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 shares of minority shareholder MKAO “Rasperia Trading Limited” (“Rasperia”) were frozen on 8 April 2022 following inclusion of Oleg Deripaska on the EU sanctions list (“asset freeze”), as Oleg Deripaska controlled Rasperia at that time. Since that date, Rasperia no longer constitutes a related party. Subsequently, Rasperia itself was added by name to the sanctions list of the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) on 15 April 2024 and to the EU sanctions list on 28 June 2024 by Council Implementing Regulation (EU) 2024/1842.
Due to the existing asset freeze affecting Rasperia’s 24.1% shareholding, Rasperia is currently unable to exercise any shareholder rights, including but not limited to the right to participate in General Meetings of STRABAG SE or to exercise voting rights. The two actions for annulment initiated by Rasperia in this context against resolutions of the Annual General Meeting in 2022, as well as the review proceedings initiated by Rasperia before the Takeover Commission, are still pending.
A dividend of € 2.50 per share was approved at the Annual General Meeting of 13 June 2025. 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€ 51,656 was, as in previous years, not paid out. As at 31 December 2025, unpaid dividend claims amounting to T€ 179,764 (2024: T€ 128,108) are therefore reported as other current financial liabilities.
The distribution entitlement attributable to Rasperia from the capital reduction resolved at the 2023 Annual General Meeting, amounting to T€ 257,925, is recognised as other current financing liabilities and will also continue to be withheld due to the existing sanctions.
In the 2025 financial year, as in the previous year, there were no business relationships with companies attributable to Rasperia (or Oleg Deripaska).
In August 2024, Rasperia filed a lawsuit with the Kaliningrad Commercial Court against STRABAG SE, its core shareholders and AO Raiffeisenbank, claiming damages for the de facto worthlessness of its STRABAG shares (including dividend entitlements for the financial years 2021, 2022 and 2023) as a result of sanctions compliance on the part of STRABAG SE and the core shareholders. The court awarded Rasperia € 1.87 billion plus interest, which was collected from AO Raiffeisenbank in Russia. The judgment has since become final and binding.
In August 2025, Rasperia filed another lawsuit with the Kaliningrad Commercial Court against STRABAG SE, its core shareholders and AO Raiffeisenbank. The claim seeks further damages of € 326 million plus interest. The subject of the claim is the frozen distribution from the capital measures resolved by the 2023 Annual General Meeting and the dividend entitlements for the 2024 financial year. The claim has already been upheld at two levels of appeal. It is therefore final, even though the defendants are contesting the ruling with a further appeal.
The action brought in October 2024 before an arbitral tribunal in Amsterdam by STRABAG’s core shareholders against Rasperia concerning the rights of first refusal under the (former) syndicate agreement was withdrawn by the core shareholders in the 2025 financial year following a penalised cease-and-desist application filed by Rasperia with the Kaliningrad Commercial Court in June 2025. Proceedings relating to this cease-and-desist application – which seeks to prohibit STRABAG SE, its core shareholders, Raiffeisen Bank International (RBI) and AO Raiffeisenbank from initiating or continuing legal proceedings against Rasperia before courts outside the Russian Federation and, in the event of non-compliance, to impose lump-sum damages of € 1.09 billion – are still pending.