Disclosures under Section 243a Para 1 UGB
One Share – One Vote
- 1. The share capital of STRABAG SE as at 31 December 2025 amounted to € 118,221,982 and consisted of 118,221,982 fully paid-in, no-par value shares with a pro rata value of the share capital of € 1 per share. 118,221,979 shares were bearer shares and were traded in the Prime Market segment of the Vienna Stock Exchange. Three shares were and are registered shares. Each bearer share and each registered share accounts for one vote (one share – one vote). The right associated with registered shares no. 1 and no. 2 to nominate members of the Supervisory Board is described in more detail under item 8.
- 2. 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. 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. Accordingly, any rights attached to the 28,500,000 bearer shares held by MKAO “Rasperia Trading Limited” and to registered share no. 2 held by MKAO “Rasperia Trading Limited” are suspended.
- 3. The syndicate agreement concluded in 2007 between Haselsteiner Group (Haselsteiner Familien-Privatstiftung, Dr. Hans Peter Haselsteiner, Klemens Peter Haselsteiner (deceased 17 January 2025)), Raiffeisen Group (RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H., BLR-Baubeteiligungs GmbH), 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.
- 4. 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.
- 5. As at 31 December 2025, the company held 2,779,006 own shares (2.4% of the share capital). A subsidiary held a further 280 shares as at 31 December 2025. The rights attached to these 2,779,286 no-par value shares are therefore now suspended in accordance with Section 65 Para 5 of the Austrian Stock Corporation Act (AktG).
- 6. Pursuant to Section 4 (4) of the Articles of Association of STRABAG SE, disposition of registered shares no. 1 and no. 2, including their full or partial sale and pledging, requires the consent of the Supervisory Board.
- 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 2025:
– Haselsteiner Group: 26.87%
– Raiffeisen Group: 15.36%
– UNIQA Group: 15.06%
– MKAO “Rasperia Trading Limited”: 24.11% - According to the latest holdings notifications received from MKAO “Rasperia Trading Limited” and MKAO Valtoura Holdings Limited in December 2024, MKAO “Rasperia Trading Limited” is controlled by MKAO Valtoura Holdings Limited, while control over MKAO Valtoura Holdings Limited was listed as “unknown” in the reporting field. STRABAG has not received any further notifications regarding any controlling persons above MKAO Valtoura Holdings Limited. With regard to the STRABAG shares held by MKAO “Rasperia Trading Limited”, these remain, as previously stated, frozen in accordance with the EU Sanctions Regulation and no rights may be exercised thereunder.
- As outlined in item 5, the company, together with a subsidiary, held 2,779,286 own shares as at 31 December 2025, corresponding to 2.4% of the share capital. The remaining shares in the share capital of STRABAG SE, totalling around 16.2%, were in free float as at 31 December 2025.
- 8. Three shares of STRABAG SE are – as described 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 2025, registered share no. 1 is held by the Haselsteiner family (Haselsteiner Familien-Privatstiftung). As at 31 December 2025, registered share no. 2 is held by MKAO “Rasperia Trading Limited”. Since – as explained in item 2 – the EU Sanctions Regulation applies to MKAO “Rasperia Trading Limited”, its right (in addition to all other rights) from registered share no. 2 to nominate a member of the Supervisory Board is currently suspended.
- 9. No employee stock option programmes exist.
- 10. 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.
- 11. The Management Board of STRABAG SE was authorised by resolution of the 21st 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.
- 12. The Management Board of STRABAG SE was authorised 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.
- 13. 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.
- 14. No compensation agreements exist between STRABAG SE and its Management and Supervisory Board members or employees in the event of a public takeover offer.