Disclosures under Section 243a Para 1 UGB

1. 2. The following resolutions on capital measures were passed at the company's Annual General Meeting on 16 June 2023:

1. resolution concerning the increase of the share capital of the company from company funds through conversion of a portion of the committed reserves in the amount of € 1,900,000,000.00 shown in the annual financial statements as at 31 December 2022 into share capital without the issue of new shares (capital adjustment pursuant to Section 1 et seq. of the Austrian Capital Adjustment Act (Kapitalberichtigungsgesetz, or “KapBG”);
2. resolution concerning the ordinary reduction of the share capital of the company by € 996,620,004.30 pursuant to Section 175 et seq. of the Austrian Stock Corporation Act (Aktiengesetz, or “AktG”) for the purpose of allocation to non-committed reserves with reduction of the pro rata amount of the share capital attributable to each no-par value share (without consolidation of shares);
3. resolution concerning the reduction of the share capital of the company by € 903,379,995.70 in accordance with the provisions on ordinary capital reductions pursuant to Section 175 et seq. AktG for the purpose of repayment of part of the share capital with reduction of the pro rata amount of the share capital attributable to each no-par value share (without consolidation of shares);
4. resolution concerning the ordinary increase of the share capital of the company pursuant to Section 150 et seq. AktG by up to € 24,995,248.00 through the issue of up to 24,995,248 new no-par value bearer shares with contributions in kind to be raised by way of shareholder waiver of distribution claims from the capital reduction (item c).

1. The aforementioned resolutions were subject to certain conditions. To begin with, the resolutions on items a), b) and c) and the resolution on the ordinary non-cash capital increase under item d) were entered in the commercial register. The shareholders entitled to dividends were therefore granted the right to choose whether they wish to receive the dividend entitlement under item c) in cash or in the form of new shares as part of a subscription offer. Shareholders of 62,487,931 shares, corresponding to 60.90% of the share capital, opted for the distribution in the form of new shares.
3. After the reporting period, the implementation of the ordinary non-cash capital increase was entered in the commercial register on 21 March 2024. As a consequence, 15,621,982 new shares were issued. The share capital of STRABAG SE has therefore been increased from € 102,600,000.00 by € 15,621,982.00 to € 118,221,982.00 and now consists of 118,221,982 fully paid-in, no-par value shares with a pro rata value of the share capital of € 1 per share. 118,221,979 shares are bearer shares and can be traded in the Prime Market segment of the Vienna Stock Exchange. Three shares are (still) registered shares. Each bearer share and each registered share is entitled to one vote.

1. 3. Oleg Deripaska was added to the EU sanctions list on 8 April 2022 and is subject to Council Regulation (EU) No 269/2014 of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (EU Sanctions Regulation). As a consequence, all funds and economic resources belonging to, owned, held or controlled by Oleg Deripaska or by natural or legal persons associated with him are to be frozen (“asset freeze”). This asset freeze must also be ensured with regard to the STRABAG SE shares held by MKAO “Rasperia Trading Limited”, which is controlled by Oleg Deripaska (or at least was controlled by him at that time). MKAO “Rasperia Trading Limited” has therefore, since 8 April 2022, been excluded from exercising control (voting rights, right to information, right to participate, right to propose resolutions) and asset rights (e.g. dividend distribution) in connection with the shares of STRABAG SE until the sanctions cease to apply.

1. 4. The syndicate agreement concluded in 2007 between Haselsteiner Group (Haselsteiner Familien-Privatstiftung, Dr. Hans Peter Haselsteiner, Klemens Peter Haselsteiner), the Raiffeisen Group (RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H., BLR-Baubeteiligungs GmbH), the UNIQA Group (UNIQA Insurance Group AG, UNIQA Beteiligungs-Holding GmbH, UNIQA Österreich Versicherungen AG, UNIQA Erwerb von Beteiligungen Gesellschaft m.b.H.) and MKAO “Rasperia Trading Limited” (controlled by Oleg Deripaska) was terminated with effect from 31 December 2022. Despite termination of the syndicate established in 2007, the right of first refusal of the Haselsteiner Group, the Raiffeisen Group, the UNIQA Group and MKAO “Rasperia Trading Limited” remain valid as long as each holds at least 8.5% of the share capital of STRABAG SE. Since – as explained – the EU Sanctions Regulation applies to MKAO “Rasperia Trading Limited”, it is not entitled to sell the shares it holds in STRABAG SE or to acquire the shares of the other parties and therefore, in the long term and in accordance with the EU Sanctions Regulation, the right of first refusal with respect to MKAO “Rasperia Trading Limited” does not apply.

1. 5. Haselsteiner Familien-Privatstiftung, Dr. Hans Peter Haselsteiner and Klemens Peter Haselsteiner, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung and Group company, and UNIQA Insurance Group AG and Group companies on 18 August 2022 concluded a new syndicate agreement that requires them to exercise their voting rights from syndicated shares unanimously at the Annual General Meeting of STRABAG SE. This syndicate agreement governs rights of first refusal and recourse, a minimum shareholding obligation, and nomination rights regarding the Supervisory Board. According to the agreement, the Haselsteiner Group has the right to nominate two members of the Supervisory Board, while the Raiffeisen Group and UNIQA Group each have the right to nominate one member of the Supervisory Board. With the new syndicate agreement, the parties continue their controlling interest in STRABAG SE.

1. 6. As at 31 December 2023, the company held 2,779,006 own shares (2.7% of the share capital), which it acquired as part of a share purchase agreement concluded with Haselsteiner Familien Privatstiftung, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H. and UNIQA Österreich Versicherungen AG on the occasion of their mandatory takeover bid on the basis of the authorisation granted by the Annual General Meeting on 24 June 2022 pursuant to Section 65 Para 1 No 8 AktG (see item 12). The rights from these 2,779,006 no-par value shares are therefore now suspended in accordance with Section 65 Para 5 AktG.

1. 7. To the knowledge of STRABAG SE, the following shareholders held a direct or indirect interest of at least 10.0% of the share capital of STRABAG SE on 31 December 2023:
   – Haselsteiner Group: 28.3%
   – Raiffeisen Group: 14.2%
   – UNIQA Group: 15.3%
   – MKAO “Rasperia Trading Limited”: 27.8%
3. Following implementation of the non-cash capital increase of STRABAG SE on 21 March 2024 as described in item 2, the following shareholders will, to the knowledge of STRABAG SE hold a direct or indirect interest of at least 10.0% of the share capital of STRABAG SE:
   – Haselsteiner Group: 30.7%
   – Raiffeisen Group: 15.4%
   – UNIQA Group: 16.6%
   – MKAO “Rasperia Trading Limited”: 24.1%
5. Following the reporting period, the company on 26 March 2024 received major holdings notifications pursuant to Sections 130ff of the Austrian Stock Exchange Act (BörseG) of 2018 stating that MKAO “Rasperia Trading Limited” had been transferred to Iliadis JSC. According to these notifications, MKAO “Rasperia Trading Limited”, with its 24.1% stake in STRABAG SE, is now controlled by Iliadis JSC, and Oleg Deripaska has relinquished his previous (indirect) control. As the company has no further information regarding this transaction, it is unable to carry out a final (sanctions) review. The company therefore continues to assume that the STRABAG shares held by MKAO “Rasperia Trading Limited” remain frozen in accordance with the EU Sanctions Regulation and that MKAO “Rasperia Trading Limited” cannot exercise the rights associated with these shares. As far as the company is aware, the acquisition of 28,500,000 STRABAG shares by Raiffeisenbank International AG as announced in the major holdings notification pursuant to Sections 130ff BörseG 2018 has not yet been completed.

1. 8. As outlined in item 6, the company held 2,779,006 own shares as at 31 December 2023, corresponding to 2.7% of the share capital. The remaining shares in the share capital of STRABAG SE, totalling around 11.7%, were in free float as at 31 December 2023. Since implementation of the increase in the company’s share capital on 21 March 2024 as described in item 2, the 2,779,006 treasury shares correspond to around 2.4% of the share capital and the free float to around 10.9%.

1. 9. Three shares of STRABAG SE are – as mentioned in item 1 – registered shares. Registered shares No. 1 and No. 2 allow their bearers to nominate a member each to the Supervisory Board of STRABAG SE; disposition of these registered shares, including their full or partial sale and pledging, requires the consent of the Supervisory Board. Registered share No. 1 is held by Klemens Peter Haselsteiner. As at 31 December 2023, registered share No. 2 is held by MKAO “Rasperia Trading Limited”. Since – as explained in items 3 and 7 – the EU Sanctions Regulation applies to MKAO “Rasperia Trading Limited”, its right from registered share No. 2 to nominate a member of the Supervisory Board is currently suspended.

1. 10. No employee stock option programmes exist.

1. 11. No further regulations exist beyond the aforementioned items regarding the nomination and recall of members of the Management and Supervisory Boards or regarding changes to the Articles of Association which are not a direct result of relevant law and legislation.

1. 12. The Management Board of STRABAG SE was authorised by resolution of the 18th Annual General Meeting on 24 June 2022 (i) to acquire own shares, in accordance with Section 65 Para 1 No 8 as well as Para 1a and 1b of the Austrian Stock Corporation Act (AktG), on the stock exchange, by public tender or in any other manner to the extent of up to 10% of the share capital, excluding any proportionate selling rights that may accompany such an acquisition (reverse exclusion of subscription rights), (ii) to reduce the share capital by withdrawing own shares acquired without a further resolution by the General Meeting, and (iii) to sell or assign own shares, in accordance with Section 65b Para 1 AktG, in a manner other than on the stock market or through a public tender, even to the exclusion of the shareholders’ buyback rights (subscription rights).

1. 13. With the exception of the agreements over a syndicated surety loan and a syndicated cash credit line, there exist no significant agreements to which STRABAG SE is party and which would become effective, change or end due to a change of control in STRABAG SE following a takeover offer.

1. 14. No compensation agreements exist between STRABAG SE and its Management and Supervisory Board members or employees in the event of a public takeover offer.