Implementation of non-cash capital increase entered in the commercial register; details on issuance of new shares and cash distribution

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STRABAG SE: Implementation of non-cash capital increase entered in the commercial register; details on issuance of new shares and cash distribution

• Capital measures to reduce the stake of MKAO “Rasperia Trading Limited”
• Registration of the implementation of the ordinary non-cash capital increase in the commercial register made on 21/03/2024
• Stake of MKAO “Rasperia Trading Limited” reduced from around 27.8% to around 24.1%
• Announcement of further technical details

STRABAG SE is currently implementing the capital measures adopted by the 19th Annual General Meeting to reduce the stake of MKAO “Rasperia Trading Limited” – a company controlled by the sanctioned Russian citizen Oleg Deripaska. The implementation of the ordinary non-cash capital increase was registered in the commercial register by the Klagenfurt Regional Court as planned on 21/03/2024.

As a result of the ordinary non-cash capital increase, the stake held by MKAO “Rasperia Trading Limited” was reduced from around 27.8% to less than 25%, specifically to around 24.1%. This is intended to reduce relevant disadvantages and risks for STRABAG SE, and thus Oleg Deripaska was deleted as a beneficial owner (UBO) from the register of beneficial owners of STRABAG SE (pursuant to the Beneficial Owners' Register Act).

The 15,621,982 new shares from the capital increase will be issued on 26/03/2024 to the holders of existing STRABAG shares under ISIN AT0000A36HH9 (STRABAG SE – Distribution Share-Based Option). The distribution of the securities for receipt of the cash distribution of the capital reduction amount (ISIN AT0000A36HK3) to the holders of existing STRABAG shares with ISIN AT000000STR1 will also occur on 26/03/2024. The prerequisite for receiving the new shares and the securities for receipt of cash distribution is that the shares establishing the entitlement to receive them are held at the end of the trading day before the ex-date. The ex-date for the share and cash options is scheduled for 22/03/2024.

The securities for receipt of cash distribution may be submitted to the respective custodian bank for the first time from 26/03/2024 up to and including 10/04/2024. The submission form is available on the STRABAG SE website and from the custodian banks. Payment is scheduled for 15/04/2024 (value date). Due to the shortness of the submission deadline (which is due to legal reasons), STRABAG SE intends to facilitate a further submission deadline immediately after the payment date for the first submission deadline (15 April 2024). Details will be published in due course.

The new shares will have a separate ISIN from the existing shares (ISIN AT0000A36HJ5 “STRABAG SE – Capital Increase 2024”) and will be traded on the Vienna Stock Exchange in the Standard Market Auction segment (auction trading). The new shares will have this separate ISIN until final conclusion of the action brought by MKAO “Rasperia Trading Limited” before the Klagenfurt Regional Court to contest the resolutions on agenda item 7 adopted at the 19th Annual General Meeting.

The shares submitted for election of the share-based option will be transferred back from the temporary ISIN AT0000A36HH9 “STRABAG SE – Distribution Share-Based Option” to the regular ISIN AT000000STR1 on 02/04/2024.

Key dates at a glance:

21/03/2024    Registration of the implementation of the ordinary non-cash capital increase in the commercial register
22/03/2024    Ex-date for share-based option (ISIN AT0000A36HH9) and cash option (ISIN AT000000STR1)
25/03/2024    Record date for share-based option (ISIN AT0000A36HH9) and cash option (ISIN AT000000STR1)
26/03/2024    Last trading day for ISIN AT0000A36HH9
(STRABAG SE – Distribution Share-Based Option)
26/03/2024    Payment date – delivery of the new shares to ISIN AT0000A36HH9 and of the securities for receipt of cash distribution to ISIN AT000000STR1
26/03/2024    Start of submission period for securities for receipt of cash distribution (ISIN AT0000A36HK3)
26/03/2024    Start of trading of the new shares in ISIN AT0000A36HJ5
27/03/2024    Ex-date for consolidation of ISIN AT0000A36HH9 into ISIN AT000000STR1
28/03/2024    Record date for consolidation of ISIN AT0000A36HH9 into ISIN AT000000STR1
02/04/2024    Payment date for consolidation of ISIN AT0000A36HH9 into ISIN AT000000STR1
10/04/2024    End of submission period for securities for receipt of cash distribution (ISIN AT0000A36HK3)
15/04/2024    Payment date of cash distribution for the securities for receipt of cash distribution submitted during the (first) submission period


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.