38 Notes on shareholder structure

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” (Rasperia) was – at least until 22 March 2024 – controlled by Russian businessman Oleg Deripaska. As a result of the EU sanctions against Oleg Deripaska, there has been no significant influence since 8 April 2022, so that Rasperia no longer constitutes a related party. The stake held by Rasperia currently amounts to 24.1%.

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 had concluded a purchase agreement for 100% of the shares in Rasperia, although this transaction had not yet been carried out.

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 Rasperia had been transferred to Iliadis JSC. According to these notifications, Rasperia, with its 24.1% stake in STRABAG SE, is now controlled by Iliadis JSC, and Oleg Deripaska has relinquished his previous (indirect) control.

Rasperia (and Iliadis JSC) was (were) added to the U.S. sanctions list by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) in May 2024 and to the EU sanctions list by Council Implementing Regulation (EU) 2024/1842. Rasperia’s 24.1% stake in STRABAG SE remains frozen.

A dividend of € 2.20 per share was approved at the Annual General Meeting of 14 June 2024. As the dividend claims from the shares held by Rasperia are frozen due to the sanctions imposed, the dividend attributable to Rasperia less capital gains tax in the amount of T€ 45,458 was, as in previous years, not paid out. As at 31 December 2024, unpaid dividend claims amounting to T€ 128,108 (31 December 2023: T€ 82,650) are therefore reported as other current financial liabilities.

The distribution entitlement attributable to Rasperia from the capital reduction, amounting to T€ 257,925, is recognised as other current financial liabilities and will also continue to be withheld due to the existing sanctions.

In the 2024 financial year, as in the previous year, there were no business relationships with companies attributable to Oleg Deripaska.

In close coordination with STRABAG SE, the Austrian core shareholders in October 2024 filed a claim against Rasperia with a court of arbitration in Amsterdam concerning the rights of first refusal laid out in the 2007 syndicate agreement. The court must now clarify the following questions, among others:

• the validity of the rights of first refusal beyond termination of the 2007 syndicate agreement
• the triggering of first refusal rights through change of control
• the possibility to transfer shares under compliance with sanctions regimes

In 2007, the Austrian core shareholders and Rasperia concluded a syndicate agreement which, among other things, provided for the nomination of Supervisory Board members and the coordination of voting results at the Annual General Meeting. In the event of a change of control affecting one shareholder, the agreement also granted rights of first refusal to the other syndicate partners. The court of arbitration in Amsterdam specified in the syndicate agreement must now clarify whether the right of first refusal remains valid following termination of the syndicate agreement on 31 December 2022. The court must also determine whether the sale of Rasperia to Iliadis JSC has resulted in a change of control and whether Rasperia would therefore be required to tender its shares in STRABAG to the core shareholders or transfer these accordingly.

According to the major holdings notification from 26 March 2024, Oleg Deripaska has relinquished his control of Rasperia – i.e. from STRABAG’s point of view, and presumably also from the point of view of Rasperia and Oleg Deripaska himself, a change of control has taken place. STRABAG expects a ruling from the court of arbitration in 2026.

Several questions must still be clarified before a ruling can be enforced, however. Among other things, clarification is required with the relevant national and international authorities as to whether and how the right of first refusal can be implemented in compliance with the sanctions regimes. STRABAG, confident that it must take an active role in answering these questions, will take all necessary steps to achieve this important goal for our company and ultimately for all of our shareholders.

STRABAG SE on 16 December 2024 received and published major holdings notifications from Iliadis JSC and MKAO Valtoura Holdings Limited (Valtoura). According to these notifications, the STRABAG shareholder Rasperia was transferred back from Iliadis JSC to its former parent company Valtoura. STRABAG does not expect the renewed change of ownership to have any immediate impact on STRABAG SE, as Rasperia itself is subject to sanctions by both the EU and the US and the STRABAG shares held by Rasperia will remain frozen in any case.