EQS-AGM: STRABAG SE: Notice of the 20th Annual General Meeting

STRABAG SE

Villach, FN 88983 h

ISIN AT000000STR1

ISIN AT0000A36HJ5

Notice of Annual General Meeting

We hereby invite our shareholders to the

20^th Annual General Meeting of STRABAG SE

on 14 June 2024, at 10:00 a.m. (Vienna time)

at Tech Gate Vienna, Room 0.1, Donau-City-Str. 1, 1220 Vienna.
 

I. AGENDA

1. Presentation of the annual financial statements, including the management report and the consolidated corporate governance report; of the consolidated financial statements, including the group management report; of the proposal for the appropriation of the balance sheet profit; and of the Supervisory Board report for the 2023 financial year
2. Resolution concerning the appropriation of the balance sheet profit
3. Resolution concerning the approval of the actions of the members of the Management Board for the 2023 financial year
4. Resolution concerning the approval of the actions of the members of the Supervisory Board for the 2023 financial year
5. Appointment of the auditor for the single-entity and consolidated financial statements and for the consolidated sustainability report for the 2024 financial year
6. Resolution concerning the remuneration report for the Management Board and the Supervisory Board for the 2023 financial year
7. Resolution concerning the remuneration policy

8. Resolution concerning the authorisation of the Management Board to increase capital pursuant to Section 169 of the Austrian Stock Corporation Act (AktG) (authorised capital) against cash contributions and/or contributions in kind, including authorisation of the Management Board to exclude subscription rights, and amendment of Article 4 (1) of the Articles of Association.
9. Resolution concerning cancellation of the existing and unused conditional capital (Section 159 (2) no. 1 AktG) for the issue of shares to creditors of financial instruments in accordance with the resolution of the Annual General Meeting of 15 June 2012 and the amendment of Article 4 (7) of the Articles of Association
10. Resolution to authorise the Management Board

1. 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),
2. to reduce the share capital by withdrawing own shares acquired without a further resolution by the General Meeting, and
3. to sell or assign own shares pursuant to Section 65 (1b) AktG in a manner other than on the stock market or through a public tender.

11. Resolution concerning the amendment to Article 2 “Object of the Company”, Article 3 “Publications”, Article 11 “Supervisory Board – Meetings, Agenda, Convocation”, Article 12 “Supervisory Board – Quorum, Resolutions” of the Articles of Association

II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON THE COMPANY WEBSITE

The following documents will be available by 24 May 2024 on the company website at www.strabag.com:

• Annual financial statements with management report
• Consolidated financial statements with group management report
• Consolidated corporate governance report
• Consolidated report on payments to government agencies
• Consolidated non-financial report (sustainability report)
• Proposal for the appropriation of the balance sheet profit
• Supervisory Board report

(all of the above for the 2023 financial year)

• Draft resolutions from the Management Board
• Draft resolutions from the Supervisory Board
• Remuneration report for the Management Board and the Supervisory Board
• Remuneration policy for the Management Board
• Remuneration policy for the Supervisory Board
• Report of the Management Board pursuant to Section 170 (2) in conjunction with Section 153 (4) of the Austrian Stock Corporation Act (AktG) on agenda item 8 on the authorisation to exclude subscription rights in connection with the authorisation of the Management Board to increase capital pursuant to Section 169 AktG against cash contributions and/or contributions in kind
• Report of the Management Board pursuant to Section 65 (1b) AktG in conjunction with Section 153 (4) AktG on agenda item 10 on the authorisation to exclude the shareholders’ proportionate selling rights (reverse exclusion of subscription rights) when acquiring own shares and on the authorisation of the Management Board to exclude the shareholders’ buyback rights (subscription rights) when selling own shares
• Articles of Association, annotated with the proposed amendments
• Proxy authorisation form
• Proxy authorisation form for the independent special proxy named by the company
• Form for the revocation of proxy authorisation
• Full text of this notice
• Information on shareholders’ rights

III. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE GENERAL MEETING

The right to participate in the Annual General Meeting and to exercise voting rights and the remaining shareholders’ rights to be asserted at the Annual General Meeting is conditional on the shares held at the end of 4 June 2024 (record date).

Participation in the Annual General Meeting and the exercise of shareholder rights is limited to persons who, on the record date, hold shares in the company and can supply proof of their shareholdings or who, for holders of registered shares, are entered in the shareholder register and are registered to participate in the meeting.

Bearer shares

For holders of bearer shares, deposit confirmation pursuant to Section 10a AktG shall represent sufficient proof of shareholdings on the record date, provided such confirmation is received by the company no later than 11 June 2024 (midnight, Vienna time) exclusively via one of the following channels of communication at one of the following addresses:

(i) for deposit confirmation in written form:

by mail or courier: STRABAG SE
Hauptversammlung
c/o Donau-City-Str. 9
1220 Vienna, Austria

by SWIFT: COMRGB2L
(Message Type MT598 or MT599, must include ISIN AT000000STR1 or ISIN AT0000A36HJ5 in text)

(ii) for deposit confirmation in text form, deemed to be sufficient pursuant to Article 17 (2) of the Articles of Association:

by fax: +49 89 30903 73907

by email: anmeldestelle@computershare.de, with the deposit confirmation to be attached to the email in text form, e.g. as a PDF file

The shareholders are requested to contact their custodian bank to arrange for the issue and transfer of a deposit confirmation.

The record date has no impact on the liquidity of the shares and is not of importance for the dividend rights.

[Questions from Austrian and foreign banks on how to issue and send deposit confirmations may be directed to:
by telephone: +43 800 880890
by email: anmeldestelle@computershare.de]

Deposit confirmation pursuant to Section 10a AktG

Deposit confirmation must be issued by the custodian bank with headquarters in a member state of the European Economic Area or in a full member state of the OECD and must include the following information:

• Information on the issuer: company name and address or code commonly used in business transactions between banks
• Information on the shareholder: name/company name and address as well as date of birth for natural persons or, for legal persons, the company register and number under which the company is listed in its country of origin
• Information on the shares: number of shares held by the shareholder, ISIN AT000000STR1 or ISIN AT0000A36HJ5
• Deposit account number or other description
• Date or period of time which the deposit confirmation refers to

The deposit confirmation as proof of shareholding for participation in the Annual General Meeting must refer to the end of the record date of 4 June 2024 (midnight, Vienna time).

Deposit confirmations will be accepted in German or English.

Registered shares

For holders of registered shares, only such shareholders shall be entitled to participate in the Annual General Meeting whose registration is received by the company in text form no later than 11 June 2024 exclusively at one of the following addresses:

by mail or courier: STRABAG SE
Hauptversammlung
c/o Donau-City-Str. 9
1220 Vienna, Austria

by fax: +49 89 30903 73907

by email: anmeldestelle@computershare.de, with the registration attached to the email in text form, e.g. as a PDF file

by SWIFT: COMRGB2L
(Message Type MT598 or MT599, must include the number of the registered share in the text)

Registrations will be accepted in German or English.

Proof of identity

Shareholders and their proxy representatives are requested to provide a valid picture ID as proof of identity at registration.

If you are attending the Annual General Meeting as a proxy representative, please also bring the proxy authorisation in addition to the official picture ID. If the original of the proxy authorisation has already been sent to the company, your entry will be facilitated if you bring a copy with you.

STRABAG SE reserves the right to determine the identity of the persons attending the Annual General Meeting. If it is not possible to determine a person’s identity, that person may be barred from entry.
 

IV. POSSIBILITY AND PROCEDURE FOR AUTHORISATION OF A PROXY REPRESENTATIVE

Shareholders who are entitled to participate in the Annual General Meeting and who have proven this in accordance with the stipulations contained within item III of this notice have the right to authorise proxy representatives to attend the meeting on their behalf who are vested with the same rights as the shareholder being represented.

The proxy authorisation must be granted to a specific person (natural or legal) in text form (Section 13 (2) AktG); proxies may also be granted to more than one person.

A proxy representative may be appointed before as well as during the Annual General Meeting.

The proxy authorisation may be transmitted via the following channels of communication at one of the following addresses:

by mail or courier: STRABAG SE
Hauptversammlung
c/o Donau-City-Str. 9
1220 Vienna, Austria

by fax: +49 89 30903 73907

by email: anmeldestelle@computershare.de, with the proxy authorisation attached to the email in text form, e.g. as a PDF file

The proxy authorisation must be received no later than 13 June 2024, 4:00 p.m., Vienna time at one of the above addresses, unless it is handed in on the day of the Annual General Meeting at the entrance to the meeting. On the day of the general meeting, the proxy authorisation can be submitted only in person at the registration desk for the general meeting directly at the meeting venue.

Forms for granting and revoking proxy authorisation can be downloaded from the company’s website at www.strabag.com. To help us process the paperwork more quickly, we ask that you please use the available forms.

More information about the proxy authorisation, in particular about the text form and the content of the proxy authorisation, is available from the proxy authorisation form that is available to the shareholders.

If a shareholder has granted a proxy authorisation to his/her custodian bank (Section 10a AktG), it is sufficient for the bank to provide a declaration of having been authorised as a proxy representative in addition to the deposit confirmation.

Shareholders may still exercise their rights at the Annual General Meeting in person, even after appointing a proxy representative. Appearing in person counts as revocation of a previously made proxy authorisation.

The above rules for proxy authorisation apply by analogy to its revocation.

As a special service, shareholders may authorise a representative from the Austrian Shareholder Association (IVA), Feldmühlgasse 22, 1130 Vienna, to act as an independent proxy to exercise their voting rights at the Annual General Meeting in accordance with their instructions. The IVA has offered to send Mr. Florian Beckermann as a shareholders’ representative at the Annual General Meeting. A special proxy authorisation form for Mr. Florian Beckermann is available for download from the company website at www.strabag.com. This form must be received by the company no later than 13 June 2024, 4:00 p.m., Vienna time exclusively at one of the above-mentioned addresses for the receipt of proxy authorisation forms. It is possible to contact Mr. Florian Beckermann of the IVA directly at tel.: +43 1 8763343, fax: +43 1 8763343-39 or email beckermann.strabag@computershare.de.
 

V. NOTICE REGARDING THE RIGHTS OF SHAREHOLDERS UNDER SECTIONS 109, 110, 118 AND 119 AKTG

1.  Proposal of additional agenda items by shareholders under Section 62 (1) of the Austrian Societas Europaea Act in conjunction with Section 109 AktG

Shareholders whose holdings represent a combined total of 5% of the share capital may request by written petition the inclusion of additional items on the agenda of the Annual General Meeting, provided that these shareholders held the shares for at least three months prior to their petition and that the written petition is received by the company in written form by mail or by courier no later than 24 May 2024 (midnight, Vienna time) exclusively at its address at Donau-City-Str. 9, 1220 Vienna, for the attention of Mr. Marco Reiter, MSc, Department of Investor Relations, or, if sent by email, with a qualified electronic signature to the email address investor.relations@strabag.com or by SWIFT to the address COMRGB2L. “Written” means signed personally or by an authorised representative for each applicant or, if sent by email, with a qualified electronic signature or, if sent by SWIFT, with Message Type MT598 or MT599, where the ISIN of the shares, i.e. ISIN AT000000STR1 or ISIN AT0000A36HJ5, must be indicated in the text.

Each agenda item thus submitted for inclusion on the agenda must be accompanied by a draft resolution including a statement citing the reason for the proposal. The agenda item and the draft resolution, but not its justification, must be written in German. Proof of shareholder status as the basis for exercising this shareholder right shall be accomplished by presenting a deposit confirmation pursuant to Section 10a AktG confirming that the petitioning shareholders held the shares for at least three months prior to the petition. The deposit confirmation must not be more than seven days old at the time it is submitted to the company. In respect to any other requirements related to deposit confirmation, reference is made to the detailed information on the prerequisites for participation (item III). Multiple deposit confirmations for shares which only jointly represent a shareholding of 5% must refer to the same point in time.

2. Draft resolutions for the agenda proposed by shareholders under Article 53 of the Societas Europaea Regulation in conjunction with Section 110 AktG

Shareholders whose holdings represent a combined total of 1% of the share capital may submit, in writing, draft resolutions for each agenda item, to be accompanied by a statement stating the reason for such proposal, and may request the draft resolutions, together with the name of the respective shareholders, the explanatory statements and a possible statement from the Management Board or from the Supervisory Board, to be posted on the company’s website as entered in the Commercial Register if this request is received in text form no later than 5 June 2024 (midnight, Vienna time) by the company either by fax at +43 1 22422-1177, by mail at Donau-City-Str. 9, 1220 Vienna, for the attention of Mr. Marco Reiter, MSc, Department of Investor Relations, or by email at investor.relations@strabag.com, with the deposit confirmation to be attached to the email in text form, e.g. as a PDF file. If declarations are required to be made in text form in accordance with Section 13 (2) AktG, the declaration must be submitted in a document or another manner that is suitable for permanent reproduction, the person making the declaration must be named and the conclusion of the declaration must be made recognisable by signature or otherwise. The draft resolution, but not its justification, must be written in German.

Proof of shareholder status as the basis for exercising this shareholder right shall be accomplished by presenting a deposit confirmation pursuant to Section 10a AktG, which must not be more than seven days old at the time it is submitted to the company. In respect to any other requirements related to deposit confirmation, reference is made to the detailed information on the prerequisites for participation (item III). Multiple deposit confirmations for shares which only jointly represent a shareholding of 1% must refer to the same point in time.

The proposals will be published on the company’s website at www.strabag.com no later than two working days after receipt.

3.  Shareholders’ right to information under Article 53 of the Societas Europaea Regulation in conjunction with Section 118 AktG

All shareholders have the right to request information on company matters at the Annual General Meeting, provided that such information is necessary for the proper assessment of agenda items. This obligation to provide information also covers the company’s legal and business relations with subsidiaries as well as the situation of the Group and of the companies included in the consolidated financial statements.

The company may refuse to supply such information if, according to sound business judgment, it would be seriously prejudicial to the company or one of its subsidiaries, or if providing such information would comprise a criminal offense.

Requests for information during the Annual General Meeting shall generally be made orally but may also be presented in writing (as determined by the chairperson of the general meeting).

To help expedite the progress of the meeting, questions requiring more preparation to answer should be transmitted to the Management Board in text form in due time before the General Meeting. Questions can be sent to the company by fax to +43 1 22422-1177 or by email to investor.relations@strabag.com.

Please note that reasonable time restrictions may be imposed by the chairperson during the Annual General Meeting.

4. Motions by shareholders during the Annual General Meeting under Section 119 AktG

Every shareholder – regardless of the shareholding amount – has the right to bring forward motions in respect to each item on the agenda at the Annual General Meeting. If several motions addressing the same agenda item are made, Section 119 (3) AktG allows the chairperson to determine the order in which the motions are voted on.

5. Information on the website

The information concerning these shareholders’ rights under Sections 109, 110, 118 and 119 AktG is available on the company’s website at www.strabag.com.
 

VI. ADDITIONAL INFORMATION AND NOTICES

1. Total number of shares and voting rights

At the time of notice of the Annual General Meeting, the share capital of the company amounts to EUR 118,221,982 and is divided into 118,221,982 no-par shares. Each share qualifies for one vote. The company holds 2,779,006 own shares at the time of giving notice of the Annual General Meeting. This does not entitle it to any rights, including the right to vote. The total number of voting rights at the time of notice of the Annual General Meeting therefore amounts to 115,442,976.

2. Webcast of the Annual General Meeting

Audio and video of the Annual General Meeting will be broadcast online to the public in real time.

All shareholders of the company, as well as the interested public, can follow the Annual General Meeting on 14 June 2024 starting at around 10:00 a.m. (Vienna time) live at www.strabag.com.

3. Security precautions

When planning and scheduling your arrival, we ask that you consider the large number of expected participants as well as the usual security precautions (e.g. mandatory coat check). Entry to pick up the voting ballots begins at 9:00 a.m. (Vienna time).

4. Information for shareholders on the processing of personal data

STRABAG SE processes shareholders’ personal data, including but not limited to the data as stated in Section 10a (2) AktG (name, address, date of birth, number of the securities deposit account, number of shares held by the shareholder, class of shares (if applicable), number of the voting card, and name and date of birth of the proxy representative (if applicable)), in accordance with the applicable data protection laws, in particular the European Union’s General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, to enable the shareholders to exercise their rights during the course of the Annual General Meeting.

The processing of personal data is mandatory for the attendance of shareholders and their representatives at the Annual General Meeting in accordance with the Austrian Stock Corporation Act, including, but not limited to, Sections 111–114, 117 and 120 AktG. The legal basis for the processing is Article 6 (1) c) GDPR. The processing of personal data of meeting participants as part of the recording and public webcast of the Annual General Meeting at www.strabag.com is done in accordance with Section 102 (4) AktG in conjunction with Article 19 (3) and (4) of the Articles of Association of STRABAG SE on the basis of the legitimate interests permitted by the Austrian Stock Corporation Act and the provisions of the Articles of Association in accordance with Article 6 (1) f) GDPR.

STRABAG SE is the data controller responsible for the processing of the personal data. For the purpose of organising the Annual General Meeting, STRABAG SE makes use of external service providers, such as notaries, attorneys, banks and IT service providers. These service providers receive from STRABAG SE only those personal data that are necessary to provide the requested services, and they process such data solely in accordance with the instructions of STRABAG SE. To the extent legally required, STRABAG SE has concluded a data protection agreement with these service providers.

If a shareholder attends the Annual General Meeting, all attending shareholders and their representatives, the members of the Management and Supervisory Boards, the notary, and all persons with a legal right to attend can demand to look into and see the legally mandated attendance list (Section 117 AktG) and thus see the personal data stated therein (e.g. name, place of residence, interests held). Moreover, STRABAG SE is legally required to submit personal shareholder data (including but not limited to the attendance list) to the Commercial Register as part of the notarial record (Section 120 AktG).

The data of the shareholders are anonymised and erased as soon as they are no longer needed for the purpose for which they were collected and processed, and as long as no other legal obligations require their further storage. Documentation and retention obligations arise from corporate, stock and takeover law, from legislation on taxes and duties, and from money laundering regulations. In the event that legal claims are asserted by shareholders against STRABAG SE or by STRABAG SE against shareholders, the storage of personal data serves the purpose of clarifying and asserting such claims in individual cases. In the context of legal proceedings involving civil lawsuits, this may result in the storage of data during the period of limitation plus the duration of the legal proceedings until the latter’s legally valid conclusion.

Shareholders are at all times entitled to exercise any of the rights of access, rectification, restriction, objection and erasure with regard to the processing of their personal data as well as to exercise their right to data portability in accordance with chapter III of the GDPR. Shareholders may assert these rights against STRABAG SE free of charge by sending an email to investor.relations@strabag.com or by postal mail to the following address:

STRABAG SE
c/o Donau-City-Straße 9
1220 Vienna, Austria
Telefax: +43 (1) 22422 1177

Furthermore, shareholders have the right to lodge a complaint with the supervisory authorities for data protection according to Article 77 of the GDPR.

Additional information on data protection is available in the data protection statement on the website of STRABAG SE at www.strabag.com.

Vienna, May 2024 

The Management Board