EQS-News: Announcement on the payment of the cash distribution of the capital reduction of STRABAG SE resolved on 16 June 2023 to the holders of value rights

EQS-News: STRABAG SE / Key word(s): Corporate Action/Payout
Announcement on the payment of the cash distribution of the capital
reduction of STRABAG SE resolved on 16 June 2023 to the holders of value
rights

20.11.2024 / 09:00 CET/CEST
The issuer is solely responsible for the content of this announcement.

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STRABAG SE

Villach

Announcement on the payment of the cash distribution of the capital
reduction of STRABAG SE resolved on 16 June 2023 to the holders of value
rights

ISIN: AT0000A36HK3
At the 19th Annual General Meeting of STRABAG SE, FN 88983h, Triglavstraße
9, 9500 Villach („STRABAG“ or the „Company“) held on 16 June 2023, an
ordinary capital reduction for the purpose of repayment to shareholders of
the Company was resolved, among other things. Upon effectiveness of this
ordinary capital reduction, a conditional distribution entitlement of EUR
9.05 per share of the Company entitled to distribution (ISIN AT000000STR1;
the „Shares“) (the „Distribution Entitlement“) arose. The conditions
precedent for the Distribution Entitlement and its payment have been
fulfilled in March 2024.

Shareholders who did not accept the subscription offer published on 11
September 2023 (exercise of the right to choose the Distribution
Entitlement in the form of new shares in the Company) received one value
right with ISIN AT0000A36HK3 (the „Value Right“) for each bearer share
entitled to distribution as at the value date of 26 March 2024, which
securitises the Distribution Entitlement.

1.    Original announcements on the payment of the Cash Distribution
against submission of Value Rights and disclosure of shareholder data

The Company published announcements in March and April 2024 on the payment
of the Cash Distribution of the capital reduction by way of Value Rights:
Holders of the Company’s Value Rights were able to submit their Value
Rights for payment via their custodian bank within two submission periods
in 2024 in accordance with specified conditions. The submission of the
Value Rights for payment was to be declared to the custodian bank by the
holders of the Value Rights using a submission form provided, in which the
holders of the Value Rights had to provide certain shareholder data and
make declarations. This involved the instruction by each Value Right
holder to the custodian bank to transfer the submitted Value Rights to
Erste Group Bank AG as the appointed depositing agent in return for the
Cash Distribution of EUR 9.05 per submitted Value Right.

The settlement by means of the submission of Value Rights by the holders
of Value Rights in accordance with the stipulated conditions was carried
out so that, on the one hand, sanction restrictions against MKAO „Rasperia
Trading Limited“ are complied with and, on the other hand, a potential
reversal – in the event of a successful action for annulment against the
resolutions of the 19th Annual General Meeting – is ensured.

2.    Amendment of payout conditions – no more submission of Value Rights
with disclosure of shareholder data required

The capital measures resolved by the 19th Annual General Meeting of the
Company are now finally legally effective following the legally binding
dismissal of the action for annulment brought by MKAO „Rasperia Trading
Limited“.

As a result, the payment of the Distribution Entitlement in cash (the
„Cash Distribution“) to the holders of Value Rights entitled to
distribution who have not yet submitted their Value Rights within the two
submission periods in 2024 to receive the Cash Distribution shall now be
made in the course of a so-called mandatory corporate action (i.e.
automatic settlement of securities accounts) in accordance with the
following provisions. 

As part of this so-called mandatory corporate action for securities
account settlement (i.e. automatic securities account settlement),
crediting will automatically be made against derecognition of Value
Rights, so that neither the holders of Value Rights nor the custodian
banks have to actively submit Value Rights to receive the Cash
Distribution. 

3.    Payment of the Cash Distribution concurrently against derecognition
of Value Rights by way of automatic securities account settlement

Each Value Right securitises the claim to a Cash Distribution from the
ordinary capital reduction resolved by the 19th Annual General Meeting of
STRABAG on 16 June 2023 for the purpose of distribution in the amount of
EUR 9.05 per Share entitled to distribution. The distribution will be paid
out without interest.

The appointed settlement agent is Erste Group Bank AG, FN 33209m, Am
Belvedere 1, 1100 Vienna („Settlement Agent“). The Settlement Agent acts
exclusively as an agent of STRABAG and does not assume any obligations
towards the holders of Value Rights. No contractual or fiduciary
relationship is established between it and the holders of Value Rights.

The Settlement Agent pays the Cash Distribution concurrently against
derecognition of the Value Right to the custodian bank of the Value Right
holder.

The Cash Distribution is paid out without deduction of capital gains tax
(Kapitalertragsteuer – KESt) and is credited to the custodian bank. 

Payment by way of automatic deposit settlement is subject to the condition
that it is ensured in the course of settlement, in particular on the
Record Date, that no payment of the Cash Distribution is made to Rasperia
(as defined below) (point 5). A payment of the Cash Distribution
attributable to the shares of Rasperia (as defined below) is further
subject to the decision of the Management Board of STRABAG on payment in
accordance with applicable sanction restrictions and potential impacts of
sanctions (point 6).

Payment of the Cash Distribution is made by the Settlement Agent on the
condition that STRABAG has provided the amounts required for payment of
the Cash Distribution in full and in good time.

4.    Timetable 

The Cash Distribution in the amount of EUR 9.05 per Distribution
Entitlement will be credited on the Payment Date (value date) against
derecognition of the Value Rights (ISIN AT0000A36HK3) from the securities
accounts of the holders of the Value Rights entitled to the distribution
in accordance with the following schedule:

Ex-Day: Wednesday, 27 November 2024 

Record Date: Thursday, 28 November 2024 

Payment Date: Tuesday, 3 December 2024 

The holders of the Value Rights entitled to distribution do not need to
take any further action to receive the credit of the Cash Distribution in
the amount of EUR 9.05 per Distribution Entitlement. The Cash Distribution
will be credited by the Settlement Agent on the Payment Date by way of
automatic securities account settlement against derecognition of the Value
Rights from the securities accounts of the holders of the Value Rights
entitled to distribution.   

5.    Reservation for a change of the settlement process

Payment of the Cash Distribution to the holders of Value Rights entitled
to receive the distribution will be made concurrently with the
derecognition of the Value Rights to the custodian bank of the holder of
the Value Right by way of automatic securities account settlement,
provided that it is ensured in the course of settlement, in particular on
the Record Date, that no payment of the Cash Distribution to Rasperia (as
defined below) is made.

The Company therefore expressly reserves the right to change the
modalities of payment of the Cash Distribution.

6.    Reservation by the Management Board of STRABAG SE to decide on the
pay out of the distribution attributable to the shares of MKAO „Rasperia
Trading Limited“

By Council Implementing Regulation (EU) 2024/1842, the shareholder
MESCHDUNARODNAJA KOMPANIJA AKZIONERNOE OBSCHTSCHESTWO „RASPERIA TRADING
LIMITED“, [MKAO „Rasperia Trading Limited“], register number (OGRN)
1193926007153, Russian Federation („Rasperia“) was added to the list of
natural and legal persons, entities and bodies in Annex I to Council
Regulation (EU) No. 269/2014 of the Council of the European Union of 17
March 2014 concerning restrictive measures in respect of actions
undermining or threatening the territorial integrity, sovereignty and
independence of Ukraine.

Payment of the Cash Distribution to Rasperia (or its legal successor(s))
shall only be made on the condition that the Management Board of STRABAG
resolves to pay the Cash Distribution to Rasperia (or its legal
successor(s)) in accordance with applicable sanction restrictions and
potential impacts of sanctions. The Settlement Agent will only pay the
Cash Distribution to Rasperia (or its legal successor(s)) if STRABAG
expressly confirms to the Settlement Agent in writing that the payment
shall be made. 

7.    Reimbursement of expenses

As this is a so-called mandatory corporate action for securities account
settlement (i.e. automatic securities account settlement), there is no
separate reimbursement of expenses.

8.    Applicable law and place of jurisdiction

The rights and obligations of the holders of Value Rights and STRABAG are
subject to Austrian law to the exclusion of the conflict of law rules of
Austrian private international law. The place of fulfilment is Vienna,
Austria. 

For all legal disputes in connection with these terms and conditions of
settlement, the court in Vienna with jurisdiction for commercial matters
shall have exclusive jurisdiction – to the extent permitted by law and/or
unless another compulsory place of jurisdiction applies (cf. in particular
Section 83a JN).

For actions brought by a consumer against STRABAG, the court with
subject-matter and local jurisdiction at the place of residence of the
consumer or at the registered office of STRABAG or another court with
jurisdiction based on the statutory provisions shall have jurisdiction at
the choice of the consumer – to the extent permitted by law and/or unless
another mandatory place of jurisdiction arises (cf. in particular Section
83a JN). 

Villach, November 2024

The Executive Board

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20.11.2024 CET/CEST This Corporate News was distributed by EQS Group AG.
www.eqs.com

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Language: English
Company: STRABAG SE
Donau-City-Straße 9
1220 Vienna
Austria
Phone: +43 1 22422 – 1089
Fax: +43 1 22422 – 1177
E-mail: investor.relations@strabag.com
Internet: www.strabag.com
ISIN: AT000000STR1
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 2033401

 
End of News EQS News Service

2033401  20.11.2024 CET/CEST