

The Managing Board

Erhard SchaschlChief Executive

Paul Tanos

As the result of our due audit we can certify that the accounting records and the financial statements complywith the legal regulations. The financial statements give a true and fair view of the company's assets, theliabilities, financial position and profit or loss in conformity with generally accepted accounting principles. Themanagement report corresponds with the financial statements.

Vienna, April 2, 1996KPMG Austria

Wirtschaftsprufungs-Gesellschaft m.b.H.

(signed) Hruschka (signed) ZochlingCertified Public

Accountants

brought forward

15. Extraordinary expenses

16. Income taxes

17. Costs of capital increasea) Capital taxesb) Others

18. Surplus for the year

19. Release of untaxed reserves

20. Additions to untaxed reserves

21. Additions to retained earnings

22. Profit for the year

23. Profit brought forward

24. Net Profit

1995ATS ATS

515,328,535

-19,828,387

-2,420

3,130,3792,745,223 -5,875,602

489,622,126

9,675,002

-52,229,492

-155,046,046

292,021,590

252,822

292,274,412

1994ATS ATS

490,591,042

-11,552,341

-52,205

15,703,076407,925 -16,111,001

462,875,495

39,580,206

-153,213,343

-171,930,286

177,312,072

213,594

177,525,666

55

CHANGES IN FIXED ASSETS

56

Fixed Assets1. Intanqible Fixed Assets

Concessions, licences, patents, trademarks and similar rights

II. Tanaible Fixed Assets1. Freehold and leasehold land

and buildingsa) Real estateb) Freehold buildingsc) Leasehold buildings

2. Undeveloped properties3. Plant and machinery4. Fixtures, fittings, tools and

equipment5. Prepayments and plants in the

course of construction

III. Investments1. Investments in related companies2. Other investments

Cost atJan.1, 1995

ATS

74,480,291

146,207,77384,536,59861,211,105

291,955,476

147,378,02247,162,814

24,419,109

0

510,915,421

4,459,104,229533,796,966

4,992,901,195

5,578,296,907

Additions

ATS

362,041

000

0

92,268,4610

3,160,912

1,348,795

96,778,168

2,167,880,8687,937,028

2,175,817,896

2,272,958,105


Disposals

ATS

47,605,417

1,087,4002,288,689

0

3,376,089

7,506,81647,097,564

10,961,121

0

68,941.590

1,525,00042,200

1,567,200

118,114,207

AccumulatedDepreciation

ATS

7,428,433

014,738,0117,357,161

22,095,172

931,20448,161

6,741,294

0

29,815,831

49,999273,987

323,986

37,568,250

Net Book Valueat Dec. 31, 1995

ATS

19,808,482

145,120,37367,509,89853,853,944

266,484,215

231,208,46317,089

9,877,606

1,348,795

508,936,168

6,625,410,098541,417,807

7,166,827,905

7,695,572,555

Net Book Valueat Jan. 1, 1995

ATS

56,995,103

146,207,77370,774,72057,002,817

273,985,310

146,446,81810,809,754

9,837,143

0

441,079,025

4,459,104,229533,522,979

4,992,627,208

5,490,701,336

Depreciation1995ATS

7,674,199

02,419,7563,148,873

5,568,629

07,455,406

3,112,098

0

16,136,133

49,9990

49,999

23,860,331

57

CHANGES IN UNTAXED RESERVES

58


Valuation Reserve under Section 12 Income Tax Act

Fixed Assets1. Intanaible assets

Concessions, patents, licences,trade marks and similar rights

II. Tanaible assets1. Freehold real estate and

leasehold buildingsa) Real estateb) Freehold buildingsc) Leasehold buildings

2. Undeveloped properties3. Plant and machinery4. Fixtures, fittings, tools and

equipment

III. InvestmentsInvestments in related companies

Status as atJan. 1. 1995

ATS

0

144,012,13263.183,35049.792.524

256,988,006

110,782,5030

0

367,770,509

333,472,238

701,242,747

Provision

ATS

0

000

0

47,713,8190

0

47,713,819

541,000

48,254,819

Release

ATS

0

01,403,8602,118,831

3,522,691

5,577,6650

0

9,100,356

500,000

9,600,356

Status as atDec.31, 1995

ATS

0

144,012,13261,779,49047,673,693

253,465,315

152,918,6570

0

406,383,972

333,513,238

739,897,210

59

FINANCIAL STATEMENTS 1995

WIENERBERGER GROUP

Consolidated Balance Sheetas at December 31, 1995

Consolidated Profit and Loss Accountfor the Year ended December 31, 1995

Changes in Fixed Assets

61

CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 1995

62

ASSETS

A. Fixed Assets1. Intangible fixed assets

1. Concessions, patents, licences, trade marksand similar rights

2. Goodwill

II. Tanaible fixed assets1. Freehold and leasehold land and buildings2. Undeveloped property3. Plant and machinery4. Fixtures, fittings, tools and equipment5. Prepayments and plants under

construction

III. Investments1. Shares in associates2. Advances3. Other investments4. Prepayments

B. Current AssetsI. Inventories

1. Raw materials and consumables2. Work in Progress3. Finished goods and merchandise4. Prepayments

II. Debtors1. Trade debtors2. Amounts owed by related companies3. Other debtors

III. Other investments

IV. Cash at bank and in hand

C. Accrued Expenses

TOTAL ASSETS


ATS 1,000

88,90576,159

165,064

4,920,201852,258

2,624,850486,797

741,8989,626,004

490,64335,877

683,9232,176

1,212,61911,003,687

536,929266,071

1,414,19049,491

2,266,681

2,337,571209,650813,790

3,361,011

1,640,142

1,000,8338,268,667

70,308

19,342,662

Status as atDec. 31, 1994ATS 1,000

240,21919.360

259,579

4,637,612424,547

2,362,561371,782

480,6708,277,172

349,73118,348

639,14132,651

1,039,8719,576,622

489,966247,278

1,014,57368,367

1,820,184

2,157,69198,840

1,014,3263,270,857

1,018,913

826,5436,936,497

40,828

16,553,947

WIENERBERGER GROUP

A. Shareholders' Equity

1. Called-up share capital

II. Capital reserves

III. Retained earnings

IV. Negative goodwill

V. Minority interests

B. Provisions1. Provisions for severance payments2. Provisions for pensions3. Provisions for taxes4. Other provisions

C. Creditors1. Debentures2. Bank loans and overdrafts3. Payments received on account4. Trade creditors5. Bills of exchange payable6. Due to related companies7. Other creditors

D. Deferred Income

TOTAL LIABILITIES


ATS 1,000

694,553

1,921,881

5,091,909

153,657

270,5818,132,581

270,086174,550527,102840,218

1,811,956

81,7136,295,102

27,9751,004,001

104,440137,502

1,511,247

9,161,980

236,145

19,342,662

LIABILITIES

Status as atDec. 31, 1994ATS 1,000

422,078

2,725,247

4,067,509

198,613

587,8128,001,259

216,107155,911548,610797,677

1,718,305

88,8493,681,270

45,6221,176,645

55,62148,857

1,465,244

6,562,108

272,275

16,553,947

_63_

CONSOLIDATED PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED DECEMBER 31, 1995

64

1. Sales

2. Change in stocks of finished goodsand work in progress

3. Own work capitalised

4. Other operating income

Operating performance (1. to 4.)

5. Raw materials and consumables

6. Personnel expenses

7. Depreciation on tangible and intangiblefixed assets

8. Other operating charges

9. Operating profit (1. to 8.)

10. Income from investments

11. Interest and securities income

12. Income from the disposal ofinvestments

13. Expenses relating to fixed and currentinvestments

14. Depreciation of other investments

15. Interest payable and similar expenses

16. Financial results (10. to 15.)

1995ATS 1,000

12,854,990

157,786

47,277

746,922

13,806,975

-6,612,758

-2,737,444

-986,544

-1,795,878

1,674,351

65,644

276,713

600

-111,442

-649

-409,717

-178,851

1994ATS 1,000

10,553,475

54,893

53,294

487,697

11,149,359

-5,098,280

-2,325,891

-834,592

-1,547,943

1,342,653

35,590

214,892

7,630

-40,982

-22,807

-234,221

-39,898

WIENERBERGER GROUP

Wolfgang Reithofer

Vienna, April 1996

The Managing Board

Erhard SchaschlChief Executive

Paul Tanos

As the result of our due audit we can certify that the Group's accounting records and theconsolidated financial statements comply with the legal regulations. The consolidated financialstatements give a true and fair view of the Group's assets, the liabilities, financial position andprofit or loss in conformity with generally accepted accounting principles. The management reportcorresponds with the consolidated financial statements.

Vienna, April 9, 1996KPMG Austria

Wirtschaftsprufungs-Gesellschaft m.b.H.

(signed) Hruschka (signed) ZochlingCertified Public

Accountants

17.

18.

19.

2 0 .

21.

2 2 .

Profit on ordinary activities

Extraordinary items

Income taxes

Profit for the year

Minority interests

Profit for the yearexcluding minority interests

1995ATS 1,000

1,495,500

-102,209

-277,760

1,115,531

-10,127

1,105,404

1994ATS 1,000

1,302,755

245,572

-335,394

1,212,933

-24,871

1,188,062

65

CHANGES IN FIXED ASSETS

(56

Fixed Assets

1. Intanaible Fixed Assets1. Concessions, licences, patents, trade marks

and similar rights2. Goodwill3. Prepayments

II. Tanaible Fixed Assets1. Freehold and leasehold land

and buildings of which:Real estateBuildings

2. Undeveloped real estate3. Plant and machinery4. Fixtures, fittings, tools and equipment5. Prepayments and plants in the

course of construction

III. Investments1. Investments in related companies2. Advances3. Securities4. Prepayments

Of which initial consolidation:

uost atJan.1, 1995ATS 1,000

251,06695,511

69

346,646

1,210,4174,670,733

560,8446,572,9121,315,607

520,34114,850,854

414,07947,467

626,5352,315

1,090,39616,287,896

2,428,245

auumons

ATS 1,000

16,80516,680

0

33,485

67,032505,604109,330717,169180,932

878,2662,458,333

258,01816,61168,006

0

342,6352,834,453

uisposais

ATS 1,000

-67,4520

-100-67,552

-5,072-95,994-36,254

-342,253-114,412

-109,489-703,474

-155,079-27,417

-7,405-106

-190,007-961,033

WIENERBERGER GROUP

Accounttransfers

ATS 1,000

2,2880

31

2,319

-270,511295,606271,065292,394

3,448

-547,82344.179

0-317

0- 33

-35046,148

Revaluations

ATS 1,000

16800

168

41

169

2,382675

607

3,874

035

00

35

4,077

AccumulateddepreciationATS 1,000

-113,970-36,032

0

-150,002

-18,283-1,439,541

-52,727-4,617,754

-899,454

- 4

-7,027,763

-26,375-502

-3,2130

-30,090-7,207,855

1,390,629

Net Book Valueat Dec. 31, 1995

ATS 1,000

88,90576,159

0165,064

983,6243,936,577

852,2582,624,850

486,797

741,8989,626,004

490,64335,877

683,9232,176

1,212,61911,003,687

Net Book Valueat Jan. 1, 1995

ATS 1,000

240,21919,360

0

259,579

1,159,1473,478,465

424,5462,362,561

371,782

480,6718,277,172

349,73118,348

639,14132,651

1,039,8719,576,622

Depreciation1995

ATS 1,000

24,52018,004

0

42,524

3,174212,492

8,334618,645160,447

239

1,003,331

9,9947

39

0

10,0401,055,895

67

•) ATS 69 million partial write-offs included in extraordinary items

NOTES TO THE ACCOUNTS


AND WIENERBERGER GROUP

Accounting Policies

Principles of Consolidation

Consolidation Range

Notes to the Balance Sheet

Notes to the Profit and Loss Account

6!)

ACCOUNTING POLICIES. The accountshave been prepared according to AustrianAccounting Standards, thus by adhering tothe overriding principle of giving a true andfair view of the state of affairs of the parentcompany and the Group.

Intangible assets are valued at cost anddepreciated over their useful lives (5-15years). Tangible assets are valued at acqui-sition or production cost, depreciation oftangible fixed assets is based on useful livesand is provided on a straight-line basis. Theprincipal useful lives are:

BuildingsMachineryFixtures, Fittings, Toolsand Equipment

10-50 years5-15 years4-10 years

In principle, for domestic companies fullannual depreciation is applied to additionsduring the first half of the accounting period,half the annual depreciation rate for thoseeffected in the second half.

Small ticket items bought by domestic com-panies are fully depreciated in the year ofacquisition.

Additional depreciation is provided if areduction in value is believed to be perma-nent.

systematic basis. The costs are calculatedusing actuarial methods (Ettl-Pagler) andapplying an interest rate of 6%. Any amountsexceeding the limits of section 14 Income TaxCode have been taxed.

Provisions for severance payments atdomestic companies are discounted applyingan interest rate of 6%. Other provisions takeinto account the accruals concept and theconcept of prudence by putting aside reservesfor risks and liabilities whose value has notyet been determined.

Liabilities are stated at the higher of nomi-nal value or redemption price. Debtors andcreditors denominated in foreign currencyare translated into ATS at the bid, respectivelyoffer rate of exchange prevailing at the bal-ance sheet date, if these exceed their book-values.

The Profit and Loss Accounts use theexpenditure format.

Investments - with the exception of equityconsolidated enterprises - have been statedat their acquisition cost in the ConsolidatedBalance Sheet. Lower values are used, if apermanent diminution in value is anticipated.

Stocks are valued at the lower of produc-tion cost or net realisable value. Productioncosts are computed including direct and pro-rata indirect costs. Debtors and other assetsare recorded at their nominal value; addition-ally general and specific provisions againstbad and doubtful debts were made. Othercurrent investments are quoted at the lower ofcost and market value at December 31,1995.

Provisions for current and future pensionsresulting from individual agreements atdomestic companies are provided on a

70

PRINCIPLES OF CONSOLIDATION.The consolidation of accounts applies thebook-value method, goodwill is accounted forat the point of acquisition or of first-consoli-dation. Goodwill arising on the acquisition of asubsidiary is written off capital reserves in theyear of acquisition. According to Austrian law(sect. 261 (2) Companies Act) a minor portionof goodwill is allocated to real estate whereasthe major portion is offset against capitalreserves. Negative Goodwill appears undershareholders' equity.

Companies over which Wienerberger hassignificant influence, but less than 50% of thevoting rights are equity consolidated (sect.264, Companies Act). The basis for inclusionin the Consolidated Accounts are their latestpublished informations. Initial consolidationtakes place at the time of acquisition. Good-will arising on equity consolidation is writtenoff capital reserves in the year of first con-solidation.

Retained earnings in the ConsolidatedBalance Sheet include untaxed reserves,whose distribution would result in additionaltax expense (sect. 253 (3) Companies Act);relevant provisions are included in "Provisionsfor Taxes".

Within the framework of debt consolidation,amounts receivable and other debtors havebeen set against corresponding liabilities andprovisions. Inter-company results from thetransfer of fixed assets within the Grouphave, if material, been eliminated with cor-responding effect on the income statement.The same applies to inter-company profitsresulting from group inventories.

Provisions have been made according tosect. 258, Companies Act for deferred taxesarising on the consolidation of debts, ex-penses, income and the elimination of inter-company profits. These are included in pro-visions for taxes.

Minority interest denotes the share of out-siders in companies which are included in theConsolidated Accounts.

The financial statements of foreign com-panies are translated using the year-endmean rate of exchange.

7\

CONSOLIDATION RANGEThe consolidation range of Wienerberger Baustoffindustrie AG comprises the following domesticand foreign companies:

72

Fully consolidated:

Austria:Wienerberger Ziegelindustrie AG, WienSteirische Ziegelwerke GmbH, BarnbachZiegelwerk HostomiceBeteiligungsgesellschaft mbH, WienWZI BeteiligungsverwaltungsgmbH, WienWienerberger Rohrsysteme undAbwassertechnik GmbH, WienTreibacher Industrie AG, TreibachTreibacher Auermet ProduktionsgmbH, TreibachTreibacher Schleifmittel AG, VillachWIPARK Garagen GmbH, WienGarage am Beethovenplatz GmbH & Co KG, WienTiefgarage Freyung Errichtungs- u.VerwaltungsgmbH, WienTiefgarage Freyung Errichtungs- u.VerwaltungsgmbH & Co KG, WienWienerberger Immobilien GmbH, WienWienerberger Ofenkachel GmbH, WienWienerberger Versicherungs-Service GmbH, WienBusiness Park Vienna Holding GmbH, WienBauteile A + B ErrichtungsgmbH, WienBauteile C + D ErrichtungsgmbH, WienBauteil E ErrichtungsgmbH, WienBauteil H ErrichtungsgmbH, Wien

Fully consolidated:

Abroad:Wienerberger ZiegelindustrieDeutschland GmbH, HannoverWienerberger ZiegelindustrieVerwaltungs-GmbH, HannoverWienerberger ZiegelindustrieGmbH & Co, HannoverWienerberger Systemschornstein GmbH, HannoverWZI-Finanz S.A., LuxemburgHungaria-Wienerberger Teglaipari RT, BudapestAlfoldi Wienerberger Teglaipari KFT, MezoturBataszeki Wienerberger Teglaipari KFT, BataszekWienerberger Bohemia Cihelny spol.s r.o.Wienerberger-Slovenska-Tehlaren spol.s r.o., PragWienerberger Slovenske Tehelne spol.s r.o.,Zlate MoravceWienerberger Cihlarsky Prumysl a.s., Budweis

Share capitalATS million

300.000.50

10.001.50

350.00100.00

5.00100.00100.00

1.73

0.50

1.00275.00

5.000.505.000.500.50

25.000.50

Share capitalmillion

9.50 DEM

0.05 DEM

17.50 DEM0.13 DEM

25.00 DEM3,295.00 HUF

679.28 HUF1,564.07 HUF

71.55 CZK0.10 CZK

401.00 SKK879.67 CZK

%-heldDec. 31, 1995

100.0074.00

98.00100.00

100.00100.00100.00100.00100.00100.00

100.00

100.00100.00100.0060.00

100.00100.00100.00100.00100.00

%-heldDec. 31, 1995

100.00

100.00

100.00100.00100.0086.8590.8090.8064.99

100.00

82.2974.28

FPK Corporation BV, RotterdamCadorina Laterizi SpA, BellunoWienerberger Laterizi SpA, BellunoWienerberger Ziegelindustrie France S.A., SchiltigheimTuileries Reunies du Bas-Rhin S.A., SchiltigheimTuileries J. P. Sturm S.A., EguisheimEtablissements Heinrich Bock et Cie S.A., SteinbourgTubagglo S.A., DannemarieKlein Agglomeres S.A., MondelangeFTS E.u.r.l., EguisheimWienerberger S.A.. LuxemburgWienerberger Beteiligungsverwaltungs-GmbH,OldenburgWienerberger N.V., HasseltKeramo Wienerberger Holding N.V., HasseltKeramo Wienerberger N.V., HasseltKeramo Wienerberger SteinzeugwerkZwickau GmbH, ZwickauLimburgs Transportbedrijf B.V. BA, HasseltKeramo Wienerberger VertriebsgmbH, AachenKeramo Wienerberger Immo NV, HasseltChuanlu Plastic Sales & Service Ltd., ChengduChuanxi Company Ltd., ChengduTreibacher Schleifmittel SpA, DomodossolaSocieta Italiana dei Prodotti Elettrochimicidi Treibach ,,Sipet" S.a.s., MailandAmerican Treibacher Corp., DelawareTreibacher Schleifmittel Corp., Niagara FallsTreibacher Schleifmittel D.O.O., Selnica

0.04563.00

2,500.00477.25

3.062.021.000.450.531.00

27.00

5.001,300.001.015.00

167.02

4.000.760.05

81.694.22

21.535,106.00

60.000.020.04

129.19

NLGITLITLFRFFRFFRFFRFFRFFRFFRFDEM

DEMBEFBEFBET

DEMBEFDEMBEFCNYCNYITL

ITLUSDUSDSIT

100.00100.00100.00100.00100.00100.00100.00100.00100.00100.00100.00

100.00100.00100.00100.00

100.00100.00100.00100.0051.0051.00

100.00

50.00100.00100.00100.00

Proportionately consolidated:

Austria:Wienerberger Ziegelindustrie AG & Braas Austria GmbHOEG, WienWibra Tondachziegel Beteiligungs-GmbH, WienBramac Dachsysteme International GmbH, PochlarnPipelife International Holding GmbH, Wr. NeudorfPipelife Rohrsysteme GmbH, Wr. NeudorfPipelife Rohrsysteme GmbH & Co Nfg. KG, Wr. NeudorfFlexalen Fernwarmesysteme GmbH & Co Nfg. KG, WienFlexalen Fernwarmesysteme GmbH, Wien


Abroad:Schlagmann BeteiligungsgmbH, LanhofenSchlagmann Baustoffwerke GmbH & Co KG, LanhofenBramac Pokrovni Sistemi D.O.O., ZagrebBramac Dachsteinproduktion undBaustoffindustrie KFT, Veszprem


7.000.50

40.009.000.50

60.002.000.50


0.05 DEM10.00 DEM0.25 HRK

1,831.88 HUF

%-heldDec. 31, 1995

50.0050.0050.0050.0050.0050.0050.0050.00

%-heldDec. 31, 1995

50.0050.0050.00

31.14

74


Bramac Dachsteinproduktion und BaustoffindustrieD.O.O., SkocjanBramac spol.s r.o., ChrudimBramac Stresne Systemy spol.s r.o., BratislavaPipelife Rohrsysteme GmbH, Bad ZwischenahnPipelife Rohrsysteme Golzau GmbH, GolzauPipelife Elektrorohr GmbH, Bad ZwischenahnPipelife France S.A., ChateaurouxFrance Tube S.A., GaillonTubes de la Seine S.A., GaillonEurotub S.A., AvignonSociete Mediterraneenne de Plastiques Agricoies,Saint-GillesSociete d'Etudes de Recherche et d'Applicationsdes Plastiques, CompiegnePannonpipe Kunststoffindustrie KFT, BudapestPolva Pipelife BV, EnkhuizenPolva Pipelife S.A., KalmthoutTubos y Repuestos de Plastico S.A., ZaragozaTubos Saenger S.A., GranollersPipelife-Fatra spol.s r.o., OtrokovicePipelife-Fatra Slovakia s r.o., Piestany

Equity consolidated:

Austria:,,Alwa" Guter- und Vermogensverwaltungs-AG, WienWienerberger Ziegelindustrie AG &Braas Austria GmbH OEG & Co KEG, WienGrundstucke- und Gebaudeverwaltungs-AG, WienAktivsauerstoff Gesellschaft mbH, Treibach

Equity consolidated:

ZB Ziegelwerke Verwaltung GmbH, SinningZB Ziegelwerke GmbH & Co KG Baalberge, BaalbergeFerrari S.A., PontalierLaterizi Brunori SpA, ImolaLasbra homok kavics kitermelo KFT, BudapestHL-Wienerberger Manufacturing (S) PTE Ltd., SingapurKeramo Wienerberger Kamenina s r.o., BorovanyPetzetakis-Pipelife Polyethylene Pipe Systems S.A.,PiraeusArili Plastik Sanayii A.S., IstanbulMaiaplas Plasticos da Maia Lda., MaiaPipelife (D.O.O.) LjubljanaTreibacher Schleifmittel Deutschland GmbH, Essen


614.92 SIT628.43 CZK

0.10 SKK8.20 DEM0.50 DEM0.05 DEM

128.10 FRF2.30 FRF1.20 FRF2.00 FRF

3.85 FRF

2.18 FRF1,224.00 HUF

35.00 NLG19.50 BEF

1,200.00 ESP800.00 ESP177.77 CZK

0.10 SKK


56.95

10.50215.00

0.50

Share capital

million

0.05 DEM5.00 DEM0.70 FRF

5,300.00 ITL251.48 HUF

6.00 SGD2.00 CZK

1,515.85 GRD37,400.00 TRL

180.00 PTE1.50 SIT0.05 DEM

%-heldDec. 31, 1995

31.3537.3650.0050.0050.0050.0050.0050.0050.0050.00

50.00

50.0025.0050.0050.0050.0050.0033.3333.33

%-heldDec. 31, 1995

35.50

33.3525.0149.00

%-heldDec. 31, 1995

40.0040.0049.0030.0025.0040.0050.00

50.0025.5050.0050.0050.00

Changes in the Consolidation Range:

Status as at Dec. 31, 1994AdditionsDisposals

Status as at Dec. 31, 1995

Fully

52125

59

Proportionatelyconsolidated

2650

31

Equity

1183

16

26 non-consolidated Group affiliates havenot been included as they are of minor impor-tance in giving a true and fair view of the stateof affairs of the company. The combined salesof these companies amount to less than 3%of total sales.

NOTES TO THE BALANCE SHEET/CONSOLIDATED BALANCE SHEET.The Consolidated Balance Sheet total rose byATS 2,789 million, i.e. 17% to ATS 19,343 millionon December 31st, 1995. Fixed Assets recor-ded an increase of ATS 1,427 million, thusamounting to ATS 11,004 million at the balance

sheet date. Current assets increased byATS 1,362 million to ATS 8,339 million. Theshare of fixed assets as a percentage of totalassets amounts to 57%, consequently, currentassets represent 43%.

Shareholders' equity stood at ATS 8,133 mil-lion, ATS 132 million higher than last year,amounting to 42% of the balance sheettotal. Provisions and liabilities increased byATS 2,657 million to ATS 11,210 million. Theyrepresent 58% of the balance sheet total.

FIXED ASSETS

ATS 1,000

Intangible Assets

Tangible Assets

Investments

WienerBaustoffini

1995

19,809

508,936

7,166,828

7,695,573

bergerjustrie AG

1994

56,995

441,079

4,992,627

5,490,701

WienerbergerGroup

1995 1994

165,064

9,626,004

1,212,619

11,003,687

259,579

8,277,172

1,039,871

9,576,622

The changes in fixed assets in the yearunder review have been outlined on pages56 + 57 and 66 + 67, respectively, for theparent company and the Group.

Of the investments valued at ATS 6,625million in the balance sheet of the parentcompany, ATS 6,224 million are shares ofconsolidated enterprises.

75

The Consolidated Balance Sheet includesinvestments amounting to ATS 491 million,ATS 44 million of which relate to associatedcompanies valued at acquisition costs,ATS 294 million of which relate to companies

accounted for by the equity method, ATS 101million of which relate to proportionately con-solidated companies and ATS 52 millionwhich comprise other investments.

At the balance sheet date, Wienerberger Baustoffindustrie AG held interests in the following

principal Austrian and foreign companies:

Company

Domestic:Wienerberger Ziegelindustrie AG,WienWienerberger Rohrsysteme undAbwassertechnik GmbH,WienWienerberger OfenkachelGmbH, WienGrundstucke- undGebaudeverwaltungs-AG, WienWienerberger Immobilien GmbH,WienGarage am BeethovenplatzGmbH & Co KG, WienWienerberger Versicherungs-Service GmbH, Wien,,Alwa" Guter- undVermogensverwaltungs-AG,Wien

Abroad:WZI-Finanz S.A., Luxemburg

Laterizi Brunori SpA, Italien

Sharecapital

ATS 1,000

300,000

350,000

5,000

215,000

275,000

1,734

500

56,950

TDM25,000

TLire5,300,000

Holdings

ATS 1,000

275,000

350,000

5,000

53,772

275,000

29

300

20,200

TDM50

TLire1,588,400

%

91.7

100.0

100.0

25.01

100.0

1.6

60.0

35.5

%0.2

%29.97

Shareholders'Equity1)

ATS 1,000

4,176,975

1,349,507

19,297

456,839

1,889,891

10,680

1,960

248,978

TDM32,280

TLire6,288,578

Profits2)1995

ATS 1,000

+368,402

+ 138,297

+ 3,993

+ 4,384

+187,403

- 2,499

+ 1,452

+ 9,428

TDM+ 2,387

TLire-2,973,640

Profits2)1994

ATS 1,000

+200,291

+ 136,831

+ 3,627

+ 4,301

+ 63,783

- 2,389

+ 946

+ 15,245

TDM+ 4,346

TLire+ 105,432

') incl. untaxed reserves2) net profit + profits brought forward

76

CURRENT ASSETS

ATS 1,000

Stocks

Debtors

Investments

Cash at bank and in hand

WienerbergerBaustoffindustrie AG

1995

-

1,230,023

1,505,385

182,735

2,918,143

1994

-

2,215,003

966,258

60,125

3,241,386

WienerbergerGroup

1995

2,266,681

3,361,011

1,640,142

1,000,833

8,268,667

1994

1,820,184

3,270,857

1,018,913

826,543

6,936,497

DEBTORS AND OTHER ASSETSMATURING WITHIN ONE YEAR

ATS 1,000

Trade debtors

Amounts owed bycompanies

Amounts owed bycompanies

Other debtors and

group

related

assets

1

1


1995

2,003

,015,331

30

125,615

,142,979

1994

22,039

1,705,300

949

244,593

1,972,881

1

2

WienerbergerGroup

1995

,415,300

26,664

182,986

707,860

,332,810

1994

1,207,925

-

-

1,006,055

2,213,980

DEBTORS AND OTHER ASSETSMATURING AFTER MORE THAN ONE YEAR

ATS 1,000

Trade debtorsAmounts owed by groupcompaniesOther debtors and assets

WienerBaustoffint

1995

87,044

87,044

bergerJustrie AG

1994

183,500

58,622

242,122

WieneiGr<

1995

922,271

105,930

1,028,201

'bergersup

1994

949,766

107,111

1,056,877

77

Of the Group's debtors, ATS 91 million arebills of exchange.

General Provisions of ATS 14 millionagainst doubtful debts have been made.

SHAREHOLDERS' EQUITY

ATS 1,000

Called-up share capital

Capital reserves

Retained earnings

Net profit

Negative goodwill

Minority interests


1995

694,553

6,611,603

769,450

292,274

-

-

8,367,880

1994

422,078

5,327,909

614,403

177,526

-

-

6,541,916

WienerbergerGroup

1995

694,553

1,921,881

5,091,909*)

-

153,657

270,581

8,132,581

1994

422,078

2,725,247

4,076,509*)

-

198,613

587,812

8,001,259

*) including profit for the year

DEVELOPMENT OF CALLED-UP SHARECAPITAL

Opening balance 1/1/1995

+ Bonus share issueone-for-two

+ Contribution in kindWienerberger Immobilien

+ Contribution in kindSturm Group, France

+ Contribution in kind ofcontrolling minority stakein Brunori, Italy

Closing balance 31/12/1995

ATS 422,078,200

ATS 211,039,100

ATS 20,106,400

ATS 37,302,600

ATS 4,026,800

ATS 694,553,100

The share premium of ATS 1,495 millionwas transferred to capital reserves.

The Extraordinary General Meeting held onSeptember 18, 1995 authorized capitalincreases of ATS 100 million each againstpayment in cash and contributions in kind,respectively. Of the authorized capital whichis to be consumed by contributions in kindATS 4,026,800 was used so far, leaving aremainder of ATS 95,973,200.

Called-up share capital consists of:- 283,124 ATS 1,000 shares, and-4,114,291 ATS 100 shares

78

In the reporting period, goodwill amountingto ATS 1,914 million was set off againstcapital reserves. It arose mainly as a result ofthe acquisition of the Sturm Group. Negativegoodwill, which arose in 1995, amounted toATS 66 million.

UNTAXED RESERVES. The untaxedreserves of the fully and proportionatelyconsolidated companies have been allocatedto retained earnings with an amount of

ATS 2,206 million (last year ATS 2,245 mil-lion) after having deducted deferred taxes.

The changes in the revaluation reserve ofWienerberger Baustoffindustrie AG, the parentcompany, are listed on page 59 of this annualreport.

Changes of other untaxed reserves ofWienerberger Baustoffindustrie AG are set outbelow.

CHANGES OF THE OTHER UNTAXED RESERVES OFWIENERBERGER BAUSTOFFINDUSTRIE AG

ATS 1,000

Capital Expenditure allowanceunder Sect. 10 Income Tax Actfor 1991

1992199319941995

Revaluation Reserve underSect. 12/7 Income Tax Act1992199319941995

Jan. 1, 1995

759565

2,0600

2,295

47,71424,397

151,1530

223,264

225,559

Provision Release

0 750 00 00 0

541 0

541 75

0 47,7140 00 0

51,148 0

51,148 47,714

51,689 47,789

Dec. 31, 1995

09565

2,060541

2,761

024,397

151,15351,148

226,698

229,459

PROVISIONS

ATS 1,000

Provisions for severance payments

Provisions for pensions

Provisions for taxes

Other provisions


1995

15,667

64,713

5,478

72,477

158,335

1994

12,775

59,882

28,380

74,575

175,612

WienerbergerGroup

1995

270,086

174,550

527,102

840,218

1,811,956

1994

216,107

155,911

548,610

797,677

1,718,305

Provisions for taxes include deferred taxes,pursuant to sect. 253(3) of the CompaniesAct amounting to ATS 113 million (1994:ATS 132 million) and pursuant to sect. 258 ofthe Companies Act ATS 308 million (1994:ATS 259 million).

"Other Provisions" of Wienerberger Bau-stoffindustrie AG include ATS 54 million forthe restoration of waste disposal sites.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

ATS 1,000

Bank loans and overdrafts

Prepayments

Trade creditors

Bills of exchange payable

Due to group companies

Due to related companies

Other liabilities


1995

4_

3,981

-

500,240

73

29,457

533,755

1994

8,502

-

5,172

-

1,052,004

-

22,961

1,088,639

WienerbergerGroup

1995

3,894,698

27,425

1,004,001

85,226-

137,502

941,619

6,090,471

1994

1,683,268

16,116

1,124,475

55,621

-

48,857

515,499

3,443,836

80

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

ATS 1,000

Loans

Bank loans and overdrafts

Prepayments

Trade creditors

Bills of exchange payable

Other liabilities


1995

-

500,000

-

-

-

86,122

586,122

1994

_

-

-

-

-

-

-

WienerbergerGroup

1995

81,713

2,400,404

550

-

19,214

569,628

3,071,509

1994

88,849

1,998,002

29,506

52,170

-

949,745

3,118,272

Of these long-term creditors, ATS 1,627million have residual maturities of more than

five years. For creditors in the amount ofATS 614 million security has been provided.

GUARANTEES

ATS 1,000

Bills of exchange

Warranties

Guarantees

Others

Wienerberger1995

50,336

25,756

212,530

-

288,622

Group1994

85,121

25,979

22,823

5,951

139,874

Contingent liabilities resulting from guaran-tees for creditors of group companies areshown in the accounts of WienerbergerBaustoffindustrie AG; they amount toATS 4,265 million, of which ATS 4,258 millionrefer to consolidated enterprises. Contingentliabilities correspond with contingent claims.

Payments to be made by the group for thelease of tangible assets which are not shownin the balance sheet, will total ATS 29 millionin 1995 and ATS 127 million within the nextfive years. Leasing payments of WienerbergerBaustoffindustrie AG will amount to ATS 9million for next year, ATS 45 million for thenext 5 years.

81

NOTES TO THE PROFIT AND LOSS ACCOUNT AND TO THECONSOLIDATED PROFIT AND LOSS ACCOUNT

SALES

OTHER OPERATING INCOME

ATS 1,000

Profit on disposal offixed assets

Release of provisions

Other income


1995

192,312

2,337

10,894

205,543

1994

162,488

479

14,499

177,466

WienerbergerGroup

1995

260,291

84,834

401,797

746,922

1994

211,882

41,666

234,149

487,697

PERSONNEL EXPENSES

ATS 1,000

Wages

Salaries

Severance and pensionpayments

Mandatory social security

Other social expenditure


1995

1,367

40,553

12,717

6,799

1,467

62,903

1994

1,313

40,342

9,225

6,684

1,327

58,891

WienerbergerGroup

1995

1,130,655

887,049

81,370

584,151

54,219

2,737,444

1994

974,501

766,666

65,162

474,504

45,058

2,325,891

ATS 1,000

Domestic

Abroad


1995 1994

68,009 68,296

68,009 68.296

WienerbergerGroup

1995 1994

2,844,732 2,589,951

10,010,258 7,963,524

12,854,990 10,553,475

EXPENDITURE FOR SEVERANCE PAYMENTS AND PENSIONS

ATS 1,000 WienerbergerBaustoffindustrie AG

WienerbergerGroup

Managing BoardManagement andother employees

1995

8,982

3,736

12,718

1994

7,512

1,713

9,225

1995

15,646

65,724

81,370

1994

14,837

50,325

65,162

OTHER OPERATING EXPENSES

Group extraordinary expenses relate withATS 66 million to restructuring measures atTreibacher Schleifmittel Corporation, NiagaraFalls. Furthermore this item includes expensesarising with capital increases.

The parent company recorded income frominvestments of ATS 223 million; ATS 220million of which are accounted for by con-solidated companies. Expenditure relating toconsolidated companies amounts to ATS 1million. Interest income from consolidatedcompanies reached ATS 93 million while otherdebtors contributed ATS 140 million. Interestexpenditure includes ATS 21 million whichwas paid to deposits held by consolidatedentities with the parent company.

DIRECTORS, PERSONNEL. In 1995the Group employed on average 6,418persons. 33 employees worked for the parentcompany, Wienerberger Baustoffindustrie AG.

Emoluments to the Managing Boardamounted to ATS 22,893,096. ATS 2,441,137was paid as pensions to former members ofthe Managing Board and their survivingdependants. Emoluments to the SupervisoryBoard totalled ATS 650,000.

The members of the Supervisory Board andthe Managing Board are listed on page 11.

83

ATS 1,000

Taxes

Other

WienerbergerBaustoffindustrie AG1995 1994

1,902 2,587

48,334 39,993

50,236 42,580

WienerbergerGroup

1995 1994

63,852

1,732,026

1,795,878

45,743

1,502,200

1,547,943

DIVIDEND PROPOSAL.

We propose to the Annual General Meeting,to distribute the net profit of ATS 292,274,412as follows:

Payment of a dividend ofATS 42 per ATS 100 share,i.e. on 6,945,531outstanding sharesa total of ATS 291,712,302and to carry forwardthe remainder of ATS 562,110

THE MANAGING BOARD

Vienna, April 1996

84

REPORT OF THE SUPERVISORY BOARD

The Supervisory Board has, among otherthings, in its meetings fulfilled its obligationsunder the law and the articles of association.The Managing Board has reported regularlyon the direction and situation of the com-panies' business.

The Annual Accounts and the Report ofthe Managing Board were examined byKPMG Austria Wirtschaftsprufungs-Gesell-schaft m.b.H., Vienna. The findings of thisaudit showed no cause for qualification. TheSupervisory Board endorses the findings ofthe audit.

The findings of the examination undertakenby the Supervisory Board pursuant to section96 of the Companies Act, the report of theManaging Board, the proposal for the distribu-tion of profits and of the conduct of businessshow no cause for objection.

The Supervisory Board has approved theAnnual Accounts which are thereby - section125 (2) Companies Act - adopted.

Guido N. Schmidt-ChiariChairman

Vienna, April 1996

§1

Publisher:Wienerberger BaustoffindustrieAktiengesellschaftA-1102 Vienna,Business Park Vienna,Wienerbergstrasse 7

Translation:Tassilo Mayer,A-1014 Vienna,Kohlmarkt 9

Concept and Layout:Kerbler GrafikDesign, 1180 Vienna,Vinzenzgasse 18

Photos: Studio Gotschim, Studio Christine

Typeset and Lithos:Grafo Zeitschriftendruckges.m.b.H.,1160 Vienna

Printed by: Agens-Werk Geyer + Reisser1051 Vienna, Arbeitergasse 1-7

Printed on Offsetkarton, 150 g100% chlorine free

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Documents

NUMBER OF PLANTS SALES ATS million - KU Leuven(ats) ovfa-profit (mill.) ovfa-cash-flow (mill.) ovfa-shareholders' equity (mill.) ovfa-earnings per share41 ovfa-cash-flow per share41