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16.05.2012 – 12:04

STRABAG SE

EANS-General Meeting: STRABAG SE
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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STRABAG SE
Villach, FN 88983 h
ISIN AT000000STR1

Invitation

We hereby invite our shareholders to the

8th Annual General Meeting of STRABAG SE

on Friday, 15 June 2012, at 10:00 a.m.,
at Austria Center Vienna, Hall E, Bruno-Kreisky-Platz 1, 1220 Vienna.

Agenda


1.      Presentation of the annual financial statements, including the
management report and corporate governance report; of the consolidated financial
statements, including the group management report; and of the supervisory report
for the 2011 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 2011 financial year

4.      Resolution concerning the approval of the actions of the members of the
supervisory board for the 2011 financial year

5.      Selection of auditor and group financial auditor for the 2012 financial
year

6.      Resolution concerning the further authorisation of the management board
to ac-quire own shares in accordance with Section 65 Paragraph 1 No. 8 as well
as Paragraphs 1a and 1b of the Austrian Stock Corporation Act (AktG), on the
stock mar-ket or over the counter, to the extent of up to 10 % of the share
capital, with simultaneous authorisation of the management board, in accordance
with Section 65 Paragraph 1b of the Austrian Stock Corporation Act (AktG), to
sell or assign own shares in a manner other than on the stock market or through
a public tender
 

7.      Resolution concerning the authorisation of the management board to issue
financial instruments within the meaning of Section 174 of the Austrian Stock
Corporation Act (AktG), in particular convertible bonds, income bonds, profit
participation rights, which may also confer subscription and/or exchange rights
for the acquisition of shares of the company

8.      Resolution concerning the conditional increase of the share capital of
the company pursuant to Section 159 Paragraph 2 No. 1 of the Austrian Stock
Corporation Act (AktG) on the issue to creditors of financial instruments
[Conditional Capital 2012]


9.      Resolution concerning the changes to the Articles of Association in
Sections 4 "Capital Stock and Shares" and 17 "Shareholders' Meeting -
Attendance", changes with regard to the Conditional Capital 2012 in accordance
with Section 159 Paragraph 2 No. 1 of the Austrian Stock Corporation Act (AktG)
and adaptations to the changed legal framework (Company Law Amendment Act 2011
changing AktG and the SE law)

DOCUMENTS FOR THE ANNUAL GENERAL MEETING

The following documents will be available from 25 May 2012 on the company
website at www.strabag.com as well as at the Annual General Meeting:


-       annual financial statements and management report
-       corporate governance report
-       consolidated financial statements and group management report
-       proposal for the appropriation of net income
-       supervisory board report
all of the above for the 2011 financial year
-       draft resolutions concerning agenda items 2-9
-       Articles of Association with the proposed changes highlighted
-       report by the management board concerning agenda item 6 - acquisition of
own shares 2012
-       report by the management board concerning agenda item 7 - financial
instru-ments within the meaning of Section 174 of the Austrian Stock Corporation
Act (AktG)
-       report by the management board concerning agenda item 8 - Conditional
Capital 2012
-       proxy authorisation form 
-       form for the revocation of proxy authorisation
-       full text of this convocation to the Annual General Meeting
 


NOTICE REGARDING THE RIGHTS OF SHAREHOLDERS UNDER SEC-TIONS 109, 110, 118 AND
119 OF THE AUSTRIAN STOCK CORPORATION ACT (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 no later than 25 May 2012 at its address
Donau-City-Straße 9, 1220 Wien, for the attention of Mag. Diana Klein, CFA,
Investor Relations. For holders of deposited bearer shares, proof of shareholder
status as the basis for exercising this shareholder right may be accomplished by
presenting deposit confirmation in accordance with Section 10a of the Austrian
Stock Corporation Act (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 right to
participate.

Shareholders whose holdings represent a combined total of 1 % of the share
capital may submit draft resolutions in writing for each agenda item, to be
accompanied by a statement stating the reason for such the proposal, and may
request the draft resolutions and explanatory statements to be posted on the
company's website. Such requests must be received in writing by the company no
later than 5 June 2012 by fax to +43 (1) 22 422 - 1177, by mail to
Donau-City-Straße 9, 1220 Wien, for the attention of Mag. Diana Klein, CFA,
Investor Relations or by e-mail to inves-tor.relations@strabag.com with the
petition to be attached to the e-mail in writing, e.g. as a PDF file. For
holders of deposited bearer shares, proof of shareholder status as the basis for
exercising this shareholder right may be accomplished by presenting deposit
confirmation in accordance with Section 10a of the Austrian Stock Corporation
Act (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 con-firmation, reference is made to the detailed information
on the right to participate.

For holders of registered shares, entry in the shareholder register is
sufficient and no special proof of shareholder status by the shareholder is
required.

All shareholders have the right to request information on company matters at the
An-nual General Meeting, provided that such information is necessary for the
proper assessment of agenda items.
 

Every shareholder is further entitled to bring forward motions in respect to
each item on the agenda at the Annual General Meeting with no prior notice
necessary.

Further information concerning these shareholders' rights under Sections 109,
110, 118 and 119 of the Austrian Stock Corporation Act (AktG) are available on
the company's website www.strabag.com.

RECORD DATE AND 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 Annual
General Meeting is conditional, for holders of bearer shares, on the shares held
and, for holders of registered shares, on entry in the shareholder register at
the end of 5 June 2012 (record date).

Participation in the Annual General Meeting 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 register to attend the meeting.

Deposited bearer shares

For holders of deposited bearer shares, deposit confirmation pursuant to Section
10a of the Austrian Stock Corporation Act (AktG) shall represent sufficient
proof of shareholdings on the record date, provided such confirmation is
received by the company no later than 12 June 2012 exclusively at one of the
following addresses:

By mail Oesterreichische Kontrollbank AG
or courier      Abteilung KMS / HV Operation Center 2
        Strauchgasse 1-3 / 1. Stock
        1010 Wien

as proxy representative of STRABAG SE or

By fax: +43 (1) 928 90 61

By e-mail:   hv.anmeldung-2@oekb.at, with the deposit confirmation to be
at-tached to the e-mail in writing, e.g. as a PDF file
[questions from Austrian and foreign banks on how to issue and send deposit
confirma-tion may be directed to a representative of the OeKB:
by telephone +43 (1) 531 27/2051 or
by e-mail: hv.anmeldung-2@oekb.at]

STRABAG SE is not accepting depot confirmations or declarations pursuant to
Sec-tion 114 Paragraph 1 fourth sentence of the Austrian Stock Corporation Act
(AktG) via an internationally distributed, specially secured communication
network of the credit institutions (SWIFT), as other electronic means of
communication (fax and e-mail) are available instead. STRABAG SE had offered
SWIFT as an electronic means of communication before the last two Annual General
Meetings without the custodian banks making any noteworthy use of this service. 

Deposit confirmation pursuant to Section 10a of the Austrian Stock Corporation
Act (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: name/company and address or code commonly
used in business transactions between banks
-       Information on the shareholder: name/company, address, date of birth
(natural persons), register and register number (legal persons)
-       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 shareholder status for participation in the
Annual General Meeting must refer to the above-mentioned record date of 5 June
2012.

Deposit confirmation 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 writing no later than 12 June 2012 exclusively at one of the
following addresses.
 


By mail Oesterreichische Kontrollbank AG
        Abteilung KMS / HV Operation Center 2
        Strauchgasse 1-3 / 1. Stock
        1010 Wien


as proxy representative of STRABAG SE or

By fax: +43 (1) 928 90 61

By e-mail:   hv.anmeldung-2@oekb.at, with the registration attached 
        to the e-mail in writing, e.g. as a PDF file

Registrations will be accepted in German or English.

Registration to attend the Annual General Meeting or submission of deposit
confirmation in no way blocks shareholder actions with regard to their shares.
Shareholders may dispose freely of their shares after registering to attend the
Annual General Meeting or having submitted deposit confirmation.

PROXY REPRESENTATION

Shareholders who are entitled to participate in the Annual General Meeting have
the right to appoint a proxy representative to attend the meeting on his or her
behalf who is vested with the same rights as the shareholder being represented.

The power of proxy must be granted to a specific person (natural or legal) in
writing; proxies may also be granted to more than one person.

The appointment of a proxy must be received by the company no later than 14 June
2012, 5:00 p.m., exclusively at one of the following addresses:


By mail Oesterreichische Kontrollbank AG
        Abteilung KMS / HV Operation Center 2
        Strauchgasse 1-3 / 1. Stock
        1010 Wien


as proxy representative of STRABAG SE or

By fax: +43 (1) 928 90 61


By e-mail:   hv.anmeldung-2@oekb.at, with the proxy attached 
        to the e-mail in writing, e.g. as a PDF file

On the day of the Annual General Meeting:
In person:      when registering for the Annual General Meeting
        at the designated meeting place


The aforementioned procedure for granting a proxy shall apply by analogy to the
revo-cation of a proxy which has already been sent to the company.

Forms for granting and revoking proxies can be sent upon request or can be
downloaded from the company's website at www.strabag.com.

If a shareholder has granted a proxy to his/her custodian bank, it is sufficient
for the bank to provide a declaration of having been appointed proxy in addition
to the deposit confirmation.

Section 10a Paragraph 3 of the Austrian Stock Corporation Act (AktG) shall apply
to the transmission of such declarations by analogy.

As a special service, shareholders may appoint the notary Dr. Christoph Bieber,
Seilerstätte 28, 1010 Vienna, as an independent voting proxy to exercise their
voting rights at the Annual General Meeting in accordance with their
instructions; a special proxy authorisation form is available for download from
the company website at www.strabag.com.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time of convocation of the Annual General Meeting, the share capital of
the company was divided into 114,000,000 no-par bearer shares. Each share
qualifies for one vote. At the beginning of the day, 14 May 2012, the company
held 9,596,089 own shares with no special rights accruing to the company. The
total number of shares granting the right to participate and vote in the Annual
General Meeting was 104,403,911 at the time of convocation of the Annual General
Meeting.
 

PARTIAL WEBCAST OF THE ANNUAL GENERAL MEETING

All company shareholders, as well as the interested public, may follow the
speech of the CEO at the Annual General Meeting on 15 June 2012 from approx.
10:00 a.m. live online at www.strabag.com. There will be no other image or voice
webcast of the Annual General Meeting.

ENTRY TO THE ANNUAL GENERAL MEETING

Please bring your confirmation of registration and an official picture ID to the
An-nual General Meeting (registration).

If you are attending the Annual General Meeting as a proxy representative,
please also bring the power of attorney (voting proxy) in addition to the
official picture ID. If the original of the power of attorney (voting proxy) has
already been sent to the company, your entry will be facilitated if you bring a
copy with you. 

STRABAG SE reserves the right to determine the identity of the persons attending
the Annual General Meeting. If it is not possible to determine a person's
identity, that person may be barred from entry.

When planning and scheduling your arrival, we ask that you consider the large
number of expected participants as well as the usual security precautions. Entry
to pick up the voting ballots begins at 9:00 a.m.


Vienna, May 2012

The Management Board


Further inquiry note:
STRABAG SE
Diana Klein, CFA
Head of Investor Relations
Tel:   +43-1-22422-1116
diana.klein@strabag.com

end of announcement                               euro adhoc 
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issuer:      STRABAG SE
             Donau-City-Straße  9
             A-1220 Wien
phone:       +43 1 22422 -0
FAX:         +43 1 22422 - 1177
mail:     www.strabag.com
WWW:      investor.relations@strabag.com
sector:      Construction & Property
ISIN:        AT000000STR1, AT0000A05HY9
indexes:     WBI, ATX Prime, ATX, SATX
stockmarkets: official market: Wien 
language:   English

Original-Content von: STRABAG SE, übermittelt durch news aktuell