Other notes
The core shareholders of STRABAG SE are the Haselsteiner Group as well as the Raiffeisen Holding NÖ-Wien Group and the UNIQA Group. A syndicate agreement was concluded between the core shareholders on 18 August 2022.
The minority shareholder MKAO “Rasperia Trading Limited” was – at least until 22 March 2024 – controlled by Russian businessman Oleg Deripaska, who was added to the sanctions lists in the following jurisdictions: Canada (on 6 March 2022), United Kingdom (on 10 March 2022), Australia (on 18 March 2022), European Union (on 8 April 2022), Switzerland (on 13 April 2022) and Poland (on 26 April 2022). Due to the EU sanctions against Oleg Deripaska, the shares of MKAO “Rasperia Trading Limited” in STRABAG SE and all rights associated with these shares, including voting rights and dividend entitlements, are frozen. The joint control from MKAO “Rasperia Trading Limited” over STRABAG SE with the Austrian core shareholders, which had existed since 2007 on the basis of a syndicate agreement terminated by Haselsteiner Familien-Privatstiftung on 15 March 2022 with effect from 31 December 2022, thus also ended when the EU sanctions came into force on 8 April 2022. Irrespective of this, as a result of the EU sanctions against Oleg Deripaska there has been no significant influence since 8 April 2022, so that MKAO “Rasperia Trading Limited” no longer constitutes a related party.
A dividend of € 2.00 per share was approved at the Annual General Meeting of 16 June 2023. As the dividend claims from the shares held by MKAO “Rasperia Trading Limited” are frozen due to the sanctions imposed on Oleg Deripaska, the dividend attributable to MKAO “Rasperia Trading Limited” less capital gains tax in the amount of T€ 41,325 was, as in the previous year, not paid out. As at 31 December 2023, unpaid dividend claims amounting to T€ 82,650 (2022: T€ 41,325) are therefore reported as other current financial liabilities.
Several capital measures were approved at the 19th Annual General Meeting of STRABAG SE on 16 June 2023. See also the comments under item (26) Equity. With these measures, which were completed with entry of the capital increase into the commercial register on 21 March 2024, the stake held by MKAO “Rasperia Trading Limited” was reduced from 27.8% to 24.1%.
As the shares in STRABAG SE held by MKAO “Rasperia Trading Limited” and all rights associated with these shares, including voting rights and dividend entitlements, are frozen by the EU sanctions against Oleg Deripaska, MKAO “Rasperia Trading Limited” was not entitled to a rights offer for new shares in respect of its 28,500,001 ordinary shares in the company.
The distribution entitlement attributable to MKAO “Rasperia Trading Limited” from the capital reduction, amounting to T€ 257,925, is recognised as other current financial liabilities and will also be withheld due to the existing sanctions.
In the 2023 financial year, as in the previous year, there were no business relationships with companies attributable to Oleg Deripaska.
On 19 December 2023, the Management Board of STRABAG SE was informed by the Russian joint stock corporation Iliadis JSC and Oleg Deripaska, by means of a major holdings notification pursuant to Sections 130ff of the Austrian Stock Exchange Act (BörseG), that Iliadis JSC on 14 December 2023 concluded a purchase agreement for 100% of the shares in MKAO “Rasperia Trading Limited”, although this transaction had not yet been carried out.
The Management Board of STRABAG SE was then informed that Raiffeisenbank International AG wants to acquire the 28,500,000 shares in STRABAG SE held by MKAO “Rasperia Trading Limited”. According to the announcement by Raiffeisenbank International AG, the multiple-step transaction – further details of which were not known to STRABAG SE – is subject to various reviews, approvals and other conditions, including a sanctions review, and was expected to close in the first quarter of 2024.
On 26 March 2024, the company was informed by means of major holdings notifications pursuant to Sections 130ff of the Austrian Stock Exchange Act (BörseG) that the transaction in Russia that had been announced in December 2023 had been completed and 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.
The company has no further information regarding the transaction that has now been completed as announced in the major holdings notifications. It is therefore currently not possible to carry out a sanctions review, so that the company continues to assume that the STRABAG shares held by MKAO “Rasperia Trading Limited” remain frozen in accordance with the EU Sanctions Regulation.
STRABAG has no information on the implementation status of the intended acquisition of STRABAG shares by Raiffeisenbank International AG.
Raiffeisen Holding NÖ-Wien / UNIQA Group
Arm’s-length finance and insurance transactions exist with the Raiffeisen Holding NÖ-Wien Group and the UNIQA Group. The receivables on 31 December 2023 to the Raiffeisen Group relating to current accounts and investments amounted to T€ 446,904 (2022: T€ 522,584), the payables on 31 December 2023 to the Raiffeisen Group relating to financing and current accounts amounted to T€ 1,507 (2022: T€ 4,050). The interest income in the 2023 financial year amounted to T€ 15,046 (2022: T€ 5,088), and the interest expense amounted to T€ 173 (2022: T€ 470).
Premiums for insurance contracts with the UNIQA Group were recognised as an expense in the amount of T€ 837 (2022: T€ 772).
Haselsteiner Group
With effect from 1 January 2023, Haselsteiner Familien-Privatstiftung withdrew from five real estate companies of the Züblin subgroup, of which it held 5.1% each, in return for compensation totalling T€ 2,380. The acquisition of the minority interests had an impact of T€ -858 on the Group’s earnings. The income from real estate companies attributable to the Haselsteiner Group is included in net interest income at T€ -116 in the previous year.
The Haselsteiner Group now holds 5.1% of each of the following: STRABAG Real Estate GmbH, Cologne, and Züblin Projektentwicklung GmbH. The earnings from these companies are reported under income attributable to non-controlling interests with an amount of T€ -5 (2022: T€ 959). In the 2023 financial year, the dividends from the above-mentioned companies amounted to T€ 22 (2022: T€ 114).
The business relations between STRABAG SE and the companies of the Haselsteiner Group during the financial year, including joint investments, mainly relate to construction services and are presented as below.
T€ | 2023 | 2022 |
Work and services performed | 24,001 | 29,147 |
Work and services received | 8,224 | 4,835 |
Receivables as at 31.12. | 23,092 | 30,248 |
Liabilities as at 31.12. | 1,355 | 858 |
IDAG
IDAG Immobilienbeteiligung u. -Development GmbH is entirely held by private foundations whose beneficiaries are the Haselsteiner Group and the Raiffeisen-Holding NÖ-Wien Group. It is the business purpose of IDAG Immobilienbeteiligung u. -Development GmbH to develop property and to participate in property projects.
STRABAG’s headquarters in Vienna and office buildings in Graz are held in the real estate portfolio of subsidiaries of IDAG Immobilienbeteiligung u. -Development GmbH. The buildings are let to the STRABAG SE Group at the usual market conditions. Rental costs arising from both buildings in the 2023 financial year amounted to T€ 9,761 (2022: T€ 8,998). Under IFRS 16, these leases are recognised as right-of-use assets and lease liabilities. The consolidated financial statements as at 31 December 2023 show right-of-use assets of T€ 56,506 (2022: T€ 55,329) and lease liabilities of T€ 34,842 (2022: T€ 29,514). The lease liabilities are presented less the rental deposits of T€ 23,970 (2022: T€ 27,861). Other services in the amount of T€ 116 (2022: T€ 180) were obtained from the IDAG Group.
Furthermore, revenues of T€ 1,574 (2022: T€ 846) were made with the IDAG Group in the 2023 financial year. In the 2023 financial year, a dividend from an investment of the IDAG Group, in which the STRABAG SE Group holds a minority interest, in the amount of T€ 102 (2022: T€ 694) was recognised as investment income.
Investments in equity-accounted investments
Holcim Cement CE Holding GmbH bundles the cement activities of Holcim, a market leader in construction materials manufacturing, and STRABAG in the countries of Central Europe. The joint activities aim at maintaining a commensurate cement supply in the Group’s core countries. In 2023, STRABAG procured cement services worth T€ 41,667 (2022: T€ 36,333). At the balance sheet date, there were liabilities to Holcim Cement CE Holding GmbH Group in the amount of T€ 842 (2022: T€ 1,123).
The business transactions with the other equity-accounted investments can be presented as follows:
T€ | 2023 | 2022 |
Work and services performed | 148,936 | 119,612 |
Work and services received | 77,259 | 65,674 |
Receivables as at 31.12. | 21,496 | 45,902 |
Liabilities as at 31.12. | 14,272 | 15,414 |
Financing receivables as at 31.12. | 109,821 | 110,819 |
For information about consortia we refer to item (17) Notes on consortia.
Management
Concerning business transactions with the Management Board members and employees of the first management level (management in key positions) and with their family members and companies which are controlled by the management in key positions or decisively influenced by them in the reporting period, services worth T€ 452 (2022: T€ 860) were provided and services worth T€ 34 (2022: T€ 55) were procured. At the balance sheet dates, there were receivables in the amount of T€ 0 (2022: T€ 264) and liabilities in the amount of T€ 0 (2022: T€ 0) out of these business relations.
The total remuneration including any severance and pension payments, as well as other long-term payments for employees of the first management level, amounted to T€ 25,118 (2022: T€ 23,657) in the reporting period. Of this amount, T€ 24,867 (2022: T€ 23,399) is attributable to the current remuneration, which includes fixed and variable remuneration for the previous financial year, and T€ 251 (2022: T€ 258) to severance and pension payments. As at 31 December 2023, obligations from variable remuneration amounted to T€ 18,000 (2022: T€ 19,069). These include the provisions for profit-sharing for the financial year as well as retentions from variable remuneration.
Management Board
Klemens H a s e l s t e i n e r, BBA, BF (CEO since 1 January 2023)
Mag. Christian H a r d e r
Dipl.-Ing. (FH) Jörg R ö s l e r (since 1 January 2023)
Dipl.-Ing. Siegfried W a n k e r
Dipl.-Ing. (FH) Alfred W a t z l
Supervisory Board
Mag. Kerstin G e l b m a n n (Chairman since 1 January 2024)
Dr. Alfred G u s e n b a u e r (Chairman until 31 December 2023)
Mag. Erwin H a m e s e d e r (Vice Chairman)
Dr. Andreas B r a n d s t e t t e r
Dr. Valerie H a c k l (since 25 January 2024)
Mag. Gabriele S c h a l l e g g e r
Dipl.-Ing. Andreas B a t k e (works council)
Magdolna P. G y u l a i n é (works council)
Georg H i n t e r s c h u s t e r (works council)
Wolfgang K r e i s (works council)
The total salaries of the Management Board members in the financial year amount to T€ 9,953 (2022: T€ 9,815). The severance payments for Management Board members amount to T€ 166 (2022: T€ 111). As at 31 December 2023, obligations exist from variable remuneration amounted to T€ 6,687 (2022: T€ 9,631). These include the provisions for profit-sharing for the financial year as well as retentions from variable remuneration.
The remunerations for the Supervisory Board members in 2023 amounted to T€ 240 (2022: T€ 244). Neither the Management Board members nor the Supervisory Board members of STRABAG SE received advances or loans.
The expenses for the auditor, KPMG Austria GmbH, incurred in the financial year amount to T€ 1,826 (2022: T€ 1,684) of which T€ 1,653 (2022: T€ 1,506) were for the audit of the consolidated financial statements (including the audit of separate financial statements of group companies) and T€ 173 (2022: T€ 178) for other services.
With entry of the increase in the share capital from € 102,600,000.00 to € 118,221,982.00 in the commercial register on 21 March 2024, the capital measures approved by the Annual General Meeting on 16 June 2023 to reduce the stake held by the minority shareholder MKAO “Rasperia Trading Limited” were completed. As of this date, the increase in the share capital can be recognised in the balance sheet. A detailed description of the capital measures can be found under item (26) Equity.
On 26 March 2024, STRABAG SE received major holdings notifications from Oleg Deripaska and Iliadis JSC indicating that MKAO “Rasperia Trading Limited” had been transferred to Iliadis JSC, thus completing the sale in Russia that had been announced in December 2023.
According to the 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.
STRABAG has no further information regarding the transaction that has now been completed in Russia as announced in the major holdings notifications. It is therefore currently not possible to carry out a sanctions review, so that STRABAG continues to assume that the STRABAG shares held by MKAO “Rasperia Trading Limited” remain frozen in accordance with the EU Sanctions Regulation.
The Management Board proposes to pay out a dividend in the amount of € 2.20 per dividend-bearing share for the 2023 financial year. Taking into account the increase in share capital on 21 March 2024 to 118,221,982 shares, the maximum distribution amount would be T€ 260,088, which corresponds to 41.3% of the net income after minorities of T€ 630,508.
In Austrian companies organised as corporations limited by shares, the consolidated financial statements prepared by the Management Board are approved by the Supervisory Board. The STRABAG SE Supervisory Board meeting for the approval of the consolidated financial statements for the year ended 31 December 2023 will take place on 23 April 2024.
Villach, 4 April 2024
The Management Board
Klemens Haselsteiner, BBA, BF
CEO
Central Staff Divisions and
Central Divisions BMTI, CML, SID, TPA and ZT, Winding up Russia
Mag. Christian Harder
CFO
Central Division BRVZ
Dipl.-Ing. (FH) Jörg Rösler
Member of the Management Board
Segment North + West
Dipl.-Ing. Siegfried Wanker
Member of the Management Board
Segment International + Special Divisions
Dipl.-Ing. (FH) Alfred Watzl
Member of the Management Board
Segment South + East