STRABAG SE: entry of non-cash capital increase in the commercial register planned for 21 March 2024

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STRABAG SE: entry of non-cash capital increase in the commercial register planned for 21 March 2024

• Ongoing capital measures to reduce shareholding of MKAO “Rasperia Trading Limited”
• Entry of implementation of the ordinary non-cash capital increase in the commercial register planned for 21 March 2024
• Further details to be announced immediately following registration in the commercial register

STRABAG SE is currently implementing capital measures to reduce the stake of MKAO “Rasperia Trading Limited”, a company controlled by the sanctioned Russian citizen Oleg Deripaska. The entry of the ordinary non-cash capital increase is currently planned for Thursday, 21 March 2024, following expiry of the six-month waiting period in accordance with the Austrian Stock Corporation Act (AktG). The new shares from this capital increase are then to be issued immediately to the holders of the existing STRABAG shares with ISIN AT0000A36HH9 (STRABAG SE – Distribution Share-Based Option). Further details regarding the delivery of the new shares and the cash distribution of the capital reduction amount to the holders of the existing STRABAG shares with ISIN AT000000STR1 will be announced immediately following entry of the implementation of the capital increase in the commercial register of the Regional Court of Klagenfurt.

The ongoing capital measures were unanimously approved at the 19th Annual General Meeting of STRABAG SE on 16 June 2023. The ordinary non-cash capital increase represents the final step of these capital measures. The measures are aimed at reducing the shareholding interest of MKAO “Rasperia Trading Limited” in STRABAG to below 25%, specifically to around 24.1%, with the aim of minimising relevant disadvantages and risks to STRABAG SE associated with this shareholder.

Notes:

This communication constitutes neither a financial analysis nor advice or recommendation relating to financial instruments, nor an offer, solicitation, or invitation to buy or sell securities of STRABAG SE.

The dissemination of this information and an offer to purchase securities of STRABAG SE are subject to legal restrictions in various jurisdictions. Persons who receive this document are requested to inform themselves regarding any such restrictions. This communication does not constitute an offer of securities for sale to, or the solicitation
of an offer of securities for sale by, any person in the United States, Australia, Japan or any other jurisdiction in which such offer or solicitation would be unlawful.

The subscription offer for the new shares (election of distribution from the capital reduction in the form of new shares) will be made solely on the basis of applicable provisions of European and Austrian law. Accordingly, no notices, approvals or
authorisations for an offer have been or will be filed, arranged, or granted outside of Austria. Holders of securities should not expect to be protected by any investor protection laws applicable within any other jurisdiction.

STRABAG SE has published a document (Prospectus Exemption Document) pursuant to Article 1(4)(h) and (5)(g) of the EU Prospectus Regulation (Regulation (EU) 2017/1129) in conjunction with section 13 (6) of the Austrian Capital Market Act (KMG) and section 4 of the Austrian Minimum Content, Publication and Language Regulation (MVSV) 2019 on the website of STRABAG SE, which contains details on the distribution of the capital reduction amount in the form of shares. Interested shareholders should carefully read and consider the Prospectus Exemption Document, as amended from time to time (and the documents referenced therein), before making a decision concerning the exercise of their subscription rights (election of distribution from the capital reduction in the form of new shares).

Neither subscription rights to new shares nor new shares have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authorities of any state or other jurisdiction of the United States of America. Neither subscription rights nor new shares may be offered, sold, exercised, pledged or transferred, directly or indirectly, at any time into or within the United States of America or any other jurisdiction in which it would be unlawful to do so, except within the United States of America to qualified institutional buyers (QIBs) as defined in Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or the applicable exemption provisions of any other state and provided there is no violation of applicable securities laws of any state of the United States of America or any other
country.

To the extent that this communication contains predictions, expectations or statements, estimates, opinions or forecasts about the future development of STRABAG SE (“forward-looking statements”), such forward-looking statements have been prepared on the basis of the current views and assumptions of the management of STRABAG SE. Forward-looking statements are subject to various assumptions made on the basis of current internal plans or external publicly available sources, which have not been separately verified or checked by STRABAG SE and which may prove to be inaccurate. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause results and/or developments to differ materially from those expressed or implied in this communication. In light of these circumstances, persons who receive this communication should not rely on such
forward-looking statements. STRABAG SE assumes no liability or warranty for such forward-looking statements and will not modify them based on future results or developments. The views and assessments expressed by STRABAG SE in this communication may also change after publication thereof.


STRABAG SE is a European-based technology partner for construction services, a leader in innovation and financial strength. Our services span all areas of the construction industry and cover the entire construction value chain. We create added value for our clients by taking an end-to-end view of construction over the entire life cycle – from planning and design to construction, operation and facility management through to redevelopment or demolition. In all of our work, we accept responsibility for people and the environment: We are shaping the future of construction and are making significant investments in our portfolio of more than 250 innovation and 400 sustainability projects. Through the hard work and dedication of our approximately 86,000 employees, we generate an annual output volume of around € 19 billion.

Our dense network of subsidiaries in various European countries and on other continents extends our area of operation far beyond the borders of Austria and Germany. Working together with strong partners, we are pursuing a clear goal: to design, build and operate construction projects in a way that protects the climate and conserves resources. More information is available at www.strabag.com.