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

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