EANS-General Meeting: STRABAG SE / Resolutions of the General Meeting

21.09.2020, 6955 Zeichen

General meeting information transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.
21.09.2020
STRABAG SE Villach AMENDED DIVIDEND ANNOUNCEMENT regarding the dividend for the 2017 financial year ISIN: AT000000STR1
1. Original dividend announcement The 14th Annual General Meeting of STRABAG SE held on 15 June 2018 voted to pay out a dividend of EUR 1.30 per share for the 2017 financial year. The dividend announcement regarding the dividend for the 2017 financial year was published the same day.
According to the dividend announcement of 15 June 2018, payment of the dividend for the 2017 financial year would not be made via OeKB CSD GmbH but by way of a settlement arrangement between STRABAG SE, register number FN 88983 h, Triglavstraße 9, 9500 Villach ("STRABAG") and the shareholders, with the support of Raiffeisen Centrobank AG, register number FN 117507 f, Tegetthoffstraße 1, 1010 Vienna ("RCB"), essentially as follows:
On 26 June 2018, a "value right" (Wertrecht) with ISIN AT0000A21MA6 was registered for each bearer share with the respective shareholder's custodian bank.\nEach value right documents entitlement to the dividend of EUR 1.30 per share for the 2017 financial year as determined by STRABAG. Dividends are paid out interest-free.\nThe value right confers the right to receive the dividend beginning with 26 June 2018 against reciprocal and simultaneous transfer of the value right to RCB.\nMEZHDUNARODNAYA KOMPANIYA AKTSIONERNOE OBSHCHESTVO "RASPERIA TRADING LIMITED" [International Joint Stock Company "Rasperia Trading Limited"], register number OGRN 1193926007153, Russian Federation, (previously Rasperia Trading Limited, register number HE 187571, Cyprus; "Rasperia") (or its legal successor(s)) must prove that it/they is/are not at least 50 percent owned and/or controlled by one or more Specially Designated Nationals (SDNs).\nThe custodian banks of all other value right holders must in turn present confirmation indicating that the respective value rights were not held by Rasperia either on 26 June 2018 or on the date of redemption.\nThe reason for this method of payment was that in April 2018 the United States Department of the Treasury, through its competent authority, the Office of Foreign Assets Control, had listed Mr. Oleg Deripaska as a so-called Specially Designated National (SDN) and imposed economic sanctions on him, so that STRABAG had to assume that its shareholder Rasperia was also to be classified as an SDN.
2. Background for the change in the dividend announcement On 14 September 2020, Rasperia informed STRABAG and presented proof that no SDN holds a 50 % or greater interest in it and that it is therefore no longer viewed as a so-called blocked entity under the US sanctions regime.
This means that the dividend for the 2017 financial year could now also be paid out to Rasperia.
As Rasperia is no longer considered a blocked entity, it is no longer necessary for the custodian banks of the other value right holders to confirm, when paying out the 2017 dividend, that the value rights were not held by Rasperia either on 26 June 2018 or on the date of redemption. The specific provisions for the simplified redemption of the dividend for the 2017 financial year are described in item 3 below:
3. Amended dividend payment provisions RCB remains the designated paying agent ("paying agent"). The paying agent acts exclusively as the agent of STRABAG and accepts no obligations whatsoever towards the holders of STRABAG value rights. No contractual or fiduciary relationship is established between the paying agent and the holders of these value rights.
The paying agent will pay the dividend against reciprocal and simultaneous transfer of the value rights to the custodian bank of the holder of this value right.
Payment of the dividend will be made less 27.5 % capital gains tax to the extent that no tax exemption from the obligation to withhold capital gains tax applies and is invoked.
The dividend will be paid out by the paying agent on the condition that STRABAG has provided the paying agent with the necessary amounts for the payment of the dividend in good time and in full.
With immediate effect, when submitting the value rights, no confirmation is required from the custodian banks of the non-Rasperia value rights holders indicating that the value rights were not held by Rasperia either on 26 June 2018 or on the date of redemption. The form for the redemption of value rights (15 June 2018) available at www.strabag.com http://www.strabag.com/ is no longer required for the redemption of the dividend for the 2017 financial year.
4. Submission period The value rights may continue to be submitted to the paying agent until 28 June 2021, 5:00 p.m. Vienna time. Dividends not claimed within the aforementioned time will lapse to the company's favour.
5. Reimbursement of expenses At the request of the custodian banks, the costs of processing the dividend payment by means of value rights will be reimbursed by STRABAG in the amount of EUR 8 per custody account.
6. Applicable law, place of jurisdiction The rights and duties of the value right holders and of STRABAG are subject to Austrian law, with the exclusion of the referring statutes of Austrian international private law. The place of performance is Vienna, Austria.
For all legal disputes in connection with these processing conditions, exclusive jurisdiction shall rest with the competent court in commercial matters in Vienna, to the extent permitted by mandatory law and/or unless any other mandatory place of jurisdiction applies (cf. in particular Section 83a of the Austrian Jurisdiction Act [JN]).
For legal action brought by a consumer against STRABAG, exclusive jurisdiction shall rest, according to the consumer's choice, with either the local court competent for the matter at the consumer's place of residence or the court at the place where the registered office of STRABAG is situated or any other court which has competence under statutory provisions, to the extent permitted by mandatory law and/or unless any other mandatory place of jurisdiction applies (cf. in particular Section 83a of the Austrian Jurisdiction Act [JN]).
Villach, September 2020 The Management Board
end of announcement euro adhoc
Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/documents/2246/12/10559063/1/S...
issuer: STRABAG SE Donau-City-Straße 9 A-1220 Wien phone: +43 1 22422 -0 FAX: +43 1 22422 - 1177 mail: investor.relations@strabag.com WWW: www.strabag.com ISIN: AT000000STR1, AT0000A05HY9 indexes: WBI, SATX, ATX stockmarkets: Wien language: English
Digital press kit: http://www.ots.at/pressemappe/4106/aom

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