Conditions for the buyback of own shares
Disclosure in accordance with Section 65 Para 1a of the Austrian Stock Corporation Act (AktG) and Section 119 Para 9 of the Austrian Stock Exchange Act (BörseG) 2018 in connection with Section 5 of the Austrian Publication Regulation (Veröffentlichungsverordnung) 2018
STRABAG SE has agreed with the bidders – Haselsteiner Familien-Privatstiftung, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung and UNIQA Österreich Versicherungen AG – of the published mandatory anticipatory offer (hereinafter referred to as the “offer”) to acquire, as own shares, up to 10,260,000 of the shares included in the offer, representing up to 10 % of the share capital, at the same price as the offer price (EUR 38,94). The bidders will acquire these shares in the course of the offer in trust for STRABAG SE.
Conditions of the share buyback:
| Date of the resolution by the General Meeting authorising the purchase of own shares pursuant to Section 65 Para 1 No 8 of the Austrian Stock Corporation Act (AktG): |
24 June 2022 |
| Date and publication of the resolution: |
24 June 2022 via an information dissemination system pursuant to Section 118 Para 1 No 9 in connection with Section 118 Para 1 No 22 and Section 119 Para 9 of the Austrian Stock Exchange Act (BörseG) 2018 in connection with Section 2 of the Disclosure and Reporting Regulation (Verbreitungs- und Meldeverordnung) 2018 |
| Expected date of buyback: |
On or around the settlement date of the offer by Haselsteiner Familien-Privatstiftung, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft m.b.H. and UNIQA Österreich Versicherungen AG (the “bidders”) after expiry of the three-month additional acceptance period |
| Stock class: |
Ordinary shares (ISIN AT000000STR1). |
| Volume: |
Up to 10,260,000 shares, corresponding to up to 10 % of the share capital of the company. |
| Purchase price: |
EUR 38,94, corresponding to the offer price of the bidders’ offer |
| Type of buyback: |
Over-the-counter acquisition of shares included in the offer by the bidders |
| Purpose: |
Purpose-free acquisition in accordance with the resolution passed by company’s General Meeting authorising the Management Board to buy back own shares (Section 65 Para 1 No 8 AktG) |
| Impact on stock exchange listing of STRABAG shares: |
None. It is pointed out that in case of a high acceptance rate of the bidders’ mandatory bid, the minimum free float required for an admission of the shares to official trading (Sections 38 et seq BörseG) might not be met. |
Notice pursuant to Section 5 Para 4 of the Austrian Publication Regulation (Veröffentlichungsverordnung) 2018: Details to be published pursuant to Section 7 of the Publication Regulation 2018 regarding transactions carried out in the context of this buyback as well as any amendments to terms and conditions to be published pursuant to Section 6 of the Publication Regulation 2018 shall be published on the website of STRABAG SE at https://www.strabag.com.
IMPORTANT INFORMATION
This publication is not a public offer for the acquisition of STRABAG shares by the company and does not create any obligation on the part of the company or any of its subsidiaries to buy (back) any STRABAG shares.
This publication by STRABAG SE is made in connection with the published mandatory bid (Section 22 et seq of the Austrian Takeover Act) by Haselsteiner Familien-Privatstiftung, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung and UNIQA Österreich Versicherungen AG for shares in STRABAG SE (takeover bid). The publication is for information purposes only and does not constitute a solicitation or recommendation to buy or sell or an offer to buy or sell any securities of STRABAG SE. The terms and conditions and other provisions relating to the takeover offer will be contained in the offer documents to be published by Haselsteiner Familien-Privatstiftung, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung and UNIQA Österreich Versicherungen AG. The content of the offer documents and the statements to be made by the Management Board and Supervisory Board of STRABAG SE in this regard are authoritative and investors and holders of shares in STRABAG SE are expressly recommended to examine them.
Insofar as this communication contains forward-looking statements concerning STRABAG SE, these do not represent facts and are identified by words such as “will”, “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. These statements express intentions, views or current expectations and assumptions of STRABAG SE. The forward-looking statements are based on current plans, estimates and forecasts, but make no statement about their future accuracy. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and are usually beyond STRABAG SE’s control. It should be noted that actual events or developments may differ materially from those contained or expressed in the forward-looking statements.
