EQS-AGM: STRABAG SE: Notice of the 18th Annual General Meeting of STRABAG SE
EQS-News: STRABAG SE / Announcement of the Convening of the General
Meeting
STRABAG SE: Notice of the 18th Annual General Meeting of STRABAG SE
27.05.2022 / 09:54
Announcement of the Convening of the General Meeting, transmitted by EQS –
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
18^th Annual General Meeting of STRABAG SE
on Friday, 24 June 2022, at 9:00 a.m.
at STRABAG SE, 1220 Vienna, Donau-City-Str. 9, event room “Gironcoli
Kristall”.
Dear Shareholders,
For the protection of the shareholders and other participants, the
Management Board has decided to make use of the legal provisions for a
virtual Annual General Meeting.
The Annual General Meeting of STRABAG SE on 24 June 2022 will be held as a
virtual Annual General Meeting on the basis of Section 1 Para 2
COVID-19 Corporate Law Act (“COVID-19-GesG”, Federal Law Gazette I No.
16/2020 as amended) and the COVID-19 Corporate Law Ordinance
(“COVID-19-GesV”, Federal Law Gazette II No. 140/2020 as amended), taking
into account the interests of both the company and the participants.
This means that, in accordance with the decision of the Management Board,
shareholders and their representatives (with the exception of the special
proxies pursuant to Section 3 Para 4 COVID-19-GesV) cannot be physically
present at the Annual General Meeting of STRABAG SE on 24 June 2022.
Regrettably, the virtual Annual General Meeting will therefore be held
exclusively in the physical presence of the Chairman of the Supervisory
Board, the CEO and the members of the Management Board, the certified
public notary and the four special proxies proposed by the company at
Donau-City-Str. 9, 1220 Vienna.
The Management Board
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 2021 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 2021 financial year
4. Resolution concerning the approval of the actions of the members of the
Supervisory Board for the 2021 financial year
5. Selection of the auditor of the financial statements and group
financial statements for the 2022 financial year
6. Resolution concerning the remuneration report for the Management Board
and the Supervisory Board for the 2021 financial year
7. Election of four persons to the Supervisory Board
8. Resolution to authorise the Management Board
a. to acquire own shares, in accordance with Section 65 Para 1 No 8 as
well as Para 1a and 1b of the Austrian Stock Corporation Act (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),
b. to reduce the share capital by withdrawing own shares acquired without
a further resolution by the General Meeting, and
c. to sell or assign own shares in accordance with Section 65 Para 1b AktG
in a manner other than on the stock market or through a public tender.
Items 7 and 8 were added to the agenda in response to a petition received
on 19 May 2022 from the shareholder Haselsteiner Familien-Privatstiftung
in accordance with Section 109 AktG.
II. INFORMATION ABOUT THE VIRTUAL GENERAL MEETING AND THE ORGANISATIONAL
AND TECHNICAL REQUIREMENTS FOR PARTICIPATION
In keeping with COVID-19-GesG (Federal Law Gazette I No. 16/2020), as
amended, and the ordinance enacted on its basis (COVID-19-GesV, Federal
Law Gazette II No. 140/2020), as amended, the 18^th Annual General Meeting
of STRABAG SE will take place as a virtual Annual General Meeting. The
organisational and technical requirements for participation in the virtual
meeting in accordance with Section 2 Para 4 COVID-19-GesV are stated
below.
Holding the Annual General Meeting as a virtual meeting in accordance with
COVID-19-GesV results in modifications to the conduct of the Annual
General Meeting as well as to the exercise of shareholders’ rights.
Voting rights, the right to propose resolutions and the right to raise
objections will be exclusively exercised by one of the special proxies
nominated by the company in accordance with Section 3 Para 4
COVID-19-GesV.
The right to information may be exercised in the virtual Annual General
Meeting by the shareholders themselves by way of electronic communication,
namely by submitting questions in text form exclusively by e-mail directly
to the company’s e-mail address Fragen.HV2022@strabag.com, provided that
the shareholders have submitted in due time deposit confirmation for their
bearer shares pursuant to Section 10a AktG or a registration for their
registered shares pursuant to Item IV and have authorised a special proxy
pursuant to Item II Paragraph 2 and Item V.
1. Webcast of the Annual General Meeting
A real-time webcast of the Annual General Meeting will be broadcast
online. All company shareholders may follow the Annual General Meeting on
24 June 2022 from around 9:00 a.m. online at www.strabag.com.
For the audio and video playback via an Internet browser, shareholders
require high-performance Internet access and an Internet-compatible
device. No registration or login is required to follow the Annual General
Meeting.
The webcast of the virtual Annual General Meetings gives all shareholders
the opportunity to follow the proceedings of the Annual General Meeting,
in particular the presentation by the Management Board, the answers to
shareholders’ questions and the voting procedure, in real time through a
one-way video and audio connection.
It should be noted that this live transmission as a virtual Annual General
Meeting does not enable remote participation (Section 102 Para 3 Line 2
AktG) or remote voting (Section 102 Para 3 Line 3 AktG and Section 126
AktG) and that the transmission via Internet is not a two-way connection.
The individual shareholder can therefore only follow the proceedings of
the Annual General Meeting. Shareholders will not be able to make comments
or statements via this connection.
It is also pointed out that the company is only responsible for the
implementation of technical means of communication insofar as these can be
attributed to its area of responsibility (Section 2 Para 6 COVID-19-GesV).
2. Representation of shareholders by special proxies
The Annual General Meeting is being held as a virtual meeting; it will not
be possible for shareholders to be physically present. In accordance with
Section 3 Para 4 COVID-19-GesV, shareholders can cast votes, propose
resolutions or raise an objection in the virtual meeting only through one
of the four independent special proxies named by the company below, the
costs of which will be carried by the company:
1. Dipl.-Vw., Dipl.-Jur. Florian Beckermann, LL.M.
c/o Interessenverband für Anleger, IVA, Feldmühlgasse 22, 1130 Vienna
Tel. +43 1 8763343-30
E-mail: beckermann.strabag@computershare.de
2. MMag. Thomas Niss, MBA
c/o Coown Technologies GmbH, Gusshausstraße 3/2, 1040 Vienna
Tel. +43 664 529 6002
E-mail: niss.strabag@computershare.de
3. Rechtsanwalt Mag. Christian Thaler
c/o THALER.legal Rechtsanwalts GmbH, Ebendorferstraße 6/10, 1010 Vienna
Tel. +43 1 9978022
E-mail: thaler.strabag@computershare.de
4. Rechtsanwalt Mag. Gernot Wilfling
c/o Müller Partner Rechtsanwälte GmbH, Rockhgasse 6, 1010 Vienna
Tel. +43 1 5358008
E-mail: wilfling.strabag@computershare.de
To cast votes, propose resolutions or raise an objection in the virtual
meeting, shareholders must choose and authorise one of the above-mentioned
special proxies. The special proxies will only exercise the voting right,
the right to propose resolutions and the right to raise objections in
accordance with the shareholders’ instructions.
It is recommended that you contact the special proxy of your choice in
good time if you intend to instruct the special proxy to propose a
resolution or to object to one or more items on the agenda.
A proxy authorisation form for the four special proxies, as well as a form
for the revocation of proxy authorisation, is available for download from
the company 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 forms that are available to the shareholders.
To facilitate processing, please send your completed proxy authorisation
form (in text form) in such a timely manner that it is received no later
than 22 June 2022, 4:00 p.m., using one of the communication channels
stated below.
Authorisation forms may be sent to the special proxies by e-mail at the
address of the person you have chosen, with the proxy authorisation
attached to the
e-mail in text form, e.g. as a PDF file. This way the special proxy of
your choice will have direct access to the authorisation and your
instructions.
The following communication channels and addresses are also available for
the transmission of your proxy authorisation form:
by mail STRABAG SE
or courier Hauptversammlung
c/o Donau-City-Str. 9
1220 Vienna
by fax +49 89 30903 74675
by SWIFT COMRGB2L
(Message Type MT598 or MT599, must include ISIN AT000000STR1 or number of
the registered share in text)
Please note that it is not possible to present a proxy authorisation in
person on the day of the Annual General Meeting.
Shareholders have the option to revoke their proxy authorisation. The
above rules for proxy authorisation apply by analogy to its revocation.
The revocation does not take effect until it has been received by the
company.
Please note that deposit confirmation in accordance with Section 10a AktG
is a prerequisite for participation in the virtual general meeting and
must be received by the company no later than 21 June 2022 (see Item IV).
3. Shareholders’ right to information
Shareholders may exercise their right to information pursuant to Section
118 AktG in the virtual general meeting as follows:
A prerequisite for shareholders to exercise their right to information is
proof of entitlement to attend (Item IV of this Notice of Annual General
Meeting) and the issuance of a corresponding power of attorney to the
special proxy (Item II Para 2 and Item V of this Notice of Annual General
Meeting).
It is expressly pointed out that the right to information and the right to
speak during this virtual Annual General Meeting may be exercised by the
shareholders themselves by way of electronic mail exclusively by sending
their questions or a prepared speech by e-mail directly to the company
exclusively at the e-mail address Fragen.HV2022@strabag.com.
The shareholders are asked to send all question in advance in text form by
e-mail to Fragen.HV2022@strabag.com, if possible in such a way that they
are received by the company on the 3^rd workday before the Annual General
Meeting, which is 21 June 2022. This serves to maintain meeting efficiency
in the interest of all participants in the Annual General Meeting, in
particular for issues that require a longer preparation time.
This will enable the Management Board to prepare themselves as accurately
as possible and to respond quickly to the questions asked.
Please use the question form which is available on the company’s website
at www.strabag.com. If this question form is not used, the person
(name/company, date of birth/company register number of the shareholder)
must be named in the corresponding e-mail. In order to enable the company
to establish the identity and agreement with the deposit confirmation, we
ask you in this case to also state your deposit number in the e-mail.
Please note that reasonable time restrictions may be imposed by the
chairman during the Annual General Meeting.
If any doubts arise regarding the identity of a participant during the
conduct of the meeting, the company reserves the right to verify the
identity in an appropriate manner.
If a proxy exercises the right to information, proof of proxy
authorisation must also be provided in text form. Please note that the
special proxies cannot be authorised to exercise the right to information.
4. Rights during the Annual General Meeting
A shareholder may also send questions by e-mail to
Fragen.HV2022@strabag.com during the virtual general meeting (see above on
the shareholders’ right to information).
The questions received by the company from shareholders before or during
the Annual General Meeting are read out in the meeting in accordance with
Section 118 AktG by the Chairman or a person designated by him.
The Chairman of the Annual General Meeting will structure the course of
the meeting, in particular announcing during the meeting a certain point
in time until which questions may be asked.
Likewise, the shareholder may, up to the times specified by the Chairman
in the Annual General Meeting, give (or amend) instructions by e-mail to
the authorised special proxy, in particular instructions on casting votes,
making motions or raising objections. Please note that the special proxy
cannot exercise the right to ask questions on behalf of the shareholder.
For any instructions, please send a simple e-mail to the e-mail address of
your special proxy listed under Item 2 above. The e-mail must end with
your name (reproduction of signature in accordance with Section 13 Para 2
AktG). Please use the e-mail address indicated in the proxy authorisation
form to verify your identity and to ensure that it matches the proxy
authorisation issued, or name the person making the declaration by stating
the name/company and date of birth/company register number of the
shareholder if you use another e-mail address (see above for the relevant
requirements when exercising the shareholders’ right to information).
Please note that during the Annual General Meeting you can only
communicate with your special proxy by e-mail and not by phone.
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION
ON THE COMPANY WEBSITE
The following documents will be available from 3 June 2022 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 2021 financial year)
– draft resolutions from the Management Board concerning agenda items 2–6
– draft resolutions from the Supervisory Board concerning agenda items 2–6
– shareholder petition from Haselsteiner Familien-Privatstiftung in
accordance with Section 109 of the Austrian Stock Corporation Act (AktG)
– draft resolutions from Haselsteiner Familien-Privatstiftung including
explanatory statements
– declaration and CV of Mag. Erwin Hameseder (Section 87 Para 2 AktG)
– declaration and CV of Dr. Andreas Brandstetter (Section 87 Para 2 AktG)
– declaration and CV of Mag. Kerstin Gelbmann (Section 87 Para 2 AktG)
– declaration and CV of Mag. Gabriele Schallegger (Section 87 Para 2 AktG)
– statement from the Supervisory Board concerning agenda item 7
– report of the Management Board on agenda item 8
– statement from the Supervisory Board concerning agenda item 8
– remuneration report for the Management Board and Supervisory Board
– proxy authorisation form for the four independent special proxies named
by the company
– form for the revocation of proxy authorisation
– full text of this notice
– if necessary, additional and/or amended information on the
organisational and technical requirements for participation in the virtual
general meeting
IV. 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
virtual Annual General Meeting in accordance with COVID-19-GesG and
COVID-19-GesV is conditional on the shares held at the end of 14 June 2022
(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.
Please note that it is not possible for shareholders to come to the
location of the Annual General Meeting themselves and that they cannot
physically attend the meeting (virtual Annual General 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 21
June 2022 (midnight, CEST, 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 STRABAG SE
or courier: 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 14 June
2022 (midnight, CEST, 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 21 June 2022
exclusively at one of the following addresses:
by mail STRABAG SE
or courier: 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.
V. POSSIBILTY AND PROCEDURE FOR AUTHORISATION OF A PROXY REPRESENTATIVE
Shareholders who are entitled to participate in the virtual Annual General
Meeting in accordance with COVID-19-GesG and COVID-19-GesV, and who have
proven this in accordance with the stipulations contained within Item IV
of this notice, have the general right to authorise proxy representatives
to attend the meeting on their behalf who are vested with the same rights
as the shareholder being represented.
For the virtual general meeting on 24 June 2022, however, the special rule
applies that exclusively one of the special proxies named under Item II
above must be authorised to cast votes, propose resolutions or raise an
objection during the virtual general meeting.
Under Section 3 Para 4 COVID-19-GesV, it is not possible to authorise
persons other than the four special proxies to exercise these rights in
the virtual general meeting. It is permissible, however, to authorise
other persons to exercise other rights, in particular the right to
information.
If shareholders authorise persons to represent them other than one of the
four special proxies named by the company, such as the custodian bank, an
effective proxy chain (sub-proxy) must exist to ensure that one of the
four special proxies is authorised to exercise the right to vote, to
propose resolutions and to make an objection in the virtual general
meeting itself.
The proxy authorisation must be made in text form (Section 13 Para 2
AktG). 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 have the option to revoke their proxy authorisation. The
rules for proxy authorisation apply by analogy to its revocation. The
revocation does not take effect until it has been received by the company.
VI. 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 3 June 2022 (midnight, CEST, 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 Type
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 IV).
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 draft resolutions in text form 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 14 June 2022 (midnight,
CEST, 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.
For proposals regarding the election of a Supervisory Board member, the
explanatory statement takes the form of a candidate statement pursuant to
Section 87 Para 2 AktG.
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 IV). 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 § 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.
The right to information may be exercised in the virtual general meeting
in accordance with the modalities explained under Item II.
4. Motions by shareholders during the Annual General Meeting under Article
53 SE-VO in conjunction with 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. In the virtual general meeting on 24 June 2022,
shareholders can only submit motions through one of the special proxies
(see the explanations under Item II).
A shareholder proposal for candidates to the Supervisory Board requires
the timely presentation of a draft resolution in accordance with Section
110 AktG: Candidates for the Supervisory Board elections (Agenda Item 7)
may only be proposed by shareholders whose holdings represent a combined
total of at least 1 % of the share capital. Candidate proposals must be
received by the company no later than 14 June 2022 in the above-stated
manner and must be accompanied by a candidate statement pursuant to
Section 87 Para 2 AktG which includes a description of the candidate’s
professional qualifications, professional or comparable functions and any
circumstances that could give reason for concern in respect to potential
bias or conflict of interest.
If several motions are made to the same agenda item, Section 119 Para 3
AktG allows the Chairman 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.
VII. ADDITIONAL INFORMATION AND NOTICES
1. Information in accordance with Section 110 Para 2 Sentence 2 AktG in
connection with Section 86 Para 7 and Para 9 AktG
Please note that the company is not subject to the scope pursuant to
Section 86 Para 7 AktG and that therefore the minimum proportion
requirement pursuant to Section 86 Para 7 AktG need not be taken into
account. Consequently, the provision pursuant to Section 86 Para 9 AktG is
also not applicable. A statement as to whether an objection pursuant to
Section 86 Para 9 AktG has been declared is therefore not required.
2. 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 € 102,600,000.00 and was divided into 102,600,000
no-par shares. Each share qualifies for one vote. The company does not
hold any own shares at the time of giving notice of the Annual General
Meeting. The total number of voting rights at the time of notice of the
Annual General Meeting therefore amounts to 102,600,000.
3. 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. Legal basis for the
processing is Article 6 (1) c) of the General Data Protection Regulation.
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, through authorisation of one of the special proxies,
participates in the virtual general meeting, all attending shareholders or
their representatives, the members of the Management and Supervisory
Boards, the notary, and all other persons with a legal right to
participate can look into or request to look into the legally mandated
attendance list (Section 117 AktG) and so see the personal data stated
therein (e.g. name, place of residence, interests held). Please note that
shareholders can only view the list of participants in the virtual general
meeting through the special proxy who is authorised to do so. 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 2022
The Management Board
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27.05.2022
══════════════════════════════════════════════════════════════════════════
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
1362565 27.05.2022
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