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 noncommitted 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. 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 was thus increased from € 102,600,000.00 by € 15,621,982.00 to € 118,221,982.00.

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 was controlled by Oleg Deripaska at this 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. MKAO “Rasperia Trading Limited” was placed on the U.S. sanctions list by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) on 15 April 2024. On 28 June 2024, the Council of the European Union included MKAO “Rasperia Trading Limited” on the EU sanctions list (no. 477) by means of Council Implementing Regulation (EU) 2024/1842.

1. 4. The syndicate agreement concluded in 2007 between Haselsteiner Group (Haselsteiner Familien-Privatstiftung, Dr. Hans Peter Haselsteiner, Klemens Peter Haselsteiner (deceased 17 January 2025)), 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” 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” remains 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”, the restrictions of the EU Sanctions Regulation apply to the right of first refusal as well.

1. 5. Haselsteiner Familien-Privatstiftung, Dr. Hans Peter Haselsteiner and Klemens Peter Haselsteiner (deceased 17 January 2025), 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 2024, the company held 2,779,006 own shares (2.4% of the share capital), which it acquired as part of a share purchase agreement concluded with Haselsteiner Familien Privatstiftung, RAIFFEISEN-HOLDING NIEDERÖSTERREICHWIEN 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 2024:
   – Haselsteiner Group: 30.7%
   – Raiffeisen Group: 15.4%
   – UNIQA Group: 16.6%
   – MKAO “Rasperia Trading Limited”: 24.1%
3. On 24 March 2025, a major holdings notification was submitted pursuant to Section 130 of the Austrian Stock Exchange Act (BörseG) stating that the Haselsteiner Group (Haselsteiner Familien-Privatstiftung) had sold 2,000,000 of its STRABAG shares. The transaction took the form of a private placement with institutional investors by means of an accelerated bookbuilding process. The Haselsteiner family now holds a stake of around 29% in STRABAG SE, while the free float increased to around 12.6%. The holdings of the other shareholder groups remained unchanged.
5. On 26 March 2024, the company 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, was now controlled by Iliadis JSC, and Oleg Deripaska had relinquished previous (indirect) control. Between 11 December 2024 and 19 December 2024, the company received further major holdings notifications announcing the cancellation of the transaction between MKAO Valtoura Holdings Limited and Iliadis JSC that had been reported in March 2024. According to these notifications, MKAO “Rasperia Trading Limited” is now again controlled by MKAO Valtoura Holdings Limited. As to who controls MKAO Valtoura Holdings Limited, “unknown” was entered in the reporting field, although, according to the notification, the Austrian Financial Market Authority (FMA) has requested that MKAO Valtoura Holdings Limited disclose details regarding the ultimate controlling entity. MKAO Valtoura Holdings Limited has not made a corresponding notification. With regard to the STRABAG shares held by MKAO “Rasperia Trading Limited”, these remain frozen in accordance with the EU Sanctions Regulation and no rights may be exercised thereunder.
7. In October 2024, the Austrian parties to the 2007 syndicate agreement brought an action against MKAO “Rasperia Trading Limited” before an arbitration court in Amsterdam to determine that the right of first refusal (see item 4) continued to apply and that the transfer of shares in MKAO “Rasperia Trading Limited” from MKAO Valtoura Holdings Limited to Iliadis JSC (see above) constituted a change of control, meaning that MKAO “Rasperia Trading Limited” was obliged to offer its STRABAG shares to the Austrian parties to the 2007 syndication agreement or to transfer these accordingly. The arbitration proceedings are pending. Sanction-compliant implementation of the exercise of the right of first refusal must also be clarified with the relevant sanctioning authorities.

1. 8. As outlined in item 6, the company held 2,779,006 own shares as at 31 December 2024, corresponding to 2.4% of the share capital. The remaining shares in the share capital of STRABAG SE, totalling around 10.9%, were in free float as at 31 December 2024. In March 2024, following the placement of 2,000,000 STRABAG shares by the Haselsteiner Group (Haselsteiner Familien-Privatstiftung), the free float increased to around 12.6% (see item 7).

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. As at 31 December 2024, registered share No. 1 was held by Klemens Peter Haselsteiner (deceased 17 January 2025) and registered share No. 2 was 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 20th Annual General Meeting on 14 June 2024 (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 65 Para 1b AktG, in a manner other than on the stock market or through a public tender.

1. 13. The Management Board of STRABAG SE was authorized by resolution of the 20th Annual General Meeting on 14 June 2024, in accordance with Section 169 AktG, to increase the company’s share capital by up to € 59,110,991.00 through the issue of up to 59,110,991 new no-par-value shares against cash and/or non-cash contributions. The Management Board is authorised, with the consent of the Supervisory Board, to exclude shareholders’ subscription rights in whole or in part. The authorisation to increase the share capital has not yet been utilised and therefore remains in full force.

1. 14. 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. 15. No compensation agreements exist between STRABAG SE and its Management and Supervisory Board members or employees in the event of a public takeover offer.