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 2025 amounts to € 118,221,982.00 and is divided into 118,221,979 no-par bearer shares and three registered shares. As at 31 December 2025, STRABAG SE holds 2,779,006 own shares directly and a further 280 through a wholly owned subsidiary.

The following resolutions were passed at the 21^st Annual General Meeting of STRABAG SE held on 13 June 2025:

Resolution to authorise the Management Board 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).

The authorisation of the Management Board granted at the 20^th Annual General Meeting on 14 June 2024 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 EUR 1.00 per share (= calculated value of one share in proportion to the share capital) and a maximum price of no more than 5% above the volume-weighted average closing price of the shares on the Vienna Stock Exchange over the last three months preceding the agreement for the respective acquisition or preceding the date of submission of an offer by the company.

In the event of a public offer, the reference date for the end of this period shall be the day preceding the day on which the intention to launch a public offer has been announced (Section 5 (2) and (3) of the Austrian Takeover Act (ÜbG)). The Management Board is authorised to determine the repurchase conditions. The purpose of the acquisition must 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.

The Management Board shall be authorised, with regard to the acquisition of no-par value bearer or registered shares of the company, 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.

Resolution to authorise the Management Board to reduce the share capital by withdrawing own shares acquired without a further resolution by the General Meeting.

The authorisation of the Management Board granted at the 20^th Annual General Meeting on 14 June 2024 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.

Resolution to authorise the Management Board 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.

The authorisation of the Management Board granted at the 20^th Annual General Meeting on 14 June 2024 to sell own shares shall be cancelled to the extent not utilised and the Management Board shall be authorised simultaneously, for a period of five years from this resolution, to sell or assign its own shares, with the 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 decide on any 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 (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.

Various capital measures were adopted by the 19^th 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%. For more information, see the section on equity in the notes to the consolidated financial statements as at 31 December 2023 and 31 December 2024.

These measures were formally completed with the ordinary non-cash capital increase in March 2024. A total of 15,621,982 new shares were issued, increasing the share capital by 15.2% from € 102,600,000.00 to € 118,221,982.00. The share capital increase was registered 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%.

All capital measures adopted by the Annual General Meeting on 16 June 2023 have been legally effective since the 2024 financial year.

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 2025 amounted to 35.9% (2024: 34.1%). 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.