27 Equity

Details as to the development of the equity of STRABAG SE are represented in the statement of changes in equity.

The fully paid-in share capital as at 31 December 2024 amounts to € 118,221,982.00 and is divided into 118,221,979 no-par bearer shares and three registered shares. STRABAG SE held 2,779,006 treasury shares as at 31 December 2024.

Various capital measures were adopted by the Annual General Meeting of STRABAG SE held on 16 June 2023 to reduce the stake of minority shareholder MKAO “Rasperia Trading Limited” from 27.8% to below 25%. The full text of the resolutions is available on the website of STRABAG SE at www.strabag.com.

The capital measures are summarised below:

Capital increase (capital adjustment) from company funds

The share capital of the Company of € 102,600,000.00 was increased by € 1,900,000,000.00 to € 2,002,600,000.00 from company funds without the issue of new shares.

Ordinary capital reduction for the purpose of allocation to non-committed capital reserves

The share capital of the Company after the capital adjustment in the amount of € 2,002,600,000.00 was reduced by € 996,620,004.30 to € 1,005,979,995.70 for the purpose of allocation to non-committed reserves of the Company (“Capital reduction for the purpose of allocation to non-committed reserves”).

Ordinary capital reduction with the option of subscribing for new shares against a non-cash contribution of the distribution entitlements

The share capital of the Company was reduced from € 1,005,979,995.70 by € 903,379,995.70 to € 102,600,000.00 for the purpose of repaying the reduction amount to the shareholders of the Company (“capital reduction for the purpose of distribution”). The distribution entitlement resulting from the capital reduction in the amount of € 9.05 per no-par share entitled to distribution (“distribution entitlement”) was paid in cash or, at the option of each shareholder, in new shares of the Company issued in connection with the non-cash capital increase.

Ordinary non-cash increase of the share capital of the Company

The share capital of the Company was increased by up to € 24,955,248.00 through the issue of up to 24,955,248 new no-par bearer shares (ordinary shares), each with a pro-rata amount of the share capital of € 1.00 (hereinafter “new shares”), against non-cash contributions through the waiver of distribution entitlements.

The shareholders were granted the legal subscription rights. The subscription ratio was set at 1:4 (1 new share for 4 existing shares) (“subscription ratio”) and the subscription price per new share at € 36.20 (“subscription price”). The contribution in kind to be made for the subscription of each new share therefore comprised 4 distribution entitlements in the nominal amount of € 9.05 per share entitled to distribution.

The minority shareholder MKAO “Rasperia Trading Limited” is controlled by Russian businessman Oleg Deripaska. 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. Consequently, MKAO “Rasperia Trading Limited” was not entitled to a rights offer for new shares in respect of its 28,500,001 ordinary shares.

The subscription period for choosing the share option ended on 29 September 2023. As contractually agreed in advance, the core shareholders – the Haselsteiner family, UNIQA and Raiffeisen – chose to exercise the share-based option. Additionally, 26.4% of STRABAG SE’s free float shareholders also opted to receive new shares. As a result, shareholders representing 87.6% of the eligible shares chose the share-based option. This corresponds to 60.9% of the company’s share capital.

Consequently, only the capital reduction amount of T€ 337,864 attributable to the distribution option was represented as a decrease in equity and other current financial liabilities in the consolidated financial statements as at 31 December 2023.

15,621,982 new shares were issued as part of the ordinary non-cash capital increase in March 2024, increasing the share capital by 15.2% from € 102,600,000.00 to € 118,221,982.00. The share capital increase was entered into the commercial register on 21 March 2024. With this date, the increase in share capital can be recognised in the balance sheet. The stake held by minority shareholder MKAO “Rasperia Trading Limited” was thus reduced from 27.8% to 24.1%.

Payment of the dividend from the capital reduction to the free float, which had opted against the share option, was completed on 3 December 2024.

The T€ 257,925 attributable to minority shareholder MKAO “Rasperia Trading Limited” remains frozen due to the sanctions provisions and therefore continues to be recognised under other current financial liabilities.

All of the capital measures adopted by the Annual General Meeting on 16 June 2023 are now legally effective. MKAO “Rasperia Trading Limited” (Rasperia) had contested the resolutions on the capital measures. Following dismissal of the appeal by the Higher Regional Court of Graz, Rasperia ultimately decided not to file a challenge with the Supreme Court of Justice. As a result, the legal proceedings have been conclusively brought to an end.

The following resolutions were passed at the Annual General Meeting of STRABAG SE held on 14 June 2024:

Resolution concerning the authorisation of the Management Board to increase capital pursuant to Section 169 of the Austrian Stock Corporation Act (AktG) (authorised capital) against cash contributions and/or contributions in kind, including authorisation of the Management Board to exclude subscription rights, and amendment of Article 4 (1) of the Articles of Association

For a period of five years after entry of the corresponding amendment to the Articles of Association in the Commercial Register pursuant to Section 169 of the Austrian Stock Corporation Act (AktG), the Management Board is authorised, subject to the approval of the Supervisory Board, to increase the share capital by up to € 59,110,991.00 by issuing up to 59,110,991 new bearer shares in the company against cash contributions and/or contributions in kind, including in multiple tranches, and, by agreement with the Supervisory Board, to determine the issue price, which may not be less than the proportionate amount of the share capital, the issue terms and the further details of the implementation of the capital increase and, if necessary, to offer the new shares to shareholders for subscription by way of an indirect subscription right pursuant to Section 153 (6) AktG.

The Management Board is authorised, subject to the approval of the Supervisory Board, to exclude shareholders’ subscription rights in full or in part (i) if the capital increase is made against a cash contribution, (ii) if the capital increase is made against a contribution in kind, (iii) to service an over-allotment option (greenshoe), or (iv) to balance out fractional amounts. The total shares issued against cash contributions in accordance with this authorisation, excluding shareholders’ subscription rights, may not arithmetically correspond to a share of the capital exceeding the total amount of € 11,822,198.00, which corresponds to around 10% (ten percent) of the company’s share capital. The Supervisory Board is authorised to adopt amendments to the Articles of Association resulting from the issue of shares from authorised capital.

Resolution concerning cancellation of the existing and unused conditional capital (Section 159 (2) no. 1 AktG) for the issue of shares to creditors of financial instruments in accordance with the resolution of the Annual General Meeting of 15 June 2012 and the amendment of Article 4 (7) of the Articles of Association

The conditional increase of the share capital of the company pursuant to Section 159 (2) no. 1 of the Austrian Stock Corporation Act (AktG) by up to € 50,000,000.00 through the issue of up to 50,000,000 new shares for issue of financial instruments as approved by the Annual General Meeting from 15 June 2012 has been cancelled.

Resolution to authorise the Management Board

a) to acquire own shares, pursuant to Section 65 (1) no. 8 as well as subsections 1a and 1b 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),

b) to reduce the share capital by withdrawing own shares acquired without a further resolution by the General Meeting, and

c) to sell or assign own shares pursuant to Section 65 (1b) AktG in a manner other than on the stock market or through public tender

(1) The authorisation of the Management Board granted at the 18th Annual General Meeting on 24 June 2022 to acquire own shares shall be cancelled to the extent not utilised and the Management Board shall be authorised simultaneously, pursuant to Section 65 (1) no. 8 as well as subsections 1a and 1b AktG, to acquire no-par value bearer or registered shares of the company on the stock exchange, by public tender or in any other manner to the extent of up to 10% of the share capital during a period of 30 months from the date of this resolution at a minimum price of € 1.00 per share (= calculated value of one share in proportion to the share capital) and a maximum price of no more than € 43.00 per share. The purpose of the acquisition may not be to trade with own shares. This authorisation may be exercised in full or in part or in several partial amounts, and in pursuit of one or several purposes by the company, by a subsidiary (Section 189a no. 7 of the Austrian Commercial Code (UGB)) or by third parties acting on behalf of the company. The authorisation may be exercised once or several times. The authorisation shall be exercised by the Management Board in such a way that the proportion of the share capital associated with the shares acquired by the company on the basis of this authorisation or otherwise may not exceed 10% of the share capital at any time. An acquisition may be decided by the Management Board; the Supervisory Board must be subsequently informed of this decision.

(2) The Management Board shall be authorised, with regard to the acquisition of no-par value bearer or registered shares of the company in accordance with resolution item 1, to exclude the shareholders’ proportionate selling rights that may accompany such an acquisition (reverse exclusion of subscription rights). An acquisition with exclusion of the proportionate selling rights (reverse exclusion of subscription rights) is subject to the prior approval of the Supervisory Board.

(3) The authorisation of the Management Board granted at the 18th Annual General Meeting on 24 June 2022 to withdraw own shares shall be cancelled to the extent not utilised and the Management Board shall be authorised to withdraw, with the approval of the Supervisory Board, all or part of the own shares acquired by the company without a further resolution by the General Meeting.

(4) The authorisation of the Management Board granted at the 18th Annual General Meeting on 24 June 2022 to sell own shares shall be cancelled to the extent not utilised and the Management Board shall be authorised, for a period of five years from this resolution, to sell or assign its own shares, with approval by the Supervisory Board, pursuant to Section 65 (1b) AktG in a manner other than on the stock market or through public tender, to the exclusion of the shareholders’ buyback rights (subscription rights), and to determine the conditions of sale. This authorisation may be exercised once or several times, in full or in part or in several partial amounts, and in pursuit of one or several purposes by the company, by a subsidiary (Section 189a no. 7 of the Austrian Commercial Code (UGB)) or by third parties acting on behalf of the company.

The complete resolutions are available on the website of STRABAG SE at www.strabag.com.

Mandatory offer by core shareholders

On 18 August 2022 Haselsteiner Familien-Privatstiftung, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung and UNIQA Österreich Versicherungen AG informed STRABAG SE of their intention, as bidders, to make a mandatory (anticipatory) public offer pursuant to Section 22 et seq of the Austrian Takeover Act (ÜbG) for the acquisition of all outstanding no-par value bearer shares of STRABAG SE (ISIN AT0000STR1) not held by the bidders or by legal entities acting in concert with the bidders, with an offer price of € 38.94 per STRABAG share.

The offer was also intended to remove the restriction on voting rights of the bidders (and the legal entities acting jointly with them) that existed at the time to a total of 26%, which arose due to a passive acquisition of control because of the European sanction restrictions on MKAO “Rasperia Trading Limited”.

STRABAG SE agreed with the bidders of the mandatory offer to acquire, as own shares, up to 10,260,000 of the shares tendered into the offer, representing up to 10% of the share capital, at the same price as the offer price (€ 38.94). This required a current financial liability in the amount of the maximum theoretical purchase obligation of T€ 399,524 to be deducted directly from retained earnings effective 31 December 2022.

With the share purchase agreement dated 9 February 2023, STRABAG SE acquired 2,779,006 own shares (2.7% of the share capital) in the amount of T€ 108,214 on the basis of this arrangement. The theoretical purchase obligation of T€ 291,310 deducted directly from equity effective 31 December 2022 was therefore reversed with no effect on profit or loss.

Other Notes

Long-term economic success, within the context of responsibility to our shareholders, customers, employees, suppliers, sub-contractors and the company itself, is the primary entrepreneurial objective of the STRABAG SE Group. Working to pursue these goals, recognising opportunities and risks before and as they arise, and responsibly taking these into consideration safeguards the continuity of the Group and protects the interests of the shareholders.

To guarantee the continuity of the company, the management and responsible employees assure that there is a balanced relationship between opportunities and risks during the selection of projects and assess the individual risks against the background of the overall company risk.

The group equity ratio target was defined at between 20% and 25% during the IPO of STRABAG SE in October 2007. The equity ratio is calculated from the carrying amount of the equity as at 31 December divided by the balance sheet total as at 31 December. The equity contains all parts of the equity according to the balance sheet: share capital, capital reserves, retained earnings and other reserves and non-controlling interests.

The group equity ratio as at 31 December 2024 amounted to 34.1% (2023: 32.2%). With this equity base, the STRABAG SE Group will be able to participate increasingly in tenders for Public-Private Partnership (PPP) projects. This means that the necessary funds for a participation in equity capital are available and that the related change in the balance sheet total will be manageable.

If the Group is awarded the tender for large-scale projects, or if a strategically suitable acquisition is made, the equity ratio could briefly fall below the set minimum. In this case, the company reserves the right to adjust the dividend payments to the shareholders or to issue new shares.