EQS-AGM: STRABAG SE: Notice of the 19th Annual General Meeting

EQS-News: STRABAG SE / Announcement of the Convening of the General
Meeting
STRABAG SE: Notice of the 19th Annual General Meeting

17.05.2023 / 09:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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STRABAG SE
Villach, FN 88983 h
ISIN AT000000STR1
 
Notice of Annual General Meeting

We hereby invite our shareholders to the

19th Annual General Meeting of STRABAG SE

on Friday, 16 June 2023, at 10:00 a.m. (Vienna time)

at Tech Gate Vienna, Room 0.1, Donau-City-Str. 1, 1220 Vienna.
 
After reviewing and evaluating the current health situation, the
Management Board of the company has decided to return to an in-person
format for this year’s Annual General Meeting.

Please note, however, that participation will only be possible in
compliance with any legally binding Covid-19 regulations in force on the
day of the Annual General Meeting (such as mandatory wearing of masks or
proof of negative PCR test).

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 2022 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 2022 financial year
 
 4. Resolution concerning the approval of the actions of the members of
the Supervisory Board for the 2022 financial year
 
 5. Selection of the auditor of the financial statements and group
financial statements for the 2023 financial year
 
 6. Resolution concerning the remuneration report for the Management Board
and the Supervisory Board for the 2022 financial year
 
 7. Resolution concerning the increase of the share capital of the company
from company funds, resolutions concerning ordinary reductions of the
share capital of the company and resolution concerning the non-cash
capital increase of the share capital of the company, specifically

a)    resolution concerning the increase of the share capital of the
company from company funds through conversion of a portion of the
committed reserves in the amount of EUR 1,900,000,000.00 shown in the
annual financial statements as at 31 December 2022 into share capital
without issuing new shares (capital adjustment pursuant to Section 1
et seq. of the Austrian Capital Adjustment Act
(Kapitalberichtigungsgesetz, or “KapBG”);

b)    resolution concerning the ordinary reduction of the share
capital of the company by EUR 996,620,004.30 pursuant to Section 175
et seq. of the Austrian Stock Corporation Act (Aktiengesetz, or
“AktG”) for the purpose of allocation to non-committed reserves with
reduction of the pro rata amount of the share capital attributable to
each no-par value share (without reverse stock split);

c)    resolution concerning the reduction of the share capital of the
company by EUR 903,379,995.70 in accordance with the provisions on
ordinary capital reductions pursuant to Section 175 et seq. AktG for
the purpose of repayment of part of the share capital with reduction
of the pro rata amount of the share capital attributable to each
no-par value share (without reverse stock split);

d)    resolution concerning the ordinary increase of the share capital
of the company pursuant to Section 150 et seq. AktG by up to EUR
24,955,248.00 through the issue of up to 24,955,248 new no-par value
bearer shares with contributions in kind to be raised by way of a
shareholder waiver on distribution entitlements from the capital
reduction (item c))

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

The following documents will be available from 26 May 2023 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 governments
• consolidated non-financial report
• proposal for the appropriation of the balance sheet profit
• Supervisory Board report

(all of the above for the 2022 financial year)

• draft resolutions from the Management Board
• draft resolutions from the Supervisory Board
• remuneration report for the Management Board and Supervisory Board
• report of the Management Board pursuant to Section 2 Para 5 KapBG on
item 7a) of the agenda, which also refers to the resolutions
concerning the ordinary reduction of the share capital pursuant to
item 7b) and item 7c) of the agenda as well as the resolution
concerning the ordinary non-cash capital increase pursuant to item 7d)
of the agenda
• report of the auditor KPMG Austria GmbH Wirtschaftsprüfungs- und
Steuerberatungsgesellschaft on item 7a) of the agenda concerning the
independent audit of the report of the Management Board as to whether
the proposal for the capital increase from company funds complies with
the legal provisions pursuant to Section 2 Para 5 KapBG
• report of the Supervisory Board on agenda item 7a)
• expert opinion of Deloitte Financial Advisory GmbH on the business
value of the company with valuation date 16 June 2023 (version with
consideration of the confidentiality interests of the company pursuant
to Section 118 Para 3 AktG)
• proxy authorisation form
• proxy authorisation form for the independent special proxy named by
the company
• form for the revocation of proxy authorisation
• question form
• full text of this notice

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 6
June 2023 (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 13
June 2023 (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 in text)

(ii)    for deposit confirmation in text form, deemed to be sufficient by
the Articles of Association in accordance with Section 17 Para 2:

by fax: +49 89 30903 74675

by e-mail: anmeldestelle@computershare.de, with the deposit confirmation
to be attached to the e-mail 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 confirmation may be directed to:
by telephone: +43 800 880890
by e-mail: 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
• Deposit account number or other description
• Date or period of time to 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 6 June
2023 (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 13 June 2023
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 74675

by e-mail: anmeldestelle@computershare.de, with the registration attached
to the e-mail 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.    POSSIBILTY 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 Para 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 74675

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

The proxy authorisation must be received no later than 15 June 2023, 4:00
p.m., Vienna time at one of the above addresses, provided it is not made
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 in the Annual General Meeting
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 Wien, 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
15 June 2023, 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 8763343-30, fax: +43 1 8763343-39 or e-mail
florian.beckermann@iva.or.at.

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 Para 1 of the Austrian Societas Europaea Act in connection with Section
109 AktG

Shareholders whose combined holdings represent 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 26 May 2023 (midnight, Vienna time) exclusively
at its address Donau-City-Straße 9, 1220 Vienna, for the attention of
MMag. Marianne Jakl, Department of Investor Relations, or, if sent by
e-mail, with a qualified electronic signature to the e-mail 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 e-mail, with a qualified electronic
signature or, if sent by SWIFT, with Message Type MT598 or MT599, where
ISIN AT000000STR1 must be indicated in the text.

Each agenda item petition 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 may be accomplished by presenting deposit confirmation
in accordance with 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 to the agenda proposed by shareholders under
Article 53 of the Societas Europaea Regulation in connection 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 company register if this
request is received in text form no later than 6 June 2023 (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 MMag. Marianne Jakl,
Department of Investor Relations, or by e-mail at
investor.relations@strabag.com, with the deposit confirmation to be
attached to the e-mail in text form, e.g. as a PDF file. If declarations
are required to be made in text form in accordance with Section 13 Para 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 deposit confirmation in
accordance with Section 10a AktG, provided that the confirmation is no
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 connection 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 are usually to
be made orally but may also be done 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. The questions may be
sent to the company by fax at +43 1 22422-1177 or by e-mail at
investor.relations@strabag.com. You may also use the question form
available on the company’s website at www.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 are made to the same agenda
item, Section 119 Para 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 amounted to EUR 102,600,000.00 and was divided into
102,600,000 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 99,820,994.

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 company shareholders, as well as the interested public, can follow the
Annual General Meeting on 16 June 2023 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. 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 Para 2 AktG (name, address,
date of birth, the 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. 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 Para 4 AktG in conjunction with Section 19 Para 3 and Para 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 the data solely in accordance with the
instructions of STRABAG SE. As far as is legally necessary, 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 so 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 company 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 General Data
Protection Regulation. Shareholders may assert these rights against
STRABAG SE free of charge by sending an e-mail to
investor.relations@strabag.com or by postal mail to the following address:

STRABAG SE
c/o Donau-City-Str. 9
1220 Vienna
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
General Data Protection Regulation.

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

Vienna, May 2023    
The Management Board

 

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17.05.2023 CET/CEST

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Language: English
Company: STRABAG SE
Donau-City-Straße 9
1220 Vienna
Austria
Phone: +43 1 22422 – 1174
Fax: +43 1 22422 – 1177
E-mail: investor.relations@strabag.com
Internet: www.strabag.com
ISIN: AT000000STR1
Listed: Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

1634295  17.05.2023 CET/CEST