Strabag SE ($STR)

Ladies and gentlemen, in my capacity as Chair of the Supervisory Board, I take the chair in accordance with Section 1161 of the Austrian Stock Corporation. I opened today's the 22nd Annual General Meeting of [indiscernible]. And I welcome the shareholders of our company and their representatives. Members of the Supervisory Board, with the exception of Mr. [indiscernible], who are excused Members of the management board orders representative of the auditor, PVC [indiscernible] was appointed as a further member of the management board for the first time with effect from 11th of August 25 and is therefore attending a general meeting of the company as a member of the Management Board for the first time. He will introduce himself to you as part of the Management Board's report on the first item on the agenda. We have once again offered our shareholders the option of proxy voting. Shareholders may have dating rights exercise that today's AGM by an independent representative of the Investors Association, IVA. In this context, I'd like to welcome Dr. [indiscernible]. I would ask the notary at begin at Rite to notarize the resolutions of today's Annual General Meeting to supervise the computer-assisted counting of votes and to draw up the minutes in accordance with Section 120 of the Austrian Stock Corporation Act. To facilitate the notaries recording of the minutes, an audio recording will be made during the annual general leaching. I note that the note is convening today's Annual General Meeting was punished in due time on the Federal Government Electronic Application and information platform on 13 May 26 in compliance with the provisions of Section 106 option. Furthermore, in accordance with Section 107 Para 3 of the Stock Corporation Act the electronic European distribution was carried out by EQS on 13th of May '26, and pursue into Section 18 Para 2 of the Stock Exchange Act. The notice of meeting was simultaneously transmitted in machinery to perform directly to the shareholders via the internal share Documents required to be disclosed pursuant to Section 108 Para 3 and 4 of stores were made available on the company's website on 13th of May '26. And the notice convening the meeting, shareholders were informed of their rights under Sections 109, 110, 118 and 119 of the Stock Corporation Act namely the right to add items to the agenda to submit proposals for resolutions to request information and to make motions. I note that in accordance with the aforementioned statutory provisions, no motions to amend the agenda due proposals for resolutions from shareholders were received Consequently, there was no need to further amend the agenda. No proposals for resolutions from shareholders were required to be published on the company's website. Consequently, only the agenda items announced in the notice of meeting the deserts of May 26 may be dealt with at today's AGM. The list of attendees will be finalized before the first vote will be signed by me and the attendance figures will be announced to you. a few words on the orderly conduct of the as in previous years, we would like to ensure that this AGM runs efficiently. We will therefore present the reports and proposed resolutions for all agenda items on block. We will then address the speak on all agenda items. Once all questions have been answered, the motions will be put to the shareholders wish to speak. I would ask you to complete the request to speak for which you find at the request to speak the desk and to hand it to a number of staff request to speak, tesa's earliest I invite you to opening remarks, management was important on agenda item 1 and the reports proposed resolutions of the Management Board and Supervisory Board on agenda items 2 to will be broadcast online. You can access the live less cost with the deal and audio on the company's website at www.tap Annual General Meeting will be held in Jan. There will be no audio broadcast of the AGM to the 4. You can therefore only follow the entire proceedings of the AGM here in the whole I would ask you to switch off your mobile phones or set them to silent mode. For reasons of privacy protection, our and video recordings are not permitted during the AGM. This also applies to members of the press who are admitted to the AGM as guests. I would ask you, ladies and gentlemen, for your understanding regarding any inconvenience caused by the security checks being cap -- the company and I as Chair and Supervisory Board have ordered these measures in the exercise of our rights to manage the premises in order to ensure that the AGM proceeds safely and without disruption. The buffet will be opened after the AGM has concluded. The agenda published in the notice of meeting or proposed resolutions of the Management Supervisory Board, the Articles of Association. The proposed amendments highlighted the remuneration report for the '25 financial year the proposed remuneration policy for the members of the Management Board and Supervisory Board as well as the annual financial statements submitted to today's AGM a viable for inspection in the whole of the information desk. I hereby direct that the items be dealt with in the order of the agenda. Before we proceed to the agenda, I would like to note that MTO is period Trading Limited has not submitted a shareholding certificate for today's AGM and has not registered to attend. And consequently, Kasper trading limit has not been included in the list of participants and is not entitled to attend today's AGM. This renders it unnecessary at this stage to address the question of the legal consequences of the freezing of shares under sanctions or the effects of U.S. sanctions. I would ask the Natrium is steel registered to record this in the minutes. We shall now proceed to the agenda. Regarding the first item on the agenda presentation of the financial statements, including the management report and consolidated corporate governance report, the consolidated financial statements, including the group management report of the consolidated report and payments to government agencies of the proposal for the appropriation of the balance sheet profit and of the Supervisory Board report for the '25 financial year. The forementioned documents have been available on the company's website in accordance with Section 108 Para 3 and 4 of the Austrian Stock Corporation app. In the 25 financial year, the Supervisory Board duly fulfilled the responsibilities post upon it by law, the Articles of Association, the Austrian corporate government and the rules of procedure. It fulfilled its supervisory duties primarily at the Supervisory Board and Committee meetings. However, the exchange of information between the Management Board and the Supervisory Board also to place outside of Supervisory Board and committee meetings in '25. At Supervisory Board meetings, the management board regularly and comprehensively informed the Supervisory Board about the market situation, business performance and the position of the company and the group. Open discussions at every meeting has encouraged the detailed extent information and views. As a result, the Supervisory Board has constantly kept the breast of Strabag's strategic direction earnings and financial position, the staffing situation, investment and project development plans and major projects, and it had a comprehensive overview of business performance. Supervisory Board monitored and scrutinized corporate planning and its underlying principles and also analyzed unplanned developments together with the Management Board. Furthermore, Supervisory Board examined in detail the group and sustainability strategy of the Management Board. The Superior Board held 5 meetings during the '25 financial year I advised the management audit its management role reviewed and monitored its management activities and dealt with matters requiring its approval. I would also refer you to the Supervisory Board's report, which is included in the annual and which sets out in particular, the main areas of focus of the 5 Supervisory Board meetings. The Audit Committee held 3 meetings in '25. In accordance with Rule 18 of the Austrian Code of Corporate Governance, the internal audit department reported to the Audit Committee on the audit plan and the key findings. The Audit Committee also monitored the accounting processes, including consolidated financial reporting and the audit of the financial statements. It was able to satisfy itself as to the effectiveness of the internal control system, the risk management system and the audit system. The Audit Committee also reviewed and monitored the independence of the auditor and group auditor particularly with regard to additional services provided to the audited company. [indiscernible] Vienna. What it did the annual financial statements and the management report for the financial year '25 as well as the consolidated financial statements and the consolidated management report of probes for the financial year '25. PVC for the NBH issued an unqualified audit opinion in each case. The consolidated corporate governance report was reviewed by Christine Tyler in Vienna as an external party, and this renew give no cause for objection. The Audit Committee and the Supervisory Board have taken note of this Supervisory Board reviewed all documents as well as the Audit Committee's report. At its meeting on 21st of April '26, it declared its approval of the '25 annual financial statements and the 2025 consolidated financial statements approved the '25 annual financial statements and thereby adopted them. At the meeting on 21st of April '26, the consolidated pool on payments to government authorities pursuant to Section 267C of the Austrian Commercial Code in conjunction with Section 243 commercial code as well as the consolidated nonfinancial statement pursuant to Section 267a national code. We're also presented. These were reviewed by the Supervisory Board and noted without objection. These documents have also been made available on the company's website. I would now like to ask the member of the Management Board pointer Laplace to briefly introduce himself to those present, tether ask the Chairman of the Management Board, Mr. Stefan Katoen to begin with the management's report on the '25 financial year.

Thank you very much, shareholders. I'd like to use the occasion to briefly introduce myself I was born in Hungary, I studied construction, engineering, and then I worked for the Hungarian role administration. Before in 2003, I became a technical head of concessions at Strabag. Most recently, I've been responsible as division manager for the regions South East and East. I think the great strength of Strabag is to work on the basis of local know-how with local people. Thank you very much.

Dear shareholders, ladies and gentlemen, on behalf of the entire Management Board, I warmly welcome you to our 22nd Annual General Meeting. Here in Vienna at our headquarters and via the live stream. First of all, let's take a look at our 2025 figures. Then I will present the growth markets of our strategy 2030. To illustrate the strategy, I will show you a few specific projects. And to conclude, I will present some key figures regarding the Strabag share and provide an outlook for 2026. 2025 was an emotional challenging year for Strabag and for all of us following the unexpected passing away of my predecessor, claimant Haselsteiner. The entire Strabag family has grown even closer together. And it is precisely this solidarity that makes all the difference. And at the same time, 2025 was the most economically successful year in the company's history. What does this economic success look like in concrete terms. In 2025, we generated a construction output of more than EUR 20 billion for the first time and increased by 6%. We're proud of this growth as the environment for the construction industry was quite challenging in some of countries. There are some examples. In Germany, the budget was not adopted until late in the year, causing regional road construction projects to be postponed in Austria residential construction is still subdued and the budget deficit also has a negative impact infrastructure projects at regional and municipal levels. This makes our growth all the more significant. We're broadly diversified to offset such fluctuations. Our order backlog also reached more than EUR 30 billion. plus 24%, a new record high. This has secured a solid capacity utilization through 2028 and allows us to be even more flexible in our project selection. Our EBIT margin was very high at 6.7%. Mild weather in Germany at the end of the year and the successful implementation of our major international project had a positive impact. Equity and our net cash position remains at a very high level even compared to the open construction companies. This gives us stability and flexibility, especially in the implementation of our strategy 2030. We would like to share this success with you and our propose a dividend of EUR 29 per share today's AGM, an increase by 16%. For sake of completeness, a brief comment on the dividend payment terms. To shareholder [indiscernible] Rasperia Trading Limited which is subject to sanctions by the European Union and the USA. There will be no a payment to ensure compliance, the company clients to distribute the dividend as in the past via book entry securities. You will find the take on details in our dividend announcement on the website. However, the company reserves the right again to change the dividend payment terms. And we will notify you accordingly.

If you want to speak, we will call you when the time comes. I would ask you not to disrupt our AGM. Once again, I would ask you not to disrupt our AGM. The management board would like to continue with the report. Once again, you are disrupting our AGM. I will therefore have you accompanied out of the room. If you want to deposit your votes, I allow you to give someone a proxy to exercise your right to vote. I apologize to the other shareholders for this disruption. I apologize to the other shareholders for this disruption. Mr. Kato will is going to continue with his report.

Results just presented at due to the consistent implementation of our strategy 2030. This is part of this strategy means for our growth markets. We focus on 4 specific areas. First, mobility infrastructure; second, energy and water infrastructure; third, high-tech buildings; and fourth, the decarbonization of buildings. We also call them the 4 wins investing in 4 growth markets with a single stock. These markets have 1 thing in common. They've built on our strengths. Align was the most important megatrends of our time and are supported by extensive public and private investments. This creates sustainable growth also for the years to come. I'd now like to take a brief look at specific projects, driving these growth markets. It's important to emphasize that with our projects, we are creating real value, value that endures and offers added values for generations to come. In mobility infrastructure after 2 years of planning, we have 1 of the most important investment structure projects in Germany, the Taste tunnel. The airport will be connected to the long-distance rail network. The tunnel is 11 kilometers long, a key component for a more frequent and reliable schedule. The project is being implemented using an integrated project approach, they called IPA model, in which Strabag was already involved in the planning phase. Another highlight for me was the lateral shifting of the insto viaduct, which I was able to witness in person on-site the first time. We succeeded in moving a 4,000 tonne rip nearly 500-meter long, including peers and foundations, almost meters into its final position. At the center of the image, you can see a stab container. In this container, there's our colleague, Jorgen Gunze controlling the natural shift a remarkable achievement. We expect the project increasingly impressively general strains the innovative strength and engineering expertise of our teams take a moment to watch the bridge being shifted. You can see the peers and the foundations being shifted in steps of 1.5 meters over a total of 20 meters to move the bridge into its final position. Thank you very much. I will convey your approach to the team. In energy infrastructure, we are driving the energy transition forward was certainly pursue Ostland are laying the foundation for a climate neutral energy supply. The new power lines make it possible to transport green electricity from Northern to Southern Germany. Our teams are building hundreds of kilometers of power lines relying on modern methods that minimize the impact on nature. In the U.K., we have secured our largest project to date, had a PPP project worth approximately EUR 3 billion in water infrastructure. We are renovating kilometers of tunnels along 110-kilometer portable water pipeline, securing water supply for 2.5 million people in and around Meester, in general, the need to modernize water infrastructure is enormous. Around 25% of drinking water is lost in Europe through leaps. In the high-tech sector in 2025 was also secured a flagship projects. In Heilborn, we are building the first phase of an AI compass that is unique in Europe. Another highlight is the construction of state-of-the-art semiconductor factories. I have the opportunity to visit project last year and found them truly impressive in speed and absolute position is what matters. That is exactly what we can do. And I'm convinced that are crucial for Europe's technological sofvereignteam. And finally, business in building decarbonization is also growing. For example, of the PVA headquarters not far from Marin Vienna or the Jakobs in-house. In Hamburg. We demonstrate how existing buildings can be made sustainable and the future. We provide everything from a single source from structural to energy-efficient building retrofitting and if required, we also take over building operation. What does the market environment for Strabag look like in the infrastructure sector. remains our core business, we generally see positive developments. In Germany, the need for modernization remains high. As we emphasized last year, we continue to expect that the first effect of the special fund, it will become noticeable by the end of the year. At the same time, we're already seeing positive development alternative contract models. As in the case of the Taste tunnel, are being used more and more awards such models. We, as a construction company are involved in the planning phase in an early stage. The investment volume for 2026, around EUR 35 billion for roads, railways and waterways is also above the level of previous years. In our core Eastern European markets, demand is developing well, particularly in Poland and the Czech Republic, rail and road construction projects remain at a high level. Defense and energy infrastructure are increasingly important. In April, Hungary took a landmark decision in favor of a strong Europe. Now that the first Frozen EU funds have been released, we expect new opportunities for infrastructure projects in the country. In the U.K., the need for modern water infrastructure remains high, and demand in Australia is also developing very positively, not least in the run-up to the 2030 to limes in Brisbane. In Chile, we secured new mining contracts worth around EUR 800 million. Billing construction continues to present a mixed picture. Healthcare and industrial construction are performing well, especially in the high-tech sector. from hospitals and laboratories to semiconductor factories and data centers. We are seeing a very solid demand. In residential construction, however, growth remains subdued, even though there is a high need for affordable housing. We are striving to offer solutions for Germany and Austria, we've developed residential construction projects in which components are industrially prefabricated. This is done in our own preapplication plant here in Gastonia, with 70 years of mission system experience or in Asia in Bulgaria. Serial construction saves time and costs and is sustainable. This enables us to build housing and construction costs starting at EUR 1,950 per square meter and reduced CO2 emissions by 15%. An overview of recent major acquisition. In the first quarter of 2025...

Would you please please not disrupt the AGM. Again, would you please not disrupt the AGM. If you want to take the floor. You can fill in a request to speak. Once you've done so, I will call you when the time comes during the general debate. I apologize to the other shareholders for this disruption and ask Mr. [indiscernible] will to continue.

An overview of major acquisitions in the first quarter, we closed the acquisition of the Georgia Group in Australia and can already report a positive development. We have set up our stake in joint ventures and are strategically providing Strabag expertise in Australia. Just recently, we secured railway contracts in Australia worth around EUR 0.5 billion. We've also closed the acquisition of the WTE Group thereby becoming a full-service provider for water infrastructure with approximately 550 engineers, will contribute around EUR 300 million in annual construction output. In the U.K., we're also driving group forward according to plan. We're currently working on the acquisition of a a leading specialist civil engineering company. We expect to close the transaction in June. This marks an impacting step towards expanding our medium-scale construction business. We are particularly happy to welcome around 600 highly qualified colleagues to the Strabag family. Sustainability remains a top priority for us. At Strabag, we think, long term and consistently integrate sustainability into our decision-making. We're convinced that successful business and sustainable action go hand in hand. That is why we are further developing our business models in a targeted fashion, for example, in the circular economy and the energy sector, thus creating growth securing jobs and securing -- ensuring a livable future for coming generations. We're working intensively on decarbonation of our operations. In 2025, we were able to reduce our CO2 emissions by about 12% relative to output. An important milestone was that SBTI confirmed the climate targets through 2030. We want to reduce our CO2 image by 42%. This reduction is represented by the green line in the diagram. The key levers for the reduction are also shown here. we're already well on our way to transitioning our vehicle fleet to renewable energy sources. Also, smaller construction machinery can be electrified for large machines and asphalt mixing plants, cost-effective solutions are still lacking. In line with our work on progress mission, we are collaborating with leading manufacturers on pilot projects and new technologies.

I would ask him not to disrupt our AGM. I explained several times how we conduct our AGM. I will, therefore, have you accompanied out of the room. I apologize, and I think we can now continue. Mr. Krato.

ESG criteria starting in 2027 will be incorporated into the Management Board's remodelation policy alignment strategy 2030. Finally, a look at the capital market, the performance of the Straber is impressive. The share price more than doubled, rising by 105% and closed the year at EUR 81. The upward trend has continued this year with an impressive plus of 11% so far this year. Compared to the previous year, our free float has also nearly doubled to 20%. Our core shareholders the Haselsteiner family as well as Unica and Drives Group have made this increase possible thereby supporting the trading liquidity of our share against the backdrop. Strabag was upgraded to the ATX Austria's leading index in September 2025 and is now among the 20 largest and most liquid stocks on Marine stock exchange. The situation regarding risk area is unchanged, is bare itself, continues to be subject to sanctions by several countries, particularly the EU and the U.S. This means that the Strabag shares held by Rasperia remain frozen. In other words, as recently confirmed by the European Court of Justice has sanctioned shareholders are just reserves, and I'm allowed to attend the AGM nor to vote there. What are our goals for the current year? We expect 2026 to be another successful year. Specifically, we anticipate an 8% increase in construction output to approximately EUR 22 billion, and we expect an EBIT margin in the range of 5% to 5.5%. This makes us 1 of the most financially successful construction groups in Europe. At this point in time, I take the opportunity to thank our 89,000 colleagues for their outstanding performance last year. Without them, these successes would not have been possible. We will continue to work consistently on solutions to the most important issues of our time from infrastructure modernization and the energy transition to affordable housing. I'm convinced that Strabag is very well positioned for the future. Our dedicated employees, our financial strength and our clear strategic focus will continue to form the basis for sustainable growth in the years ahead. Shareholders, we would like to thank you for your trust and confidence. Let us build the future together. Thank you very much.

I would like to thank Mr. Krato for his report. But Nolato give the floor to Mr. Christian Harder and ask him to present the report to the AGM in accordance with Section 65 Para 3 of the Austrian Stock Corporation Act regarding treasury shares.

Shareholders, I would like to report on treasury shares as follows: Strabag SE currently holds 2,557,304 treasury shares corresponding to a share of approximately 2.7% of the total number of issued Stroback shares of EUR 118 million with a proportionate amount of the share capital of EUR 1 per share. The number of shares, therefore, so corresponds to the proportionate amount of the share capital for these shares. The number of treasury shares has decreased by 221,982 compared with the report last year on the basis of the authorization granted by the company's AGM and with the approval of the Supervisory Board, the Executive -- the Management Board has resolved to cancel EUR 221,982 of the company's treasury shares, corresponding to a proportionate amount of the share capital of EUR 221 million and have taken the necessary steps to effect the cancellation.. In total, the company has, therefore, currently issued 118 million shares. Strabag is not entitled to any rights arising from the treasury shares held by the company, all of which are now also held directly. As today, there are, therefore, EUR 115,442,696 shares of the company carrying voting and dividend rights.

Thank you, Mr. Harder for this report. On my own behalf and on behalf of the members of the Supervisory Board, I would like to thank the Management Board to all employees of the Strabag Group for their excellent performance and great commitment during the 2025 financial year. Furthermore, the Supervisory Board would also like to thank the shareholders for the trust they have placed in us. I will now present the proposed resolutions on all items on the agenda. Second item on the agenda resolution concerning the appropriation of the balance sheet profit annual financial statements for the 2025 financial year show a net profit of EUR 342,843,747.80. The Management Board and Supervisory Board proposed to the AGM a dividend of EUR 2.90 per dividend-bearing shares for the '25 financial plan. The remaining balance is to be carried forward to new account. The dividend payment date is the 23rd of June '26. The ex dividend date is 17th of June '26. Reference should also be made to the technical details of the dividend payment as explained by Mr. Krato in his speech. These will also be explained in detail in the dividend announcement to be published following this AGM. Item 3, resolution concerning the approval of the actions of the members of the management board for the '25 financial year. The Management Board and Supervisory Board propose to approve the actions of the members of the Management Board who held this position during the '25 financial year. Item 4 on the agenda. Resolution on the approval of the actions of the members of the Supervisory Board for the financial year '25. The Management Board and Supervisory Board propose to approve the actions of members of the Supervisory Board who held the position during the '25 financial year. Item 5, appointment of the auditor for the single entity and consolidated financial statements and for the consolidated sustainability report for the financial year '26. The Supervisory Board proposes the appointment of PVC [indiscernible] to serve as auditor for the single entity and consolidated financial statements as auditor of the consolidated sustainability reporting of Strabag for the financial year Item 6 on the agenda. Resolution on the remuneration report for the Management Board and Supervisory Board for the '25 financial year. The Management Board and Supervisory Board propose the adoption of the remuneration report as made available on the company's website in preparation for the detailing the remuneration granted or to current and former members of the Management Board and Supervisory Board for the '25 financial year. It was available on the website, www.stabak.com. Item 7, resolution concerning the remuneration policy proposed resolutions. The Supervisory Board proposes the adoption of the remuneration policy, defining the principles of remuneration for the members of the Management Board has made available on the company's website, www.strabag.com in preparation for this AGM. The Supervisory Board further propose the adoption of the remuneration policy, defining the principle of remuneration for the members of the Supervisory Board as made available on the company's website in preparation for the AGM rationale, the current remuneration policy for the Management Board and the current remuneration policy for the Supervisory Board be amended must therefore be submitted to the AGM for a vote. Item 8, resolution concerning amendments to the Articles of Association amendment to Section 4 share capital and share Section 9, Supervisory Board members Section 12, Supervisory Board, quorum resolutions. Section 13, Supervisory Board duties Section 15, Supervisory Board Committees, Section 17 General meeting attendance, Section 18, General Meeting, voting rights Resolution of Section 20, General Meeting and scope of action on financial times, dividend of the articles of association. The Management Board and the Supervisory Board proposed adoption of the amendments to the Articles of Association in accordance with the text of -- text which has been available to the shareholders in accordance with Section 108 Para 4 of the Stock Corporation Act in preparation for the AGM on the company's website. The proposed amendments to the Articles of Association are set out in highlighted the version therein. As mentioned at the outset, this text of the Articles of Association showing the proposed amendment is also available in writing today. As for the justification, I refer to the proposed resolutions on this agenda item, which have been made available on the company's website. This concludes the presentation of the reports and motions on all agenda items. We will now also end the live webcast.