Independence of the Supervisory Board

Extract from the Rules of Procedure for the Supervisory Board of STRABAG SE according to STRABAG SE's Supervisory Board decision as of 25 May 2009:

Guidelines for the Independence of Supervisory Board Members of STRABAG SE (“the Company”) in Accordance with Rule 53 of the Austrian Corporate Governance Code

A member of the Supervisory Board of the Company shall be deemed independent if he or she has no business or personal relations with the company or its Management Board which would constitute a material conflict of interest and thus could influence the member's behaviour.

Moreover, in accordance with Annex 1 of the Austrian Corporate Governance Code, the following guidelines apply:

The Supervisory Board member shall not have served as a member of the Management Board or as a manager of the company or one of its subsidiaries in the past five years.
The Supervisory Board member shall not maintain or have maintained in the past year any business relations with the company or one of its subsidiaries to an extent of significance for the Supervisory Board member. This shall also apply to relationships with companies in which the Supervisory Board member has a considerable economic interest. The approval of individual transactions by the Supervisory Board according to L-Rule 48 does not automatically mean the person is qualified as not independent.
The Supervisory Board member shall not have been auditor of the company or have owned a share in the auditing company or have worked there as an employee in the past three years.
The Supervisory Board member shall not be a member of the Management Board of another company, in which a Management Board member of the company is a Supervisory Board member.
The Supervisory Board member shall not be a close relative (direct offspring, spouse, partner, parent, uncle, aunt, sibling, niece, nephew) of a Management Board member or of persons in one of the aforementioned positions.

It shall be the responsibility of each member of the Supervisory Board of the Company elected by the Annual General Meeting or delegated by the shareholders to declare his or her independence according to the criteria defined.

According to Rule 54 of the Austrian Corporate Governance Code, the Supervisory Board of the Company shall include at least one independent member delegated by the shareholders who is not a shareholder with a share of more than 10% or who represent such a shareholder's interests. The independence of Supervisory Board members shall be published in the annual report.

The Supervisory Board shall judge whether it and its committees contain a sufficient number of independent members in accordance with Rules 39 and 53 of the Austrian Corporate Governance Code.