Notes on the items in the consolidated balance sheet

Consolidated statement of changes in fixed assets as at 31 December 2024

Impairment losses totalling T€ 2,277 and reversal of impairment losses of T€ 0 were recognised in 2024.

Consolidated statement of changes in fixed assets as at 31 December 2023

Impairment losses totalling T€ 13,338 and reversal of impairment losses of T€ 18,500 were recognised in 2023.

The composition of and changes in goodwill is shown under item (12) consolidated statement of changes in fixed assets.

The goodwill at the balance sheet date is composed as follows:

The comparison of the carrying amounts with the recoverable amounts of the cash-generating units determined by the annual impairment testing showed a need to recognise an impairment loss of T€ 0 (2023: T€ 7,454) on goodwill. This figure is shown under depreciation and amortisation. The recoverable amount of the impaired cash-generating units amounts to T€ 0 (2023: T€ 13,724).

The recoverable amount of these cash-generating units (CGUs) corresponds to their fair value less cost to sell. The necessary impairments of the cash-generating units in the previous year exclusively affected goodwill; impairment was not necessary for other assets of the CGUs.

The methods of measurement are explained in the section “Accounting policies” (Impairment of non-financial assets). The method applied here is a Level 3 measurement.

Regarding the sensitivity analysis of goodwill, we refer to our notes under “Estimates - (a) Recoverability of goodwill”.

The following table presents the key assumptions used in calculating the recoverable amount for significant goodwill.

There were no intangible assets with indefinite useful lives allocated to the CGUs listed below.

The method used is a discounted cash flow model based on recognised valuation techniques, with the forecast of the cash flows calculated by the management on the basis of experience. The key assumptions used to determine the recoverable amount were future cash flows and the cost of capital. Management does not consider that any reasonably possible change in the key assumptions would cause the carrying amount of the CGU which contains the above-mentioned goodwill to exceed its recoverable amount.

The sensitivity analyses described in the section “Estimates – (a) Recoverability of goodwill” did not lead to an impairment loss of the above-mentioned significant goodwill in any of the analysed cases.

STRABAG has held 100% of PANSUEVIA GmbH & Co. KG, Jettingen-Scheppach, since 28 September 2018.

The company concluded a concession arrangement with the Federal Republic of Germany to design, build and finance a section of the A8 motorway and to maintain and operate a section of the A8 motorway between Ulm and Augsburg.

In exchange, PANSUEVIA receives the right to charge trucks an uniform toll rate per kilometre on an approx. 57 km long concession section. The toll may be adapted annually. The term of the concession arrangement is set at 30 years and ends on 30 June 2041.

The development of the concession right can be found under item (12) Consolidated statement of changes in fixed assets. The concession right is amortised over the term of 30 years on the basis of the planned use of the concession section. The annual income from the toll collections is recognised as revenue.

The right from the concession arrangement is offset by variable and fixed interest rate non-recourse financing in the amount of T€ 325,617 (2023: T€ 339,847) classified either as a current or non-current liability depending on the term to maturity. The resulting interest expense is recognised under other operating expense. The interest risk based on variable interest was hedged through the conclusion of interest rate swap agreements that satisfy the requirements for presentation as a cash flow hedge. The changes in the value of the interest rate swap are therefore recognised in the other comprehensive income.

The composition of and changes in other intangible assets are shown under item (12) Consolidated statement of changes in fixed assets.

No borrowing costs were capitalised for other intangible assets in the reporting period.

A total of T€ 18,960 (2023: T€ 17,135) in research and development costs incurred in the 2024 financial year were recorded as expenses.

The composition of and changes in property, plant and equipment are shown under item (12) Consolidated statement of changes in fixed assets.

As in the previous year, no borrowing costs were capitalised for property, plant and equipment in the reporting period.

Leases

Lessee

The development of right-of-use assets from leases is shown under item (12) Consolidated statement of changes in fixed assets.

The cash outflows from leases in the 2024 financial year break down as follows:

To a minor extent, the STRABAG SE Group also rents office space to third parties and thus acts as a lessor. This particularly involves the TECH GATE VIENNA in Vienna. The annual rental income amounts to T€ 2,475 (2023: T€ 2,445) and is shown in other operating income.

The carrying amount of this building as at 31 December 2024 is T€ 60,019 (2023: T€ 62,088) and is recorded under property, plant and equipment (properties and buildings). Rental income in the next year and the following five years will remain roughly constant. All leases are classified as operating leases.

Restrictions on property, plant and equipment/purchase obligations

As at the balance sheet date there was T€ 110,005 (2023: T€ 85,769) in contractual commitments for acquisition of property, plant and equipment which were not considered in the consolidated financial statements.

As in the previous year, no restrictions exist for non-current assets in the reporting period.

STRABAG’s range of services also includes the management of long-term, strategic real estate holdings (STRABAG Hold Estate), allowing the Group to cover the full building life cycle. The focus is on investments in the office, residential, hotel and mixed-use asset classes. The real estate portfolio is currently being built up through the purchase of new construction projects and redevelopments in Germany, Austria, Benelux and CEE with the aim to ensure the value retention and/or appreciation of the properties. ESG compliance and EU Taxonomy alignment are criteria in all purchases.

The development of investment property is as follows:

Investment property as at 31 December 2024

Investment property as at 31 December 2023

In the 2024 financial year, an office building in Romania and two hotels in Vienna and Cologne were added to the real estate portfolio. Furthermore, a purchase agreement for a rented office building in Frankfurt was concluded and the purchase price was paid. The transfer was scheduled to take effect on 1 January 2025. The purchase price is presented as a down payment.

The fair value of investment property as at 31 December 2024 amounts to T€ 238,769 (2023: T€ 45,467).

The fair value of undeveloped properties was set using market prices. For real estate projects, the fair value was determined by discounting net cash flows using recognised valuation methods. Budgeted cash flows are defined by management based on past and future developments.

The cost of capital is calculated as the weighted average cost of equity and debt, with consideration given to the different risk profiles in the individual countries where STRABAG operates. The cost of equity corresponds to the required rate of return for investors, while the cost of debt is based on the long-term financing conditions available to comparison companies. Both components are derived from capital market information.

The results of the discounted cash flow method are validated using the buying and selling factors that can be observed on the market.

The valuation methods used are considered Level 3 measurements and are not based on observable market data.

The rental income from investment property in the 2024 financial year amounted to T€ 5,464 (2023: T€ 10,700) and direct operating expenses totalled T€ 2,516 (2023: T€ 8,491). Due to the expansion of the Hold Estate portfolio, rental income will increase in the next year and in the following five years; rental income from existing projects will remain more or less constant.

In the financial year, as in the year before, no direct expenses were incurred from unlet investment property. Gains from asset disposals in the amount of T€ 0 (2023: T€ 0) and losses from asset disposals in the amount of T€ 222 (2023: T€ 0) were generated.

A reversal of impairment losses in the amount of T€ 0 was made in the 2024 financial year (2023: T€ 18,500).

As at 31 December 2024, provisions amounting to T€ 4,000 (2023: T€ 9,044) and impairment allowances on receivables in connection with equity-accounted investments in the amount of T€ 10,477 (2023: T€ 10,256) were recognised. Changes in provisions recognised in profit or loss are reported under income or expenses from equity-accounted investments.

Notes on associates

Holcim Cement CE Holding GmbH, Vienna, is a significant associate. The group’s share of the capital and voting rights amounts to 30%. The company is accounted for using the equity method. We also refer to item (39) Notes on related parties.

The following financial information concerns the consolidated financial statements prepared in accordance with IFRS.

The financial information presented here can be transferred to the equity carrying amount of the Holcim Cement CE Holding GmbH in the consolidated financial statements as follows:

Another significant associate is CMBlu Energy AG, Alzenau. STRABAG SE acquired a further 16.92% of the shares in the 2024 financial year, bringing the Group’s total equity interest to 31.21% as of the reporting date. In addition, STRABAG has the right to appoint a member to the company’s Supervisory Board.

In the course of the share purchase, the other shareholders were granted call options. At the beginning of 2025, STRABAG therefore resold 5.85% of the shares at cost.

The following financial information concerns the preliminary consolidated financial statements prepared in accordance with IFRS.

The financial information presented here can be transferred to the equity carrying amount of CMBlu Energy AG in the consolidated financial statements as follows:

The following table arranges in aggregate form the carrying amount and the group’s share of the profit and other comprehensive income from associates that would be immaterial by themselves:

Notes on joint ventures

The following table arranges in aggregate form the carrying amount and the group’s share of the profit and other comprehensive income from joint ventures that would be immaterial by themselves:

Notes on accumulated losses from equity-accounted investments

Proportionate losses from equity-accounted investments in the amount of T€ 3,914 (2023: T€ 4,845) were not recognised in profit or loss, as the carrying amounts of these investments already are T€ 0.

Notes on consortia

The group classifies construction consortia as joint ventures and records their earnings under share of profit or loss of equity-accounted investments. The following table shows the group’s ten most important consortia with regard to the output volume in the 2024 financial year.

The financial information in the 2024 financial year on these consortia is presented 100% and before consolidation and valuation approaches deviating from the consortia balance sheet if applicable.

In the 2024 financial year, the share of profit or loss of equity-accounted investments recorded for the above-mentioned consortia included T€ 76,172 in profits from consortia and T€ 17,274 in losses from consortia including impending losses.

The financial information in the 2023 financial year on these consortia is presented 100% and before consolidation and valuation approaches deviating from the consortia balance sheet if applicable.

In the 2023 financial year, the share of profit or loss of equity-accounted investments recorded for the above-mentioned consortia included T€ 36,601 in profits from consortia and T€ 37,623 in losses from consortia including impending losses.

The business transactions with the consortia in the financial year can be presented as follows:

The other investments in companies include investments in subsidiaries, associated companies, joint ventures and other investments which, being immaterial, are reported as not consolidated and are not included at equity in the consolidated financial statements. Detailed information on the group’s investments (shares of more than 20%) can be found in the list of investments, which is included in the annual financial report.

The development of the other investments in the financial year was as follows:

The development of the other investments in the previous financial year was as follows:

Tax accruals and deferrals recognised in the balance sheet on temporary differences between the amounts stated in the IFRS financial statements and the respective tax amounts as well as on losses carried forward developed as follows:

Deferred tax on losses carried forward was capitalised as these can probably be offset with future taxable profits. The planning period is limited to five years.

No deferred tax on losses carried forward of the STRABAG SE Group was recognized as the unused portions of investment impairment must be used primarily. The Austrian Corporate Income Tax (Körperschaftsteuergesetz, KStG) stipulates that impairment on investments can only be deducted for tax purposes over seven years (“ Siebentelabschreibung”).

The tax planning for the STRABAG SE tax group for the next five years documents the usability of the “Siebentelabschreibung”.

As at 31 December 2024, there were differences of T€ 1,099,276 (2023: T€ 1,086,560) between the carrying amount and the equity of subsidiaries recognised in the Group. No deferred taxes were recognised as STRABAG determines the disposal and dividend policy of the subsidiaries. STRABAG can therefore control the timing of the reversal of the temporary differences. The Management Board assumes that there will be no reversals in the foreseeable future.

Based on the rules developed by the OECD for the introduction of a global minimum tax, the EU on 22 December 2022 adopted a directive on a global minimum level of taxation. In Austria, implementation into national law was carried out with the Minimum Tax Act, which became applicable for the first time for the 2024 financial year. The new law requires STRABAG SE to pay additional taxes for its subsidiaries in jurisdictions in which the effective tax rate determined in accordance with Pillar II is below 15%, insofar as an additional tax is not levied in the respective jurisdiction itself.

With Hungary, Bulgaria, Montenegro, Bosnia and the United Arab Emirates, the STRABAG SE Group operates in countries with a nominal tax rate below 15%. With the exception of Montenegro and Bosnia, these countries have introduced a national top-up tax, which has resulted in only minor top-up tax amounts that have been recognised in the local financial statements. The majority of the operating business, however, is conducted in countries with higher tax rates (in particular Germany and Austria). Based on a preliminary analysis of the tax expenses and earnings of the Group companies, no provision for tax expenses under the Pillar II rules had to be recognised in the consolidated financial statements for the 2024 financial year.

In accordance with the provisions of IAS 12, the exemption from recognising deferred taxes due to Pillar II is applied.

With regard to deferred taxes, these can only be taken into account for Pillar II purposes provided that the deferred tax assets and liabilities in the financial accounts of all business entities in a tax jurisdiction for the transition year have been demonstrably recognised or disclosed in financial statements.

The following table therefore shows all unrecognised deferred taxes on losses carried forward and temporary differences. In the absence of a reversal of deferred taxes in the next five years, an impairment was made with regard to these losses carried forward and temporary differences in the consolidated financial statements. Determination of the impairment took into account the fact that losses carried forward exist in project companies with only limited business activities in subsequent years and that losses carried forward are recognised multiple times in the investment chain due to tax-effective investment write-downs and that their use would lead to tax-effective write-ups.

Of the non-capitalised losses carried forward, T€ 2,919,592 (2023: T€ 2,632,108) have unrestricted use. Non-capitalised losses carried forward in the amount of T€ 189,843 (2023: T€ 260,625) can theoretically be used for up to 20 years (2023: 20 years).

The unrecognised deferred taxes are as follows:

For qualifying assets, interest on borrowings was recognised in the amount of T€ 986 (2023: T€ 694).

STRABAG has a 100% interest in the Hungarian M5 motorway concession company, AKA Alföld Koncessziós Autópálya Zrt., Budapest (AKA).

In the concession arrangement with the Hungarian state, AKA committed to develop, plan and finance and to build and operate the M5 motorway. The motorway itself is the property of the state; all vehicles and equipment necessary for motorway operation are to be transferred to the state free of charge following the end of the concession period.

In exchange, AKA will regularly receive an availability fee, independent of transit volume, from the Hungarian state for making the motorway available to the public. AKA bears the operator’s risk of motorway closure and non-compliance of contractually agreed roadway criteria.

The route totals 156.5 km and was built in three phases. The concession period runs until 2031. A one-time extension for up to 17.5 years is possible.

All services provided under this concession arrangement are accounted for under the separate balance sheet item receivables from concession arrangements. The receivables are carried at the present value of the payment to be made by the state. The annual accumulation amount is recognised in revenue.

The contract also includes interest adjustment payments to be made by the Hungarian state. As a result, the state bears the interest risk from the financing of AKA. These interest adjustment payments represent a separate hedging transaction. Presentation is made as a cash flow hedge; as a result, changes in the fair value of the interest rate swap are recognised in other comprehensive income.

The financing was repaid in full in June 2024, thereby eliminating the interest adjustment payment obligations and allowing the interest rate swap to expire.

The interest expense is recognised in other operating expense.

The contract assets comprise the right to payment from construction contracts with customers as well as from project developments for the work performed by the reporting date. If the advances received exceed the payment rights, presentation is made under contract liabilities.

The contractual balances are comprised as follows:

In the 2024 financial year, revenue was recognised in the amount of T€ 1,161,336 (2023: T€ 1,101,805) that had been included under contract liabilities at the beginning of the financial year.

As at 31 December 2024, there are unsatisfied performance obligations from construction contracts with customers and project developments (order backlog) in the amount of T€ 20,671,871 (2023: T€ 18,938,369). The recognition of revenue from these performance obligations is expected with T€ 10,185,926 (2023: T€ 9,968,076) in the following financial year and with T€ 10,485,946 (2023: T€ 8,970,293) in the next four financial years.

In the reporting period, no costs of contract initiation or contract satisfaction were capitalised as separate assets.

As is customary in the industry, the customer has the contractual right to retain part of the total amount of the invoice. As a rule, however, these retentions are redeemed by collateral (bank or group guarantees).

With regard to the contract assets and liabilities, we refer to our notes in the section “Estimates - (c) Recognition of revenue from construction contracts with customers and project developments”.

Trade receivables are comprised as follows:

Starting with the 2024 financial year, advances paid to subcontractors are recognised under current non-financial assets.

Other financial assets are comprised as follows:

The other non-current financial assets mainly include financing receivables related to construction projects and concession arrangements, derivatives held for hedging purposes, and the surplus of plan assets over the pension obligations in Switzerland.

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.

The actuarial assumptions as at 31 December 2024 used to calculate provisions for severance payments and pensions are represented as follows:

Sensitivity analysis

All other parameters remaining equal, a change in the discount rate by +/- 0.5 percentage points, a change in the salary increase by + 1.0 percentage points as well as a change in the pension increase by + 1.0 percentage points would have the following impact on the amount of the provisions for severance payments and pension obligations as at 31 December 2024:

Provisions for severance payments show the following development:

The development of the provisions for pensions is shown below:

The plan assets for pension provisions developed as follows in the reporting period:

The plan assets consist of the following risk groups:

The plan assets involve almost exclusively the assets of the pension foundation of STRABAG AG, Switzerland. Any investments in this regard are subject to the applicable laws and regulations governing the supervision of foundations. Capital investments are to be chosen by trained experts in such a way as to guarantee the investment goal of revenue-generating and risk-minimising asset management while taking into consideration security, risk distribution, returns and the liquidity to fulfil the pension purposes. The investment strategy can be adjusted on an annual basis in order to reflect market changes. Currently the split is 40% in nominal value assets and 60% in tangible assets.

In the 2024 financial year, STRABAG AG, Switzerland, had a surplus of plan assets over the pension liability in the amount of T€ 28,284 (2023: T€ 21,527). This surplus is reported under other non-current financial assets.

The expected contributions to pension foundations in the following year will amount to T€ 3,916 (2023: T€ 3,767).

The actual income from plan assets amounted to T€ 5,359 in the 2024 financial year (2023: T€ 9,471).

Asset-liability matching strategy

Pension payments in Switzerland are provided by pension foundations with funds dedicated to this purpose, while payments in Austria and in Germany are covered by readily available cash and cash equivalents as well as securities.

The following amounts for pension and severance provisions were recognised in the income statement:

The development of the net defined benefit obligation for pension and severance provisions was as follows:

The maturity profile of the benefit payments from the net defined benefit liability as at 31 December 2024 was as follows:

The maturity profile of the benefit payments from the net defined benefit liability as at 31 December 2023 was as follows:

The durations (weighted average term) are shown in the following table.

Other provisions

The construction-related provisions include warranty obligations, costs of the contract execution and subsequent costs of invoiced contracts, as well as impending losses from projects pending which are not accounted for elsewhere. The personnel-related provisions essentially include bonus obligations and premiums, service anniversary bonuses, contributions to occupational funds as well as costs of the old age part-time scheme and expenses for personnel downsizing measures. Other provisions especially include provisions for damages and litigations.

Physical securities (mainly mortgages) were established to cover liabilities to banks in the amount of T€ 20,046 (2023: T€ 18,042).

The bank borrowings involve non-recourse liabilities in the amount of T€ 512,571 (thereof non-current: T€ 307,753). This value amounted to T€ 509,668 (thereof non-current: T€ 325,628) in the previous year.

The lease liabilities are presented less the rental deposits of T€ 19,717 (2023: T€ 23,970).