STRABAG SE: Klagenfurt Regional Court dismisses action for annulment filed by Rasperia
22 June 2023
STRABAG SE today received the written ruling in the action filed by Rasperia to rescind the resolution of the Ordinary General Meeting of STRABAG SE from 24 June 2022. The Klagenfurt Regional Court dismissed the action for annulment and confirmed that STRABAG SE, based on the EU sanctions provisions, was in its right to exclude the shareholder Rasperia from participating in the General Meeting and to deny Rasperia from exercising the associated voting rights.
“From the beginning, we were convinced that we were acting fully in accordance with the applicable sanctions regime. An asset freeze means that not only dividend entitlements are frozen, but also the right to participate and to vote in the General Meeting. We are pleased that this has now been confirmed by the courts,” says STRABAG SE CEO Klemens Haselsteiner.
Update: On 10 July 2023, the Klagenfurt Regional Court also dismissed the second action, the action for annulment by Rasperia and Thomas Bull against resolutions of the Extraordinary General Meeting on 5.5.2022.
The situation to date
The European Union placed Oleg Deripaska on its sanctions list on 8 April 2022. As a result, MKAO Rasperia Trading Ltd., which holds 27.8% of STRABAG SE shares, is also considered to be sanctioned. This means that Rasperia’s STRABAG SE shares are frozen and that any exercise of shareholder rights or influence over STRABAG SE is prohibited.
As a result of the sanctions, Rasperia was not admitted by STRABAG SE to either the Extraordinary General Meeting on 5 May 2022 or to the Annual General Meeting on 24 June 2022. Rasperia’s actions for annulment were directed against this decision.
By excluding Rasperia from the General Meeting, STRABAG SE ensured it was in compliance with the EU sanctions imposed on Oleg Deripaska. This approach has been confirmed by a detailed legal opinion, among other things.
The latest FAQs issued by the European Commission also confirm that not only property rights, such as rights of disposal or the right to dividends, are completely frozen by the sanctions regime, but that this also prohibits any exercise of voting rights.
