Boards

The Management Board of STRABAG SE brings together business management and engineering expertise with many years of experience. Its members are responsible for maintaining the financial balance and strategic objectives of the Group.

Management Board

From left to right: Christian Harder, Alfred Watzl, Stefan Kratochwill (CEO since 19 February 2025), Siegfried Wanker, Jörg Rösler; not pictured: Klemens Haselsteiner (CEO, passed away on 17 January 2025)

Klemens Haselsteiner completed a bachelor’s degree in business administration at DePaul University in Chicago and the Advanced Management Program at the Wharton School of the University of Pennsylvania before starting his career in 2004 at the auditing firm KPMG in Austria. After completing his civil service and gathering work experience at a Russian industrial group, he joined the STRABAG Group in Russia in 2011, where he worked as a commercial project manager, among other things. From 2015, he was employed at the Stuttgart subdivision of the German STRABAG Group company Ed. Züblin AG – initially as commercial business unit manager for turnkey construction, as of 2018 as commercial subdivision manager. Klemens Haselsteiner joined the Management Board of STRABAG SE on 1 January 2020 with responsibility for the areas of innovation, digitalisation and sustainability. On 1 January 2023, he was entrusted with the function of CEO of STRABAG SE. Klemens Haselsteiner passed away suddenly and unexpectedly on 17 January 2025. The remaining board members temporarily took over his responsibilities until Stefan Kratochwill was appointed CEO of STRABAG SE on 19 February 2025, with immediate effect.

Responsible for (until 17 January 2025)

Central Divisions BMTI, CML, SID, TPA, ZT; Central Staff Divisions; Benelux

Start of current period of office

1 January 2023

End of current period of office

31 December 2026 (passed away on 17 January 2025)

Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements

None

Management and supervisory tasks at important¹ subsidiaries

STRABAG AG, Austria (Chairman of the Supervisory Board until 17 January 2025)

Bau Holding Beteiligungs GmbH (Managing Director until 17 January 2025)

STRABAG Holding GmbH (Managing Director until 17 January 2025)

STRABAG Property and Facility Services GmbH, Austria (Chairman of the Supervisory Board until 17 January 2025)

Böhm BiB GmbH (previously Böhm Stadtbaumeister & Gebäudetechnik GmbH), Austria (Chairman of the Supervisory Board until 17 January 2025)

1 € 10 million minimum average consolidated output volume over past two years

Stefan Kratochwill studied engineering management and mechanical engineering at Vienna’s technical university TU Wien. Following his graduation in 2003, he joined the STRABAG Group as a trainee. His first assignments took him to South-East Europe, where he built up the organisational structures of the Group’s construction equipment subsidiary, STRABAG BMTI GmbH, in Romania, Bulgaria, Serbia and Montenegro. He later managed the European track construction machinery business until he was appointed central division head and managing director of STRABAG BMTI GmbH in 2017 with responsibility for more than 3,000 employees internationally. Stefan Kratochwill was appointed CEO of STRABAG SE in February 2025.

Responsible for (since 19 February 2025)
Central Divisions BMTI, CML, SID, TPA, ZT and Central Staff Divisions

Start of current period of office
19 February 2025

End of current period of office
31 December 2026

Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements
None

Management and supervisory tasks at important¹ subsidiaries
SBS Strabag Bau Holding Service GmbH (Managing Director until 4 March 2025)

STRABAG AG, Austria (Chairman of the Supervisory Board as of 13 March 2025)

Bau Holding Beteiligungs GmbH (Managing Director as of 5 March 2025)

STRABAG Holding GmbH (Managing Director as of 5 March 2025)

STRABAG Property and Facility Services GmbH, Austria (Chairman of the Supervisory Board as of 13 March 2025)

Böhm BiB GmbH (previously Böhm Stadtbaumeister & Gebäudetechnik GmbH), Austria (Chairman of the Supervisory Board until 21 March 2025)

1 € 10 million minimum average consolidated output volume over past two years

Christian Harder completed a degree in applied business administration at the University of Klagenfurt before joining the STRABAG Group through its predecessor Bau Holding Group in 1994. He advanced to director of accounting, to head of financial accounting and, finally, to central division director of Bau-, Rechen- und Verwaltungszentrum Gesellschaft m.b.H. (today STRABAG BRVZ GmbH). From 2008, he held the position of chairman of the central division management of BRVZ. He was appointed CFO of STRABAG SE effective 1 January 2013.

Responsible for

Central Division BRVZ

Start of current period of office

1 January 2023

End of current period of office

31 December 2026

Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements

Syrena Immobilien Holding AG (Chairman of the Supervisory Board)

Management and supervisory tasks at important¹ subsidiaries

STRABAG AG, Austria (Vice Chairman of the Supervisory Board)

Bau Holding Beteiligungs GmbH (Managing Director)

STRABAG Holding GmbH (Managing Director)

STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)

Böhm BiB GmbH (previously Böhm Baumeister & Gebäudetechnik GmbH), Austria (Member of the Supervisory Board until 21 March 2025)

AKA Alföld Koncessziós Autópálya Zártkörüen Müködo Részvénytársaság, Hungary (Member of the Supervisory Board)

STRABAG Sp. z o.o., Poland (Member of the Supervisory Board)

1 € 10 million minimum average consolidated output volume over past two years

Jörg Rösler studied civil engineering at Bauhaus University in Weimar and at the Engineering School for Construction in Gotha. He started his career in 1988 as a construction foreman at a local municipal agency for road construction in the Erfurt district. From 1991 to 2000, he deepened his professional experience in management positions at Hochtief AG in Thuringia and Saxony. Rösler joined the STRABAG Group in 2001, where he was entrusted with various management positions. In 2011, he advanced to become a member of the Management Board of the German subsidiary STRABAG AG. Effective 1 January 2023, Rösler was appointed to the Management Board of STRABAG SE, where he is responsible for the segment North + West.

Responsible for

Segment North + West:

Germany, Switzerland, Benelux (since 17 January 2025), Scandinavia, Ground Engineering

Start of current period of office

1 January 2023

End of current period of office

31 December 2026

Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements

None

Management and supervisory tasks at important¹ subsidiaries

Ed. Züblin AG, Germany (Chairman of the Supervisory Board)

STRABAG AG, Germany (Chairman of the Supervisory Board)

STRABAG AG, Austria (Member of the Supervisory Board)

STRABAG Property and Facility Services GmbH, Germany (Member of the Supervisory Board)

STRABAG AG, Switzerland (Member of the Board of Directors)

STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)

Böhm BiB GmbH (previously Böhm Baumeister & Gebäudetechnik GmbH), Austria (Member of the Supervisory Board until 21 March 2025)

1 € 10 million minimum average consolidated output volume over past two years

Siegfried Wanker studied civil engineering at Graz University of Technology before joining the STRABAG Group as site manager in 1994. Between 2001 and 2004, he held the position of managing director at several engineering service providers before rejoining the STRABAG Group in 2005. As a member of the Management Board of STRABAG AG, Austria, he was initially in charge of the international building construction business, then for corporate development and services, and finally for infrastructure project development. Siegfried Wanker has been a member of the Management Board of STRABAG SE since 1 January 2011.

Responsible for

Segment International + Special Divisions:

Tunnelling, International, Infrastructure Development, Real Estate Development, Building Solutions, United Kingdom (since January 2025 as a group division), Energy Infrastructure (since January 2025), STRABAG Hold Estate

Start of current period of office

1 January 2023

End of current period of office

31 December 2026

Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements

None

Management and supervisory tasks at important¹ subsidiaries

Ed. Züblin AG, Germany (Member of the Supervisory Board)

STRABAG AG, Germany (Member of the Supervisory Board)

STRABAG AG, Austria (Member of the Supervisory Board)

STRABAG Property and Facility Services GmbH, Germany (Chairman of the Supervisory Board)

STRABAG Sp. z o.o., Poland (Member of the Supervisory Board)

STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)

Böhm BiB GmbH (previously Böhm Stadtbaumeister & Gebäudetechnik GmbH), Austria (Member of the Supervisory Board until 21 March 2025)

AKA Alföld Koncessziós Autópálya Zártkörüen Müködo Részvénytársaság, Hungary (Chairman of the Supervisory Board)

1 € 10 million minimum average consolidated output volume over past two years

Alfred Watzl studied civil engineering at the Deggendorf Institute of Technology before beginning his professional career as site manager for STRABAG Sp. z o.o., Poland, in 1999. After several different management positions at the Polish subsidiary – including technical subdivision manager for Building Construction and Civil Engineering – he was a member of the Management Board of STRABAG Sp. z o.o. with responsibility for the Group’s Polish activities from 2013 to 2018. Alfred Watzl has been a member of the Management Board of STRABAG SE since 1 January 2019.

Responsible for

Segment South + East:

Austria, Poland, Czech Republic, Slovakia, Hungary, Romania, South-East Europe, Rest of Europe, Environmental Technology, Construction Materials

Start of current period of office

1 January 2023

End of current period of office

31 December 2026

Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements

None

Management and supervisory tasks at important¹ subsidiaries

STRABAG AG, Austria (Member of the Supervisory Board)

STRABAG a.s., Czech Republic (Chairman of the Supervisory Board)

STRABAG Sp. z o.o., Poland (Chairman of the Supervisory Board)

STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)

Böhm BiB GmbH (previously Böhm Stadtbaumeister & Gebäudetechnik GmbH), Austria (Member of the Supervisory Board until 21 March 2025)

1 € 10 million minimum average consolidated output volume over past two years

Working method of the Management Board: open exchange in meetings usually every two weeks

The Management Board of STRABAG SE – like the Supervisory Board – regards compliance with the Austrian Code of Corporate Governance as its primary duty and responsibility and is likewise committed to continually optimising the high internal legal, behavioural and ethical standards of STRABAG SE. Collegiality, openness, a constant exchange of experience and short decision-making chains are among the main guiding principles. In line with the rules of the Code, the Management Board of STRABAG SE works closely together with the Supervisory Board. In particular,

the Management Board regularly and extensively informs the Supervisory Board as to all relevant matters concerning the development of the company’s business, including the risk situation and risk management in the company and the important Group entities;
a regular exchange of information and opinions takes place between the CEO and the Chairwoman of the Supervisory Board concerning strategy, the development of the business, risk management and important business transactions, particularly acquisitions and disposals; the Management Board also involves the Supervisory Board in the development and implementation of sustainability aspects of the corporate strategy;
the Chairwoman of the Supervisory Board is informed immediately of any important occurrences;
the Management Board reports to the Supervisory Board at least once a year on the provisions taken to fight corruption.

The Management Board of STRABAG SE and its individual members conduct their business in accordance with the prevailing laws and legislation, the Articles of Association, and the Management Board’s Rules of Procedure as approved by the Supervisory Board. The Rules of Procedure obligate the Management Board and its individual members to provide extensive information and reporting to the Supervisory Board. The Rules of Procedure also define an extensive catalogue of measures and legal transactions requiring approval by the Supervisory Board in addition to the legally prescribed measures. Coordination within the Management Board occurs during regular meetings held approximately every two weeks as well as in the form of the daily informal exchange of information.

Matters discussed at the Management Board meetings include the current operations and the long-term company strategies, with a particular focus on sustainability. Sustainability issues – especially with regard to circularity and energy – hold a key position within the Group’s Strategy 2030. The Management Board regularly discusses the implications of climate change and the changing regulatory landscape for the business model and what STRABAG can do to address these factors. Also coordinated at the Management Board meetings are any current or outstanding management measures to be implemented by the relevant Management Board members.

Supervisory Board

Shareholder representatives

Kerstin Gelbmann graduated from the Vienna University of Economics and Business Administration and then spent five years working in auditing and tax consulting at Auditor Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH (initially a representative of Arthur Andersen in Vienna, then a full member of Deloitte). After passing her tax consultant exam, she joined the Dr. Erhard F. Grossnigg group of companies in 2002 with initial responsibility for various areas such as restructuring consulting, M&A, etc. She has been managing director of grosso holding Gesellschaft mbH since 2007. In 2010, she was also appointed to the Management Board of the newly established Austro Holding AG, where she has built up and continued to expand an SME investment portfolio. Kerstin Gelbmann joined the Supervisory Board of STRABAG SE in 2010 and took on the function of Chairwoman on 1 January 2024. Pursuant to Annex 1 of the 2023 Austrian Code of Corporate Governance, Supervisory Board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder are still deemed as independent after a period of 15 years on the Supervisory Board.

Start of current period of office

24 June 2022

End of current period of office

Until 2028 Annual General Meeting

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Yes

Erwin Hameseder received a master of law degree from the University of Vienna. From 1975 to 1987, he served as an officer in the Austrian Armed Forces, where he achieved the rank of colonel in the directorship services in 2002 and of brigadier in 2006. In 2017, he was promoted to major general in the militia of the Austrian Armed Forces. In 1987, he joined the legal department of RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN reg.Gen.m.b.H. From 1988 to 1994, he was responsible for investment management, from 1991 as head of the department. He was managing director of RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN reg.Gen.m.b.H. from 1994 to 2001 and director-general of RAIFFEISENHOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H (a spin-off from RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG) from 2001 to 2012. From 2007 to 2012, Erwin Hameseder also assumed the position of Chairman of the Management Board of RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG. He has been chairman of RAIFFEISENHOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H. since 4 May 2012 and was elected Advocate General of the Austrian Raiffeisen Association on 30 June 2022. Erwin Hameseder, who has been a member of the Supervisory Board since 1998, was elected to the Supervisory Board of STRABAG SE at the Annual General Meeting of 24 June 2022 with a term in office until the end of the Annual General Meeting that resolves on formally approving the actions of the Supervisory Board for the 2027 financial year. Pursuant to Annex 1 of the 2023 Austrian Code of Corporate Governance, Supervisory Board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder, are still deemed as independent after a period of 15 years on the Supervisory Board.

Start of current period of office

24 June 2022

End of current period of office

Until 2028 Annual General Meeting

Other supervisory board mandates or similar functions in national or foreign listed companies

AGRANA Beteiligungs-Aktiengesellschaft, Austria (Chairman)

Raiffeisen Bank International AG, Austria (Chairman)

Südzucker AG, Germany (2nd Vice Chairman)

Independent pursuant to Rule 53 ÖCGK

Yes

Andreas Brandstetter has been CEO of UNIQA Insurance Group AG since 2011. Before entering the insurance business in 1997, where he has held various leadership positions, he was head of the EU office of Österreichischer Raiffeisenverband. From 1993 to 1995, he was active in politics. Andreas Brandstetter graduated from the University of Vienna in 1994 with a doctorate degree in political science, also holds an Executive MBA from the California State University, Hayward, and completed further courses at the Stanford Graduate School of Business and the Harvard Business School. From 2018 to mid-2024, he served as president of Insurance Europe, the European insurance and reinsurance federation in Brussels.

Start of current period of office

24 June 2022

End of current period of office

Until 2028 Annual General Meeting

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Yes

Valerie Hackl is managing director of Gas Connect Austria with many years of experience in various management positions. From 2019 to 2024, she served as managing director of Austro Control GmbH. Before that, she was a member of the management board of ÖBB-Personenverkehr AG, having held several management positions within the ÖBB Group starting in 2012. From 2005 to 2011, she was a consultant for the international strategy consultancy Bain & Company in Munich. Valerie Hackl studied business administration at the Vienna University of Economics and Business and the University of British Columbia. She completed her doctoral studies at the University of St. Gallen. In 2024, Valerie Hackl was delegated to the Supervisory Board of STRABAG SE for an indefinite period of time by the authorised holder of registered share number 1.

Start of current period of office

25 January 2024

End of current period of office

Indefinite

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Yes

Gabriele Schallegger is Senior Vice President of Finance at publicly listed company Wienerberger. She studied business administration at the University of Graz and the University of Exeter and has completed an executive management course in St. Gallen. She started her career in auditing and tax consulting before moving on to commercial management positions at international companies such as Baxter, Orkla ASA, Semperit, Mondi, Mayr-Melnhof Karton and, most recently, the battery start-up CMBlu.

Start of current period of office

24 June 2022

End of current period of office

Until 2028 Annual General Meeting

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Yes

Delegated by the works council

Andreas Batke joined STRABAG AG, Cologne, as a land surveyor in 1991. He has been a member of the works council since May 1998 and currently serves as chairman of the general works council and chairman of the group works council of STRABAG AG, Cologne, vice chairman of the STRABAG SE works council and member of the Supervisory Board of STRABAG AG, Cologne.

First appointment

1 October 2009

End of current period of office

Indefinite

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Not applicable

Magdolna P. Gyulainé joined a predecessor company of STRABAG in Hungary as a bookkeeper in 1981 and is currently chairwoman of the employee representative organisation of the Hungarian group companies.

First appointment

1 October 2009

End of current period of office

Indefinite

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Not applicable

Georg Hinterschuster completed an apprenticeship in commercial site management at STRABAG Bau GmbH from 1984 to 1987 before starting his professional career as a group clerk in civil engineering in St. Valentin, Austria. From 1997 to 2000, he took over a commercial management task for the Transportation Infrastructures and the Building Construction & Civil Engineering segments in the Czech Republic, and from 2000 to 2008, he worked as a commercial group manager in building construction and civil engineering in Upper Austria. Georg Hinterschuster was elected to the works council in 1991 and is currently a member of the group and central works council of STRABAG in Austria as well as a member of the STRABAG SE works council.

First appointment

13 October 2014

End of current period of office

Indefinite

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Not applicable

Wolfgang Kreis joined Ed. Züblin AG as a commercial clerk in 1979. He was elected to the works council in 1987 and was a member of the Supervisory Board of STRABAG AG in Germany and Vice Chairman of the STRABAG SE works council until his retirement in 2024.

First appointment

1 October 2009

End of current period of office

Indefinite; mandate ended on 31 July 2024

Other supervisory board mandates or similar functions in national or foreign listed companies

None

Independent pursuant to Rule 53 ÖCGK

Not applicable

Karl Gerdes started his career at STRABAG AG, Cologne, as a carpenter in 1988, subsequently holding the position of occupational safety specialist within the Group. He was elected to the works council in 1998 and is currently chairman of the general works council of Ed. Züblin AG. Karl Gerdes is a member of the Supervisory Board of both Ed. Züblin AG and STRABAG AG, Cologne.

First appointment
1 August 2024

End of current period of office
Indefinite

Other supervisory board mandates or similar functions in national or foreign listed companies
None

Independent pursuant to Rule 53 ÖCGK
Not applicable

Independence of the Supervisory Board

All members of the Supervisory Board of STRABAG SE and its committees who have been elected by the Annual General Meeting or appointed by shareholders are independent in accordance with the conditions contained within the Austrian Code of Corporate Governance (see also the information on the website of STRABAG SE) and have explicitly committed themselves to complying with the Austrian Code of Corporate Governance. New members of the Supervisory Board receive detailed information regarding the avoidance of conflicts of interest upon assumption of their activities. The independence of the Supervisory Board members is defined by the following guidelines (excerpt from the Rules of Procedure for the Supervisory Board as amended on 5 May 2022):

Guidelines for the independence of Supervisory Board members of STRABAG SE (“the company”) in accordance with C-Rule 53 of the Austrian Code of Corporate Governance

A member of the Supervisory Board of the company shall be deemed independent if he or she has no business or personal relations with the company or its Management Board which would constitute a material conflict of interest and thus could influence the member’s behaviour. Moreover, the members of the Supervisory Board shall comply with the following guidelines adapted from the Austrian Code of Corporate Governance:

The Supervisory Board member shall not have served as a member of the Management Board or as a manager of the company or one of its subsidiaries in the past five years.
The Supervisory Board member shall not maintain or have maintained in the past year any business relations with the company or one of its subsidiaries to an extent of significance for the Supervisory Board member. This shall also apply to relationships with companies in which the Supervisory Board member has a considerable economic interest, but not for the performance of board functions within the Group. The approval of individual transactions by the Supervisory Board according to L-Rule 48 does not automatically mean the person is qualified as not independent.
The Supervisory Board member shall not have been auditor of the company or have owned a share in the auditing company or have worked there as an employee in the past three years.
The Supervisory Board member shall not be a member of the Management Board of another company, in which a Management Board member of the company is a Supervisory Board member.
The Supervisory Board member shall not be a member of the Supervisory Board for more than 15 years. This does not apply to Supervisory Board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder.
The Supervisory Board member shall not be a close relative (direct offspring, spouse, partner, parent, uncle, aunt, sibling, niece, nephew) of a Management Board member or of persons in one of the aforementioned positions.

It shall be the responsibility of each member of the Supervisory Board of the company elected by the Annual General Meeting or delegated by the shareholders to declare his or her independence according to the criteria defined.

In the period under report, no contracts subject to approval by the Supervisory Board were concluded by the company with members of the Supervisory Board (L-Rule 48 of the Austrian Code of Corporate Governance).

Working methods of the Supervisory Board

In the 2024 financial year, the Supervisory Board diligently performed the duties incumbent upon it under Austrian law, the Articles of Association, the Austrian Code of Corporate Governance (ÖCGK), and the Rules of Procedure. It met for a total of five meetings last year and so complied with the Code’s minimum requirement to meet at least once every three months (C-Rule 36). All members personally attended at least half of the meetings during their period in office (C-Rule 58). Besides these regular meetings, there is a constant open discourse and exchange of opinion among the individual members of the Supervisory Board as well as between the individual members of the Supervisory Board and the Management Board.

Committees: Executive Committee, Presidential and Nomination Committee, and Audit Committee

There were three meetings of the Audit Committee, one meeting of the Executive Committee and no meetings of the Presidential and Nomination Committee.

In accord with its tasks and obligations, the Audit Committee dedicated itself to monitoring the accounting procedures (including the preparation of the consolidated financial statements) and the work of the auditor (including the audit of the consolidated financial statements). During the review of the effectiveness of the internal control system and the risk management system, the Audit Committee focused on specific selected projects. Also reviewed and monitored were the function of the audit system and the qualification and independence of the auditor (group financial auditor), especially with respect to the additional services provided to the company being audited. The internal audit department informed the Audit Committee of the auditing plan and of material findings pursuant to C-Rule 18 of the Austrian Code of Corporate Governance.

Composition of the Committees of the Supervisory Board

Committee	Members	Tasks
Executive Committee	Mag. Kerstin Gelbmann Mag. Erwin Hameseder	The Executive Committee deals with all matters affecting the relations between the company and the members of the Management Board, especially matters relating to the remuneration of Management Board members but excluding decisions regarding the appointment or removal of a Management Board member or regarding the granting of stock options.
Presidential and Nomination Committee	Mag. Kerstin Gelbmann Mag. Erwin Hameseder Georg Hinterschuster	The Presidential and Nomination Committee submits proposals to the Supervisory Board for filling new mandates or ones that become free on the Management Board, deals with issues relating to successor planning and makes decisions in urgent cases. In addition, it is authorised to give its consent to the disposal of registered shares in accordance with Sec 4 Para 4 of the Articles of Association.
Audit Committee	Mag. Kerstin Gelbmann Mag. Erwin Hameseder Dr. Andreas Brandstetter Andreas Batke Georg Hinterschuster	The responsibilities of the Audit Committee include the tasks assigned to it under Sec 92 Para 4a (4) of the Austrian Stock Corporation Act (AktG) as well as by Regulation (EU) No. 537/2014, namely:
		monitoring the accounting procedures, as well as making recommendations or proposals to ensure their reliability
		monitoring the effectiveness of the internal control system, the internal audit system and the risk management system of the company, in particular through consideration of the report of the auditor on the efficacy of the risk management system
		monitoring the statutory audit and the audit of the consolidated financial statements and incorporating findings and conclusions in reports to be published by the Audit Oversight Body in accordance with Sec 4 Para 2 (12) of the Austrian Audit Oversight Act (APAG)
		assessing and monitoring the independence of the auditor (group financial auditor); in particular, the Audit Committee accepts the annual report of the Management Board on the non-audit-related services actually provided following its prior approval
		reporting to the Supervisory Board on the audit findings with a description of how the audit has contributed to the reliability of the financial reporting and of the role of the Audit Committee
		assessing the annual financial statements and preparing their approval, assessing the proposal for the appropriation of net income, of the management report and of the corporate governance report, as well as reporting on the audit findings to the Supervisory Board
		assessing the consolidated financial statements and the group management report, the Consolidated Corporate Governance Report as well as reporting on the audit findings to the Supervisory Board
		preparing the procedure to select the auditor (group financial auditor) in consideration of the adequacy of the fee as well as recommending the choice to the Supervisory Board
		assessing the report on specific requirements regarding statutory audits under Article 11 of Regulation (EU) No. 537/2014;
		in accordance with C-Rule 81a of the Austrian Code of Corporate Governance, defining a mode of mutual communication during a meeting with the auditor

Annual general meeting and shareholders

The shareholders, as owners of the company, exercise their rights by vote at the Annual General Meeting. More information about the Annual General Meeting and the shareholder structure is available in the chapter “Investor Relations”.

In the interest of an open communication with shareholders, creditors, clients, analysts, employees and the interested public, transparency is of great importance to STRABAG SE. Important elements of this open communication are the quarterly reporting of STRABAG SE, ongoing direct investor and analyst contacts, the participation in roadshows and conferences as well as publications and disclosures online and especially on the company website. More details about the company’s extensive information activities in this regard are available in the chapter “Investor Relations”.

Conflicts of interest

Both the Management Board and the Supervisory Board are required to disclose conflicts of interest. The members of the Management Board must immediately disclose to the Supervisory Board any material personal interests in transactions of the company and group companies as well as any other conflicts of interest. Furthermore, they must also inform the other members of the Management Board of this. Members of the Management Board who hold management positions at other companies must work towards a fair balance of interests of the companies involved. Supervisory Board members who find themselves in a conflict of interest must immediately disclose this to the Chairperson of the Supervisory Board. If the Chairperson of the Supervisory Board finds himself or herself in a conflict of interest, he or she must immediately disclose this to their deputy. The conclusion of contracts with members of the Supervisory Board in which such members are committed to the performance of a service outside of their activities on the Supervisory Board for the company or a subsidiary for a remuneration not of minor value requires the consent of the Supervisory Board. This also applies to contracts with companies in which a member of the Supervisory Board holds a considerable economic interest.

Directors’ Dealings

Proprietary transactions with STRABAG SE shares and/or bonds by members of the company’s boards, by persons or companies who maintain a close relationship to the board members, and by other management-level employees with corporate-wide responsibilities are reported as required by law and continually posted on the website of STRABAG SE. In 2024, there were no transactions with STRABAG SE shares or bonds involving members of the above-mentioned group of persons.

In connection with the capital measures to reduce the shareholding of MKAO “Rasperia Trading Limited” in STRABAG SE, eight directors’ dealings disclosures were made in 2023. The subject of these disclosures was the exercise of subscription rights – by members of the aforementioned group of persons – to elect a distribution in the form of shares. Following the registration of the capital increase in the commercial register, the distribution in the form of shares took place in the course of an ordinary non-cash capital increase in March 2024, based on the resolutions of the 19^th Annual General Meeting of STRABAG SE that was held on 16 June 2023.

Boards

Management Board

Klemens Haselsteiner, BBA, BF

CEO (until 17 January 2025)

Dipl. Ing. Stefan Kratochwill

CEO (since 19 February 2025)

Mag. Christian Harder

CFO

Dipl.-Ing. (FH) Jörg Rösler

Member of the Management Board

Dipl.-Ing. Siegfried Wanker

Member of the Management Board

Dipl.-Ing. (FH) Alfred Watzl

Member of the Management Board

Working method of the Management Board: open exchange in meetings usually every two weeks

Supervisory Board

Shareholder representatives

Mag. Kerstin Gelbmann

Chairwoman of the Supervisory Board

Mag. Erwin Hameseder

Vice Chairman of the Supervisory Board

Dr. Andreas Brandstetter

Member of the Supervisory Board

Dr. Valerie Hackl

Member of the Supervisory Board

Mag. Gabriele Schallegger

Member of the Supervisory Board

Delegated by the works council

Dipl.-Ing. Andreas Batke

Member of the Supervisory Board

Magdolna P. Gyulainé

Member of the Supervisory Board

Georg Hinterschuster

Member of the Supervisory Board

Wolfgang Kreis

Member of the Supervisory Board (until 31 July 2024)

Karl Gerdes

Member of the Supervisory Board (since 1 August 2024)

Independence of the Supervisory Board

Guidelines for the independence of Supervisory Board members of STRABAG SE (“the company”) in accordance with C-Rule 53 of the Austrian Code of Corporate Governance

Working methods of the Supervisory Board

Committees: Executive Committee, Presidential and Nomination Committee, and Audit Committee

Composition of the Committees of the Supervisory Board

Annual general meeting and shareholders

Conflicts of interest

Directors’ Dealings