PORR AG
(an Austrian joint stock corporation, registered number FN 34853 f)
Offering of up to 2,645,000 no-par value ordinary bearer shares
This is an offering of up to 2,645,000 no-par value ordinary bearer shares, each with a calculated notional amount of €2.00
of the registered share capital of PORR AG, a joint stock corporation under Austrian law (the "Company" and, together with its
consolidated subsidiaries, the "PORR Group" or the "Group"), which will be newly issued following a share capital increase from
authorized capital in two tranches (the "Offer Shares"). Holders of the Company's existing no-par value ordinary bearer shares,
each with a calculated notional amount of €2.00 per share (the "Existing Shares" and, together with the Offer Shares, the
"Shares"), holding Existing Shares as of 24:00 (midnight) Central European Time ("CET") on April 11, 2014 (the "Record
Date") will be granted one subscription right for each Existing Share (the "Subscription Rights"). During the subscription period, which will begin on April 14, 2014 and is expected to end on April 28, 2014 (the "Subscription Period"), each holder of
Subscription Rights will be entitled to subscribe for 2 Offer Shares for every 9 Subscription Rights held (the "Rights Offering").
The Subscription Period may be extended or terminated at any time. The Subscription Rights bear the ISIN AT0000A174R9, are
freely transferable and will not be traded. Subscription Rights not exercised by the end of the Subscription Period will lapse without value or compensation. Offer Shares not subscribed for in the Rights Offering will be offered in the "International Offering"
consisting of (i) a public offering to retail and institutional investors in the Republic of Austria ("Austria") and (ii) a private
placement outside Austria and the United States of America (the "United States") to selected institutional investors in reliance
on Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and other applicable exemptions during the offer period, which begins on April 14, 2014 and is expected to end on April 28, 2014 (the "Offer Period", and together
with the Subscription Period, the "Subscription and Offer Period"). The Offer Period may be shortened, extended or terminated at any time. Up to 2,164,138 Offer Shares, in relation to which certain shareholders of the Company have waived their Subscription Rights, will initially be offered in private placements to selected institutional investors outside of the United States in reliance on Regulation S under the Securities Act and other applicable exemptions (the "Pre-placement", and together with the
Rights Offering and the International Offering, the "Offering"). The Pre-placement will take the form of a bookbuilding procedure
and is expected to take place from April 9, 2014 to April 10, 2014, subject to extension or early termination at any time. The Offer Shares will be offered at the same price in the Pre-placement, the Rights Offering and the International Offering. On or about
April 10, 2014, the Company will determine the final subscription and offer price per Offer Share (the "Offer Price") in consultation with Joh. Berenberg, Gossler & Co. KG, Erste Group Bank AG and Raiffeisen Centrobank AG (together, the "Joint Lead
Managers") on the basis of the bookbuilding procedure in the Pre-placement at or below the maximum subscription and offer
price, which has been set at €60 per Offer Share (the "Maximum Offer Price"), and taking into account the price of the Existing
Shares on the Vienna Stock Exchange prevailing at the time of pricing. The Offer Price is expected to be announced and published
immediately thereafter, including by way of an ad-hoc announcement, on or about April 10, 2014. The final number of Offer
Shares will be determined by the Company in consultation with the Joint Lead Managers on or about April 28, 2014 and is expected to be announced and published, including by way of an ad-hoc announcement, on or about April 28, 2014.
The Company's entire share capital consisting of 11,902,500 Existing Shares is listed on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) in the Standard Market Continuous segment under the symbol "POS". The closing price of the Existing Shares on the Vienna Stock Exchange was €48 on April 8, 2014. The Company will apply to list the Offer
Shares on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) in the Standard Market Continuous segment. The Offer Shares sold in the Pre-placement are expected to trade on the Vienna Stock Exchange (Wiener Börse) in
the Standard Market Continuous segment commencing on or about April 14, 2014, the Offer Shares sold in the Rights Offering
and the International Offering commencing on or about May 2, 2014.
An investment in the Offer Shares involves a high degree of risk. See "Risk Factors" beginning on page 16 for
certain risks to be considered in connection with an exercise of Subscription Rights or an investment in the Offer
Shares. The Offer Shares should be bought and traded only by persons knowledgeable in investment matters.
The Offer Shares will be represented by one or more modifiable global certificates, which will be deposited with
Oesterreichische Kontrollbank Aktiengesellschaft ("OeKB"). Interest in the Offer Shares placed in the Pre-placement will be credited on or about April 15, 2014 and interest in the Offer Shares placed in the Rights Offering and in the International Offering will
be credited on or about May 5, 2014 against payment of the Offer Price, to the accounts of investors through the book-entry facilities of OeKB, Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société
anonyme ("Clearstream"). The International Securities Identification Number (ISIN) for the Existing Shares is AT0000609607.
Until the Company's dividend ex-date for the financial year ended December 31, 2013, which is scheduled to be May 26, 2014,
the Offer Shares, which are not entitled to a dividend for the financial year 2013, will have the separate ISIN AT0000A17548.
The Subscription Rights and the Offer Shares have not been and will not be registered under the Securities Act
or any U.S. state securities laws. The Offer Shares may be offered and sold and the Subscription Rights may be exercised only outside the United States of America in accordance with Regulation S under the Securities Act, and may
not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. For a description of certain restrictions on the exercise of Subscription Rights and the sale and transfer of Offer Shares, see "Selling Restrictions" and "Transfer Restrictions".
This prospectus (the "Prospectus") has been approved by the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehörde) (the "FMA") in its capacity as competent authority under the Austrian Capital Markets Act 1991,
as amended (Kapitalmarktgesetz) (the "Capital Markets Act"). The accuracy of the information contained in this Prospectus
does not fall within the scope of examination by the FMA under applicable Austrian law. The FMA examines the Prospectus only in
respect of its completeness, coherence and comprehensibility pursuant to section 8a of the Capital Markets Act.
Joint Bookrunners and Joint Lead Managers
Berenberg
Erste Group
Co-Lead Manager
Baader Bank
The date of this Prospectus is April 9, 2014
Raiffeisen Centrobank
Important Information
This document comprises a prospectus for the purposes of Article 5 of the Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended (the "Prospectus Directive") and the
offer of the Offer Shares to the public in Austria and the listing of the Shares on the Official Market of the
Vienna Stock Exchange. This Prospectus has been prepared in accordance with Commission Regulation (EC)
No 809/2004 of April 29, 2004, as amended, and conforms to the requirements of the Capital Markets Act,
and the Austrian Stock Exchange Act 1989, as amended (Börsegesetz) (the "Stock Exchange Act"). This
Prospectus will be filed as a listing prospectus (Börseprospekt) with the Vienna Stock Exchange in accordance with the Stock Exchange Act in connection with the listing application for the Offer Shares on the Official Market of the Vienna Stock Exchange, and will be filed with the filing office (Meldestelle) at OeKB in accordance with the Capital Markets Act.
No person is or has been authorized to give any information or to make any representation in connection with the offer or sale of the Offer Shares, other than as contained in this Prospectus, and, if given or
made, any other information or representation must not be relied upon as having been authorized by the
Company, any of the Joint Lead Managers or Baader Bank AG (the "Co-Lead Manager" and, together with
the Joint Lead Managers, the "Underwriters") or any other person. The delivery of this Prospectus at any
time after the date hereof shall not, under any circumstances, create any implication that there has been no
change in the affairs of PORR Group since the date hereof or that the information set out in this Prospectus
is correct as at any time since its date. The Underwriters make no representation or warranty, express or
implied, as to the accuracy or completeness of the information in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Underwriters.
Every significant new factor, material mistake or inaccuracy relating to the information included in this
Prospectus which is capable of affecting the assessment of the Offer Shares and which arises or is noted between the approval of the Prospectus by the FMA and the later of the completion of the Offering and the
start of trading of the Offer Shares on the Vienna Stock Exchange, will be published in a supplement to the
Prospectus in accordance with section 6 of the Capital Markets Act. Such supplement must be published in
the same manner as this Prospectus and be approved by the FMA.
In making an investment decision regarding the Offer Shares investors must rely on their own examination of the PORR Group and the terms of the Offering, including the merits and risks involved. The Offering
is being made solely on the basis of this Prospectus.
The distribution of this Prospectus and the offer and sale of the Offer Shares may be restricted by law in
certain jurisdictions. Persons in possession of this Prospectus are required to inform themselves about, and
to observe, any such restrictions. This Prospectus may not be used for, or in connection with, and does not
constitute, any offer to sell, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which
such offer or invitation would be unlawful.
Selling Restrictions
General
No action has been taken by the Company or the Underwriters that would permit an offer of the Offer
Shares or possession or distribution of this Prospectus or any other offering material in any jurisdiction
where action for that purpose is required, other than Austria. The distribution of this Prospectus and the offer of the Offer Shares in certain jurisdictions may be restricted by law, and therefore persons into whose
possession this Prospectus comes should inform themselves about and observe any such restrictions, including those in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
European Economic Area
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each Underwriter will represent and agree that with effect from and including
the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date") it has not made and will not make an offer of the Offer Shares to the public in that
Relevant Member State prior to the publication of a prospectus in relation to the Offer Shares which has
been approved by the competent authority in that Relevant Member State or, where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State,
all in accordance with the Prospectus Directive, except that it may make an offer of the Offer Shares to the
public in that Relevant Member State at any time under the following exceptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(i)
to legal entities which are qualified investors as defined under the Prospectus Directive;
ii
(ii)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of
the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors
as defined in the Prospectus Directive), as permitted under the Prospective Directive; or
(iii)
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that
no such offer of the Offer Shares shall result in a requirement for the Company to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression "an offer of the Offer Shares to the public" in relation
to any Offer Shares in any Relevant Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and the Offer Shares so as to enable an investor to decide
to purchase or subscribe the Offer Shares, as the same may be varied in that member state by any measure
implementing the Prospectus Directive in that member state, the expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State) and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU.
United States of America and its Territories
The Subscription Rights and the Offer Shares have not been and will not be registered under the Securities Act and may not be offered, sold or delivered within the United States of America or to or for the account or benefit of U.S. persons except in accordance with Regulation S under the Securities Act. Each Underwriter has represented and agreed that it has offered and sold the Subscription Rights and the Offer
Shares, and will offer and sell the Subscription Rights and the Offer Shares (i) as part of their distribution at
any time and (ii) otherwise until 40 days after the completion of the distribution of all the Offer Shares only
in accordance with Rule 903 of Regulation S under the Securities Act. Neither the Underwriters, their affiliates nor any person acting on their behalf have engaged or will engage in any directed selling efforts with
respect to the Subscription Rights or the Offer Shares, and they have complied and will comply with the offering restrictions requirements of Regulation S under the Securities Act. Each Underwriter has also agreed
that at or prior to confirmation of sale of the Offer Shares, it will send to each distributor, dealer or person
receiving a selling concession, fee or other remuneration that purchases Offer Shares from it during the restricted period a confirmation or notice to substantially the following effect:
"The Subscription Rights and the Offer Shares covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United
States or to, or for the account or benefit of U.S. persons (i) as part of their distribution at any time or (ii)
otherwise until 40 days after the completion of the distribution of the Offer Shares as determined and certified by each Underwriter, except in either case in accordance with Regulation S under the Securities Act.
Terms used in this paragraph have the meaning given to them in Regulation S under the Securities Act."
United Kingdom
This Prospectus is for distribution only to persons who (i) are outside the United Kingdom, or (ii) have
professional experience in matters relating to investments, or (iii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc") of The Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
Each Underwriter has represented and agreed that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage
in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000
("FSMA") received by it in connection with the issue or sale of the Offer Shares in circumstances in which
Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all
applicable provisions of the FSMA with respect to any measures taken by it in relation to the Offer Shares in,
from or otherwise involving the United Kingdom.
Switzerland
This document as well as any other material relating to the Offer Shares does not constitute an issue
prospectus pursuant to Articles 652a and/or 1156 of the Swiss Code of Obligations. The Offer Shares will not
be listed on the SIX Swiss Exchange and, therefore, the documents relating to the Offer Shares, including
this document, do not claim to comply with the disclosure standards of the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange. The
Offer Shares are being offered in Switzerland by way of a private placement, i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase the Offer Shares
with the intention to distribute them to the public. The investors will be individually approached by the Company from time to time. This document as well as any other material relating to the Offer Shares is personal
iii
and confidential and does not constitute an offer to any other person. This document may be used only by
those investors to whom it has been handed out in connection with the Offering described herein and may
neither directly nor indirectly be distributed or made available to other persons without the express consent
of the Company. It may not be used in connection with any other offer and shall in particular not be copied
or distributed to the public in (or from) Switzerland.
Transfer Restrictions
By accepting delivery of this Prospectus and the Offer Shares, each purchaser of Offer Shares outside
the United States pursuant to Regulation S under the Securities Act will be deemed to have represented,
agreed and acknowledged that:




it is, and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Shares
is, outside the United States (within the meaning of Regulation S under the Securities Act) at the
time the buy order for the Offer Shares is originated and will continue to be located outside the
United States, and the person, if any, for whose account or benefit the purchaser is acquiring the
Offer Shares reasonably believes that the purchaser is outside the United States, and neither the
purchaser nor any person acting on its behalf knows that the transaction has been pre-arranged
with a buyer in the United States;
it understands that the Offer Shares have not been and will not be registered under the Securities
Act or with any securities regulatory authority of any state of the United States and are subject to
significant restrictions on exercise and transfer;
it is aware of the restrictions on the offer and sale of the Offer Shares pursuant to Regulation S under the Securities Act described in this Prospectus; and
the Company, the Underwriters and their affiliates, and others will rely upon the truth and accuracy
of the foregoing acknowledgements, representations and agreements and will not recognize any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the
above-stated restrictions.
Financial Statements
This Prospectus contains the audited consolidated financial statements of PORR AG as of and for the financial years ended December 31, 2011 ("Consolidated Financial Statements 2011"), December 31, 2012 ("Consolidated Financial Statements 2012") and December 31, 2013 ("Consolidated Financial Statements 2013"), comprised in each case of the consolidated income statement, consolidated
statement of comprehensive income, consolidated cash flow statement, consolidated statement of financial
position and consolidated statement of changes in group equity, along with the notes (together the "Consolidated Financial Statements") and the auditor's report for each respective financial year. Unless otherwise indicated, the most recent financial information included in this Prospects is taken from the Consolidated Financial Statements 2013. The Consolidated Financial Statements and the respective auditor's reports included in this Prospectus are translations of the original German language documents.
The Consolidated Financial Statements were prepared by the Company in accordance with International
Financial Reporting Standards, as adopted by the European Union ("IFRS"). As required by Austrian law,
PORR AG also prepared separate (unconsolidated) financial statements as of and for the financial years ended December 31, 2011, 2012 and 2013 in accordance with the generally accepted accounting principles in
Austria ("Austrian GAAP"), which are not included in or incorporated by reference into this Prospectus.
Non-IFRS Financial Measures
This Prospectus presents "Production Output". The PORR Group presents Production Output because it
is widely used in the construction industry and management believes that it is a useful measure for assessing the overall construction output of PORR Group and other entities and consortia in which PORR holds
a direct or indirect interest. It is important to note that Production Output is not a measure defined in accordance with IFRS and is not designed to measure PORR Group's financial performance. Production Output
should not be considered as an alternative to revenue as determined in accordance with IFRS and is not indicative of revenue. There is no official definition of Production Output. Measures bearing the same or similar
names disclosed by other construction companies or presented in industry reports and similar publications
may be calculated differently. For more information, including a detailed definition and explanation, see
"Operating and Financial Review—Revenue and Production Output".
This Prospectus also presents certain additional measures and ratios, including order backlog and order
bookings, that are sometimes used by investors to measure a company's operating performance.
Furthermore, this Prospectus presents certain financial measures, such as net debt and working capital,
which are financial measures used by investors to evaluate the performance and financial condition of a
company. Such measures and ratios are not required by, or defined under IFRS and do not relate to PORR
Group's financial performance. These measures and ratios are explained in this Prospectus and investors
should review such explanations to understand fully how they have been prepared.
iv
Independent Auditors
BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft ("BDO"), Kohlmarkt 8-10,
1010 Vienna, Austria, and Deloitte Audit Wirtschaftsprüfungs GmbH ("Deloitte"), Renngasse 1, 1010 Vienna, Austria, jointly audited the German-language originals of the Consolidated Financial Statements 2011 in
accordance with laws and regulations applicable in Austria, and issued an unqualified audit opinion thereon
dated April 26, 2012. Without qualifying the audit opinion on the Consolidated Financial Statements 2011,
the auditors noted a breach of financial covenants and certain focusing and consolidation measures set out
in item 47 of the notes to the Consolidated Financial Statements 2011.
BDO audited the German-language originals of the Consolidated Financial Statements 2012 and the
Consolidated Financial Statements 2013 in accordance with laws and regulations applicable in Austria, and
issued unqualified audit opinions thereon dated April 2, 2013 and April 1, 2014.
Each of BDO and Deloitte are certified public accountants and members of the Austrian Chamber of
Chartered Accountants (Kammer der Wirtschaftstreuhänder). Apart from the German language originals of
the Consolidated Financial Statements, no financial information in this Prospectus has been audited.
Presentation of Financial Information
In the financial year 2012 and the Consolidated Financial Statements 2012, amendments to IAS 19 Employee Benefits were applied for the first time. The amendments to IAS 19 were applied retrospectively in
accordance with IAS 8 and led to a restatement of the comparative information for the financial year ended
December 31, 2011, included in the Consolidated Financial Statements 2012. See note 3.1 included in the
notes to the Consolidated Financial Statements 2012 for detailed information.
Based on the resolutions of the Company's shareholders' meeting on July 11, 2013 there has been,
amongst others, a stock split in the ratio of 1:4. Financial information presented per Share as set out in this
Prospectus for the financial years ended December 31, 2011 and 2012 has been adjusted to reflect such
stock split.
Rounding adjustments have been made in calculating some of the financial information included in this
Prospectus and are exact arithmetic aggregations of the actual figures. Accordingly, in certain cases, the
sum of the numbers in a column in a table may not conform to the total figure given for that column. The
percentages contained in this Prospectus were calculated not on the basis of rounded figures but of exact
figures (before approximation).
Where financial data are labeled "audited", this means that they were taken from the (German language
original of the) Consolidated Financial Statements. The label "unaudited" is used to indicate financial data
that were not taken from the Consolidated Financial Statements and includes internal information and accounting records of PORR Group.
All of the financial data presented in the Prospectus are shown in thousands of euro (in € thousand) in
tables and millions of euro (€ million) in text, except as otherwise stated. The percentage changes that are
stated in the text and the tables have been commercially rounded to one decimal point unless stated otherwise. Financial information presented in parentheses denotes the negative of such number presented. With
respect to financial data set out in the main body of the Prospectus, a dash ("—") signifies that the relevant
figure is not available, while a zero ("0") signifies that the relevant figure is available but is or has been
rounded to zero.
Application for Listing
Application will be made to list the Offer Shares on the Official Market of the Vienna Stock Exchange on
or about April 9, 2014. Approval for the admission of the Offer Shares for listing on the Official Market in the
Standard Market Continuous segment of the Vienna Stock Exchange is expected to be issued on or about
April 11, 2014, and trading of the Offer Shares sold in the Pre-replacement is expected to commence on or
about April 14, 2014, and of the Offer Shares sold in the Rights Offering and the International Offering on or
about May 2, 2014.
International Securities Identification Number (ISIN)
The International Securities Identification number (ISIN) for the Existing Shares is AT0000609607. The
Offer Shares will have the separate ISIN AT0000A17548 up to the ex-date for the dividend for the financial
year ended December 31, 2013, which is scheduled to be May 26, 2014. This is due to the fact that the Offer Shares are only entitled to dividends for periods starting on January 1, 2014. Only thereafter, commencing May 26, 2014, the Offer Shares will be traded together with, and have the same ISIN as, the Existing
Shares (AT0000609607). The Subscription Rights bear the ISIN AT0000A174R9. The Dilution Protection
Rights (as defined below in "The Offering") bear the ISIN AT0000A174S7.
v
Paying Agent and Depositary
The paying agent (Hauptzahlstelle) is UniCredit Bank Austria AG, Schottengasse 6-8, 1010 Vienna, Austria. The depositary is OeKB, Am Hof 4, A-1011 Vienna, Austria.
Documents on Display
Copies of the articles of association (Satzung) of the Company ("Articles of Association"), the Consolidated Financial Statements and this Prospectus (including any supplements thereto) are available for inspection at the registered office of PORR AG at Absberggasse 47, A-1100 Vienna, Austria, during regular
business hours. These documents may also be inspected on PORR AG's website in the section "Investor Relations" at http://www.porr-group.com/index.php?id=3851. Documents and other information displayed on
such website or any other websites to which reference is made in this Prospectus are neither part of this
Prospectus nor are they incorporated by reference in this Prospectus.
Sources of Information
Unless otherwise stated, financial and other data provided in this Prospectus have been extracted from
the Consolidated Financial Statements, internal information and accounting records of PORR Group.
Furthermore, statistical and other data provided in this Prospectus have been extracted from reports
and other documents, available as of March 31, 2014, of:





the
Austrian
National
Bank
(Oesterreichische
Nationalbank)
(http://www.oenb.at/Publikationen/Volkswirtschaft/Konjunktur-aktuell/2014/Konjunkturaktuell---Jaenner-2014.html);
the
German
Federal
Bank
(Bundesbank)
(http://www.bundesbank.de/Redaktion/EN/Downloads/Publications/Monthly_Report/2014/2014
_01_monthly_report.pdf?__blob=publicationFile);
the European Commission
(http://ec.europa.eu/economy_finance/publications/european_economy/2013/pdf/ee7_en.pdf);
the State Secretariat for Economic Affairs SECO (Staatssekretariat für Wirtschaft SECO)
(http://www.seco.admin.ch/themen/00374/00375/00376/index.html?lang=de); and
Euroconstruct (http://www.euroconstruct.org).
In addition, certain information contained in this Prospectus derives from the following sources:
http://www.wienerborse.at, http://www.ecb.int, and the Austrian electronic companies' register
(Firmenbuch). Documents and other information displayed on such websites are neither part of this Prospectus nor are they incorporated by reference in this Prospectus.
The Company confirms that such information has been accurately reproduced and as far as it is aware
and is able to ascertain from the sources of such information, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Industry and Market Data
This Prospectus includes information regarding markets, market size, market share, market position,
growth rates and other industry data for the PORR Group's business, which consists of estimates based on
data and reports compiled by third parties, on data from other external sources, and on the PORR Group's
knowledge of its sales and markets and its own market research and intelligence. Such third-party sources
include the research institution Euroconstruct and certain national or supranational organizations such as the
Austrian National Bank (Oesterreichische Nationalbank), the German Federal Bank (Bundesbank), the Swiss
State Secretariat for Economic Affairs SECO (Staatssekretariat für Wirtschaft SECO) and the European
Commission. It is, however, difficult to obtain coherent and precise industry and market data, and information concerning development over recent years and any future trends. In particular, in respect of the future outlook, various reports and sources differ significantly in their assessments based on, amongst others,
time of publication as well as estimates and assumptions made.
Most of the market and industry information set out in this Prospectus is based on various studies and
databases which are generally assumed to be reliable. However, no assurance can be given that such studies and reports and databases are accurate in all material respects as all studies, reports and databases apply certain estimates and assumptions. The Company confirms that information from third-party sources has
been accurately reproduced and as far as the Company is aware and is able to ascertain from the sources of
such information, no facts have been omitted which would render the reproduced information inaccurate or
misleading. Subject to the foregoing, neither the Company nor the Underwriters can assure investors of the
accuracy and completeness of, and take no responsibility for, such data. The source of such third-party information is cited whenever such information is used in this Prospectus.
In addition, while the Company believes its internal research and estimates to be reliable, such research
and estimates have not been verified by any independent sources and neither the Company nor the Under-
vi
writers can assure potential investors as to their accuracy and that a third party using different methods to
assemble, analyze or compute market data would obtain the same result. The Company does not intend,
and does not assume any obligations, to update industry or market data set forth in this Prospectus. Finally,
behavior, preferences and trends in the marketplace tend to change. As a result, investors should be aware
that data in this Prospectus and estimates based on that data may not be reliable indicators of future results.
Forward-Looking Statements
This Prospectus contains certain forward-looking statements relating to the Company's and/or the
Group's business, its financial performance and results, and the industry in which it operates. Forwardlooking statements concern future circumstances and results and other statements that are not historical
facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "seeks", "could", "may", "should", "will", "potential", "forecasts", "anticipates",
"targets", and similar expressions. Such statements reflect the Company's and/or the Group's current views
with respect to future events and are subject to risks and uncertainties.
The forward-looking statements contained in this Prospectus include all matters that are not historical
facts and include statements regarding the Company's and/or the Group's intentions, beliefs or expectations
concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth,
strategies and dividend policy and the industries and markets in which the Group operates. By their nature,
forward-looking statements involve known and unknown risks and uncertainties because they relate to
events, and depend on circumstances, that may or may not occur in the future. Forward-looking statements
are not guarantees of future performance. Prospective investors should not place undue reliance on these
forward-looking statements.
The Company bases these forward-looking statements on its current plans, estimates, projections and
expectations. In addition, these statements are based on certain assumptions that, although reasonable at
the time made, may prove to be erroneous. Many factors could cause the Group's actual results, performance or achievements to be materially different from any future results, performance or achievements that
may be expressed or implied by such forward-looking statements. These factors include factors contained in
the section "Summary", "Risk Factors", "Operating and Financial Review", "Industry" and "Business".
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, events described in this Prospectus may not occur or actual results may deviate materially from
those described in this Prospectus as anticipated, believed, estimated or expected, and the Group may not
be able to achieve its financial targets and strategic objectives. Other than as required in accordance with
Section 6 Capital Markets Act, neither the Company nor the Underwriters intend, and assume any obligation,
to update industry information or forward-looking statements set forth in this Prospectus.
Consent to use the Prospectus
The Company expressly consents to each credit institution pursuant to the Directive 2006/48/EC acting
as financial intermediary (the "Financial Intermediary") finally placing Offer Shares being entitled to use
the Prospectus in Austria during the Offer Period, provided however, that the Prospectus is still valid in accordance with section 6a of the Capital Markets Act. The Company accepts responsibility for the information
given in the Prospectus also with respect to such final placement of the Offer Shares. The consent by the
Company to the use of the Prospectus for the final placement of the Offer Shares by the Financial Intermediaries has been given under the condition that (i) potential investors will be provided with the Prospectus
and any supplement thereto and (ii) each of the Financial Intermediaries ensures that it will use the Prospectus and any supplement thereto in accordance with all applicable selling restrictions specified in this
Prospectus and any applicable laws and regulations. However, the Company may revoke or limit its consent
at any time, whereby such revocation or limitation requires a supplement to the Prospectus. In the event of
an offer being made by a Financial Intermediary, the Financial Intermediary shall provide information to investors on the terms and conditions of the offer at the time the offer is made. Any Financial Intermediary
using the Prospectus has to state on its website that it uses the Prospectus in accordance with
the consent and the conditions attached thereto. In the event of an offer being made by a Financial Intermediary, this Financial Intermediary will provide information to investors on the terms
and conditions of the offer at the time the offer is made.
vii
Table of Contents
Important Information ................................................................................................................. ii Selling Restrictions ...................................................................................................................... ii Transfer Restrictions................................................................................................................... iv Financial Statements .................................................................................................................. iv Non-IFRS Financial Measures ....................................................................................................... iv Independent Auditors .................................................................................................................. v Presentation of Financial Information ............................................................................................. v Application for Listing .................................................................................................................. v International Securities Identification Number (ISIN) ....................................................................... v Paying Agent and Depositary ....................................................................................................... vi Documents on Display ................................................................................................................ vi Sources of Information ............................................................................................................... vi Industry and Market Data............................................................................................................ vi Forward-Looking Statements ....................................................................................................... vii Consent to use the Prospectus .....................................................................................................vii SUMMARY ..................................................................................................................................... 1 RISK FACTORS ............................................................................................................................ 16 THE OFFERING ............................................................................................................................ 29 General ................................................................................................................................... 29 Pre-placement and allocation in the Pre-placement ........................................................................ 30 Rights Offering ......................................................................................................................... 31 International Offering ................................................................................................................ 31 Participation of Principal Shareholders in the Offering ..................................................................... 32 Termination of the Offering......................................................................................................... 33 Form, delivery and settlement .................................................................................................... 33 Admission to the Vienna Stock Exchange and commencement of trading ........................................... 33 Interests that are material to the offer including conflicting interests, other relationships ..................... 33 CAPITALIZATION.......................................................................................................................... 35 Working Capital Statement ......................................................................................................... 35 DIVIDEND POLICY ........................................................................................................................ 36 USE OF PROCEEDS ....................................................................................................................... 37 DILUTION ................................................................................................................................... 38 SELECTED FINANCIAL DATA .......................................................................................................... 39 OPERATING AND FINANCIAL REVIEW .............................................................................................. 41 Overview ................................................................................................................................. 41 Key Factors Affecting Results of Operations................................................................................... 41 Segment Reporting ................................................................................................................... 43 Factors Affecting the Comparability of Financial Information ............................................................ 43 Critical Accounting Policies ......................................................................................................... 44 Revenue and Production Output .................................................................................................. 45 Order Backlog and Order Bookings .............................................................................................. 46 Results of Operations................................................................................................................. 48 Liquidity and Capital Resources ................................................................................................... 55 Equity ..................................................................................................................................... 60 Management of Market and Operating Risks .................................................................................. 61 Property, Plant, Equipment and Investment Property...................................................................... 63 Investments ............................................................................................................................. 63 Recent Developments and Outlook .............................................................................................. 64 INDUSTRY ................................................................................................................................... 66 General market environment in the Group's Home Markets ............................................................. 66 The construction sector in the PORR Group's Home Markets ............................................................ 67 Other factors relevant for the construction industry ........................................................................ 70 BUSINESS ................................................................................................................................... 71 Overview ................................................................................................................................. 71 Competitive Strengths ............................................................................................................... 71 Business Strategy ..................................................................................................................... 72 History and Development of the Company's Business ..................................................................... 74 Products and Services ................................................................................................................ 75 Customers ............................................................................................................................... 77 fitforfuture ............................................................................................................................... 78 Suppliers ................................................................................................................................. 79 Competitors ............................................................................................................................. 79 Risk Management and Compliance ............................................................................................... 80 viii
Research & Development ........................................................................................................... 80 Intellectual Property .................................................................................................................. 81 Material Contracts ..................................................................................................................... 81 Staff / Employees ..................................................................................................................... 81 Regulatory and Environmental Matters ......................................................................................... 83 Insurance ................................................................................................................................ 84 Legal Proceedings ..................................................................................................................... 84 MANAGEMENT ............................................................................................................................. 85 General ................................................................................................................................... 85 Managing Board ........................................................................................................................ 85 Supervisory Board ..................................................................................................................... 86 Supervisory Board Committees ................................................................................................... 88 Additional Information Relating to Board Members ......................................................................... 88 Management Compensation ........................................................................................................ 93 Shares Held by Board Members ................................................................................................... 94 Conduct and Conflicts of Interest ................................................................................................. 95 PRINCIPAL SHAREHOLDERS ........................................................................................................... 96 RELATED PARTY TRANSACTIONS .................................................................................................... 97 THE COMPANY AND ITS SUBSIDIARIES ........................................................................................... 98 DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION OF PORR AG ................................. 99 Share Capital ........................................................................................................................... 99 Conversion and Option Rights ....................................................................................................100 Applicable Provisions of Austrian Law ..........................................................................................100 Summary of the Articles of Association of the Company .................................................................101 Voting Rights...........................................................................................................................102 Shareholders' Meetings .............................................................................................................104 Other Shareholder Rights ..........................................................................................................104 Squeeze-out............................................................................................................................106 Managing Board and Supervisory Board ......................................................................................106 Other Provisions ......................................................................................................................109 REGULATION OF AUSTRIAN SECURITIES MARKETS ..........................................................................110 General ..................................................................................................................................110 Disclosure of Shareholdings .......................................................................................................110 Management Trading in Shares (Director's Dealing) ......................................................................110 Insider Rules and Ad Hoc Publicity ..............................................................................................111 Market Manipulation .................................................................................................................112 Takeovers ...............................................................................................................................112 Short Selling ...........................................................................................................................113 Control of Accounting Act ..........................................................................................................114 THE VIENNA STOCK EXCHANGE ....................................................................................................115 General ..................................................................................................................................115 The Markets of the Vienna Stock Exchange ..................................................................................115 Trading and Settlement ............................................................................................................116 TAXATION ..................................................................................................................................117 Austria ...................................................................................................................................117 UNDERWRITING ..........................................................................................................................120 Underwriting ...........................................................................................................................120 Indemnification........................................................................................................................120 Termination of the Underwriting Agreement .................................................................................120 Lock-up ..................................................................................................................................121 Other relations with the Underwriters ..........................................................................................121 STATEMENT PURSUANT TO COMMISSION REGULATION (EC) NO 809/2004 (as amended) .....................122 GLOSSARY AND LIST OF ABBREVIATIONS AND DEFINITIONS ............................................................123 INDEX TO FINANCIAL STATEMENTS ........................................................................................ F1
TRANSLATION INTO GERMAN OF THE SUMMARY ....................................................................... S1
ix
SUMMARY
Summaries are made up of disclosure requirements known as elements ("Elements"). These Elements
are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included
in a summary for this type of security and issuer. Because some Elements are not required to be addressed,
there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to
be inserted in the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In such cases, the summary includes a short description of the
Element with the words "not applicable".
A.1
Introduction and warnings
A – Introduction and Warnings
This Summary should be read as an introduction to this Prospectus.
Any decision to invest in the Offer Shares should be based on a consideration of this Prospectus as a whole by the investor.
Where a claim relating to the information contained in this Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the relevant member state of the European Economic Area, have to bear the costs of translating this Prospectus before the legal
proceedings are initiated.
Civil liability attaches to PORR AG, but only if this summary (including
its German translation) is misleading, inaccurate or inconsistent when
read together with the other sections of this Prospectus or it does not
provide, when read together with the other parts of this Prospectus,
key information in order to aid investors when considering whether to
invest in the Offer Shares.
A.2
Information regarding the
subsequent use of the Prospectus
B.1
Legal
name
and
commercial
B.2
Domicile, legal form, legislation under which the
issuer operates, country
of incorporation
The Company expressly consents to each credit institution pursuant to
the Directive 2006/48/EC acting as financial intermediary (the "Financial Intermediary") finally placing Offer Shares being entitled to use
the Prospectus in Austria during the Offer Period, provided however,
that the Prospectus is still valid in accordance with section 6a of the
Capital Markets Act. The Company accepts responsibility for the information given in the Prospectus also with respect to such final placement of the Offer Shares. The consent by the Company to the use of
the Prospectus for the final placement of the Offer Shares by the Financial Intermediaries has been given under the condition that (i) potential
investors will be provided with the Prospectus and any supplement
thereto and (ii) each of the Financial Intermediaries ensures that it will
use the Prospectus and any supplement thereto in accordance with all
applicable selling restrictions specified in this Prospectus and any applicable laws and regulations. However, the Company may revoke or limit
its consent at any time, whereby such revocation or limitation requires
a supplement to the Prospectus. Any Financial Intermediary using
the Prospectus has to state on its website that it uses the Prospectus in accordance with the consent and the conditions attached thereto. In the event of an offer being made by a Financial Intermediary, this Financial Intermediary will provide information to investors on the terms and conditions of the offer
at the time the offer is made.
B – The Issuer
The issuer's legal name is PORR AG (the "Company" and, together with
its consolidated subsidiaries, the "PORR Group" or the "Group"). The
Company and its subsidiaries operate in business transactions under
various commercial names, most notably "PORR", "TEERAG-ASDAG" or
"STRAUSS & Partner".
The Company has its seat in Vienna, Austria, and the registered address
Absberggasse 47, 1100 Vienna, Austria. It is registered with the Austrian companies' register (Firmenbuch) under registered number
FN 34853 f, registration court: commercial court Vienna (Handelsgericht
Wien), Austria. The Company is an Austrian stock corporation
(Aktiengesellschaft), incorporated under and governed by Austrian law.
- 1-
B.3
Description of, and key
factors relating to, the nature of the issuer's current
operations and its principal activities, stating the
main categories of products sold and/or services
performed and identification of the principal markets in which the issuer
competes
The PORR Group is a leading Austrian construction group. The range of
services extends from the construction of buildings, engineering services to project development and road construction. In geographical
terms, the PORR Group is active in its Home Markets Austria, Germany,
Switzerland, Poland and the Czech Republic, in each of which it offers
the full range of its construction products and services. In addition, the
PORR Group is active in certain CEE/SEE and Middle Eastern countries,
in which it offers only project related and niche products, in particular in
the area of infrastructure (tunneling and rail tracks). Such other markets comprise in particular Romania, Serbia and Slovakia in the
CEE/SEE region, as well as Qatar and Saudi Arabia in the Middle East.
The PORR Group mainly offers four product segments:

Building Construction: Building construction comprises the construction of commercial and industrial buildings, office and administrative buildings, residential construction and hotel and
leisure complexes. Both large and medium-sized projects,
mainly for private customers, form the core of the business activities.

Civil Engineering: In the field of civil engineering, the PORR
Group is involved in the construction of roads, including asphalt
and concrete road construction, as well as all other construction
work in the context of road construction, such as earthwork,
wastewater and pipe construction as well as small and mediumsized civil engineering related concrete structures. The production of building materials, such as asphalt, concrete and gravel,
for internal supply as well as for external sale also forms a part
of this product segment.

Infrastructure: In the field of infrastructure, the PORR Group is
involved in the construction of complex traffic structures and
power plants, major bridge projects, dams, rail tracks, environmental technology, tunnels and specialized groundwork.

Services: The services business field comprises real estate project development. It includes all integrated services such as development, financing, operation, marketing and utilization. In
addition to infrastructure projects (traffic, energy), project developments of offices for commercial purposes, hotels, schools
and medical centers also form part of this business.
The PORR Group is organized into six operative business units. The
Company as holding company offers administrative services to all members of the Group via a shared services center. The business units form
a matrix structure in which both, regions and specialized branches, are
represented. Building construction and civil engineering are mostly handled by the regional business units, whereas the specialized units infrastructure and environmental engineering carry out their projects in cooperation with the responsible region.
Business Unit 1 – DACH is responsible for the PORR Group's Home
Markets Austria, Germany and Switzerland. This segment focuses in
particular on residential construction, office construction, industrial construction and road construction. This segment specializes in large-scale
building construction projects with a special focus on general contractor
and design-build services. The segment also includes the activities of
TERRAG-ASDAG. Business Unit 1 has a complete coverage in every
province of Austria and is also expanding its position in Germany beyond the established presence in the metropolitan areas of Munich, Berlin, Düsseldorf and Frankfurt. In Switzerland, the PORR Group is primarily involved in civil engineering and individual large-scale building
construction projects.
Business Unit 2 – CEE/SEE includes the PORR Group's Home Markets
Poland and the Czech Republic, where the PORR Group offers a complete range of construction services in building construction and civil
engineering along with the specialist division for large-scale projects in
earthworks, hydraulic engineering and pipeline construction. It also
- 2-
deals with all project-based activities in CEE/SEE countries, which currently mostly relate to Romania and Serbia, particularly in the infrastructure sector.
Business Unit 3 – International bundles all of the PORR Group's current activities in Qatar and will include any future business of the PORR
Group in both Qatar and Saudi Arabia. On these markets, the PORR
Group presents itself as an expert, premium provider and infrastructure
specialist with its export products tunneling, railway construction and
foundation engineering. The infrastructure projects are developed and
implemented in close cooperation with Business Unit 4 – Infrastructure.
Business Unit 4 – Infrastructure includes activities of the PORR
Group in tunneling, rail construction and foundation engineering, as well
as large-scale projects in road and bridge construction, power plant
construction and civil engineering. The PORR Group offers the entire
range of traffic construction, from smaller construction tasks through to
complex large-scale projects and traffic infrastructure initiatives. In
railway construction, the PORR Group developed the "ÖBB-PORR slab
track" railway system in cooperation with ÖBB, the Austrian Federal
Railways. This system has been key to material order acquisitions in the
area of railways construction, in particular in Germany, in recent years.
Smaller scaled infrastructure projects with volumes up to €30 million
are handled by the regional business units (i.e., Business Unit 1 –
DACH, Business Unit 2 – CEE/SEE or Business Unit 3 - International),
rather than business Unit 4 – Infrastructure, which concentrates on the
large-scale and typically multi-year projects.
Business Unit 5 – Environmental Engineering is home to the PORR
Group's expertise in environmental clean-up, waste management and
renewable energy. The activities of this business unit have focus on
Austria and Germany. Porr Umwelttechnik GmbH develops, builds and
operates landfills, waste treatment and sorting facilities in Austria, Germany and Serbia.
Business Unit 6 – Real Estate encompasses a broad range in project
development and property development. The focus is on the core competencies of the office, commercial, tourism and hotel sectors as well as
concession models from hospitals through to large-scale infrastructure
projects. The main markets of this business unit are Austria and Germany.
B.4a
Description of the most
significant recent trends
affecting the issuer and
the industries in which it
operates
2013 was a transitional year for the European construction industry.
Trends and developments, which had affected previous years, became
less important in 2013. In 2013, total European construction output decreased by 3.0%, which was mainly due to the struggling construction
industry in southern European countries and Central and Eastern European countries, but also in countries such as the Netherlands, Ireland,
Italy and France. In central and eastern Europe, Poland had a negative
growth rate of 8.9% and the Czech Republic had a negative growth rate
of 8.2%. In contrast, countries such as Switzerland, Austria and Germany contributed with small growth rates of 2.0% (Switzerland), 0.5%
(Austria) and 0.3% (Germany) (source: Euroconstruct Summary Report, November 2013).
In 2014, a small growth by 0.9% in total European construction output
is expected, mainly due to the expected growth in northern and central
European countries, but also certain eastern European countries such as
Poland, which is expected to contribute with a growth rate of 3.5%, or
Hungary. The Czech Republic and Slovakia will continue to contribute
negatively (source: Euroconstruct Summary Report, November 2013).
B.5
Description of the group
and the issuer's position
within the group
The Company is the parent company of the PORR Group. Operative
business is primary conducted by the subsidiaries of the Company. The
Company is a holding company, which renders administrative services
to the members of the Group, including accounting, financing, controlling, legal affairs and IT.
- 3-
B.6
Persons who, directly or
indirectly,
have
a
(notifiable) interest in the
issuer's capital or voting
rights or have control over
the issuer
Voting rights
Whether the issuer is directly or indirectly owned
or controlled and by
whom and description of
the nature of control
The following tables sets forth the number of existing shares (the "Existing Shares") and voting rights beneficially owned by the Company's
principal shareholders.
Shareholder
Existing
Shares
8,115,158
5,748,442
2,366,716
836,088
Ortner Strauss Syndicate ........................................
thereof Ortner Group(1) ............................................
thereof Strauss Group(2)(3)........................................
Renaissance Construction AG ..................................
WIENER STÄDTISCHE VERSICHERUNG AG – Vienna
618,135
Insurance Group(3) .............................................
PORR Group's management(4) ..................................
583,042
Free float
1,750,077
11,902,500
Total
Percentage
68.2%
48.3%
19.9%
7,0%
5.2%
4.9%
14.7%
100%
______________________
(Source: Unaudited information of the Company)
(1)
(2)
(3)
(4)
Existing Shares attributable to the Ortner Group are held by Ortner Beteiligungsverwaltung
GmbH and IGO Baubeteiligungs GmbH.
Existing Shares attributable to the Strauss Group are held by SuP Beteiligungs GmbH,
Unternehmensbeteiligungen
GmbH
and
AIM
Industrieholding
und
Unternehmensbeteiligungen GmbH.
SuP Beteiligungs GmbH, a member of the Strauss Group, entered into call and put options
with WIENER STÄDTISCHE VERSICHERUNG AG – Vienna Insurance Group in respect of
545,595 Shares. SuP Beteiligungs GmbH is entitled to acquire 181,865 Shares between January 1, 2014 and November 30, 2014 and has exercised such option of respect of 100,000
Shares to date. SuP Beteiligungs GmbH is further entitled to acquire 181,865 Shares between January 1, 2015 and November 30, 2015 and 181,865 Shares between January 1,
2016 and November 30, 2016. WIENER STÄDTISCHE VERSICHERUNG AG – Vienna Insurance Group is entitled to put the respective Shares in December of each relevant year.
Shares in respect of which an option has been exercised are included in the shareholding of
Strauss Group in above table.
Includes originally 73,812 Shares acquired by members of management of the PORR Group
in 2013 in the course of the disbursement of annual bonuses. The Company believes that a
corresponding number of Shares is still held by members of management of the PORR
Group.
Except as set out in the above table, to the Company's knowledge, no
other shareholder beneficially owns more than 4% of the Shares and
voting rights as of the date of this Prospectus. All Existing Shares have
the same voting rights.
The Company is directly majority owned and controlled by the Ortner
Group and Strauss Group, which form a syndicate (the "OrtnerStrauss Syndicate") controlling 68.2% of the Existing Shares and
votes prior to the Offering. Following the Offering, the Ortner-Strauss
Syndicate will hold 56.0% of the Shares (assuming that all Offer Shares
are sold and the Ortner-Strauss Syndicate acquires 31,250 Offer Shares
in the International Offering).
B.7
Selected
financial
business information
and
Significant changes to the
issuer's financial condition
and operating results
- 4-
Selected income statement data
Revenue ..............................................
Earnings before interest, tax, depreciation and
amortization (EBITDA) .......................
Operating Result (EBIT) .........................
Earnings before tax (EBT) ......................
Profit/loss or the period .........................
Earnings per Share(2) (in €) ....................
Dec 31, 2013
(audited)
€ thousand
2,694,153
Financial year ended
Dec 31, 2012
(audited)
€ thousand
2,314,828
154,731
88,026
60,493
52,585
3.88
Dec 31, 2011
(audited) (restated)(1)
€ thousand
2,212,490
103,837
53,809
22,008
17,993
1.08
10,826
-40,465
-83,069
-70,189
-7.35
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
Data for 2012 and 2011 adjusted to reflect the 1:4 stock split in 2013. Such adjustments are unaudited.
Selected data of the consolidated statement of financial position
Non-current assets..............................
Current assets .....................................
thereof cash and cash equivalents ........
Total Assets ........................................
Dec 31, 2013
(audited)
€ thousand
1,068,659
1,227,811
332,907
2,296,470
As of
Dec 31, 2012
(audited)(2)
€ thousand
1,101,407
959,334
110,411
2,060,741
Dec 31, 2011
(audited) (restated)(1)
€ thousand
1,178,059
958,993
153,813
2,137,052
Equity ..................................................
Non-current liabilities .........................
thereof non-current financial liabilities ..
thereof bonds ....................................
Current liabilities ................................
thereof current financial liabilities .........
thereof bonds ....................................
Total Equity and Liabilities ..................
347,662
668,692
273,776
223,659
1,280,116
93,796
99,134
2,296,470
322,553
595,591
169,173
273,103
1,142,597
254,635
0
2,060,741
303,243
811,706
408,241
224,088
1,022,103
87,908
69,630
2,137,052
Net Debt(3) ............................................
Working Capital(4)...................................
Net Working Capital(5) .............................
357,458
-52,305
-192,282
586,500
-183,263
-39,039
636,054
-63,110
-59,385
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
In respect of Intangible Assets and Deferred Tax Liabilities, comparative figures as of December 31, 2012 were revised according to IFRS 3.49 in
the Consolidated Financial Statements 2013.
(3)
Net Debt is calculated by adding bonds (current and non-current), non-current financial liabilities and current financial liabilities and subtracting
cash and cash equivalents. Net debt is not an IFRS financial measure and is therefore unaudited.
(4)
Working capital is calculated as current assets minus current liabilities. Working capital is not an IFRS financial measure and is therefore unaudited.
(5)
Net working capital is calculated as current assets (without cash and cash equivalents) minus current liabilities (without current financial liabilities
and current portion of bonds). Net working capital is not an IFRS financial measure and is therefore unaudited.
Selected data from the statements of cash flow
Net cash flow from operating activities ...................
Net cash flow from investing activities ...................
Net cash flow from financing activities ...................
Dec 31, 2013
(audited)
€ thousand
206,707
11,737
5,444
Financial year ended
Dec 31, 2012
(audited)
€ thousand
110,885
-108,275
-44,271
Dec 31, 2011
(audited) (restated)(1)
€ thousand
39,549
-125,983
29,682
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
Other Operating Data
Production Output (1) ...........................................
Order bookings (2) ...............................................
Order backlog (end of financial year) (2) .................
Dec 31, 2013
(unaudited)
€ thousand
3,439,092
4,656,370
4,590,617
_______________________
Financial year ended
Dec 31, 2012
(unaudited)
€ thousand
2,890,957
3,500,133
3,373,339
Dec 31, 2011
(unaudited)
€ thousand
2,905,634
3,220,880
2,764,163
(Source: Unaudited information of the Company)
(1)
Production Output is widely used in the construction industry and management believes that it is a useful measure for assessing the overall construction output of the PORR Group and other entities and consortia/joint ventures in which the PORR Group holds a direct or indirect interest. It is
important to note that Production Output is not an IFRS financial measure and is not designed to measure financial performance. Production Output should not be considered as an alternative to revenue as determined in accordance with IFRS. Production Output is not indicative of revenue.
There is no official definition of Production Output. Measures bearing the same or similar names disclosed by other construction companies or presented in industry reports and similar publications may be calculated differently. For more information, including a detailed definition and explanation see "Operating and Financial Review—Revenue and Production Output".
- 5-
(2)
Order bookings and order backlog are also widely used in the construction industry and management believes that they are a useful measure for
assessing the operating performance of the PORR Group. It is important to note that each of order bookings for a period and order backlog as of a
date is not an IFRS financial measure and is not designed to measure financial performance. Order bookings and order backlog are also not indicative of revenue or Production Output in the future. There is no official definition of order bookings or order backlog. Measures bearing the same or
similar names disclosed by other construction companies or presented in industry reports and similar publications may be calculated differently.
For more information, see "Operating and Financial Review—Order Backlog and Order Bookings".
B.8
Selected key pro forma financial information
Not applicable. No pro forma information is included.
B.9
Profit forecast and estimate
Not applicable. No profit forecasts and estimates are included.
B.10
Nature of any qualifications in the audit report
on the historical financial
information
Not applicable. No qualifications were made. Without limiting the unqualified audit opinion on the Consolidated Financial Statements 2011,
the auditors noted a breach of financial covenants and certain focusing
and consolidation measures set out in item 47 of the notes to the Consolidated Financial Statements 2011.
B.11
Insufficiency of the issuer's working capital for its
present requirements
Not applicable. Working capital is sufficient.
C – Securities
The Company is offering up to 2,645,000 no-par value ordinary bearer
shares, each with a calculated notional amount of €2.00 per share, to
be issued following a share capital increase from authorized capital (the
"Offer Shares"). Each Offer Share carries full dividend rights from, and
including, the financial year starting January 1, 2014. Until the Company's dividend ex-date for the financial year ended December 31, 2013,
which is scheduled to be May 26, 2014, the Offer Shares will have the
separate ISIN AT0000A17548. Only thereafter, commencing May 26,
2014, they will also have the International Securities Identification
Number (ISIN) for the Existing Shares, which is AT0000609607.
C.1
A description of the type
and the class of the securities being offered and/or
admitted to trading, including any security identification number
C.2
Currency of the securities
issue
The Offer Shares are denominated in euro.
C.3
The number of shares issued and fully paid and issued but not fully paid
As of the date of hereof and prior to the Offering, the Company's issued
and fully paid-in share capital amounts to €23,805,000, divided into
11,902,500 no-par value ordinary voting bearer shares, each with a
calculated notional amount of €2.00.
The par value per share,
or that the shares have
not par value
Assuming completion of the Offering and the issuance of all 2,645,000
Offer Shares, the Company's issued and fully paid-in share capital will
amount to €29,095,000, divided into 14,547,500 Shares, each representing a calculated notional amount of €2.00 of the share capital.
All Shares, including the Offer Shares, are issued under Austrian law.
The Company is not aware of any limitation to the rights of nonAustrians to own the Shares or to exercise voting rights in accordance
with the procedures described below.
C.4
A description of the rights
attached to the securities
Voting rights: Each Share, including each Offer Share, entitles its
holder to attend the shareholders' meeting and to one vote at the
shareholders' meeting.
Dividend rights: The Existing Shares carry full dividend rights from
the financial ended December 31, 2013. The Offer Shares will carry full
dividend rights from the financial year commencing on January 1, 2014.
At the annual shareholders' meeting, the shareholders decide, by resolution, based on the recommendation of the Company's managing
board, and the report of the Company's supervisory board, whether
dividends will be paid for any financial year and on the amount and timing of any such dividend payments. Unless the shareholders' meeting
resolves otherwise, dividends that are approved by the shareholders'
meeting are due and payable within twenty-one days of such meeting
- 6-
(unless the shareholders' meeting resolves otherwise) and will be distributed to the shareholders on a pro rata basis, based on the contributed capital. The net profits (Bilanzgewinn) of the Company are to be
distributed based on the Company's articles of association as follows:

first, an amount of €0.51 per profit participation right issued by
the Company (the "PORR Profit Participation Rights") and
any outstanding amounts payable to holders of PORR Profit
Participation Rights in respect of earlier financial years are distributed to the holders of profit participation rights;

subsequently, shareholders receive a corresponding amount
per Share; and

finally, any excess amount is to distributed among the holders
of PORR Profit Participation Rights and the shareholders based
on the ratio of the capital of the PORR Profit Participation
Rights to the share capital, unless the shareholders' meeting
determines another use (e.g., the shareholders' meeting may
decide that any excess net profits or parts thereof are excluded
from dividend distribution to retain profits).
Subscription rights: In principle, holders of the Shares have subscription rights (Bezugsrechte) allowing them to subscribe for any newly issued Shares (including securities convertible into shares, securities with
warrants to purchase shares, securities participation bonds or participation rights) or other securities convertible into Shares or having warrants to acquire Shares attaching to them in order to maintain their existing share in the share capital. Such subscription rights are in proportion to the number of Shares held by the shareholder. Shareholders
may waive their subscription rights.
Subscription rights in connection with a capital increase may be excluded by a resolution of 75% of the share capital present at the shareholders' meeting resolving upon the capital increase. Furthermore, in
the case of a shareholders' resolution resolving upon authorized capital,
the shareholders may, with a majority of 75% of the share capital present at the relevant shareholders' meeting, exclude the subscription
rights or authorize the managing board to exclude the shareholders'
subscription rights upon the issuance of authorized capital. There are
no subscription rights in the event of a share capital increase from conditional capital. Treasury shares held by or on behalf of the Company
are not entitled to subscription rights.
It is not considered an exclusion of subscription rights if new shares are
acquired by a credit institution, which undertakes to offer the new
shares to those persons who would otherwise have subscription rights.
The rights of the shareholders against such credit institution are fully
substituted for and are treated as being the subscription rights.
Pursuant to the Austrian Stock Corporation Act, the period for the exercise of subscription rights may not be less than two weeks. The managing board must publish a notice of the issue price and the commencement and duration of the exercise period in the Official Gazette. Shareholders are generally permitted to transfer their subscription rights.
In the context of the Offering, shareholders holding Existing Shares as
of 12:00 (midnight) Central European Time ("CET") on April 11, 2014
will be granted one subscription right for each Existing Share (the
"Subscription Rights"). During the subscription and offer period,
which will begin on April 14, 2014 and is expected to end on April 28,
2014 (the "Subscription and Offer Period"), each holder of Subscription Rights will be entitled to subscribe for 2 Offer Shares for every
9 Subscription Rights held. The Subscription and Offer Period may be
extended or terminated at any time. Subscription Rights not exercised
by the end of the Subscription and Offer Period will lapse without value
or compensation.
Liquidation proceeds: A resolution to dissolve the Company must be
approved by shareholders representing 80% of the share capital present at the relevant shareholders' meeting. If the Company is dissolved, any assets remaining after the discharge of liabilities will be dis-
- 7-
tributed to the holders of the PORR Profit Participation Rights and the
shareholders as follows:

first, the holders of PORR Profit Participation Rights receive any
profit shares for prior financial years not paid and outstanding
together with the pro rata share of each PORR Profit Participation Right in the capital of the PORR Profit Participation Rights
(currently €8 per PORR Profit Participation Right);

subsequently, the shareholders receive the calculated notional
amount per Share in the share capital (currently, €2 per
Share); and

any excess amount is to be distributed among the holders of
PORR Profit Participation Rights and the shareholders based on
the ratio of the capital of the PORR Profit Participation Rights to
the share capital.
C.5
A description of any restrictions on the free
transferability of the securities
Under the Austrian Stock Corporation Act and the Company's articles of
association, there are no restrictions on the free transferability of the
Shares, including the Offer Shares. International investors are requested to inform themselves of any potential non-Austrian regulatory restrictions applicable to them.
C.6
An indication as to whether the securities offered
are or will be the object of
an application for admission to trading on a regulated market and the identity of all the regulated
markets where the securities are or are to be traded
All 11,902,500 Existing Shares are listed on the Official Market
(Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) in the
Standard Market Continuous segment under the symbol "POS". The
Company will apply to list the Offer Shares on the Official Market
(Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) in the
Standard Market Continuous segment and the Offer Shares sold in the
Pre-placement are expected to trade on the Vienna Stock Exchange
(Wiener Börse) in the Standard Market Continuous segment commencing on or about April 14, 2014, and the Offer Shares sold in the Rights
Offering and the International Offering commencing on or about May 2,
2014.
C.7
A description of dividend
policy
Shareholders are entitled to an annual dividend declared in respect of
the Company's financial year. The payment and the amount of dividends on the Shares are subject to the approval of the shareholders at
the annual shareholders' meeting. In addition to the Shares, also the
PORR Profit Participation Rights are entitled to a share in the profits and
a preferred dividend of €0.51 per PORR Profit Participation Right, which
is to be paid when a dividend is paid also for earlier financial years for
which there has been no dividend distribution.
In respect of the financial year ended December 31, 2013, the Company's managing board has proposed a dividend of €1 per Existing Share
and €4 per PORR Profit Participation Right. A dividend resolution is to
be taken by the shareholders' meeting scheduled to take place on
May 22, 2014. The Offer Shares are not entitled to a dividend in respect of the financial year ended December 31, 2013.
The Company's policy is to recommend a dividend, which represents a
payout ratio of 30% to 50% of the consolidated profit for the period.
The timing and amount of such dividends, if any, will depend upon the
Company's future earnings and prospects, capital requirements and financial condition and such other factors, as the Company's managing
board and the Company's supervisory board consider relevant, as well
as the approval of shareholders. There can be no assurance that any
dividends will be paid or that, if paid, they will correspond to the policy
described above.
The Company's ability to pay dividends is determined based on its separate (unconsolidated) financial statements prepared in accordance
with Austrian GAAP. Dividends may only be declared and paid from the
net profits (Bilanzgewinn) recorded in the Company's separate (unconsolidated) annual financial statements as approved by the Company's
supervisory board.
D – Risks
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D.1
Key information on the key
risks that are specific to
the issuer or its industry
Risks Related to the Markets in which PORR Group operates

Economic conditions, in particular in German speaking countries as well as in Eastern Europe, affect demand for the PORR
Group's construction services and development projects or otherwise adversely affect the PORR Group.

The PORR Group's business is affected by the cyclical nature of
the construction industry and detrimental weather conditions.

The PORR Group operates in a competitive industry and may
not be able to compete successfully.

The economic success of major construction groups depends,
among other things, on large-scale projects.

The PORR Group may not be able to successfully manage its
foreign business activities.

The PORR Group is exposed to uncertainties associated with
the application of laws and regulations in Eastern European and
Middle Eastern countries.

Due to economic and/or political instability, the PORR Group
may cease its operations in countries outside of the European
Union.
Risk Factors in Connection with the Business of the PORR Group

The PORR Group may be adversely affected if it incorrectly estimates the costs of its projects

The PORR Group may be adversely affected if it fails to reduce
costs and optimize its operational risk management through
the PORR Group's fitforfuture optimization program or otherwise.

The PORR Group is exposed to risks associated with the development of real estate.

Risks associated with Build-Operate-Transfer Projects

The PORR Group's order backlog may not be a reliable indicator
of its future revenues or profit and is dominated by certain
larger projects.

Deviations of actual revenue and profits from estimates based
on the percentage-of-completion method of accounting for contract revenue may result in material adjustments and render
results across periods less comparable.

The PORR Group may be adversely affected by raw material
and energy shortages or price fluctuations.

The PORR Group is dependent on specific suppliers to deliver
its services in a timely manner.

The PORR Group is exposed to risks associated with the use of
subcontractors.

The PORR Group's business is dependent on a limited number
of customers, particularly from the public sector.

The PORR Group is exposed to risks associated with its involvement in consortia and joint ventures.

Failure to meet contractual deadlines or quality requirements
may negatively affect the PORR Group's business.

The internal controls employed by the PORR Group regarding
corruption and other illegal practices may prove to be inadequate and the PORR Group may be subject to penalties and
fines, damage claims and other sanctions.

The PORR Group is exposed to risks associated with antitrust
investigations.

The PORR Group may infringe on the intellectual property
rights of others or its own intellectual property right may be violated.

The PORR Group may not be able to recover on claims against
customers for payment; the nature of the construction business exposes the PORR Group to potential contract disputes
and liability claims.

The PORR Group is subject to tax risks and may be charged
with fines and penalties under applicable tax laws.

The PORR Group may be held liable for contaminated sites or
other environmental damages.

Failure to comply with laws and regulations in relation to the
PORR Group's business or changes in such laws or regulations
could have a material adverse effect on the PORR Group's
- 9-











business.
The PORR Group is exposed to risks related to the retention of
its senior management team and recruitment and retention of
other highly skilled employees.
The PORR Group may not be able to obtain financing on favorable terms.
The PORR Group's operational flexibility is impaired by restrictive covenants in its debt instruments.
The PORR Group is exposed to interest rate and exchange rate
risks.
The value of the PORR Group's real estate properties is subject
to fluctuations, and the PORR Group may not be able to sell real estate properties, in particular investment real estate properties as planned.
The valuation of the PORR Group's holdings is based on assumptions and estimates which may prove incorrect.
The valuation of the PORR Group's stone and gravel deposits is
based on assumptions and estimates which may prove incorrect.
Commitments under defined benefit pension plans or company
pension plans may cause unexpected financial burdens for the
PORR Group.
The PORR Group is not insured against all risks and its insurance may be insufficient to cover certain losses.
A failure to maintain and further develop appropriate risk management systems could adversely affect the PORR Group.
The PORR Group is subject to risks associated with the acquisition of other businesses.
Risks Relating to the PORR Group's Structure and its Shareholder Structure

A syndicate of the Ortner Group and Strauss Group controls
and, subsequent to the Offering, will continue to control the
Company and may act in their own interests, which could differ
from the interests of other shareholders.

Individual or coordinated actions by minority shareholders may
prevent the implementation of strategically important
measures.

The Company's ability to meet its obligations is limited by the
fact that it is a holding company.

Also the part of the profit participation rights issued by ABAP
Beteiligungs Holding GmbH which is currently stated in the
consolidated statement of financial position as equity capital
may have to be recognized as debt capital in the future. All
such profit participation rights are subject to a term-related interest step-up, the occurrence of which, if not waived, would
entail an increase in the funding costs.
D.3
Key information on the key
risks that are specific to
the securities
Risks Related to the Offering and the Shares

Any future equity offerings or offerings of instruments convertible into equity or any merger with another entity may dilute
investors’ shareholdings in the Company.

Future sales of Shares may negatively affect the Share price.

The market price of the Shares may be volatile and there is no
certainty that a liquid market in the Shares will develop.

In the event of the insolvency of the Company, the Company’s
shareholders could suffer a total loss in the value of their
Shares.

A suspension of trading in the Shares could adversely affect the
Share price.

Exchange rate fluctuations could adversely affect the value of
the Shares and any dividends paid on the Shares for an investor whose principal currency is not the euro.

If the underwriting agreement is terminated prior to the delivery of the Offer Shares, the Offer Shares will not or not fully be
delivered and investors who have made disposition on the expected delivery of the Offer Shares may suffer a loss.

Unexercised Subscription Rights will lapse without compensation and the interests of shareholders who elect not to partici-
- 10-
pate in the Offering will be diluted. International investors may
suffer dilution if they are unable to participate in the Offering.
E.1
The total net proceeds
and an estimate of the total expenses of the issue/offer, including estimated expenses charged
to the investor by the issuer or the offeror
E – Offer
This is an offering of up to 2,645,000 no-par value ordinary bearer
shares, each with a calculated notional amount of €2.00 of the registered share capital of the Company, which will be newly issued following
a share capital increase from authorized capital in two tranches (the
"Offer Shares").
The Company will receive the net proceeds from the Offering comprising
the gross proceeds from the sale of the Offer Shares less the commissions of the Underwriters and other Offering related expenses incurred
by the Company. The net proceeds the Company will receive from the
Offering depend on the actual number of Offer Shares sold, the final Offer Price, the commissions and the actual Offering related costs.
Assuming the issue of all 2,645,000 Offer Shares and an Offer Price of
€48, corresponding to the closing price of the Existing Shares on the Vienna Stock Exchange on April 8, 2014, the gross proceeds from the Offering would be €127.0 million. The Company estimates that its total
costs (including commissions of the Underwriters and capital contribution tax of 1% (Gesellschaftsteuer)), based on the assumed issue of all
2,645,000 Offer Shares at an Offer Price of €48, corresponding to the
closing price of the Existing Shares on the Vienna Stock Exchange on
April 8, 2014, will amount to approximately €5.5 million and, accordingly, expects to receive net proceeds from the Offering of approximately
€121.5 million.
E.2a
Reasons for the offer, use
of proceeds, estimated
net amount of the proceeds
The Company intends to use the net proceeds from the Offering to
strengthen its capital base. The Company intends to repay the ABAP
Profit Participation Rights (total nominal of €70 million) in full or in part
and use remaining proceeds to fund the increase in the volume of its
business operations based on its current order backlog as well as to
support certain accretive acquisitions in Home Markets on a selective
and opportunistic basis.
E.3
A description of the terms
and conditions of the offer
The Offering relates to up to 2,645,000 Offer Shares, which will be newly issued by the Company following a share capital increase from authorized capital in two tranches.
The Offering consists of (i) a non-public pre-placement of up to
2,164,138 Offer Shares, in relation to which certain shareholders of the
Company have waived their Subscription Rights, that will be initially offered in private placements to selected institutional investors outside the
United States in reliance on Regulation S under the Securities Act and
other applicable exemptions (the "Pre-placement"), followed by (ii) a
rights offering of the Offer Shares to the holders of Subscription Rights
(the "Rights Offering"). The Offer Shares which were not placed in the
Pre-placement and which are not subscribed for in the Rights Offering
will be offered in the "International Offering" consisting of (i) a public
offering to retail and institutional investors in Austria and (ii) private
placements outside Austria and the United States to selected institutional investors in reliance on Regulation S under the Securities Act and
other applicable exemptions.
The Subscription and Offer Period during which the existing shareholders of the Company and holders of Subscription Rights, as the case may
be, can exercise Subscription Rights and during which investors may offer to purchase Offer Shares in the International Offering will start on
April 14, 2014, and is expected to end on April 28, 2014, and may be
extended or terminated at any time.
The final subscription and offer price per Offer Share (the "Offer Price")
will be determined by the Company in consultation with the Joint Lead
Managers based on the outcome of the bookbuilding procedure in the
Pre-placement at or below the maximum subscription and offer price,
- 11-
which has been set at €60 per Offer Share, and taking into account the
price of the Existing Shares on the Vienna Stock Exchange prevailing at
the time of pricing and is expected to be announced and published, including by way of an ad-hoc announcement, on or about April 10, 2014
and by short notice in the Official Gazette (Amtsblatt zur Wiener
Zeitung) shortly thereafter, and will be deposited with the FMA in accordance with the Capital Markets Act. The Offer Price will be identical in
the Pre-placement, the Rights Offering and the International Offering.
Pre-placement: In the Pre-placement, a total of up to 2,164,138 Offer
Shares, or 81.8% of the total number of the Offer Shares, will be initially offered in private placements to selected institutional investors in
Austria and outside of Austria and outside the United States in reliance
on Regulation S under the Securities Act and other applicable exemptions. In relation to these up to 2,164,138 Offer Shares, certain shareholders, including the Ortner-Strauss Syndicate and Renaissance Construction AG, have undertaken vis-à-vis the Company and the Joint Lead
Managers to waive their Subscription Rights. The Pre-placement is expected to take place from April 9, 2014 to April 10, 2014, subject to extension or early termination at any time. The Pre-placement will take
the form of a bookbuilding procedure. No investor or class of investors
will receive preferential treatment in respect of allocations in the Preplacement.
Rights Offering: Holders of the Company's Existing Shares, holding
Existing Shares as of 24:00 (midnight) CET on the April 11, 2014 the
"Record Date") will be granted one Subscription Right for each Existing
Share. Every 9 Subscription Rights entitle their holder to subscribe for
2 Offer Shares (the "Subscription Ratio"). Shareholders who do not
hold at least 9 Subscription Rights or a multiple thereof will not be able
to exercise their Subscription Rights in full. Subscription Rights are
freely transferable and will not be traded. The Subscription Rights bear
the ISIN AT0000A174R9.
The exercise of Subscription Rights by holders of Subscription Rights is
irrevocable and cannot be annulled, modified, cancelled or revoked.
Subscription Rights not duly exercised by the end of the Subscription
and Offer Period will expire without value. If a holder of Subscription
Rights submits an invalid subscription or the Rights Offering is terminated, claims with respect to bank fees and other investor costs incurred in
connection with the subscription will be governed by the contractual relationship between such investor and the financial institution to which
they submitted their subscription instruction.
International Offering: The Offer Shares which were not placed in the
Pre-placement and which are not subscribed for in the Rights Offering
will be offered in the International Offering which consists of (i) a public
offering to retail and institutional investors in Austria and (ii) a nonpublic offering outside Austria and the United States to selected institutional investors in reliance on Regulation S under the Securities Act and
other applicable exemptions.
The definitive number of Offer Shares available for sale in the International Offering will be determined after expiry of the Subscription and
Offer Period. Prospective investors seeking to purchase Offer Shares in
the International Offering can submit their offers to purchase Offer
Shares during the Subscription and Offer Period.
There will be no minimum and no maximum number of Offer Shares for
which purchase orders may be submitted by prospective investors in the
International Offering, whether expressed as a number of Offer Shares
or an amount in Euro. Multiple purchase orders will be accepted. Prospective investors in the International Offering may withdraw any purchase orders placed until the end of the Subscription and Offer Period.
No investor or class of investors will receive preferential treatment in respect of allocations in the International Offering, save for members of
the Ortner-Strauss Syndicate, a member of the Supervisory Board and
holders of PORR Profit Participation Rights as set out below.
- 12-
The Company has 49,800 PORR Profit Participation Rights outstanding.
The PORR Profit Participation Rights are listed on the unregulated third
market of the Vienna Stock Exchange under International Securities
Number (ISIN) AT0000609664. In case of a share capital increase the
holders of PORR Profit Participation Rights are entitled to dilution protection by measures at the discretion of the Company. In the context of the
Offering, the Company has decided to provide dilution protection to
holders of PORR Profit Participation Rights by means of granting them
for each PORR Profit Participation Right held as of 24:00 (midnight) CET
on the Record Date (April 11, 2014) a dilution protection right (the "Dilution Protection Rights"), whereby every 9 Dilution Protection Rights
entitle their holder to subscribe for 8 Offer Shares at the Offer Price in
the International Offering. Dilution Protection Rights are freely transferrable and will not be traded. The exercise of Dilution Protection Rights
by holders is irrevocable and cannot be annulled, modified, cancelled or
revoked. Dilution Protection Rights not duly exercised by the end of the
Subscription and Offer Period will expire without value. If a holder of Dilution Protection Rights submits an invalid subscription or the International Offering is terminated, claims with respect to bank fees and other
investor costs incurred in connection with the subscription will be governed by the contractual relationship between such investor and the financial institution to which they submitted their subscription instruction.
The Dilution Protection Rights bear the ISIN AT0000A174S7.
Participation of Principal Shareholders in the Offering: Prior to the
Offering, the Ortner-Strauss Syndicate holds 68.2% of the Existing
Shares. To facilitate the Pre-placement and the preferred allocation to
holders of Dilution Protection Rights, certain shareholders, including the
Ortner-Strauss Syndicate and Renaissance Construction AG, have undertaken vis-à-vis the Company and the Joint Lead Managers to waive
their Subscription Rights for total 9,774,709 Existing Shares held. Members of the Ortner-Strauss Syndicate undertook with the Company and
the Joint Lead Managers that they will place orders to (indirectly) subscribe for €1.5 million in Offer Shares in the International Offering and
the Company agreed to allocate such orders in full, subject to sufficient
Offer Shares being available following the Pre-placement and the Rights
Offering and considering the Dilution Protection Rights. Susanne Weiss
indicated to the Company to place an order to (indirectly) subscribe for
€0.5 million in Offer Shares in the International Offering and the Company agreed to allocate such order in full, subject to sufficient Offer
Shares being available following the Pre-placement and the Rights Offering and considering the Dilution Protection Rights.
Termination of the Offering: The Offering may be terminated, suspended or extended at the absolute discretion of the Company and the
Joint Lead Managers at any time. The Pre-placement is subject to the
registration of the capital increase in relation to the Offer Shares placed
in the Pre-placement with the companies' register (Firmenbuch). The
Rights Offering and the International Offering are subject to the registration of the capital increase in relation to the Offer Shares for which
Subscription Rights have been exercised in the Rights Offering or which
have been placed the International Offering with the companies' register
(Firmenbuch).
In the event of termination prior to the settlement on the First Closing
Date, all purchase orders placed in the Pre-placement will become void.
In the event of termination after the First Closing Date and prior to the
settlement on the Second Closing Date, the occurrence of the settlement on the First Closing Date will remain unaffected thereby. In the
event of termination after the First Settlement Date, any exercise of
Subscription Rights for Offer Shares at the Offer Price would remain valid and such Offer Shares would nevertheless be delivered on the Second
Closing Date. However, subject to the terms of the underwriting agreement between the Company and the Underwriters (the "Underwriting
Agreement" and subject to investors refusing to accept delivery of Offer Shares placed in the International Offering against payment of the
Offer Price, the number of Offer Shares placed in the International Offering to be issued on the Second Closing Date could be reduced or such
shares could be sold at a price below the Offer Price, in which case the
- 13-
proceeds received by the Company would be lower than anticipated. In
such an event, investors who purchased Offer Shares in the Preplacement and whose Offer Shares were delivered on the First Closing
Date or exercised Subscription Rights for Offer Shares in the Rights Offering could suffer significant economic dilution. The Subscription Ratio
will be maintained despite any reduction of the number of Offer Shares
allocated in the Pre-placement or in the International Offering. Accordingly, the participation of Shareholders and holders of Subscription
Rights exercising their Subscription Rights will increase if less than
2,645,000 Offer Shares are issued. Holders of Subscription Rights wishing to exercise Subscription Rights are, therefore, requested to inform
themselves of any consequences resulting from an increase of their participation in the Company's share capital.
Form, delivery and settlement: The Offer Shares purchased or subscribed in the Offering will be represented by one or more modifiable
global certificates (veränderbare Sammelurkunden), which will be deposited with OeKB, Am Hof 4, A-1010 Vienna, Austria. Delivery of the
Offer Shares against payment of the Offer Price is expected to take
place through the book-entry facilities of OeKB, Euroclear and
Clearstream. Offer Shares that are allocated in the Pre-placement are
expected to be delivered against payment of the Offer Price on or about
April 15, 2014 (the "First Closing Date"). Offer Shares that are allocated in the Rights Offering and in the International Offering are expected to be delivered against payment of the Offer Price on or about
May 5, 2014 (the "Second Closing Date").
Admission to the Vienna Stock Exchange: Application will be made
to list the Offer Shares on the Official Market of the Vienna Stock Exchange, where the Existing Shares are already admitted to trading. Subject to approval by the Vienna Stock Exchange, trading on the Vienna
Stock Exchange in the Standard Market Continuous segment in relation
to (i) the Offer Shares to be delivered on the First Closing Date is expected to commence on or about April 14, 2014, and (ii) the Offer
Shares to be delivered on the Second Closing Date is expected to commence on or about May 2, 2014.
E.4
A description of any interest that is material to the
issue/offer including conflicting interests
Joh. Berenberg, Gossler & Co. KG, Erste Group Bank AG and Raiffeisen
Centrobank AG (together, the "Joint Lead Managers") and Baader
Bank AG (together with the Joint Lead Managers, the "Underwriters")
have entered into a contractual relationship with the Company in connection with the Offering. Upon completion of the Offering, the Underwriters will receive a commission. In connection with the Offering, the
Underwriters and their respective affiliated companies will be able to acquire Offer Shares for their own accounts and hold, purchase or sell for
their own accounts and can also offer or sell these Shares outside of the
Offering. The Underwriters do not intend to disclose the scope of such
investments or transactions if not required by law.
The Underwriters and/or their respective affiliates have provided, currently provide or may provide in the future various investment banking,
commercial banking, financial advisory and/or similar services to companies of the PORR Group on a regular basis, and maintain normal business relationships with the companies of the PORR Group in their capacity as credit institutions or as lenders under credit and/or guarantee facilities, for which they have received and may continue to receive customary fees and expenses. All investment, consulting and financial
transactions with the Underwriters are conducted on an arm’s length basis. The proceeds from the issue of the Offer Shares can be used for the
repayment of credit-type products extended by the Underwriters to the
Company and the PORR Group.
E.5
Name of the person or
entity offering to sell the
security
The Offer Shares are offered by the Underwriters, namely Joh.
Berenberg, Gossler & Co. KG, Erste Group Bank AG and Raiffeisen
Centrobank AG and Baader Bank AG.
Lock-up agreement: the
parties involved; and indi-
The Company and the Underwriters agreed to a customary lock-up in
the Underwriting Agreement for a period of six months following the first
- 14-
E.6
cation of the period of the
lock-up
trading date of the Offer Shares. Similarly, the Ortner-Strauss Syndicate
and the Underwriters agreed to a customary lock-up of six months following the first trading date of the Offer Shares in a separate agreement.
The amount and percentage of immediate dilution
resulting from the offer.
In case of a subscription
offer to the existing equity holders, the amount
and percentage of immediate dilution if they do
not subscribe to the new
offer.
Assuming the issue of all 2,645,000 Offer Shares in this Offering at an
assumed Offer Price of €48 per Offer Share, corresponding to the closing
price of the Existing Shares on the Vienna Stock Exchange on
April 8, 2014, the PORR Group's net assets attributable to shareholders
as of December 31, 2013 (i.e., excluding non-controlling interests and
profit participation rights of subsidiaries and as adjusted for treasury
shares and the PORR Profit Participation Rights) would have been approximately €422.1 million, or €28.6 per Share, based on adjusted
14,746,700 Shares (14,547,500 Shares outstanding adjusted for the
PORR Profit Participation Rights), after deducting the commissions payable to the Underwriters and other Offering related expenses incurred by
the PORR Group. This represents an immediate increase of approximately €3.8 or approximately 15.2% in the net assets per Share for existing shareholders not participating in the Offering and an immediate
decrease of approximately €19.4 or approximately 40.4% in the net assets per Share for investors purchasing Offer Shares in the Offering. Dilution per Offer Share to new investors is determined by subtracting the
net assets per Share after the Offering from the Offer Price paid by an
investor.
Each investor should be aware that the above calculation is based on an
Offer Price of €48 per Offer Share, corresponding to the closing price of
the Existing Shares on the Vienna Stock Exchange on April 8, 2014. The
actual dilution will be determined on the basis of the actual net proceeds
based on the Offer Price, which will be determined in accordance with
the following formula: (final number of Offer Shares issued) x (Offer
Price) - €5.5 million (amount of expenses in connection with the Offering payable by PORR Group).
E.7
Estimated
expenses
charged to the investor by
the issuer or the offeror.
Not applicable. Investors will not be charged with expenses by the Company or the Underwriters. Investors may be charged with customary
banking fees by their depository bank. Investors are requested to inform
themselves about these costs.
- 15-
RISK FACTORS
Any investor should carefully consider the following risk factors in evaluating the PORR Group’s business
and an investment in the Offer Shares. The Company considers the risks described below to be the most
material risks relating to the Shares and the Company. The risks set out below might turn out not to be
complete or prove not to be exhaustive. In addition to these risks, there may be risks that the Company
does not yet know of or that the Company currently thinks are immaterial to its business. The order in which
the risk factors are presented below is not an indication of the likelihood of their occurrence or their relative
significance. If any of the following risks occur, individually or together with other circumstances, the PORR
Group's business, results of operations, cash flows or financial condition could be materially adversely affected, the value or trading price of the Shares could decline and investors could lose all or parts of their investment.
Risks Related to the Markets in which PORR Group operates
Economic conditions, in particular in German speaking countries as well as in Eastern Europe, affect demand for the PORR Group's construction services and development projects or otherwise
adversely affect the PORR Group.
PORR Group's results of operations are materially affected by economic conditions, in particular in its
home markets Austria, Germany, Switzerland, Poland and the Czech Republic (the "Home Markets"). In
particular, the construction industry in which the PORR Group operates is affected by levels of interest rates,
amount of liquidity and credit available in an economy, as well as government policies on taxes and spending, all of which affect demand for residential and nonresidential structures.
A substantial part of the PORR Group's customers are governments or public-sector institutions, specifically in German speaking countries, but also in Eastern Europe. Public-sector austerity measures and budget
constraints due to the recent economic downturn in Europe which lasted until 2013, coupled with limited
availability of long-term financing, have generated economic uncertainty which adversely affects privateand public-sector investments in the development of large-scale infrastructure and real estate projects.
Should the PORR Group's key governmental customers choose to postpone or suspend new investments, or
delay or cancel the execution of existing projects, as a result of deteriorating economic conditions, new austerity measures or otherwise, demand for the PORR Group's construction services and development projects
would decline. In addition, financial difficulties suffered by the PORR Group's customers, joint venture and
consortia partners, subcontractors or suppliers due to general economic conditions or liquidity constraints
have resulted and could continue to result in payment delays or defaults, or increase the PORR Group's
costs or adversely impact its project execution.
Accordingly, unfavorable economic developments specifically in German speaking countries as well as in
Eastern Europe, such as declines in government revenues, decisions to reduce public spending or increases
in taxes, as well as any other of the aforementioned risks could have a material adverse effect on the business prospects, results of operations and financial condition of the PORR Group.
The PORR Group's business is affected by the cyclical nature of the construction industry and
detrimental weather conditions.
The construction industry is highly cyclical by nature, both depending on economic cycles and seasonal
cycles.
The demand for the PORR Group's products and services reflects such cyclicality and can be significantly
reduced in an economic environment characterized by higher unemployment, lower consumer spending,
lower corporate earnings and lower levels of government and business investment. A prolonged period of
slow growth may also reduce demand for PORR Group's products and services. The level of investments by
the public and private sector is determined by general economic conditions. The cyclical nature of the industry in which the PORR Group operates can be particularly problematic for a construction company as it is difficult to reduce fixed costs quickly in response to an economic slowdown. As a result, demand for construction can decrease at a more rapid pace than the PORR Group's ability to cut costs.
The construction industry's output also depends on weather conditions. Since the PORR Group primarily
operates in Austria, Germany, Switzerland, Poland and the Czech Republic, its construction activities are
scaled down in the winter period as all of these countries usually experience frost and in many areas also
snow during the winter. As a result, the PORR Group's operating costs exceed its revenues during such period and can be impacted particularly by a strong and long lasting winter season. The PORR Group's projects
may also be exposed to detrimental weather conditions outside the winter period such as heat waves in the
summer or large scale flooding. Prolonged negative weather conditions may have a negative impact on the
PORR Group's liquidity and credit standing and therefore have a material adverse effect on the PORR
Group's business prospects, results of operations and financial condition.
- 16-
The PORR Group operates in a competitive industry and may not be able to compete successfully.
The construction industry is a highly competitive industry with comparatively low margins in particular
in saturated markets. The PORR Group is under pressure in terms of pricing its services and negotiating its
contractual terms (e.g., more restrictive warranties or more relaxed payment conditions for customers). In
some countries, including the PORR Group's most important market Austria, increased competition has led
to a market consolidation and the creation of pan-European construction groups. Based on their economies
of scale, such groups pursue aggressive pricing policies which make it difficult for smaller competitors to win
contracts and remain profitable. The PORR Group is not among the largest construction companies in Europe
and may therefore not adequately compete with larger competitors. In order to adequately compete with
larger construction companies, the PORR Group must succeed in growing its business, improve its competitiveness, particularly in terms of cost efficiency of its construction techniques. If the PORR Group fails to become more cost efficient or grow at an adequate pace, its ability to compete successfully may be negatively
affected. The PORR Group may also not compete successfully with local smaller construction companies.
Each of the aforementioned risks could have a material adverse effect on the business prospects, results of
operations and financial condition of the PORR Group.
The economic success of major construction groups depends, among other things, on large-scale
projects.
In addition to variable costs, such as construction material costs and, to some extent, labor costs, major
construction firms tend to incur considerable fixed costs relating to their construction machinery and research and development activities. Compared to small-scale projects, larger construction projects, such as
the railway construction project "Stuttgart Ulm", which enhances the railway connection between Stuttgart
and Ulm and in which the PORR Group is involved, or the "Green Line" construction project for a new subway line in Doha, Qatar, which consists of the construction of a double tunnel tube including six metro stations over a five year construction period and in which the PORR Group is involved with local partners, enable construction firms to be more efficient in terms of their variable costs and cover larger amount of their
fixed costs. In addition, large-scale projects are characterized by a high degree of capacity utilization of construction machinery and a high return on investments in research and development and generally also involve longer time scales, thus reducing the exposure to cyclical factors to which a construction company is
exposed. The PORR Group may be unable to compete for critical large-scale projects effectively. If the PORR
Group does not obtain sufficient large-scale projects, this could have a material adverse effect on its business prospects, results of operations and financial condition of the PORR Group.
The PORR Group may not be able to successfully manage its foreign business activities.
The PORR Group is active in a number of European countries, in particular Austria, Germany, Switzerland, Poland and the Czech Republic. In each of these countries, the PORR Group is exposed to a different
legal, political and macro-economic environment. For example, foreign business operations expose the PORR
Group to the risk of non-compliance with local tax, employment, and administrative laws (including applicable construction regulations, as well as environmental, safety and occupational health standards). The PORR
Group usually relies on local suppliers and subcontractors for obtaining local permits and licenses and complying with applicable local laws. If the local suppliers and subcontractors do not perform as expected, the
Group may be directly or indirectly responsible for absence of, or non-compliance with, such permits or licenses.
The PORR Group's business abroad is also subject to challenges such as potential favoritism towards local competitors, a lack of transparency in bidding processes, arbitrary application of the law by local law enforcement authorities, regulatory bodies or courts, corruption, terrorism and organized crime. Moreover, in
some countries outside of the European Union, the PORR Group is exposed to the risk that restrictions may
be imposed on the free transfer of funds generated in these countries.
Recently, the PORR Group has also expanded its business into Qatar, where it won, together with local
joint venture partners, a tender for a construction project for a new subway line in Doha, Qatar. Besides Qatar, the PORR Group strives to expand its business to Saudi Arabia. In this region of the Middle East, namely
in Qatar and Saudi Arabia, the PORR Group focuses on the selective acquisition of large-scale infrastructure
projects. In countries such as Qatar and Saudi Arabia, there is, in addition to the aforementioned risks that
the PORR Group faces when doing business abroad, a risk that the PORR Group will not be able to implement its business model, considering cultural differences and geographical remoteness of these countries.
Each of the above described factors could have a negative impact on the PORR Group's local operations
in these countries. Therefore, such risks could have a material adverse effect on the PORR Group's business
prospects, results of operations and financial condition.
The PORR Group is exposed to uncertainties associated with the application of laws and regulations in Eastern European and Middle Eastern countries.
The PORR Group generates a material part of its revenue from projects in Eastern European countries as
well as the Middle East, namely Qatar, and expects to generate revenues also from Saudi Arabia in the near
future. In spite of the unstable legal environment in some of these countries, the PORR Group's operations
- 17-
must comply with a number of their laws and regulations, including relating to construction, environmental,
health and safety standards. In addition, the PORR Group is subject to tax laws of these countries. Although
the cost of non-compliance with such laws and regulations may be substantial, their application and interpretation by the relevant authorities are often unpredictable and inconsistent. The PORR Group is therefore
exposed to the risk that it may fail to comply with applicable local laws. Under these circumstances, it is also
difficult to make estimates of potential compliance costs or do any tax planning. Any failure by the PORR
Group to comply with, or any changes of, applicable laws and regulations or their interpretation could result
in delays, increase the cost of ongoing projects or expose the PORR Group to penalties, fines, criminal prosecutions, civil claims or other unforeseen costs. Should any of these risks materialize, this could have a material adverse effect on the PORR Group's business prospects, results of operations and financial condition.
Due to economic and/or political instability, the PORR Group may cease its operations in countries outside of the European Union.
The PORR Group's operational presence in individual countries outside of the European Union depends
on the attractiveness of such countries with high infrastructure demand. This attractiveness is, in particular,
determined by the economic growth and political stability of these countries. Many countries outside of the
European Union in which the PORR Group operates have suffered significant economic, political or social crisis in the past, and these events may occur again in the future. In addition, the PORR Group's current and
potential future activities in Qatar and Saudi Arabia are exposed to the risk that the local economies, which
heavily suffered from the recent global financial crisis, will not recover to such an extent that they will be
able to generate additional demand for new infrastructure. The PORR Group's presence in these countries
also depends on the security situation in the entire Middle East region. Should the demand for infrastructure
in countries outside of the European Union, in which the PORR Group currently operates, not develop satisfactorily, the PORR Group may have to cease its further operations in such countries. As a result, the PORR
Group may incur financial losses, which could have a material adverse effect on its business prospects, results of operations and financial condition.
Risk Factors in Connection with the Business of the PORR Group
The PORR Group may be adversely affected if it incorrectly estimates the costs of its projects
In the construction industry, major projects are generally awarded in competitive bidding. In bidding
processes, the contract price is set on the date a bid is awarded and usually cannot be subsequently altered.
For these contracts, the PORR Group bears the risk of paying some, if not all, of any cost overruns. Project
calculation, in which the PORR Group estimates the expected costs associated with the project, are based
upon specific assumptions and subject to a number of uncertainties, such as (i) difficulties in performance of
the PORR Group's subcontractors, suppliers, or other third parties, (ii) difficulties in obtaining permits or approvals, (iii) unanticipated technical problems, unforeseen increases in the cost of inputs, components,
equipment, labor, or the inability to obtain these on a timely basis, (iv) delays caused by weather conditions, (v) incorrect assumptions related to productivity or scheduling estimates, and (vi) project modifications that create unanticipated costs or delays. If the PORR Group fails to estimate accurately the resources
and time required to complete a project, it may not be able to obtain compensation for additional work performed or expenses incurred, and its profitability will suffer. As a result, each of the aforementioned risks
could have a material adverse effect on the business prospects, results of operations and financial condition
of the PORR Group.
The PORR Group may be adversely affected if it fails to reduce costs and optimize its operational
risk management through the PORR Group's fitforfuture optimization program or otherwise.
Accurate project calculation and risk assessment in the bidding phase and efficient risk management
during a project's implementation have a material effect on the PORR Group's results of operations and are
key factors for the profitability of the construction projects implemented by the PORR Group. In April 2012,
the Company initiated fitforfuture, a cost reduction and optimization program with the objective to improve
operating profitability over a period of three years. fitforfuture spans all of the PORR Group's business units,
regional organizations as well as headquarter. The scope of the program includes reduction of operating expenditures, including staff expenditure as well as indirect and direct spending, optimization of capital expenditures, improvement of construction equipment utilization, optimization of the PORR Group's organizational structure, streamlining of processes and the introduction of comprehensive operational risk management. As a part of this program, a shared service center was created which acts as a central service provider for the entire PORR Group. This aims at ensuring that all units of the PORR Group have access to the
same standards in accounting, financing, controlling, legal affairs and IT. Similarly, the PORR Group is centralizing purchases of raw materials, services, energy and construction equipment to benefit from economies
of scale. However, the PORR Group may not be able to successfully implement the fitforfuture optimization
program in the envisaged time frame or at all, or to put in place alternate structures to adequately address
the objectives of the fitforfuture optimization program in a different way. If the PORR Group fails to reduce
costs, improve efficiencies and optimize its operational risk management through the PORR Group's
fitforfuture optimization program or otherwise, its profitability may not improve or will even suffer. As a result, this could have a material adverse effect on the PORR Group's business prospects, results of operations
and financial condition.
- 18-
The PORR Group is exposed to risks associated with the development of real estate.
The PORR Group operates as a project developer in Austria and Germany. Its development projects include office, hotels, logistics, residential, commercial and public buildings. As a project developer, the PORR
Group is responsible for the construction, financing and operation of a project facility until such project facility is sold to a third party. Project development exposes the PORR Group to a variety of risks, which differ
from the risks usually associated with purely construction related activities. Such risks include additional
planning and financial risks as well as fluctuations in sale prices, and if the development project is not immediately sold to a third party investor, the PORR Group may also be exposed to commercial risks from the
operation of a project facility. If the PORR Group fails to achieve sufficient rental income from a developed
project following its completion, this may affect the PORR Group's possibilities to sell the developed projects
as planned. As a result, the PORR Group may be forced to decrease the sale prices of such projects and/or
incur additional financing costs while maintaining a project asset as investment property on its balance
sheet.
In addition, the PORR Group may be exposed to environmental risks in relation to real estate projects
that it develops and liability for contamination resulting not only from its own activities, but also from historical activities carried out by others on the development sites. Environmental issues in relation to the PORR
Group's development projects could subject the PORR Group to substantial fines and penalties, clean-up obligations and costs, third-party property damage or personal injury claims as well as to reputational damage, and affect the PORR Group's possibilities to sell the developed projects as planned.
Each of the aforementioned risks could have a material adverse effect on the business prospects, results
of operations and financial condition of the PORR Group.
Risks associated with Build-Operate-Transfer Projects
The PORR Group has engaged, and may continue to engage, in build-operate-transfer ("BOT") projects,
which are typical for larger infrastructure and certain other construction projects. The PORR Group is therefore subject to risks associated with BOT projects. A BOT project is a type of project, which is based on the
granting of a concession by a government to an entity which is responsible for the construction, financing
and operation of the project facility over a specified time period before finally transferring the facility to the
government that granted the concession. A distinguishing feature of BOT projects is that repayment of the
capital provided depends particularly on the revenues generated by the project facility after its completion
over the term of the concession. Forecasting of the financial viability of BOT projects is difficult because such
projects are characterized by long construction and operating periods, coupled with high and often irregular
(e.g., due to maintenance requirements) capital outlays. The PORR Group's assumptions underlying its bid
for a BOT project, are subject to a number of uncertainties, such as the length of the concession, the
amount of projected revenues, cash flows and debt service costs. Therefore, the assumptions may turn out
to be inaccurate in the future. As a result, the returns generated by a project may be lower than expected.
This could have a material adverse effect on the results of operations and financial condition of the PORR
Group.
The PORR Group's order backlog may not be a reliable indicator of its future revenues or profit
and is dominated by certain larger projects.
The PORR Group's order backlog includes projects for which contracts have been signed or awarded and
for which a customer has secured the funding. However, even such projects, which are at an advanced level
of implementation, remain at a risk that they are cancelled or will not generate planned revenues for the
PORR Group. Usually, the PORR Group is entitled to compensation in the event that a project is cancelled or
delayed. This compensation generally does not cover all profits that a project is expected to yield and in
some instances may not even be enough to cover all costs incurred. In particular, the PORR Group's current
order backlog is dominated by certain larger projects. As a consequence , if any of those larger projects
would be changed or cancelled, the PORR Group's order backlog could significantly change. As a result, cancellation, scope adjustments or deferrals of projects could have a material adverse effect on the results of
operations and financial condition of the PORR Group.
Deviations of actual revenue and profits from estimates based on the percentage-of-completion
method of accounting for contract revenue may result in material adjustments and render results
across periods less comparable.
The PORR Group accounts for contract revenue using the percentage-of-completion method. Under this
method, for any given period, revenue is recognized for a construction project in an amount determined by
multiplying the percentage of completion of the relevant project with the total estimated revenue for the
contract. Estimated contract losses are recognized in full when determined, i.e., when it is probable that total contract costs will exceed total contract revenue. Contract revenue and total cost estimates are reviewed
and revised on a regular basis, as work progresses and as change orders are approved, and adjustments are
reflected accordingly. The actual outcome of a construction project and thus the revenues and profits actually attained may deviate from previous estimates and projections. If the number and amount of such deviations is material, this may have a material adverse effect on the business, results of operations and financial
condition of the PORR Group.
- 19-
The PORR Group may be adversely affected by raw material and energy shortages or price fluctuations.
The primary raw materials the PORR Group uses in its construction activities are steel, cement, bitumen
and gravel. In addition, the Group's business activities require a considerable amount of energy such as diesel. The PORR Group is therefore subject to availability and fluctuations in the prices of these raw materials
and energy. The unavailability of such raw materials or energy, at recoverable costs, may also result in delays of the PORR Group' construction works. The price of the raw materials and energy fluctuates with market conditions and may be highly volatile, and its fluctuations are difficult to anticipate. For each project, the
PORR Group enters into hedging transactions for part of its diesel requirements. In terms of steel, the PORR
Group has introduced a monitoring system, while bitumen purchasing has been centralized. The price risk
associated with such raw materials used in the PORR Group's business is typically covered by using longterm supply agreements, absent liquid derivative markets for such raw materials. To the extent, or during
the period, that the PORR Group is not able to pass on increased raw material and energy costs to its customers, any increase in the PORR Group's raw material and energy costs that is not covered by hedging
may have a material adverse effect on the results of operations and financial condition of the PORR Group.
The PORR Group owns reserves of ballast, gravel and hard stone. These reserves are primarily used to
cover construction needs of the PORR Group, although they are also sometimes sold to third parties. If there
is a disruption or unscheduled reduction in supply from these reserves due to, amongst others, an unexpected decline in amount of these reserves, mining machinery failure or compliance with environmental requirements, the PORR Group may be forced to acquire the respective materials from external suppliers on
less favorable terms. Each of the aforementioned risks could have a material adverse effect on the results of
operations and financial condition of the PORR Group.
The PORR Group is dependent on specific suppliers to deliver its services in a timely manner.
The PORR Group relies on third-party suppliers to provide building components, equipment and spare
parts used for its projects. Some equipment, such as tunnel drilling machinery, is sourced from specific suppliers who are difficult to replace. In addition, products manufactured specifically for the PORR Group require
up to 15 months for delivery. If such critical suppliers of PORR Group are unable to deliver equipment, or
are unable to do so in a reasonable period, the PORR Group's ability to meet its contractual obligations for
certain projects may be impaired and the PORR Group may face penalty payments and potential reputational loss. Each of the aforementioned risks could have a material adverse effect on the business prospects, results of operations and financial condition of the PORR Group.
The PORR Group is exposed to risks associated with the use of subcontractors.
A portion of the work performed in the PORR Group's projects is performed by third party subcontractors. As a result, if a subcontractor fails to provide timely or adequate services, as required under the contract with the PORR Group, the PORR Group may be required to source such services at a higher price than
anticipated. Furthermore, should such alternative sourcing not be available in time, the PORR Group may fail
to meet its obligations to complete construction works in the required quality and/or time. Upon such a
breach of its contractual obligations, the PORR Group may face contractual penalties or even suspension
from the project. An indemnification agreed with a subcontractor to cover any failure in performing its obligations by such subcontractor may not fully cover the PORR Group's financial losses and/or may not be collectible from the relevant subcontractor. These risks may be intensified when subcontractors experience financial difficulties, lack the financing to fund their operations or even become insolvent. Any of such problems in relation to subcontractors could have a material adverse effect on the business prospects, results of
operations and financial condition of the PORR Group
The PORR Group's business is dependent on a limited number of customers, particularly from the
public sector.
Contracts with public sector customers represent a significant portion of the PORR Group's revenue and
Production Output. Since the number of potential customers in the public sector is limited, the PORR Group
is dependent on certain public sector customers. Public sector projects are subject to a range of political objectives and budget constraints. In addition, the awarding of public contracts is subject to lengthy and costly
bidding procedures, which may be characterized by a lack of transparency, preferred treatment of certain
bidders or even corruption. Moreover, public sector projects are dependent on governments' and local public
authorities' programs and funding policies with respect to infrastructure investments. In some European Union member states, public infrastructure projects are subject to the availability of EU funding. As a result,
the PORR Group's inability to obtain new public sector contracts, as well as changes in infrastructure development policies, or delays in the awarding of major projects or postponement of previously awarded projects could have a material adverse effect on the business prospects, results of operations and financial condition of the PORR Group.
- 20-
The PORR Group is exposed to risks associated with its involvement in consortia and joint ventures.
In the construction industry, consortia of various construction companies are often formed in relation to
a project in order to distribute the project contributions and risks among the partners of the applicable consortia. The PORR Group's subsidiaries which are specialized in civil engineering, building construction and
road construction regularly join with unaffiliated third parties to form consortia or other forms of joint ventures. Under applicable laws, each party to a consortium is jointly and severally liable for the construction
work to be provided and all associated liabilities of any other party to the consortium. In relation to third
parties, the PORR Group is therefore liable for damages caused by any other party to a consortium. When a
partner leaves a consortium, especially if due to insolvency, there is a particular risk for the other partners.
Should any of the risks associated with the involvement in consortia or other joint ventures materialize, this
could have a material adverse effect on the business prospects, results of operations and financial condition
of the PORR Group.
Failure to meet contractual deadlines or quality requirements may negatively affect the PORR
Group's business.
Construction projects in general and civil engineering projects in particular are highly schedule-driven.
Failure to meet contractual deadlines could result in costs, such as penalties and damages, that may reduce
the PORR Group's projected profit margins and, in extreme cases, result in the termination of a contract.
Delays may occur for a number of reasons, including as a result of poor weather conditions, unanticipated
technical problems, delays in the commencement of construction work, or events over which the PORR
Group has no control. If the construction is defective, the construction project is not considered as completed until the respective defects are rectified. In addition, the principal may refuse to officially accept a project
at all. Under these circumstances, strict liability could apply regardless of the PORR Group's fault. Moreover,
the PORR Group is typically subject to contractual penalties for any non-performance or defective performance of its contractual obligations. Contractual penalties stipulate lump-sum damages that may not be
possible to pass on to any jointly liable subcontractors and/or suppliers (either in whole or in part). Since
the PORR Group is often contractually required to render services in advance of any payment, it may be difficult for the PORR Group to successfully challenge any claims and objections of the project's principal. As a
result, failure to meet contractual deadlines or quality requirements could have a material adverse effect on
the business prospects, results of operations and financial condition of the PORR Group.
The internal controls employed by the PORR Group regarding corruption and other illegal practices may prove to be inadequate and the PORR Group may be subject to penalties and fines, damage claims and other sanctions.
In the construction sector, which is characterized by bidding for major public and private projects, corruption could occur in the bidding process. As a means of preventing corrupt or otherwise illegal business
practices, the PORR Group has implemented a code of conduct and anti-corruption guidelines, and provides
training to its employees. The Group continues to strengthen its procedures and processes in this area.
However, these rules and regulations may not adequately protect the PORR Group from becoming involved
in illegal business practices. In such cases, the PORR Group could face civil and/or criminal penalties, damage claims or other sanctions and could even be barred from future public and private bidding processes. In
addition, such violations could negatively impact the PORR Group's reputation and consequently, its ability
to win future business. Should any of these risks materialize, this could have a material adverse effect on
the business prospects, results of operations and financial condition of the PORR Group.
The PORR Group is exposed to risks associated with antitrust investigations.
The PORR Group regularly participates in public and private bidding processes which are characterized
by a limited number of competitors. In an effort to prevent collusion and cartels in the construction sector,
many European competition authorities have recently conducted a number of national and international investigations. A Hungarian member of the PORR Group has been subject to antitrust investigations by Hungarian authorities against a number of Hungarian suppliers of concrete since 2011. The PORR Group may also become subject of antitrust or competition investigations in the future. If any breach of antitrust regulation by the PORR Group's employees is discovered, the PORR Group may face civil and/or criminal penalties,
damage claims or other sanctions and be barred from future public and private bidding processes. In addition, such violations could negatively impact the PORR Group's reputation and consequently, its ability to
win future business. Should any of these risks materialize, this could have a material adverse effect on the
business prospects, results of operations and financial condition of the PORR Group.
The PORR Group may infringe on the intellectual property rights of others or its own intellectual
property right may be violated.
The PORR Group may be accused of unauthorized use of intellectual property rights (e.g. patents and
industrial design rights) of third parties. Such claims may prevent the PORR Group from using certain construction equipment, materials, technologies or processes, or require it to enter into intellectual property licensing arrangements. As a result, the PORR Group's operational costs may increase.
- 21-
The PORR Group holds various intellectual property rights which a third party could infringe. If the PORR
Group's competitors violate its intellectual property rights, the PORR Group could be required to engage in
lengthy and costly legal proceedings in order to enforce such intellectual property rights. Should any of these risks materialize, this could have a material adverse effect on the business prospects, results of operations and financial condition of the PORR Group.
The PORR Group may not be able to recover on claims against customers for payment; the nature
of the construction business exposes the PORR Group to potential contract disputes and liability
claims.
The PORR Group's failure to collect its invoices on time or at all may lead to a decrease in its equity capital and constraints on its liquidity. The PORR Group is involved in a number of major public-sector projects,
such as motorway or railway projects. In connection with most of such projects, the PORR Group faces difficulties in collecting receivables and enforcing contracts in general. Delayed payments or non-payments occur for a number of reasons, including as a result of construction defects, non-observance of contractual
deadlines, subsequent changes to the initial scope of the project, political unwillingness, poor payment practices or insolvency. The PORR Group may face difficulties to claim for additional services and/or costs, which
have not been covered by the original order but are performed for various reasons, including the specific
events and circumstances of a project, instructions or changes by the principal or assumptions of the original arrangement proving incorrect (such as ,e.g., specifications of the ground, etc.). Because of its inability
to recover on claims relating to several completed or on-going projects in Hungary and Romania, the PORR
Group was required to write-off receivables, form provisions and incurred other costs of total €82.0 million
in the financial year 2011. This resulted in a loss for the period in the financial year 2011. In order to enforce its claims, the PORR Group occasionally files lawsuits against, or initiate arbitrations with, its defaulting
customers. Since most of the claims against its customers become payable after completion of the project,
the PORR Group is usually unable to enforce its claims through refusal of performance on its part. In addition, in certain instances the PORR Group may elect not to pursue the assertion of claims against key customers to avoid jeopardizing the PORR Group's business relations to such key customers with a view to potential future projects. Moreover, it may prove to be difficult for the PORR Group to succeed in lawsuits filed
for the recovery of claims, in particular against public sector clients. If any of these receivable collection issues continues or even deteriorates, this could have a material adverse effect on the business prospects, results of operations and financial condition of PORR Group.
In addition, the PORR Group may be subject to a variety of contract disputes and liability claims. Customers and other third parties may make claims against the PORR Group for damages, contractual penalties
or other remedies with respect to PORR Group's projects or other matters. These claims may be subject to
costly and lengthy arbitration or litigation proceedings, and it is often difficult to predict when such claims
will be fully resolved. Any liability not covered by the PORR Group's insurance, or in excess of insurance limits, could have a material adverse effect on the business prospects, results of operations and financial condition of the PORR Group.
The PORR Group is subject to tax risks and may be charged with fines and penalties under applicable tax laws.
The PORR Group's companies and their permanent establishments abroad are subject to on-going tax
audits and VAT reviews by tax authorities. If any cases of breach of local or foreign tax laws are discovered,
the PORR Group may be charged with fines and penalties. As of December 31, 2013, the PORR Group's
companies in Germany had tax loss carry forwards which resulted in a deferred tax asset in the Consolidated Financial Statements 2013 of €8.1 million. As a result of changes in the Company's shareholder structure
over the last five years, there is a risk that the PORR Group's companies in Germany may not be able to use
existing tax loss carry-forwards to reduce their future taxable income. The application of section 8c of the
German Corporate Income Tax Act (Körperschaftssteuergesetz) may result in a partial or complete derecognition of the current corporate and trade tax loss carry-forwards held by the PORR Group's companies
in Germany. Moreover, the tax authorities may apply tax laws to the PORR Group inconsistent with past
practices. As a result, the PORR Group may no longer be in the position to benefit from exceptions formerly
available under applicable tax exemptions or even face penalties and fines due to changes in the application
of tax laws by the tax authorities. Should any of these risks materialize, this could have a material adverse
effect on the business prospects, results of operations and financial condition of the PORR Group.
The PORR Group may be held liable for contaminated sites or other environmental damages.
The PORR Group owns sites which have been found to contain soil contamination and polluted groundwater. The PORR Group is responsible for clean-up and monitoring of these properties. In addition, the
PORR Group operates several landfills in Austria. The PORR Group is therefore exposed to the risk that these
landfills or other sites it owns may be found to be contaminated. In addition to responsibility for clean-up
costs for own properties, the PORR Group may be subject to clean-up costs related to contaminated construction sites owed by third parties. The PORR Group may also be required to incur compliance costs associated with emission and waste disposal regulations. Should any of these risks materialize, this could have a
material adverse effect on the results of operations and financial condition of the PORR Group.
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Failure to comply with laws and regulations in relation to the PORR Group's business or changes
in such laws or regulations could have a material adverse effect on the PORR Group's business.
The PORR Group is subject to a number of laws, regulations and standards relating to, among other
matters, construction work, fire safety, use of toxic substances, waste management and security. The cost
of complying with these laws, regulations and standards may be substantial. If the PORR Group fails to
comply with existing or future laws, regulations or standards, it may be subject to significant fines and civil
liabilities, and the management of the PORR Group may even be subject to criminal sanctions. Similarly,
failure to comply with such laws, regulations and standards may result in claims for damages brought
against the PORR Group. In addition, future changes to existing laws and regulations may require the PORR
Group to incur significant costs associated, for example, with purchase of costly equipment or implementation of additional compliance procedures. Should any of these risks materialize, this could have a material
adverse effect on the business prospects, results of operations and financial condition of the PORR Group.
The PORR Group is exposed to risks related to the retention of its senior management team and
recruitment and retention of other highly skilled employees.
The PORR Group's success depends, to a significant degree, upon the expertise of its senior management, members of the managing board (Vorstand) of the Company (the "Managing Board") and other key
personnel in identifying and managing business opportunities and potential risks associated with its projects.
The PORR Group may not be able to retain its current senior management, members of its Managing Board
or other key personnel, and, in the event of their loss, may not be able to find suitable replacements. In addition, due to the increase in the volume of its business activities the PORR Group is actively recruiting additional management and other highly skilled employees. In case the PORR Group is not able to recruit additional management and skilled employees, its ability to take on additional construction projects or even to
complete successfully existing construction projects may suffer. Should any of these risks materialize, this
could have a material adverse effect on the business prospects, results of operations and financial condition
of the PORR Group.
The PORR Group may not be able to obtain financing on favorable terms.
As a result of decreasing advance payments in the construction industry, the PORR Group may be required to use a higher level of external financing to cover its working capital needs. In addition, the PORR
Group is to some extent dependent on external funds to finance its business operations, in particular any increase in the volume of business operations. If adequate funds are not available, or are not available at favorable terms, the PORR Group may not be able to make efficient future investments or acquisitions.
The PORR Group has covered its past financing requirements through the issuance of equity, bonds and
profit participation rights, as well as bank loans and other forms of debt financing. In addition, the PORR
Group requires substantial guarantee facilities to be able to provide tender, performance, warranty and other types of guarantees, which are usually required in the project-related construction industry. However, the
PORR Group may not be able to obtain additional sufficient financings in the future, especially on favorable
terms. Its ability to obtain financings will depend on the PORR Group's credit, prevailing conditions in the
credit and capital markets and the regulatory framework applicable to financial institutions, topics which are
partly or entirely beyond the PORR Group's control. As a result of general economic conditions and tightening capital and other regulatory requirements applicable to banks, the PORR Group is exposed to a limited
availability of long-term financing. In addition, large and numerous small and mid-sized construction companies in the countries in which the PORR Group is active have experienced financial difficulties and some
have even been forced to declare bankruptcy. These events may cause financial institutions, private and institutional investors and customers to apply higher risk standards when dealing with companies in the construction sector, including the PORR Group, in particular in relation to the equity ratio when it comes to debt
financing. The PORR Group may face difficulties in complying with such higher standards. In addition, the
most substantial financing agreements of the PORR Group, including bonds and syndicated loans as well as
syndicated guarantee facilities, include change of control clauses.
Should any of these risks relating the PORR Group's ability to secure external financing for its projects
and corporate activities materialize, this could have a material adverse effect on the PORR Group's business
prospects, results of operations and financial condition.
The PORR Group's operational flexibility is impaired by restrictive covenants in its debt instruments.
The PORR Group's debt instruments contain covenants that impose significant restrictions on the way
the PORR Group can operate its business, including restrictions on its ability to raise additional external financing, use its assets as collateral or provide guarantees in favor of third parties. These restrictions may
also limit PORR Group's ability to react to market conditions or take advantage of potential business opportunities. In addition, the PORR Group is subject to financial ratios under certain of its guarantee facilities,
such as equity ratios, level of indebtedness and an interest coverage ratio. The PORR Group cannot assure
that it will be able to meet them in the future and, if not, that its financial counterparties will waive the
event of default resulting from any breach. The PORR Group's default on due interest or debt repayment
could result in a cross-default in payment obligations under its other financing agreements. A default, as
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well as any resulting cross-default, entitles the respective counterparty to accelerate the PORR Group's
payment obligations and make all payments immediately due and payable. Should any of these risks materialize, this could have a material adverse effect on the PORR Group's business prospects, results of operations and financial condition.
The PORR Group is exposed to interest rate and exchange rate risks.
As of December 31, 2013, around 46% of the PORR Group's indebtedness bore interest at floating interest rate, predominantly based on 3 or 6-month EURIBOR. A change in interest rates, in particular an increase in short-term interest rates, could have an adverse effect on the interest payments of the PORR
Group. On the other hand, a decrease in interest rates could reduce the PORR Group's interest income. In
addition, changes in interest rates could have an adverse effect on the valuation of certain financial liabilities, such as defined benefit pension obligations and other long-term employee liabilities. Changes in interest rates could therefore have a material adverse effect on the results of operations and financial condition
of the PORR Group.
The PORR Group is exposed to foreign currency exchange risks, which arise from exchange rate fluctuations between the contract award date and the due dates of the related contractual payments. In addition,
since the PORR Group's consolidated financial statements are expressed in EUR, fluctuations in exchange
rates could adversely affect the EUR value of consolidated foreign subsidiaries' assets, income and equity,
and, to the extent these are not effectively hedged, have a corresponding adverse effect on the PORR
Group's reported consolidated results. Exchange rate fluctuations also adversely affect the comparability of
financial data in the financial statements over different periods.
In order to mitigate its interest rate and foreign currency exchange risks, the PORR Group enters into
hedging transactions, such as foreign currency forward contracts, foreign currency options, interest rate
swaps, interest rate options like caps and floors, as well as foreign currency swaps. As of December 31, 2013, the PORR Group booked foreign currency forward contracts of €193.5 million. There is no assurance that such derivative financial instruments will fully protect the PORR Group from any adverse effects
of the interest rate risk and foreign currency exchange risk. A significant increase in interest rates or depreciation of foreign currencies could have a material adverse effect on the PORR Group's business prospects,
results of operations and financial condition.
The value of the PORR Group's real estate properties is subject to fluctuations, and the PORR
Group may not be able to sell real estate properties, in particular investment real estate properties as planned.
In addition to real estate properties used for operational purposes, the PORR Group holds an investment
portfolio of real estate properties. The fair value of such properties is primarily derived from recent market
prices of similar properties or, when there is a lack of transaction data, from the estimated future rental
revenues/cash flows typically generated by the same type of properties, applying the discounted cash flow
method. The discounted cash-flow method is based on assumptions concerning occupancy rates, rental revenues, operating expenditures and interest rates used as a discounting factor. The market data used or assumptions made to determine the fair value of real estate properties may turn out to be inaccurate or the
market value of the properties may change in the future. As a result, the PORR Group may have to adjust
the value of properties held in its investment portfolio.
In order to streamline its investment property portfolio, the PORR Group plans to sell a material portion
of its investment real estate properties. Due to continuing fluctuations in the real estate market, the PORR
Group faces the risk that demand for real estate properties may decline and that it will not be able to dispose of its investment properties at expected prices or profit margins, or within the anticipated time frames
or at all. Should any of these risks materialize, this could have a material adverse effect on the results of
operations and financial condition of the PORR Group.
The valuation of the PORR Group's holdings is based on assumptions and estimates which may
prove incorrect.
The PORR Group's Consolidated Financial Statements 2013 show book values of associated and affiliated
enterprises. These book values were determined by the PORR Group in accordance with applicable accounting principles, as well as on the basis of assumptions and estimates which are subject to future developments. Should it turn out that these assumptions and estimates are inaccurate or that the value of the associated and affiliated enterprises deteriorates, this could have a material adverse effect on the business prospects, results of operations and financial condition of the PORR Group.
The valuation of the PORR Group's stone and gravel deposits is based on assumptions and estimates which may prove incorrect.
As of December 31, 2013, the book value of the PORR Group's reserves of stone and gravel was
€63.8 million (December 31, 2012: € 69.3 million; December 31, 2011: € 74.6 million). The valuation of
these reserves is based on assumptions concerning future developments in demand for stone and gravel
and the PORR Group's future needs of these materials for its own operations. If these assumptions turn out
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to be incorrect, the PORR Group will have to adjust the book value of these reserves. This could have a material adverse effect on the results of operations and financial condition of the PORR Group.
Commitments under defined benefit pension plans or company pension plans may cause unexpected financial burdens for the PORR Group.
The PORR Group makes provisions for severance indemnity payments (Abfertigung) to workers
(Arbeiter) and employees (Angestellte) who have claims under the Austrian Employee Act
(Angestelltengesetz), the Austrian Workers Severance Indemnity Payments Act (Arbeiterabfertigungsgesetz)
or any shop agreements (Betriebsvereinbarungen). Employees employed under Austrian law and whose employment began prior to January 1, 2003 are entitled to a severance indemnity payment upon the termination of their employment or when they reach the statutory retirement age. In addition, the PORR Group has
pension commitments towards its current and some of its former employees. The amount of these commitments is dependent on the number of years of service of the individual employees.
The pension commitments of the PORR Group are to a certain extent covered by insurance policies,
while the greater part of these commitments is to be met using long-term provisions. The amount of these
provisions is based on actuarial assumptions. Should the actual developments not be in line with these assumptions, this may create additional claims under severance indemnity and pension commitments that
may considerably exceed the current provisions. Should any of these risks materialize, this could have a
material adverse effect on the PORR Group's results of operations and financial condition.
The PORR Group is not insured against all risks and its insurance may be insufficient to cover
certain losses.
The scope of the PORR Group's insurance coverage is subject to a cost benefit analysis unless it is maintained to satisfy the requirements under certain regulations and contracts. For example, no insurance or only limited insurance coverage exists for damages and delays arising in connection with the execution of construction work. The PORR Group may therefore be subject to losses that are not covered, or not sufficiently
covered, by insurance. If the PORR Group does not have insurance coverage in respect of particular risks, it
will be forced to cover any losses or third-party claims out of its own funds. Any losses not covered under
the terms of the PORR Group's insurance policies could have a material adverse effect on the PORR Group's
results of operations and financial condition.
A failure to maintain and further develop appropriate risk management systems could adversely
affect the PORR Group.
The PORR Group's risk management system is designed to assist with the assessment, avoidance and
reduction of risks which jeopardize its business. The PORR Group's operating risks primarily include the
complex risks of construction project selection and execution. There are, however, inherent limitations on
the effectiveness of any risk management system. These limitations include the possibility of human error
and the circumvention or overriding of the system. Accordingly, any such system can provide only reasonable assurances of achieving the desired objectives. For example, due to the specifics of the construction industry, individual risks such as losses on a construction project may only be detected with delay. Other risks
include risks from the violations of internal guidelines, applicable law or criminal acts by the PORR Group's
employees or third parties retained by the PORR Group such as sub-contractors or service providers and
their employees. Should any of these risks materialize, this could have a material adverse effect on the
PORR Group's business prospects, results of operations and financial condition.
The PORR Group is subject to risks associated with the acquisition of other businesses.
PORR Group intends to continue to strengthen its regional coverage and/or to further expand its products and services portfolio by means of selective and opportunistic add-on acquisitions of interesting small
or medium sized companies. The PORR Group also intends to expand, again on a selective and opportunistic
basis, its network of quarries, gravel pits and asphalt and concrete mixing plants in its Home Markets to improve its independence from third-party suppliers and from volatility in the price of raw materials, and to
capture a greater portion of the construction value chain. Synergies from acquisitions may prove less than
originally expected and costs for integration into the PORR Group may be higher than expected. Further, acquisition candidates may have liabilities or adverse operating issues, which the PORR Group may fail to discover prior to the acquisition. Further, acquisition targets may either not be available or the PORR Group
may fail to successfully complete acquisitions due to competition from other construction companies. Consequently, the PORR Group's ability to consummate acquisitions may be impaired.
Risks Relating to the PORR Group's Structure and its Shareholder Structure
A syndicate of the Ortner Group and Strauss Group controls and, subsequent to the Offering, will
continue to control the Company and may act in their own interests, which could differ from the
interests of other shareholders.
The Ortner Group and the Strauss Group form a syndicate (the "Ortner-Strauss Syndicate") and hold
in the aggregate 68.2% of the Existing Shares and the votes in the Company. Following the Offering, the
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Ortner-Strauss Syndicate will own approximately 56.0% of the Shares, assuming all Offer Shares are sold
and the Ortner-Strauss Syndicate acquires 31,250 Offer Shares in the International Offering. Depending upon the attendance at any shareholders' meeting, the Ortner-Strauss Syndicate will be able to exercise a controlling influence over the resolutions adopted by the relevant shareholders' meeting, including matters requiring a qualified majority. A shareholder (or shareholders acting in concert) that controls more than 50%
of the voting share capital represented at a shareholders' meeting will be able to exercise significant influence over resolutions adopted by the shareholders' meeting, including the appointment and removal of
members of the supervisory board (Aufsichtsrat) of the Company (the "Supervisory Board"), increases of
the share capital with existing shareholders' subscription rights, dividend distributions and certain amendments to the Articles of Association. Additionally, the Ortner-Strauss Syndicate will be able to block any resolution to be adopted by the shareholders' meeting that requires a 50%-majority or a higher majority of the
share capital represented. Such resolutions include capital increases excluding existing shareholders' subscription rights, capital decreases, the creation of authorized or conditional capital, certain corporate transactions (such as corporate mergers or spin-offs), the liquidation of the Company and transformations of its
legal form. In particular, the Ortner-Strauss Syndicate may prevent the strengthening of the capital base by
any future increase in the share capital.
Individuals representing or related to the Ortner-Strauss Syndicate hold important positions in the Company. Klaus Ortner, deputy chairman of the Supervisory Board, is the major legal and beneficial shareholder
in the entities of the Ortner Group. Karl-Heinz Strauss, CEO of the Company, is a founder and beneficiary of
PROSPERO Privatstiftung, the ultimate owner of the entities of the Strauss-Group, and thus a major beneficiary of Shares held by the Strauss-Group. In voting their shares at the Company's shareholders meeting,
the Ortner-Strauss Syndicate may appoint and remove the members of the Supervisory Board who in turn
are responsible for the appointment and removal of the members of the Managing Board. Members of the
Supervisory Board also serve as managing directors, members of the management or supervisory boards or
members of similar corporate bodies at companies of the Ortner Group or the Strauss Group and may therefore be subject to conflicts of interests where such entities enter into contractual arrangements with a member of the PORR Group.
Interests pursued by the Ortner Group and/or the Strauss Group may conflict with the interests of the
Company and/or its minority shareholders. In addition, the concentration of share ownership may have a
negative impact on the Share price, since investors may regard the holding of shares in companies with controlling shareholders as disadvantageous. This concentration of share ownership could delay, postpone or
prevent a change of control in the Company, as well as a merger, consolidation, takeover or any other form
of corporate acquisition, which may be beneficial to investors.
Individual or coordinated actions by minority shareholders may prevent the implementation of
strategically important measures.
There is a possibility that minority shareholders prevent important resolutions from being passed by the
shareholders' meeting through actions for rescission or declaration of nullity or similar proceedings. For example, minority shareholders may challenge resolutions on capital measures, restructurings or changes to
the Articles of Association. Proceedings of this kind may take significant time and possibly delay important
corporate measures of the Company and therefore constitute a risk for the Company and its development.
The Company's ability to meet its obligations is limited by the fact that it is a holding company.
The Company is only exceptionally involved in operational activities. It is a holding company which has
no relevant assets beyond the participations in its subsidiaries and real property. Being a holding company,
the Company depends on being provided with liquidity and profit by its subsidiaries in order to be able to
generate funds and meet its obligations towards its creditors and pay dividends on the Shares. The Company has entered into profit transfer agreements or control and profit transfer agreements with several of its
German and Austrian subsidiaries. The Company's liquidity is dependent on the profit generated by the
companies it holds. In return, its cash reserves and profits from companies in its holding structure must be
used to set-off net losses incurred by any of the companies it holds. If the distribution of dividends from a
subsidiary to the Company is delayed or if such distribution does not take place at all, this might, irrespective of existing credit lines and intra-group cash pooling, have considerably negative consequences for the
Company's liquidity position which may jeopardize Company's ability to meet its obligations and pay dividends. In accordance with the Commercial Code and the Stock Corporation Act, the Company may pay dividends only out of distributable profits. Distributable profits are based upon accumulated profits, as shown in
the separate (unconsolidated) financial statements prepared according to Austrian GAAP for such year, after
allocation have been made to reserves, including retained earnings. There can be no certainty that the
Company will pay dividends in the future.
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Also the part of the profit participation rights issued by ABAP Beteiligungs Holding GmbH which
is currently stated in the consolidated statement of financial position as equity capital may have
to be recognized as debt capital in the future. All such profit participation rights are subject to a
term-related interest step-up, the occurrence of which, if not waived, would entail an increase in
the funding costs.
ABAP Beteiligungs Holding GmbH, an indirectly wholly owned subsidiary of the Company, has issued
profit participation rights (the "ABAP Profit Participation Rights") with a total nominal value of
€70.0 million. These rights had been accounted for in the PORR Group's consolidated statement of financial
position as equity capital in full until and including December 31, 2012. As of December 31, 2013, a portion
of the ABAP Profit Participation Rights of €30 million in respect of which holders have become entitled to
termination does no more qualify as equity in accordance with IFRS and has therefore been qualified as a financial liability. The residual portion of the ABAP Profit Participation Rights with a nominal value of
€40 million continues to qualify as equity. The Company may have recognize also the portion of the ABAP
Profit Participation Rights for which such waiver has been obtained as debt capital in the future, for example,
due to changes to the accounting rules or applicable laws or if a dividend is paid in 2018 or later. This would
result in a further reduction of the equity capital of the PORR Group. Such a change would cause also payments derived from such rights to be classified as interest expense which could adversely affect the profitability of the PORR Group.
As of January 1, 2013, interest paid on the ABAP Profit Participation Rights was increased (interest stepup) from 8% to 13% per annum, whereby holders of ABAP Profit Participation Rights in the nominal amount
of €30 million waived their rights to the increased interest until December 31, 2016. Should the Company
not redeem the ABAP Profit Participation Rights by December 31, 2016 or not reach a further waiver of the
interest step-up regarding the nominal amount of €30 million, this might result in a further increase of the
funding costs and therefore adversely affect the results of operations and financial condition of the PORR
Group.
Risks Related to the Offering and the Shares
Any future equity offerings or offerings of instruments convertible into equity or any merger with
another entity may dilute investors’ shareholdings in the Company.
The Company may in the future seek to raise capital through public or private debt or equity financings
by issuing additional ordinary shares or other shares, debt or equity securities convertible into shares or
rights to acquire these securities, or may potentially seek to merge with another entity and exclude preemptive rights pertaining to the then outstanding shares. Any additional capital raised through the issue of
additional shares may dilute an investor's shareholding interest in the Company if the investor does not exercise, or is excluded from exercising, subscription rights. Any additional offering of shares or of instruments
giving similar commercial rights by the Company, or the public perception that an offering may occur, could
also have a negative impact on the trading price of the Shares or increase the volatility in the trading price
of the Shares.
Future sales of Shares may negatively affect the Share price.
The Ortner-Strauss Syndicate will hold 56.0% of the Shares (assuming that all Offer Shares are sold
and the Ortner-Strauss Syndicate acquires 31,250 Offer Shares in the International Offering) following the
Offering. Should any such shareholder sell Shares in considerable quantities on the secondary market, or if
the market becomes convinced that such sales will occur, it is possible that the Share price will drop. The
members of the Ortner-Strauss Syndicate have agreed to a lock-up of their Shares representing 50% plus
one Share in the Company's share capital for a period of 6 months following the start of trading of the Offer
Shares, as described fully under "Underwriting-Lock-up".
The market price of the Shares may be volatile and there is no certainty that a liquid market in
the Shares will develop.
In the past, prices of the Shares on the Vienna Stock Exchange have been subject to considerable fluctuations. Following the Offering, the trading price of the Shares could be subject to higher than-normal volatility, for example as a result of variations in the PORR Group's actual or projected operating results, changes in projected earnings, failure to meet earnings expectations of securities analysts, changes in general
economic conditions or other factors. Volatility in stock prices occurring independently of the PORR Group's
business activities may also put pressure on the price of the Shares. Disposals of large blocks of Shares can
also lead to significant pressure on, or increase the volatility of, the price of the Shares.
Prior to this Offering, there has been a restricted public market for the Shares due to, amongst others,
the small amount of Shares in free float. Low trading volumes can trigger significant price movements and
therefore lead to a sharp rise or decline in the trading price of the Shares triggered even by small sized orders. There is no certainty that active and liquid trading will develop in the Shares after this Offering or, if
active trading exists, that it will continue. Further, the Offer Share will have a separate ISIN until the Company's dividend ex-date, which is scheduled to be May 26, 2014. Only thereafter, commencing
May 26, 2014, they will trade together with and have the same ISIN as the Existing Shares. The Offer Price
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does not necessarily indicate the price at which the Shares will be traded on the Vienna Stock Exchange following the Offering. Investors may not be able to sell their Shares rapidly or at the Offer Price if there is no
active and liquid trading of the Shares.
In the event of the insolvency of the Company, the Company’s shareholders could suffer a total
loss in the value of their Shares.
Under the Austrian Insolvency Act (Insolvenzordnung), in the event of insolvency, a company's financial
and trade creditors are generally entitled to receive payment from its assets before any assets are distributed among the company's shareholders. Thus, if the Company were to be declared insolvent, it would be very
likely that all or substantially all of the Company's assets would be used to satisfy the claims of its creditors
and investors in the Shares would suffer a partial or complete loss of their investment.
A suspension of trading in the Shares could adversely affect the Share price.
With respect to securities publicly traded in Austria, the FMA is authorized to suspend, or request the
relevant regulated market on which securities are admitted to trading to suspend, such securities from trading, if, in its opinion, the respective issuer's situation is such that continued trading would be detrimental to
investors' interests. The FMA is further authorized to instruct the Vienna Stock Exchange to suspend trading
in an issuer's securities in connection with measures taken against market manipulation and insider trading.
The Vienna Stock Exchange must suspend trading in securities which no longer comply with the rules of the
regulated market unless such a step would likely cause significant damage to investors’ interests or orderly
functioning of the market. In addition, if the Vienna Stock Exchange does not do so, the FMA could demand
the suspension of trading in securities if it is in the interest of the orderly functioning of the market and does
not impair investors’ interests. Existing orders are deemed void if trading is suspended. Any suspension of
trading in the Shares (other than for protecting investors' interest) could adversely affect the price and the
liquidity of the Shares and, consequently, could have a negative effect on investors' ability to sell the Shares
at a satisfactory price.
Exchange rate fluctuations could adversely affect the value of the Shares and any dividends paid
on the Shares for an investor whose principal currency is not the euro.
The Company declares and distributes dividends and distributions in euro. Exchange rate movements of
the euro will therefore affect the value of these dividends and distributions for investors whose principal currency is not the euro. Furthermore, the market value of the Shares as expressed in foreign currencies will
fluctuate in part as a result of foreign exchange volatility. This could affect the value of the Shares and of
any dividends paid on the Shares for an investor whose principal currency is not the euro. Additionally,
should the Eurozone break up as a result of the sovereign debt crisis in Europe or other reasons or should
certain member states of the Eurozone abandon the euro, the resulting exchange rate movements to the
euro could also materially affect the value of dividends and distributions for investors whose principal currency is not the euro.
If the underwriting agreement is terminated prior to the delivery of the Offer Shares, the Offer
Shares will not or not fully be delivered and investors who have made disposition on the expected delivery of the Offer Shares may suffer a loss.
The Underwriters are underwriting the Offer Shares under the obligation of offering them to holders of
Existing Shares for subscription on the basis of an underwriting agreement. The Underwriters may terminate
the underwriting agreement under certain circumstances, in particular if a force majeure event were to occur. If the underwriting agreement is terminated, the Offer Shares (except for Offer Shares with respect to
validly exercised Subscription Rights) will not be delivered. Under such circumstances, investors will not be
entitled to delivery of some or all of the Offer Shares. Any investors having made dispositions, including
those having engaged in so-called short selling, bear the risk of suffering a loss from dispositions made in
expectation of the delivery of Offer Shares.
Unexercised Subscription Rights will lapse without compensation and the interests of shareholders who elect not to participate in the Offering will be diluted. International investors may suffer
dilution if they are unable to participate in the Offering.
If shareholders or holders of Subscription Rights fail to duly exercise their Subscription Rights prior to
the end of the Subscription Period, the Subscription Rights will lapse and such shareholders or holders of
Subscription Rights will receive no compensation for them. Shareholders or holders of Subscription Rights
who do not, or only partially, exercise their Subscription Rights will experience a decrease in the percentage
interest they hold in the Company's nominal share capital and in the percentage of voting rights they are
entitled to exercise. International investors may suffer dilution if they are unable to participate in the Offering due to regulatory restrictions, in particular if they are not allowed to exercise or trade their Subscription
Rights.
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THE OFFERING
General
The Offering relates to up to 2,645,000 Offer Shares, which will be newly issued by the Company following a share capital increase from authorized capital in two tranches.
The Offer Shares are no-par value ordinary bearer shares with a calculated notional amount of €2.00 of
the Company's registered share capital. The Offer Shares carry the right to vote in the Company's shareholders' meeting and full dividend entitlement from, and including, the financial year commencing January 1, 2014. The ISIN of the Offer Shares will be AT0000A17548 until the Company's dividend ex-date for
the financial year ended December 31, 2013, which is scheduled to be May 26, 2014. Thereafter (i.e., commencing May 26, 2014), the Offer Shares will be traded together with, and have the same ISIN as, the
Company's Existing Shares which is AT0000609607.
The Offering consists of (i) a non-public pre-placement of up to 2,164,138 Offer Shares, in relation to
which certain shareholders of the Company have waived their Subscription Rights, that will be initially offered in private placements to selected institutional investors outside the United States in reliance on Regulation S under the Securities Act and other applicable exemptions (the "Pre-placement"), followed by (ii) a
rights offering of the Offer Shares to the holders of Subscription Rights (the "Rights Offering"). The Offer
Shares which were not placed in the Pre-placement and which are not subscribed for in the Rights Offering
will be offered in the "International Offering" consisting of (i) a public offering to retail and institutional
investors in Austria and (ii) private placements outside Austria and the United States to selected institutional
investors in reliance on Regulation S under the Securities Act and other applicable exemptions.
The price at which Offer Shares will be offered in the Pre-placement, the Rights Offering and the International Offering will be identical. See "—Subscription and Offer Price, final number of Offer Shares".
The Offering may be terminated, suspended or extended at the absolute discretion of the Company and
the Joint Lead Managers at any time. The Pre-placement is subject to the registration of the capital increase
in relation to the Offer Shares placed in the Pre-placement with the companies' register (Firmenbuch). The
Rights Offering and the International Offering are subject to the registration of the capital increase in relation to the Offer Shares for which Subscription Rights have been exercised in the Rights Offering or which
have been placed the International Offering with the companies' register (Firmenbuch).
Investors will not be charged with expenses by the Company or the Underwriters. Investors may be
charged with customary banking fees by their depository bank. Investors are requested to inform themselves about these costs.
Underwriters
In connection with the Offering, the Joint Lead Managers Joh. Berenberg, Gossler & Co. KG, Erste Group
Bank AG and Raiffeisen Centrobank AG are acting as joint bookrunners and joint lead managers, and the
Co-Lead Manager, Baader Bank AG, is acting as co-lead manager.
The Managing Board, with the approval of the Supervisory Board, has resolved to admit Raiffeisen
Centrobank AG, acting on account of the Joint Lead Managers, in accordance with section 153 para 6 of the
Austrian Stock Corporation Act (Aktiengesetz) for subscription of the Offer Shares, with the obligation to
provide the Offer Shares for which subscription rights have not been waived at the Offer Price to holders of
Subscription Rights, as the case may be, who duly exercise Subscription Rights during the Subscription and
Offer Period. The Offer Shares placed in the Pre-placement will be subscribed for by Raiffeisen Centrobank
AG, acting on account of the Joint Lead Managers, after the Pre-placement, the Offer Shares placed in the
Rights Offering and the International Offering will be subscribed for by Raiffeisen Centrobank AG, acting on
account of the Joint Lead Managers, after the end of the Subscription and Offer Period.
Subscription and Offer Price, final number of Offer Shares
The Offer Price will be determined by the Company in consultation with the Joint Lead Managers based
on the outcome of the bookbuilding procedure in the Pre-placement at or below the Maximum Offer Price
and taking into account the price of the Existing Shares on the Vienna Stock Exchange prevailing at the time
of pricing and is expected to be announced and published, including by way of an ad-hoc announcement, on
or about April 10, 2014 and by short notice in the Official Gazette (Amtsblatt zur Wiener Zeitung) shortly
thereafter, and will be deposited with the FMA in accordance with the Capital Markets Act. The Offer Price
will be identical in the Pre-placement, the Rights Offering and the International Offering.
The final definitive number of Offer Shares will be determined by the Company in consultation with the
Joint Lead Managers on the basis of the number of Offer Shares placed in the Pre-placement as well as the
Subscription Rights exercised in the Rights Offering and the orders received in the International Offering on
or about April 28, 2014 and is expected to be announced and published, including by way of an ad-hoc announcement on or about April 28, 2014 and by short notice in the Official Gazette (Amtsblatt zur Wiener
Zeitung) shortly thereafter, and will be deposited with the FMA in accordance with the Capital Markets Act.
- 29-
The final definitive number of Offer Shares will at least be equal to the number of Offer Shares placed in the
Pre-placement and will not exceed the maximum number of Offer Shares, i.e., 2,645,000 Offer Shares.
The Offer Price for Offer Shares subscribed in the Pre-placement will be due and payable no later than
April 15, 2013 (the "First Closing Date") and for Offer Shares subscribed in the Rights Offering or the International Offering no later than May 5, 2013 (the "Second Closing Date"). No expenses or taxes will be
charged to the subscribers for or the purchasers of the Offer Shares by the Company or the Underwriters,
the depositary bank of an investor may charge customary banking fees. Prospective subscribers and investors are advised to inform themselves about these costs.
Subscription and Offer Period
The Subscription and Offer Period during which the Existing Shareholders of the Company and holders of
Subscription Rights, as the case may be, can exercise Subscription Rights and during which investors may
offer to purchase Offer Shares in the International Offering and holders of Dilution Protection Rights may
exercise their rights will start on April 14, 2014, and is expected to end on April 28, 2014, and may be extended or terminated at any time. Subscription Rights not exercised by the end of the Subscription and Offer
Period will expire without value.
Subscription Ratio
Each Existing Share is entitled to one Subscription Right. The Managing Board, with the approval of the
Supervisory Board, has resolved that holders of Subscription Rights will be entitled to subscribe for 2 Offer
Shares for every 9 Subscription Rights held (the "Subscription Ratio").
The Subscription Ratio was set on the basis of the maximum number of 2,645,000 Offer Shares. The
Company reserves the right to maintain the Subscription Ratio even if the definitive size of the Offering is
reduced and less than 2,645,000 Offer Shares are issued. This might lead to an increase of a shareholder's
interest in the share capital of the Company if a shareholder exercises all of his Subscription Rights to acquire Offer Shares in the Rights Offering and if the definitive number of Offer Shares to be issued in the Offering is lower than the maximum number of Offer Shares (i.e., lower than 2,645,000 Offer Shares).
Indicative Timetable for the Offering
The following table sets-out the expected timetable of the Offering. This timetable is of an indicative nature and may change as circumstances require. The timetable should be read in conjunction with the more
detailed description of the Offering contained in this section.
April
April
April
April
April
April
Date
9, 2014 ..................................
9, 2014 ..................................
9, 2014 ..................................
10, 2014 ................................
10, 2014 ................................
12, 2014 ................................
April 14, 2014 ................................
April 14, 2014 ................................
April 15, 2014 ................................
April 28, 2014 ................................
April 28, 2014 ................................
April 29, 2014 ................................
April 30, 2014 ................................
May 2, 2014 ...................................
May 5, 2014 ...................................
Event
Approval of the Prospectus by the FMA
Publication of the Prospectus
Start of the Pre-placement
End of the Pre-placement, determination and publication of the Offer Price
Allocation of the Offer Shares placed in the Pre-placement
Registration in the companies' register of the first tranche of the capital increase relating to the Offer Shares placed in the Pre-placement
Start of trading in the Offer Shares placed in the Pre-placement
Start of Subscription and Offer Period (start of Rights Offering and International Offering commence), Existing Shares trade ex Subscription Rights
Delivery of the Offer Shares placed in the Pre-placement against payment
of the Offer Price (First Closing Date)
End of Subscription and Offer Period (end of Rights Offering and International Offering)
Determination and publication of the results of the Offering, including the
final number of Offer Shares
Allocation of the Offer Shares placed in the Rights Offering and the International Offering
Registration in the companies' register of the second tranche of the capital
increase relating to the Offer Shares placed in the Rights Offering and the
International Offering
Start of trading in the Offer Shares placed in the Rights Offering and the
International Offering
Delivery of the Offer Shares placed in the Rights Offering and the International Offering against payment of the Offer Price (Second Closing Date)
Pre-placement and allocation in the Pre-placement
In the Pre-placement, a total of up to 2,164,138 Offer Shares, or 81.8% of the total number of the Offer
Shares, will be initially offered in private placements to selected institutional investors in Austria and outside
of Austria and outside the United States in reliance on Regulation S under the Securities Act and other applicable exemptions. In relation to these up to 2,164,138 Offer Shares, certain shareholders, including the
Ortner-Strauss Syndicate and Renaissance Construction AG, have undertaken vis-à-vis the Company and
the Joint Lead Managers to waive their Subscription Rights.
The Pre-placement is expected to take place from April 9, 2014 to April 10, 2014, subject to extension
or early termination at any time. The Pre-placement will take the form of a bookbuilding procedure. The Of- 30-
fer price will be the offer price determined in the Pre-placement. See "—General—Subscription and Offer
Price, final number of Offer Shares".
Allocation in the Pre-placement
Investors seeking to purchase Offer Shares in the Pre-placement are advised to contact their bank, broker or other financial adviser for further details regarding the manner in which purchase orders for Offer
Shares are to be processed. There will be no minimum and no maximum number of Offer Shares for which
purchase orders may be submitted by prospective investors in the Pre-placement, whether expressed as a
number of Offer Shares or an amount in Euro. Multiple purchase orders will be accepted.
No investor or class of investors will receive preferential treatment in respect of allocations in the Preplacement. Purchase orders will be evaluated on the basis of the offered prices and investor demand. Other
factors that will be considered include the quality of the investor, the geographic distribution of the Group’s
investor base, whether the investor has a long-term investment strategy, the goal of maximizing the proceeds from the Offering and the goal of supporting the development of an orderly and liquid secondary market for the Shares. The number of Offer Shares, if any, allocated to an investor will be determined in the absolute discretion of the Company and the Joint Lead Managers. Prospective investors in the Pre-placement
are therefore advised to contact their bank, broker or other financial adviser for details regarding the actual
allocation of Offer Shares made to them. Although the Company does not accept any responsibility therefor,
the Company expects that information regarding allocations in the Pre-placement will be made available by
these institutions on or about April 10, 2014.
Rights Offering
Exercise of subscription rights
Following completion of the bookbuilding procedure and determination of the Offer Price in the Preplacement, the Subscription Rights in respect of the Offer Shares may be exercised during the Subscription
and Offer Period.
Holders of the Company's Existing Shares, holding Existing Shares as of 24:00 (midnight) CET on the
Record Date (April 11, 2014) will be granted one Subscription Right for each Existing Share. Based on the
Subscription Ratio of 9:2, every 9 Subscription Rights entitle their holder to subscribe for 2 Offer Shares.
Shareholders who do not hold at least 9 Subscription Rights or a multiple thereof will not be able to exercise
their Subscription Rights in full. Subscription Rights are freely transferable and will not be traded. The Subscription Rights bear the ISIN AT0000A174R9.
Subscriptions for the Offer Shares will be accepted by Erste Group Bank AG, Austria, acting as subscription agent (Bezugsstelle) (the "Subscription Agent"), as well as by all other credit institutions in Austria,
during ordinary business hours. Holders of Subscription Rights who hold their Subscription Rights through a
depositary bank that maintains a securities account with OeKB or through a financial institution that is a
participant in Euroclear or Clearstream are required to exercise their Subscription Rights by instructing such
bank or financial institution to subscribe for Offer Shares on their behalf in accordance with the procedures
established by the Company and the Joint Lead Managers, and any applicable additional procedures established by such bank or financial institution.
The exercise of Subscription Rights by holders of Subscription Rights is irrevocable and cannot be annulled, modified, cancelled or revoked. Subscription Rights not duly exercised by the end of the Subscription
and Offer Period will expire without value. If a holder of Subscription Rights submits an invalid subscription
or the Rights Offering is terminated, claims with respect to bank fees and other investor costs incurred in
connection with the subscription will be governed by the contractual relationship between such investor and
the financial institution to which they submitted their subscription instruction.
International Offering
The Offer Shares which were not placed in the Pre-placement and which are not subscribed for in the
Rights Offering will be offered in the International Offering which consists of (i) a public offering to retail and
institutional investors in Austria and (ii) a non-public offering outside Austria and the United States to selected institutional investors in reliance on Regulation S under the Securities Act and other applicable exemptions.
The definitive number of Offer Shares available for sale in the International Offering will be determined
after expiry of the Subscription and Offer Period. Prospective investors seeking to purchase Offer Shares in
the International Offering can submit their offers to purchase Offer Shares during the Subscription and Offer
Period.
Prospective investors seeking to purchase Offer Shares in the International Offering are advised to contact their bank, broker or other financial adviser for further details regarding the manner in which purchase
orders for Offer Shares are to be processed. There will be no minimum and no maximum number of Offer
Shares for which purchase orders may be submitted by prospective investors in the International Offering,
whether expressed as a number of Offer Shares or an amount in Euro. Multiple purchase orders will be ac- 31-
cepted. Prospective investors in the International Offering may withdraw any purchase orders placed until
the end of the Subscription and Offer Period.
No investor or class of investors will receive preferential treatment in respect of allocations in the International Offering, save for members of the Ortner-Strauss Syndicate, Susanne Weiss (member of the Supervisory Board) and holders of PORR Profit Participation Rights as set out below. Purchase orders will be
evaluated on the basis of the quality of the investor, the geographic distribution of the Group's investor
base, whether the investor has a long-term investment strategy and the goal of supporting the development
of an orderly and liquid secondary market for the Shares. The number of Offer Shares, if any, allocated to
an investor will be determined in the absolute discretion of the Company and the Joint Lead Managers. Prospective investors in the International Offering are therefore advised to contact their bank, broker or other
financial adviser for details regarding the actual allocation of Offer Shares made to them. Although the
Company does not accept any responsibility therefor, the Company expects that information regarding allocations in the International Offering will be made available by these institutions on or about April 28, 2014.
Preferred Allocation to Holders of PORR Profit Participation Rights
The Company has 49,800 PORR Profit Participation Rights outstanding (See "Description of Share Capital and Articles of Association of PORR AG-Share Capital-Profit Participation Rights"). The PORR Profit Participation Rights are listed on the unregulated third market of the Vienna Stock Exchange under International
Securities Number (ISIN) AT0000609664. In case of a share capital increase the holders of PORR Profit Participation Rights are entitled to dilution protection by measures at the discretion of the Company. In the
context of the Offering, the Company has decided to provide dilution protection to holders of PORR Profit
Participation Rights by means of granting them for each PORR Profit Participation Right held as of 24:00
(midnight) CET on the Record Date (April 11, 2014) a dilution protection right (the "Dilution Protection
Rights"), whereby every 9 Dilution Protection Rights entitle their holder to subscribe for 8 Offer Shares at
the Offer Price in the International Offering. Holders will be entitled to preferred allocation in the International Offering when exercising Dilution Protection Rights. Dilution Protection Rights are freely transferrable
and will not be traded. The Dilution Protection Rights bear the ISIN AT0000A174S7.
Subscriptions for the Offer Shares by holders of Dilution Protection Rights will be accepted by the Subscription Agent, as well as by all other credit institutions in Austria, during ordinary business hours. Dilution
Protection Rights may be exercised during the Subscription and Offer Period upon presentation of the certificate representing the applicable PORR Profit Participation Rights on which the exercise of the Dilution Protection Right will be evidenced by an appropriate entry. Dilution Protection Rights held through a depositary
bank that maintains a securities account with OeKB or through a financial institution that is a participant in
Euroclear or Clearstream have to be exercised by instructing such bank or financial institution to subscribe
for Offer Shares on their behalf in accordance with the procedures established by the Company and the Joint
Lead Managers, and any applicable additional procedures established by such bank or financial institution.
The exercise of Dilution Protection Rights by holders is irrevocable and cannot be annulled, modified,
cancelled or revoked. Dilution Protection Rights not duly exercised by the end of the Subscription and Offer
Period will expire without value. If a holder of Dilution Protection Rights submits an invalid subscription or
the International Offering is terminated, claims with respect to bank fees and other investor costs incurred
in connection with the subscription will be governed by the contractual relationship between such investor
and the financial institution to which they submitted their subscription instruction.
Holders of total 40,778 PORR Profit Participation Rights have waived their entitlement to Dilution Protection Rights vis-à-vis the Company so that the maximum number of Offer Shares that may be allocated to
holders of Dilution Protection Rights is limited to 8,019 Offer Shares, in relation to which certain shareholders of the Company have waived their Subscription Rights.
Participation of Principal Shareholders in the Offering
Prior to the Offering, the Ortner-Strauss Syndicate holds 68.2% of the Existing Shares. To facilitate the
Pre-placement and the preferred allocation to holders of Dilution Protection Rights, certain shareholders, including the Ortner-Strauss Syndicate and Renaissance Construction AG, have undertaken vis-à-vis the Company and the Joint Lead Managers to waive their Subscription Rights for total 9,774,709 Existing Shares
held. Members of the Ortner-Strauss Syndicate undertook with the Company and the Joint Lead Managers
that they will place orders to (indirectly) subscribe for €1.5 million in Offer Shares in the International Offering and the Company agreed to allocate such orders in full, subject to sufficient Offer Shares being available
following the Pre-placement and the Rights Offering and considering the Dilution Protection Rights. Susanne
Weiss indicated to the Company to place an order to (indirectly) subscribe for €0.5 million in Offer Shares in
the International Offering and the Company agreed to allocate such order in full, subject to sufficient Offer
Shares being available following the Pre-placement and the Rights Offering and considering the Dilution Protection Rights.
Assuming that members of the Ortner-Strauss Syndicate subscribe for €1.5 million in Offer Shares, and
assuming an Offer Price corresponding to the closing price of the Shares on April 8, 2014 of €48 and full allocation to the Ortner-Strauss Syndicate, the Ortner-Strauss Syndicate will acquire 31,250 Offer Shares and
hold, assuming the issue and sale of all 2,645,000 Offer Shares, in total 8,146,408 Shares, corresponding to
56.0% of the Shares outstanding after the Offering (see also "Principal Shareholders").
- 32-
Termination of the Offering
Pursuant to the underwriting agreement entered into by the Company and the Underwriters on the date
of this Prospectus (the "Underwriting Agreement"), the obligations of the Underwriters are subject to the
fulfillment of conditions precedent such as the registration of the capital increases creating the Offer Shares
with the companies' register and other customary conditions, and the Joint Lead Managers, on behalf of the
Underwriters, have the right to terminate the Underwriting Agreement under certain circumstances, including the occurrence of events of force majeure..
In the event of termination prior to the settlement on the First Closing Date, all purchase orders placed
in the Pre-placement will become void. In the event of termination after the First Closing Date and prior to
the settlement on the Second Closing Date, the occurrence of the settlement on the First Closing Date will
remain unaffected thereby. In the event of termination after the First Settlement Date, any exercise of Subscription Rights for Offer Shares at the Offer Price would remain valid and such Offer Shares would nevertheless be delivered on the Second Closing Date. However, subject to the terms of the Underwriting Agreement and subject to investors refusing to accept delivery of Offer Shares placed in the International Offering
(including preferential allocation to holders of Dilution Protection Rights) against payment of the Offer Price,
the number of Offer Shares placed in the International Offering to be issued on the Second Closing Date
could be reduced or such shares could be sold at a price below the Offer Price, in which case the proceeds
received by the Company would be lower than anticipated. In such an event, investors who purchased Offer
Shares in the Pre-placement and whose Offer Shares were delivered on the First Closing Date or exercised
Subscription Rights for Offer Shares in the Rights Offering could suffer significant economic dilution. The
Subscription Ratio will be maintained despite any reduction of the number of Offer Shares allocated in the
Pre-placement. Accordingly, the participation of Shareholders and holders of Subscription Rights exercising
their Subscription Rights will increase if less than 2,645,000 Offer Shares are issued. Holders of Subscription
Rights wishing to exercise Subscription Rights are, therefore, requested to inform themselves of any consequences resulting from an increase of their participation in the Company's share capital.
Form, delivery and settlement
The Offer Shares purchased or subscribed in the Offering will be represented by one or more modifiable
global certificates (veränderbare Sammelurkunden), which will be deposited with OeKB, Am Hof 4, A-1010
Vienna, Austria. Delivery of the Offer Shares against payment of the Offer Price is expected to take place
through the book-entry facilities of OeKB, Euroclear and Clearstream. Offer Shares that are allocated in the
Pre-placement are expected to be delivered against payment of the Offer Price on or about the First Closing
Date (i.e., April 15, 2014). Offer Shares that are allocated in the Rights Offering and in the International Offering are expected to be delivered against payment of the Offer Price on or about the Second Closing Date
(i.e., May 5, 2014).
Admission to the Vienna Stock Exchange and commencement of trading
Application will be made to list the Offer Shares on the Official Market of the Vienna Stock Exchange,
where the Existing Shares are already admitted to trading. Subject to approval by the Vienna Stock Exchange, trading on the Vienna Stock Exchange in the Standard Market Continuous segment in relation to (i)
the Offer Shares to be delivered on the First Closing Date is expected to commence on or about
April 14, 2014, and (ii) the Offer Shares to be delivered on the Second Closing Date is expected to commence on or about May 2, 2014.
Delivery of the Offer Shares will take place after the commencement of trading in the Offer Shares on
the Vienna Stock Exchange. If an investor, including an Existing Shareholder or a holder of Subscription
Rights or a holder of Dilution Protection Rights, has sold Offer Shares to a third party prior to the delivery of
the Offer Shares in book-entry form and is unable to meet its obligations to deliver the Offer Shares to a
third party due to the termination of the Underwriting Agreement by the Joint Lead Managers, on behalf of
the Underwriters, any legal recourse will arise exclusively from and be limited to the contractual relationship
between the investor and such third party. In case of short sales in the Offer Shares by investors, the selling
investor bears the risk of being unable to fulfill its delivery obligation.
In this context, investors, including Existing Shareholders, holders of Subscription Rights and holders of
Dilution Protection Rights, should note that the Offer Shares will have a different ISIN than the Existing
Shares until and excluding the Company's dividend ex-date for the financial year ended December 31, 2013,
which is scheduled to be May 26, 2014. Only thereafter the Offer Shares will be traded together with, and
have the same ISIN as, the Company's Existing Shares. Therefore, the Offer Shares and the Existing Shares
will not qualify as the same financial instrument, and the number of Offer Shares available will be limited.
Therefore, persons engaging in transactions in Offer Shares, including any short sales, should note that they
will not be able to fulfill any obligations to deliver Offer Shares by delivering Existing Shares instead, and/or
may not be able acquire Offer Shares in the market or otherwise to fulfill any obligations to deliver Offer
Shares.
Interests that are material to the offer including conflicting interests, other relationships
The Underwriters have entered into a contractual relationship with the Company in connection with the
Offering. Upon completion of the Offering, the Underwriters will receive a commission. In connection with
- 33-
the Offering, the Underwriters and their respective affiliated companies will be able to acquire Offer Shares
for their own accounts and hold, purchase or sell for their own accounts and can also offer or sell these
Shares outside of the Offering. The Underwriters do not intend to disclose the scope of such investments or
transactions if not required by law.
The Underwriters and/or their respective affiliates have provided, currently provide or may provide in
the future various investment banking, commercial banking, financial advisory and/or similar services to
companies of the PORR Group on a regular basis, and maintain normal business relationships with the companies of the PORR Group in their capacity as credit institutions or as lenders under credit and/or guarantee
facilities, for which they have received and may continue to receive customary fees and expenses. All investment, consulting and financial transactions with the Underwriters are conducted on an arm’s length basis. The proceeds from the issue of the Offer Shares can be used for the repayment of credit-type products
extended by the Underwriters to the Company and the PORR Group.
- 34-
CAPITALIZATION
The following tables show the capitalization (including financial debt) of the Company as of December 31, 2013. The figures in the table are based on the audited Consolidated Financial Statements 2013
prepared in accordance with IFRS and have been adjusted (unaudited) to reflect the expect net proceeds
from the issuance of the Offer Shares (assuming the issue of all 2,645,000 Offer Shares at an assumed Offer Price of €48 per Offer Share, being the closing price of the Existing Shares on the Vienna Stock Exchange
on April 8, 2014). The tables should be read in conjunction with the Consolidated Financial Statements
2013.
As of December 31, 2013
Adjusted for the
Offering
(unaudited)
(unaudited)
(in € thousand)
Capitalization
Current financial liabilities ...........................................................
thereof secured .........................................................................
thereof guaranteed ....................................................................
thereof unsecured/unguaranteed .................................................
Non-current financial liabilities ....................................................
thereof secured .........................................................................
thereof guaranteed ....................................................................
thereof unsecured/unguaranteed .................................................
Other interest bearing debt ..........................................................
Shareholders' funds .....................................................................
thereof share capital ..................................................................
thereof capital reserves ..............................................................
thereof other reserves ...............................................................
thereof profit participation rights of subsidiaries .............................
thereof non-controlling interests ..................................................
Total capitalization .......................................................................
192,930
46,591
18
146,321
497,435
172,387
38,561
286,487
140,939
347,662
24,203
139,632
134,898
46,120
2,809
1,178,966
192,930
46,591
18
146,321
497,435
172,387
38,561
286,487
140,939
469,120
29,493
255,800
134,898
46,120
2,809
1,300,424
As of December 31, 2013
Adjusted for the
Offering
(unaudited)
(unaudited)
(in € thousand)
Net Financial Indebtedness
A. Cash .........................................................................................
B. Cash equivalents .........................................................................
C. Trading securities ........................................................................
D. Liquidity (A+B+C) ....................................................................
764
332,143
0
332,907
764
453,601
0
454,365
E. Current financial receivable(1) ...................................................
784,084
784,084
F. Current bank debt .......................................................................
G. Current portion of non-current debt ...............................................
H. Other current financial debt(2) .......................................................
I. Current financial debt (F+G+H) ................................................
36,914
99,134
790,098
926,146
36,914
99,134
790,098
926,146
J. Net current financial indebtedness (I-E-D) ................................
-190,845
-312,303
K. Non-current bank loans ................................................................
L. Bonds issued ..............................................................................
M. Other non-current financial indebtedness........................................
N. Non-current financial indebtedness (K+L+M) ...........................
190,347
223,659
83,429
497,435
190,347
223,659
83,429
497,435
O. Net financial indebtedness (J+N) .............................................
_______________________
Sources: unaudited internal information of the Company
(1)
This position consists of trade receivables and other financial assets.
(2)
This position includes trade payables and other current financial liabilities.
306,590
185,132
Since December 31, 2013 there has been no material change to the information contained in the tables
above. Due to regular seasonal changes to net debt as described in "Operating and Financial ReviewLiabilities-Net debt", net financial indebtedness has increased materially as of the end of February 2014. The
Company believes such change is not material in terms of capitalization as such increase has been in line
with the seasonal development in past years.
In addition to the above tables, contingent liabilities amounted to €65.4 million as of December 31, 2013 and related to guarantees issued in favor of (financial) creditors of non-consolidated associates
and other companies in which the Group holds a stake.
Working Capital Statement
In the Company's opinion, cash flow from operating activities and cash and other liquid resources from
other existing sources of financing available to it are sufficient to cover the PORR Group's foreseeable payment obligations for a period of at least 12 months following the date of this Prospectus.
- 35-
DIVIDEND POLICY
Shareholders are entitled to an annual dividend declared in respect of the Company's financial year. The
payment and the amount of dividends on the Shares are subject to the approval of the shareholders at the
annual shareholders' meeting. See "Description of Share Capital and Articles of Association of PORR AG—
Other Shareholder Rights—Dividend rights". In addition to the Shares, also profit participation rights in accordance with Section 174 Austrian Stock Corporation Act issued by the Company (the "PORR Profit Participation Rights") are entitled to a share in the profits and a preferred dividend of €0.51 per profit participation right, which is to be paid when a dividend is paid also for earlier financial years for which there has
been no dividend distribution.
In 2011, the Company paid a dividend in respect of its financial year ended December 31, 2010 of
€0.1275 per Share (as adjusted for the 1:4 stock split in 2013) and €0.51 per PORR Profit Participation
Right. In 2012, the Company made no dividend distribution in respect of its financial year ended December 31, 2011. In 2013, the Company paid a dividend in respect of its financial year ended December 31,
2012 of €0.3125 per Share (as adjusted for the 1:4 stock split in 2013) and €1.25 per PORR Profit Participation Right and paid the preferred dividend of €0.51 per PORR Profit Participation Right outstanding in respect
of its financial year ended December 31, 2011 (and a preferred dividend per then existing preference share
in respect of the financial year 2011 in the amount of €0.1275 per preference share (as adjusted for the 1:4
stock split in 2013)). In respect of the financial year ended December 31, 2013, the Managing Board has
proposed a dividend of €1 per Existing Share and €4 per PORR Profit Participation Right. A dividend resolution is to be taken by the shareholders' meeting scheduled to take place on May 22, 2014. The Offer Shares
are not entitled to a dividend in respect of the financial year ended December 31, 2013.
The Company's policy is to recommend a dividend, which represents a payout ratio of 30% to 50% of
the consolidated profit for the period. The timing and amount of such dividends, if any, will depend upon the
Company's future earnings and prospects, capital requirements and financial condition and such other factors, as the Managing Board and the Supervisory Boards consider relevant, as well as the approval of shareholders. There can be no assurance that any dividends will be paid or that, if paid, they will correspond to
the policy described above.
The Company's ability to pay dividends is determined based on its separate (unconsolidated) financial
statements prepared in accordance with Austrian GAAP. Dividends may only be declared and paid from the
net profits (Bilanzgewinn) recorded in the Company's separate (unconsolidated) annual financial statements
as approved by the Supervisory Board. In determining the amount available for distribution, the profit for
the period (Jahresüberschuss) must be adjusted to account for any accumulated undistributed net profits or
loss from previous financial years as well as for withdrawals from or allocations to reserves. Certain reserves
must be established by law, and such reserves must therefore be deducted from profit for the period in calculating net profits. Based on its separate (unconsolidated) financial statements for the financial year ended
December 31, 2013, the Company's net profits were €12.1 million.
Dividends paid by the Company may be subject to deduction of Austrian withholding tax, as described in
"Taxation—Taxation of Dividends".
- 36-
USE OF PROCEEDS
The Company pursues the Offering in order to strengthen the Company's capital base. The Company will
receive the net proceeds from the Offering comprising the gross proceeds from the sale of the Offer Shares
less the commissions of the Underwriters and other Offering related expenses incurred by the Company. The
net proceeds the Company will receive from the Offering depend on the actual number of Offer Shares sold,
the final Offer Price, the commissions and the actual Offering related costs.
Assuming the issue of all 2,645,000 Offer Shares and an Offer Price of €48, corresponding to the closing
price of the Existing Shares on the Vienna Stock Exchange on April 8, 2014, the gross proceeds from the Offering would be €127.0 million. The Company estimates that its total costs (including commissions of the
Underwriters and capital contribution tax of 1% (Gesellschaftsteuer)), based on the assumed issue of all
2,645,000 Offer Shares at an Offer Price of €48, corresponding to the closing price of the Existing Shares on
the Vienna Stock Exchange on April 8, 2014, will amount to approximately €5.5 million and, accordingly,
expects to receive net proceeds from the Offering of approximately €121.5 million.
The Company intends to use the net proceeds from the Offering to strengthen its capital base. The
Company intends to repay the ABAP Profit Participation Rights (total nominal of €70 million) in full or in part
and use remaining proceeds to fund the increase in the volume of its business operations based on its current order backlog as well as to support certain accretive acquisitions in Home Markets on a selective and
opportunistic basis.
- 37-
DILUTION
The net assets of PORR Group on a consolidated basis attributable to shareholders as of December 31, 2013 (i.e., excluding non-controlling interests and profit participation rights of subsidiaries and as
adjusted for treasury shares and the PORR Profit Participation Rights) amounted to €300.6 million or €24.8
per Share, based on adjusted 12,101,700 Shares (11,902,500 Existing Shares outstanding adjusted for the
PORR Profit Participation Rights). Net assets (excluding non-controlling interests and profit participation
rights of subsidiaries and as adjusted for treasury shares and the PORR Profit Participation Rights) per Share
are determined by dividing total assets less total liabilities by the number of Existing Shares (as adjusted for
the PORR Profit Participation Rights).
Assuming the issue of all 2,645,000 Offer Shares in this Offering at an assumed Offer Price of €48 per
Offer Share, corresponding to the closing price of the Existing Shares on the Vienna Stock Exchange on
April 8, 2014, the PORR Group's net assets attributable to shareholders as of December 31, 2013 (i.e., excluding non-controlling interests and profit participation rights of subsidiaries and as adjusted for treasury
shares and the PORR Profit Participation Rights) would have been approximately €422.1 million, or €28.6
per Share, based on adjusted 14,746,700 Shares (14,547,500 Shares outstanding adjusted for the PORR
Profit Participation Rights), after deducting the commissions payable to the Underwriters and other Offering
related expenses incurred by the PORR Group. This represents an immediate increase of approximately €3.8
or approximately 15.2% in the net assets per Share for existing shareholders not participating in the Offering and an immediate decrease of approximately €19.4 or approximately 40.4% in the net assets per Share
for investors purchasing Offer Shares in the Offering. Dilution per Offer Share to new investors is determined by subtracting the net assets per Share after the Offering from the Offer Price paid by an investor.
Each investor should be aware that the above calculation is based on an Offer Price of €48 per Offer
Share, corresponding to the closing price of the Existing Shares on the Vienna Stock Exchange on
April 8, 2014. The actual dilution will be determined on the basis of the actual net proceeds based on the Offer Price, which will be determined in accordance with the following formula: (final number of Offer Shares
issued) x (Offer Price) - €5.5 million (amount of expenses in connection with the Offering payable by PORR
Group).
- 38-
SELECTED FINANCIAL DATA
The following tables provide selected financial information as of and for the financial years ended December 31, 2011, 2012 and 2013 derived from the Consolidated Financial Statements, which are included in
this Prospectus. The German language original of the Consolidated Financial Statements 2011 have been
audited jointly by Deloitte and BDO and have received an unqualified audit opinion by Deloitte and BDO. The
German language originals of the Consolidated Financial Statements 2012 and 2013 have been audited by
BDO and have each received an unqualified audit opinion by BDO. The Consolidated Financial Statements included in this Prospectus are translations of the original German language documents. Prospective investors
are encouraged to read the information contained in this section in conjunction with the section entitled
"Operating and Financial Review" as well as the Consolidated Financial Statements.
Selected consolidated income statement data
Revenue ...............................................
Earnings before interest, tax, depreciation and amortization (EBITDA) ...............................
Operating Result (EBIT)..........................
Earnings before tax (EBT) .......................
Profit/loss or the period ..........................
Earnings per Share(2) (in €) .....................
Dec 31, 2013
(audited)
€ thousand
2,694,153
Financial year ended
Dec 31, 2012
(audited)
€ thousand
2,314,828
154,731
88,026
60,493
52,585
3.88
Dec 31, 2011
(audited) (restated)(1)
€ thousand
2,212,490
103,837
53,809
22,008
17,993
1.08
10,826
-40,465
-83,069
-70,189
-7.35
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
Data for 2012 and 2011 adjusted to reflect the 1:4 stock split in 2013. Such adjustments are unaudited.
Selected data of the consolidated statement of financial position
As of
Dec 31, 2012
(audited)(2)
€ thousand
1,101,407
959,334
110,411
2,060,741
Non-current assets .............................
Current assets ....................................
thereof cash and cash equivalents .......
Total Assets ........................................
Dec 31, 2013
(audited)
€ thousand
1,068,659
1,227,811
332,907
2,296,470
Dec 31, 2011
(audited) (restated)(1)
€ thousand
1,178,059
958,993
153,813
2,137,052
Equity .................................................
Non-current liabilities .........................
thereof non-current financial liabilities ..
thereof bonds....................................
Current liabilities ................................
thereof current financial liabilities ........
thereof bonds....................................
Total Equity and Liabilities..................
347,662
668,692
273,776
223,659
1,280,116
93,796
99,134
2,296,470
322,553
595,591
169,173
273,103
1,142,597
254,635
0
2,060,741
303,243
811,706
408,241
224,088
1,022,103
87,908
69,630
2,137,052
Net Debt(3) ............................................
Working Capital(4) ..................................
Net Working Capital(5) ............................
357,458
-52,305
-192,282
586,500
-183,263
-39,039
636,054
-63,110
-59,385
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
In respect of Intangible Assets and Deferred Tax Liabilities, comparative figures as of December 31, 2012 were revised according to IFRS 3.49 in
the Consolidated Financial Statements 2013.
(3)
Net Debt is calculated by adding bonds (current and non-current), non-current financial liabilities and current financial liabilities and subtracting
cash and cash equivalents. Net debt is not an IFRS financial measure and is therefore unaudited.
(4)
Working capital is calculated as current assets minus current liabilities. Working capital is not an IFRS financial measure and is therefore unaudited.
(5)
Net working capital is calculated as current assets (without cash and cash equivalents) minus current liabilities (without current financial liabilities
and current portion of bonds). Net working capital is not an IFRS financial measure and is therefore unaudited.
Selected data from the statements of cash flow
Net cash flow from operating activities ...................
Net cash flow from investing activities ....................
Net cash flow from financing activities ....................
Dec 31, 2013
(audited)
€ thousand
206,707
11,737
5,444
_______________________
Financial year ended
Dec 31, 2012
(audited)
€ thousand
110,885
-108,275
-44,271
Dec 31, 2011
(audited) (restated)(1)
€ thousand
39,549
-125,983
29,682
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
- 39-
Other operating data
Production Output (1) ............................................
Order bookings (2) ................................................
Order backlog (end of financial year) (2) ..................
Dec 31, 2013
(unaudited)
€ thousand
3,439,092
4,656,370
4,590,617
_______________________
Financial year ended
Dec 31, 2012
(unaudited)
€ thousand
2,890,957
3,500,133
3,373,339
Dec 31, 2011
(unaudited)
€ thousand
2,905,634
3,220,880
2,764,163
(Source: Unaudited information of the Company)
(1)
Production Output is widely used in the construction industry and management believes that it is a useful measure for assessing the overall construction output of the PORR Group and other entities and consortia/joint ventures in which the PORR Group holds a direct or indirect interest. It is
important to note that Production Output is not an IFRS financial measure and is not designed to measure financial performance. Production Output should not be considered as an alternative to revenue as determined in accordance with IFRS. Production Output is not indicative of revenue.
There is no official definition of Production Output. Measures bearing the same or similar names disclosed by other construction companies or presented in industry reports and similar publications may be calculated differently. For more information, including a detailed definition and explanation see "Operating and Financial Review—Revenue and Production Output".
(2)
Order bookings and order backlog are also widely used in the construction industry and management believes that it is a useful measure for assessing the operating performance of the PORR Group. It is important to note that each of order bookings for a period and order backlog as of a
date is not an IFRS financial measure and is not designed to measure financial performance. Order bookings and order backlog are also not indicative of revenue or Production Output in the future. There is no official definition of order bookings or order backlog. Measures bearing the same or
similar names disclosed by other construction companies or presented in industry reports and similar publications may be calculated differently.
For more information, see "Operating and Financial Review—Order Backlog and Order Bookings".
- 40-
OPERATING AND FINANCIAL REVIEW
The following discussion and analysis of PORR Group's financial condition and results of operations is
based on, and should be read in conjunction with the Consolidated Financial Statements and other financial
information contained in this Prospectus. The review includes forward-looking statements, which are subject
to risks and uncertainties, which could cause actual events or conditions to differ materially from those expressed or implied herein. For a discussion of some of those risks and uncertainties, see "Forward-Looking
Statements" and "Risk Factors". For an overview on important selected financial data, see "Selected Financial Data".
Overview
The PORR Group is a mid-sized European construction group offering a full range of construction and
construction related services in Austria and in its other Home Markets, namely Germany, Switzerland, the
Czech Republic and Poland. Main commercial names under which the PORR Group operates are "PORR",
"TEERAG-ASDAG" and "Strauss & Partner". In addition to its Home Markets, the PORR Group operates on a
project related and opportunistic basis in other CEE and SEE countries such as Romania, Bulgaria, Serbia
and the Slovak Republic and in the Middle East, namely Qatar and, in the future, potentially also Saudi Arabia, where the PORR Group focuses on the selective acquisition of large-scale infrastructure projects.
Key Factors Affecting Results of Operations
In the management's view, the following are the key factors that have affected the PORR Group's results of operations over the past three years, and are likely to continue to affect its results of operations:
General economic conditions and government spending on infrastructure projects
In 2013, 80.4% of the PORR Group's Production Output originates from Austria and Germany and management estimates more than one third of its Production Output stems from infrastructure projects. The
demand for the PORR Groups' products and services and, consequently, the Group's results in any given period are materially affected by construction sector activity levels, which in turn are primarily driven by general economic conditions (including levels of interest rates, amount of liquidity and credit available in an
economy, and taxes) and the level of government spending on infrastructure projects. An environment
characterized by declining or slow economic growth typically disincentivizes government, business and individual investments, and lowers the construction industry's output. The construction industry is usually one
of the first affected by economic cycles. However, the construction industry can at times experience a delay
in the effects of conditions in the broader economy due to the fact that it typically takes several years to finalize large-scale construction projects
Government spending finances a significant portion of infrastructure development. Government spending on infrastructure projects is driven by political factors, which may cause governments to invest into infrastructure projects as a counter-cyclical measure, in order to stimulate the general economy as well as the
situation of public budgets. At the same time, in Europe, infrastructure development is driven by large infrastructure projects on a supranational level which partially offsets any declines in infrastructure spending on
a local level. Furthermore, specific political programs may influence public spending on infrastructure projects, such as focused efforts to improve infrastructure in certain regions or certain road and/or rail traffic
lines, which may have a positive effect on the construction industry. The PORR Group closely monitors infrastructure projects that are planned in its Home Markets and other markets in which the PORR Group is active in order to be able to successfully participate in the bidding process. Although some of the projects may
experience delays due to governmental cost cuttings, necessity of new infrastructure and need to renovate
or restructure existing infrastructure means that governmental cost cutting usually merely results in delays
rather than cancellation. Despite the recent economic downturn and a shift in the public sector in the Home
Markets towards saving, the PORR Group has not experienced any significant decrease in the amount of
governmental projects awarded in the past three years.
The degree of competition in the markets in which the PORR Group operates
At a European level, the PORR Group competes with all internationally active construction companies
which, like the PORR Group, operate across regions and in multiple countries. In the Middle East, the PORR
Group competes with some of the biggest construction companies in the world, mainly from Europe, the
United States of America and Asia. The Group also faces competition from a number of medium-sized firms
with a strong regional presence or specialization. In particular in Austria but also in its other Home Markets,
increasing competition and lower general construction output have led to shrinking margins. The degree of
competition affects the level of margins achievable and thus results of operations.
The PORR Group has reacted to this trend by focusing on selective acquisition of technologically demanding higher-margin projects requiring special know-how and expertise while it has reduced its involvement in standard construction projects where margin pressure is particularly high due to intense competition, in particular outside its most important markets Austria, Germany and Poland.
- 41-
Efficiency in project calculation and risk management
Appropriate project calculation and subsequent effective risk management are key factors for the profitability of PORR Group's construction projects. As the costs and the time line of a project are defined in advance at the bidding phase, actual costs and time line to complete a construction project may deviate materially from the assumptions made in the bidding phase. In the period covered by the Consolidated Financial
Statements, in some cases the PORR Group's estimates of the cost and time requirements of a project diverged significantly from the actual cost and time required to complete the project, which negatively affected the Group's results of operations. As an example, failures in risk management in respect to large-scale
projects in Hungary and Romania contributed to total additional costs of approximately €82 million and
caused the PORR Group to generate a loss for the period in the financial year 2011. Since then, the PORR
Group has materially improved its risk management systems in respect of project selection, calculation and
implementation as part of its fitforfuture optimization program. As a consequence of changes to risk management, the PORR Group reduced its presence in CEE and SEE countries (other than its Home Markets Poland and the Czech Republic) and intends to bid in such region for projects only where payment is secured,
as is the case for projects funded by European Union, and the required resources are available in-house.
Changes in raw material prices
The PORR Group is exposed to changes in the prices of its key raw materials (such as steel, cement, bitumen, gravel) and energy (such as diesel and electricity), as well as prices for project-related services
sourced from third parties. The PORR Group endeavors to manage such pricing risks by way of concluding
project related framework agreements securing the PORR Group access to key raw materials at fixed prices.
In addition, due to its vertical integration, the PORR Group has access to certain raw materials, in particular
concrete, asphalt, stone and gravel in its most important market, Austria. Where the PORR Group has no
own resources at its disposal it is exposed to price fluctuation. This is taken into consideration at the bidding
process in order to pass on price fluctuations of input materials to the customer. Therefore, increases in the
prices of raw materials and other input material and services typically have the greatest impact on the PORR
Group's revenues and Production output and to a lesser extent on its result of operations. However, in situations where prices rise unexpectedly or the Group has less or more costly access to the raw materials required for a particular project than its competitors, its ability to pass such increases on to its customers is
limited.
Cost, administrative and financial efficiency
In addition to market driven factors and project related risk management, the overall cost, administrative and financial efficiency of the PORR Group has a material influence on its profitability. In the financial
years 2012 and 2013, the Group's EBIT margin (EBIT (earnings before interest and tax) as a percentage of
revenue) amounted to 2.3% and 3.3%, respectively, and therefore lagged behind many other construction
companies. Therefore, even small improvements in material cost positions and EBIT margin have a significant effect on the Group's future results of operations and profitability.
In April 2012, the Company initiated fitforfuture, a cost reduction and optimization program with the objective to improve operating profitability over a period of three years. fitforfuture spans all business units,
regional organizations as well as headquarter. The scope of the program includes reduction of operating expenditures, including staff expenditure as well as indirect and direct spend, optimization of capital expenditures, improvement of construction equipment utilization, optimization of the Group's organizational structure, streamlining of processes and the introduction of comprehensive operational risk management. As a
part of this project, a shared service center was created which acts as a central service provider for the entire PORR Group. This helps to ensure that all units of the Group have access to the same standards in accounting, financing, controlling, legal affairs and IT. Similarly, the PORR Group is centralizing purchases of
raw materials, services and energy to benefit from economies of scale.
Acquisitions
The PORR Group has and intends to continue to strengthen its regional coverage and/or to further expand its products and services portfolio by means of selective and opportunistic add-on acquisitions of interesting small or medium sized companies. In 2011, the PORR Group acquired an additional 47.19% interest
in its subsidiary TEERAG-ASDAG and subsequently squeezed-out the remaining 0.26% shareholders. Such
acquisition had material effects on group equity (which decreased by €83.7 million due to consolidation effects). Also in 2011, the Company acquired the operative business areas of Strauss & Partner Immobilien
GmbH in the course of a share capital increase against contributions in kind. In 2012, the PORR Group,
amongst others, acquired TKDZ GmbH, Wellen, Germany, to strengthen its environmental engineering position in Germany. In 2013, the PORR Group acquired Grund- Pfahl- und Sonderbau GmbH, including Stump
Spezialtiefbau GmbH, active in foundation engineering in Austria, Germany, Poland and the Czech Republic,
and PRAJO HOLDING Beteiligungs- & Verwaltungsgesellschaft mbH, an Austrian specialist in demolition and
the recycling of construction materials. The PORR Group has also expanded and plans to continue expand,
again on a selective and opportunistic basis, its network of quarries, gravel pits and asphalt and concrete
mixing plants in its Home Markets.
- 42-
Seasonality
Due to snow, ice, low temperatures and other adverse weather conditions, the PORR Group's revenue
and Production Output in the winter season are typically lower than in the spring and summer seasons. Seasonal patterns are particularly pronounced in the PORR Group's road construction business and to a lesser
extend in its building construction business. While these variations do not affect the comparability of the
Group's revenue, Production Output and results from year to year, PORR Group's interim financial information reflects seasonal patterns.
Segment Reporting
Primary segments
The Group presents segment information in accordance with IFRS 8. The segment reporting reflects essentially the management structure of its organization. The segment reporting also reflects the Group's internal reporting and the predominant sources of risks and returns in its business. There are significant
transactions among the Group's primary segments, which relate to services provided by one segment to another, in particular by the "Other" segment to the five operative segments. The segment with primary responsibility for a relevant project and invoicing the customer records all income derived from that project as
revenue. If the segment uses another segment to provide intra-group services in connection with that project, such other segment records inter-segmental revenue for the services performed, while the segment receiving the services incurs an intra-group expense in the same amount. With respect to Production Output,
Production Output relating to that project is recorded in the segment providing the service (rather than the
segment receiving the service and invoicing the customer, as is the case in respect of revenue).
Set forth below are the primary segments of the Group:
Segment Business Unit 1 – DACH: This segment covers the Group's operating business in Austria,
Germany and Switzerland. A full range of products and services is offered. See also the more detailed description of the activities of this segment in "Business-Business unit 1 – DACH".
Segment Business Unit 2 – CEE/SEE: This segment covers the Group's operating business in Poland
and the Czech Republic, in which the Group offers its full range of construction services, and certain other
regions in CEE and SEE, in which the Group reduces its activities to projects business. See also the more detailed description of the activities of this segment in "Business - Business Unit 2 – CEE/SEE".
Segment Business Unit 4 – Infrastructure: This segment bundles the Group's core competencies in
public infrastructure and includes the departments tunneling, foundation engineering, railway construction,
pipeline construction, structural engineering, power plant construction and large-scale civil engineering projects. See also the more detailed description of the activities of this segment in "Business - Business Unit 4
– Infrastructure".
Segment Business Unit 5 – Environmental Engineering: This segment comprises expertise in the
fields of water, wastewater, waste and environmental clean-up. See also the more detailed description of
the activities of this segment in "Business-Business Unit 5 – Environmental Engineering".
Segment Business Unit 6 – Real Estate: This segment is comprised of Group companies specialized
in real estate project development, namely Strauss & Partner Development GmbH and PORREAL Immobilien
Management GmbH. It also includes the associated company UBM Realitätenentwicklung Aktiengesellschaft,
in which the Group holds a 41.80% interest. See also the more detailed description of the activities of this
segment in "Business-Business Unit 6 – Real Estate".
Other: This segment includes Group shared services and shareholdings in non-operational companies.
This segment, in addition, includes all of the PORR Group's activities in the Middle East, which are part of the
Business Unit 3 – International. In these markets, the PORR Group presents itself as an expert, premium
provider and infrastructure specialist in tunneling, railway construction and foundation engineering. See also
the more detailed description of the activities of this segment in "Business―Business Unit 3 – International".
Given that the PORR Group has only started to recognize revenue from such activities in the financial year
2013, Business Unit 3 – International is not a separate reporting segment, but is part of this segment "Other".
Secondary segments; regional information
The Group's secondary segment reporting is based on geographic regions. Allocation of revenue among
geographic regions in the secondary segment reporting is based on the locations of the relevant customer
on a country-by-country basis. See the table in "Business - Customers".
Factors Affecting the Comparability of Financial Information
In the financial year 2012 and the Consolidated Financial Statements 2012, amendments to IAS 19 Employee Benefits were applied for the first time. The amendments to IAS 19 were applied retrospectively in
accordance with IAS 8 and led to a restatement of the comparative information for the financial year ended
- 43-
December 31, 2011 presented in the Consolidated Financial Statements 2012. See note 3.1 as included in
the notes to the Consolidated Financial Statements 2012 for detailed information. Financial data with respect
to the financial year ended December 31, 2011 are presented throughout this section on a restated basis.
Critical Accounting Policies
The following section summarizes such of the Group's accounting policies which, in the opinion of management, are important for the presentation of the financial condition and results of operations of the
Group, and whose application necessarily entails judgments, assumptions or estimates, which require subjective or complex assessments to be made. These assessments could subsequently prove to be inaccurate
and therefore result in changes in the relevant financial information. For additional information, see note 6.1
in the Consolidated Financial Statements 2013.
Construction contracts/Percentage of completion method
Revenues from construction contracts are recognized according to the percentage of completion of the
contract (percentage of completion method). When the outcome of a construction contract can be estimated
reliably, contract revenue and contract costs of the construction contract are recognized as revenue and expenses, respectively, by reference to the stage of completion. The stage of completion is determined by the
work performed at the balance sheet date as compared to final project completion on the basis of a detailed
calculation for each contract. Claims are recognized only when it is likely that the customer will accept them
and when they can be reliably measured. Under the percentage of completion method, contract revenue is
recognized as revenue in the income statement in the accounting periods in which the work is performed.
Contract costs are reflected as expenses in the periods in which the work is performed. However, when the
estimate on a contract indicates a loss, the entire expected loss is recognized as an expense (by establishing
a provision) in full immediately. Where the result of a construction contract cannot be estimated reliably, the
amount of contract revenues recognized conforms to the accrued contract expenses.
Assessments of construction contracts until project completion, in particular with a view to the acceptance of claims, contract revenues using the percentage of completion method, and the estimate of the
probable operating profit from a contract, are based on expectations of the future development of the relevant construction contracts. A change in such estimates, particularly as regards contract expenses, percentage of completion, the estimated operating profit and the actual additional services accepted may have a
significant effect on the Group's financial condition and results of operation. A sensitivity analysis is included
in note 6.1 to the Consolidated Financial Statements 2013.
Real estate
Investment property is held for the generation of rental income and/or for the purpose of its rise in value on a subsequent disposal. This includes office and commercial premises, residential buildings and unimproved land. These are recognized at their fair values. As of December 31, 2013, the carrying value of the
Group's real estate held as investment property amounted to €234.4 million. The carrying value is generally
equal to the present value of realizable earnings from leasing of the property. The basis for the measurement of the carrying value of investment property is derived from the market value opinions of independent
experts or, alternatively, the fair values are determined based on the present value of the estimated future
cash flows expected to be generated by the real estate. Gains or losses from changes in value are reflected
in profit or loss for the period in which the change in fair value occurred.
Small adjustments in economic assumptions or other sources of estimates/uncertainties can have a significant impact on the fair value of real estate and therefore on the financial condition and results of operation of the Group. In particular, an adjustment in the interest rate applied in the course of the real estate
valuation may have a significant effect on the carried value of real estate. Furthermore, there is a risk that
property sales carried out on short notice generate proceeds and related real estate valuations which are
lower than those achievable in an orderly sales process. A sensitivity analysis is included in note 6.1 to the
Consolidated Financial Statements 2013.
Impairment
Intangible assets are capitalized at acquisition cost and amortization is recognized on a straight-line basis over the probable useful life. If impairment is established, the relevant intangible assets are recognized
at the recoverable amount, which is the fair value less costs of sale or the value in use, if higher. As of December 31, 2013, the carrying amount of the Group's intangible assets was €65.8 million.
Goodwill is recorded as an asset. As of December 31, 2013, the Group carried goodwill amounting to
€25.2 million. In order to assess any impairment need, goodwill is assigned to the cash-generating unit or
groups of cash-generating units, which benefit from the group synergies. Such cash-generating unit or
groups of cash-generating units are tested once a year for impairment, as well as at any other time where
circumstances exist that indicate there may be possible impairment.
Property, plant and equipment, with the exception of real estate, is valued at cost, including incidental
costs less reductions in the acquisition costs, or at manufacturing cost, and is subject to the previously ac- 44-
cumulated and regularly applied straight-line depreciation during the year. As of December 31, 2013, the
carrying amount of the Group's property, plant and equipment was €449.2 million.
Impairment tests on goodwill, other intangible assets, property, plant, equipment and investment property are primarily based on estimated future net payment flows, which are expected from the continuous
use of an asset and its disposal at the end of its useful life. Factors such as lower revenues or rising expenditure and the resulting lower net payment flows as well as changes to the discount factors used can
lead to impairment due to a reduction in value or, as far as allowed, to a reversal of impairment due to an
increase in value. For additional information regarding the growth rates and capital costs, which are taken
into account for purposes of the Group's goodwill impairment tests, see notes 17 and 6.1 to the Consolidated Financial Statements 2013.
Provisions
Provisions are set up when the Group has a present legal or constructive obligation to third parties as a
result of past events, it is probable that an outflow of resources will be required to settle the obligation, and
a reliable estimate of the amount can be made. Provisions for warranty claims and other contract risks are
determined on the basis of an individual assessment of the risks. A provision is made when it is deemed
probable that claims will be raised against the Group, irrespective of the period in which the matter is likely
to be settled. The provision amount corresponds to the best possible estimate of the amount of the expected
claim. Provisions for impending losses are based on current contract calculations of pending orders and are
made where such calculation results in an expected loss. As of December 31, 2013, provisions for construction activities (buildings) amounted to €82.1 million (2012: €103.0 million; 2011: €63.9 million), thereof
provisions for impending losses of €27.3 million (2012: €19.0 million; 2011: €25.5 million) and provisions
for expected warranty claims of €38.1 million (2012: €40.3 million; 2011: €13.8 million). For additional information, see note 6.1 to the Consolidated Financial Statements 2013.
Provisions for pensions, severance and anniversary payments
Provisions for severance payments, pensions and anniversary bonuses are determined by the projected
unit credit method in accordance with IAS 19, which involves an actuarial assessment being performed by a
recognized actuary as of each reference date. As of December 31, 2013, the present value of the Group's
pension obligations amounted to €46.9 million, the present value of its severance obligations amounted to
€56.4 and the present value of its anniversary bonuses amounted to €12.3 million. The fair value of the
Group's plan assets was €6.9 as of December 31, 2013.
In 2013, in the valuation of these provisions for Austria and Germany, an interest rate for accounting
purposes of 3.75% per annum (2012: 3.75% per annum; 2011: 4.8% per annum) was applied with pay increases of 2.76% (2012: 2.66%; 2011: 2.5%). When determining provisions for severance payments and
anniversary bonuses for Austria, deductions were made for fluctuations based on statistical data within a
range of 0.0% to 10.4% and for anniversary bonuses in Germany a range of 0.0% to 25.0% was applied in
2013. For Austrian companies the assumed retirement age is the earliest possible retirement age permitted
by law following the 2004 pension reform (corridor pension), taking into account all transitional arrangements. For German companies, the legal retirement age is used. The life table AVÖ 2008-P – Pagler & Pagler
is used for calculating provisions in Austria, while for Germany the life table Richttafeln 2005 G by Klaus
Heubeck is applied. Actuarial gains and losses for severance payments and pensions are recognized in full in
other comprehensive income, while anniversary bonuses are reflected under profit/loss for the period. They
are shown and calculated together with the length of service costs under staff expense. Interest paid is recorded under finance costs.
Changes to the interest rates, pay increases, change to the average lifetime and other factors applied
may have a material influence on the present value of the provisions for pensions, severance and anniversary payments and staff expense in a financial year. For additional information and a sensitivity analysis,
see note 6.1 to the Consolidated Financial Statements 2013.
Revenue and Production Output
The Group presents Production Output because it is widely used in the construction industry and management believes that it is a useful measure for assessing the overall construction output of the Group and
other entities and consortia/joint ventures in which the Group holds a direct or indirect interest. It is important to note that Production Output is not an IFRS financial measure and is not designed to measure the
Group's financial performance.
The Group's Production Output is determined from the proportional construction output of all companies
in which the Group has a direct or indirect interest, as well as from the proportional output of consortia/joint
ventures involving any one of the Group companies, reconciled pursuant to commercial criteria. As opposed
to the gross revenues reported in the consolidated income statement, the output of consortia on the one
hand and the output of all Group companies on the other hand – regardless of their form of inclusion in the
consolidated financial statements (fully consolidated, at equity, proportionately consolidated or those of minor significance) – are included proportionately in the calculation of Production Output.
- 45-
Production Output is not indicative of revenue because of differences in calculating Production Output
and revenue. Investors should also note that there is no official definition of Production Output and that
measures bearing the same or similar names disclosed by other construction companies or presented in industry reports and similar publications may be calculated differently. As a result, investors shall consider
Production Output only in conjunction with revenue and the Consolidated Financial Statements and related
commentary as a whole.
Set forth below is a description of the adjustments to get from Production Output to revenue or from
revenue to Production Output.

Entities fully consolidated under IFRS: Revenue as reported in the Consolidated Financial Statements includes 100% of revenues of all fully consolidated entities (irrespective of whether or not
the direct or indirect holding is 100% or less than 100%). Production Output, on the other hand, includes only the Group's pro rata share of the Production Output of consolidated entities where the
direct or indirect holding in such Group entity is less than 100%.

Entities not fully consolidated under IFRS and investments: Revenue as reported in the Consolidated
Financial Statements does not include revenue attributable to not fully consolidated entities and investments. Instead, the Consolidated Financial Statements include income derived from not fully
consolidated entities as share of profit/loss of associates and income derived from investments as
income from financial investments. Production Output, on the other hand, includes Production Output attributable to entities not fully consolidated under IFRS (i.e., not fully consolidated subsidiaries
and associates) and Production Output attributable to investments, in each case pro rata to the
Group's ownership interest in the relevant entity.

Consortia: Revenue as reported in the Consolidated Financial Statements does not include revenue
attributable to consortia. However, revenue does include revenue derived from the provision of assets and staff to consortia against payment and profits from consortia (but not losses, which are reflected as other operating expenses in the Consolidated Financial Statements). Production Output,
on the other hand, also includes Production Output attributable to consortia generating third-party
revenue by using the assets and staff of their members or subcontractors, pro rata to the Group's
interest in such consortia.

Differences between recognition as revenue and reflection as Production Output: While the date of
recognition or de-recognition of revenues in accordance with IFRS is exactly determined by the respective IFRS regulations, the reflection of Production Output follows Group internal cost accounting
rules. These internal rules differ from IFRS regulations so that the reflection of Production Output
does not have to correlate with the recognition of revenue.

Other adjustments: As compared to revenue, Production Output includes various income that is not
included in revenue but instead is reflected in the Consolidated Financial Statements as changes in
inventories, own work capitalized, other income and interest income. Further, Production Output
does not include consortium-related income that arises when the Group operates as part of a consortium and bills customers for services provided by other consortium members, while such
amounts are included in revenue as reported in the consolidated income statement.
Given the differences in the way Production Output and revenue are calculated, Production Output is
typically materially higher than revenue. The below table provides a reconciliation of revenue to Production
Output for the financial years ended December 31, 2011, 2012 and 2013:
Revenue ...........................................................................................
total adjustments(2)............................................................................
Production Output(2) ...........................................................................
Dec 31, 2013
(audited)
€ thousand
2,694,153
744,939
3,439,092
Financial year ended
Dec 31, 2012
(audited)
€ thousand
2,314,828
576,129
2,890,957
Dec 31, 2011
(audited)(restated)(1)
€ thousand
2,212,490
693,144
2,905,634
_______________________
(Source: Consolidated Financial Statements and unaudited internal information of the Company in respect of Production Output and adjustments)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first
time in 2012.
(2)
Production Output is not an IFRS financial measure and is therefore unaudited – total adjustments are also unaudited.
On a segmental level, further differences exist. While revenue on a segment level only includes revenue
achieved with third parties, Production Output on a segment level also includes services to other segments
(and the receiving segment's Production Output is reduced correspondingly).
Order Backlog and Order Bookings
Orders are deemed received and reflected in order backlog and order booking only after orders have become legally binding or there is a binding commitment. Orders received, order backlog as of any date and
order booking in any period are not indicative of future revenue or Production Output as a project may be
delayed and/or cancelled for many reasons, in which case the Group will not be able to realize the corre- 46-
sponding revenue and/or Production Output. Order backlog is calculated on the same basis as Production
Output. To the extent work performed is recognized as Production Output and/or revenue, order backlog is
reduced correspondingly.
The following table presents order backlog as of December 31, 2011, 2012 and 2013.
Total order backlog .........................................................................
thereof Business Unit 1 – DACH ...........................................................
thereof Business Unit 2 – CEE/SEE.......................................................
thereof Business Unit 3 – International .................................................
thereof Business Unit 4 – Infrastructure ...............................................
thereof Business Unit 5 – Environmental Engineering .............................
thereof Business Unit 6 – Real Estate ...................................................
Dec 31, 2013
(unaudited)
€ thousand
4,590,617
1,624,949
338,172
353,246
2,016,638
46,296
211,318
As of
Dec 31, 2012
(unaudited)
€ thousand
3,373,339
1,491,833
379,342
14,529
1,204,585
65,808
217,243
Dec 31, 2011
(unaudited)
€ thousand
2,764,163
1,251,065
341,651
0
1,024,533
42,675
104,239
_______________________
(Source: Unaudited internal information of the Company)
The following table presents order bookings in the financial years ended December 31, 2011, 2012 and
2013.
Total order bookings ........................................................................
Business Unit 1 – DACH ......................................................................
thereof Austria .........................................................................
thereof Germany ......................................................................
thereof Switzerland ...................................................................
Business Unit 2 – CEE/SEE ..................................................................
thereof Poland ..........................................................................
thereof Czech Republic ..............................................................
Business Unit 3 – International ............................................................
Business Unit 4 – Infrastructure ..........................................................
Business Unit 5 – Environmental Engineering ........................................
Business Unit 6 – Real Estate ..............................................................
Dec 31, 2013
(unaudited)
€ thousand
4,656,370
2,112,986
1,736,682
281,070
81,257
361,404
234,696
117,750
356,068
1,429,603
79,089
317,219
Financial year ended
Dec 31, 2012
(unaudited)
€ thousand
3,500,133
1,960,245
1,564,468
357,219
19,317
401,448
169,956
156,135
14,529
642,278
100,897
380,736
Dec 31, 2011
(unaudited)
€ thousand
3,220,880
1,644,168
1,408,850
253,260
32,625
350,105
172,902
114,771
0
898,970
98,249
229,388
_______________________
(Source: Unaudited internal information of the Company)
Total order backlog increased from €2,764.2 million as of December 31, 2011 by €609.2 million or 22%
to €3,373.3 million as of December 31, 2012 and by additional €1,217.3 million or 36.1% to €4,590.6 million as of December 31, 2013. The high level of total order backlog as of December 31, 2013 was due to the
strong increase in total order bookings in the financial year 2013, which increased from €3,500.1 million in
the financial year 2012 by €1,156.2 million or 33.0% to €4,656.4 million in the financial year 2013. In 2013,
Business Unit 1 – DACH achieved the highest amount of order bookings with €2,113.0 million, an increase of
€152.7 million or 7.8% compared to the financial year 2012. The strongest increase in order bookings was
achieved in Business Unit 4 - Infrastructure, with an increase of order bookings by €787.3 million or 122.6%
in the financial year 2013. In addition, Business Unit 3 – International for the first time achieved material
order bookings while the level of order bookings declined in the Business Unit 2 – CEE/SEE due to the decision by management to reduce activities in the CEE/SEE region outside the Home Markets Poland and the
Czech Republic.
Representative and material projects of the PORR Group included in total order backlog as of December 31, 2013 and which include material order bookings during the financial year 2013 are, amongst others,
the following:
"Green Line" Metro, Doha, Qatar: In June 2013, joint venture formed by PORR Group and its local partners Saudi Binladin Group and HBK Contracting Co. was awarded the project to build the "Green Line" of the
Doha metro. The complete tender was worth approximately €1,890 million at the time of the award, of
which the PORR Group is responsible for approximately 50%. The tender followed enabling works awarded
to PORR Group and its partners in August 2012, involving preparatory works for the construction of the Doha metro. The "Green Line" project consists of the construction over a five-year construction period (scheduled until the second half of 2018) of a double tunnel tube with a length of 16.6 km and also involves six
metro stations. This project is jointly implemented by Business Unit 3 – International and Business Unit 4 –
Infrastructure and accounted for a material part of order bookings of such business units in the financial
year 2013.
Stuttgart-Ulm railway, Germany: This project consists of three separate orders and lots with a total order volume of €600 million. One lot relates to the new construction of a 60 km long high-speed railway track
between Wendlingen and Ulm. Another lot includes the award by Deutsche Bahn to a consortium led by the
PORR Group of the technically demanding portion "Albaufstieg". The overall project further involves approximately 27 km of tunnels and forms the largest part of the construction of the new railways track StuttgartUlm. Construction work started in March 2013 and is scheduled to last until 2018. This project was awarded
in a number of parts and therefore was recognized as order bookings over time in 2011, 2012 and 2013.
Business Unit 1 – DACH and Business Unit 4 – Infrastructure jointly implement this civil engineering project.
Koralmtunnel, Austria: The PORR Group was awarded by ÖBB, the Austrian Federal Railways, the construction section KAT 3 of the Koralmtunnel between the Austrian provinces Styria and Carinthia. Since No- 47-
vember 2013, two tunnel tubes are progressing, whereby the Southern tube is being drilled making use of
the 7.6 km long exploration tunnel. In addition, 3.3 km of tunnel will be newly constructed. The second tube
with a length of 12.6 km will be drilled making use of a tunneling machine. Construction works are scheduled to be finalized by summer 2020. The total order award is €297 million. Business Unit 1 – DACH and
Business Unit 4 – Infrastructure jointly implement this civil engineering project.
Emscher Sewer – Section 40, Ruhr Aera, Germany: The Emscher Genossenschaft is building a new underground canal system between the cities of Dortmund and Dinslaken. This will banish wastewater currently running in open channels underground. The total project involves canals with a length of 70 km. The
PORR Group was earlier awarded the construction of section 20 with a length of 3.5 km, in respect of which
tunneling was finalized in December 2013. The newly awarded section 40 has a length of 10 km. The PORR
Group will construct two parallel tunnels of 10 km each, together with shaft structures and interior fittings.
Construction is scheduled to take 4 years until mid 2018, the total award in respect of section 40 has a volume of €144 million.
Coburg-Ilmenau railway, Germany: In the course of the traffic project German Unity VDE 8 NürnbergBerlin, the PORR Group was awarded an order by DB Netz AG, a subsidiary of Deutsche Bahn AG, to equip
the shell construction of a newly built railway section between Coburg and Ilmenau, Germany. On approximately 44 km, the high-speed railways track will be equipped with the "ÖBB-PORR slab track" railway system developed by the PORR Group together with ÖBB, the Austrian Federal Railways. The total order volume
is €55 million and the core construction period is scheduled to last from July 2013 to December 2014. The
railway between Berlin and Munich is scheduled to go into operation in 2017. The order also encompasses
the establishment of approximately 14 km of noise barrier walls. Business Unit 1 – DACH and Business
Unit 4 – Infrastructure jointly implement this civil engineering project.
Nursing home Rudolfsheim, Vienna, Austria: In June 2013, the PORR Group was awarded the construction of a nursing home in Rudolfsheim, Vienna, Austria. This nursing home with 336 beds and attached kindergarten is to replace the former hospital "Kaiserin Elisabeth", which was demolished from April to August
2013. The project started in June 2013 and is scheduled to be finalized by the summer of 2015. The order
award value was €55 million. Business Unit 1 – DACH implements this building construction project.
Shopping center "Ogrody Shopping Center", Poland: In May 2013, the PORR Group was awarded the extension of the shopping center "Ogrody Shopping Center" in Elblag, Poland, which is to be extended from
currently 7,500 square meters to more than 40,000 square meters. The order was awarded by CBRE Global
Investors and has a volume of €41 million. Construction work is scheduled to be finalized by mid 2015.
Business Unit 2 – CEE/SEE implements this building construction project.
Hard Turm Park, Zurich, Switzerland: Halter Entwicklungen AG, one of the largest Swiss project developers, awarded the construction of lot A2 as part of the Hard Turm Park construction project to the PORR
Group as sole contractor. Construction started in April 2013 and is planned to be finalized by summer 2015.
The project involves a 6-story structure with mixed usage and inner courtyard. The project consists of 98
apartments (about 11,225 square meters living space), 5,825 square meters service space, 118 car parking
spaces (on 6,300 square meters underground garage space) and about 5,620 square meters of outdoor facilities. Construction works are scheduled to be finalized by mid 2015. The order volume was CHF44.35 million (approximately €36 million). Construction works are scheduled to be finalized by mid 2015. Business
Unit 1 – DACH implements this building construction project.
Railway 132, Poland: On the 132 railway line, which runs from Wrocław via Opole to Upper Silesia, the
PORR Group upgrades 35 km of double rail tracks including 44 railroad switches and the overhead lines. This
is complemented by the new construction 10 platforms, modernizing 22 level crossings and overhauling numerous bridges and passages. The award was worth about €44 million at the time of the award. The project
is scheduled to be implemented by the end of 2014.
Gdynia Waterfront, Gdynia, Poland: In April 2013, the PORR Group was awarded the project "Gdynia
Waterfront" in Gdynia, Poland. The overall project encompasses the construction of residential buildings, office, shopping and cultural buildings on an overall area of 90,000 square meters. In the first phase awarded
to PORR, an office building and a hotel building will be constructed with a project volume of €35 million at
the time of the order award. Business Unit 2 – CEE/SEE implements this building construction project.
Results of Operations
Overview
The following provides an overview of the Group's results of operations for the financial years ended December 31, 2011, 2012 and 2013:
- 48-
Production Output(2) ......................................................................
Revenue ......................................................................................
Own work capitalized in non-current assets......................................
Share of profit/loss of associates ....................................................
Other operating income .................................................................
Cost of materials and other related production services .....................
Staff expense ...............................................................................
Other operating expenses ..............................................................
EBITDA ......................................................................................
Depreciation, amortization and impairment expense .........................
Operating Result (EBIT) ............................................................
Income from financial investments and other current financial assets ........................................................................................
Finance costs ...............................................................................
Earnings before tax (EBT)..........................................................
Income tax expense ......................................................................
Profit/loss for the period ...........................................................
Dec 31, 2013
(audited)
€ thousand
3,439,092
Financial year ended
Dec 31, 2012
(audited)
€ thousand
2,890,957
Dec 31, 2011
(audited) (restated)(1)
€ thousand
2,905,634
2,694,153
4,753
34,973
119,082
-1,761,030
-682,646
-254,554
154,731
-66,705
88,026
2,314,828
4,210
20,201
70,312
-1,455,484
-625,309
-224,921
103,837
-50,028
53,809
2,212,490
4,152
17,916
67,158
-1,470,861
-580,804
-239,225
10,826
-51,291
-40,465
10,092
-37,625
60,493
-7,908
52,585
5,976
-37,777
22,008
-4,015
17,993
1,738
-44,342
-83,069
12,880
-70,189
_______________________
(Source: Consolidated Financial Statements; unaudited internal information of the Company in respect of Production Output)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
Production Output is not an IFRS financial measure and is therefore unaudited.
Overview of Consolidated Income Statement Data per Segment
Set forth below is a breakdown of the revenue, Production Output, inter-segment revenue and earnings
before tax (EBT) of the primary segments of the Group for the financial years ended December 31, 2011,
2012 and 2013:
Dec 31, 2013
(audited)
€ thousand
Financial year ended
Dec 31, 2012
(audited)
€ thousand
Dec 31, 2011
(audited) (restated)(1)
€ thousand
Business Unit 1 – DACH
Segment revenue (revenue, own work capitalized and other
operating income) ..................................................................
Production Output(2) ...............................................................
Inter-segment revenue ...........................................................
Earnings before tax (EBT) .......................................................
Business Unit 2 – CEE/SEE
Segment revenue (revenue, own work capitalized and other
operating income) ..................................................................
Production Output(2) ...............................................................
Inter-segment revenue ...........................................................
Earnings before tax (EBT) .......................................................
Business Unit 4 – Infrastructure
Segment revenue (revenue, own work capitalized and other
operating income) ..................................................................
Production Output(2) ...............................................................
Inter-segment revenue ...........................................................
Earnings before tax (EBT) .......................................................
Business Unit 5 – Environmental Engineering
Segment revenue (revenue, own work capitalized and other
operating income) ..................................................................
Production Output(2) ...............................................................
Inter-segment revenue ...........................................................
Earnings before tax (EBT) .......................................................
Business Unit 6 – Real Estate
Segment revenue (revenue, own work capitalized and other
operating income) ..................................................................
Production Output(2) ...............................................................
Inter-segment revenue ...........................................................
Earnings before tax (EBT) .......................................................
Other
Segment revenue (revenue, own work capitalized and other
operating income) ..................................................................
Production Output(2) ...............................................................
Inter-segment revenue ...........................................................
Earnings before tax (EBT) .......................................................
1,784,249
1,979,870
88,567
49,392
1,534,900
1,719,478
88,952
35,134
1,531,380
1,636,374
147,313
6,562
382,210
402,575
12,452
-12,477
348,455
363,758
15,792
-13,974
381,098
424,480
30,887
-27,651
470,271
617,550
19,511
30,332
384,384
462,226
3,348
21,363
281,229
515,145
14,720
-46,559
48,105
98,601
10,026
-4,807
37,563
77,765
6,429
-600
29,624
70,394
8,445
3,844
98,817
323,144
6,553
1,832
84,048
267,730
8,041
-11.378
44,265
259,241
2,372
-16,382
34,336
17,352
178,050
-3,779
0
0
172,812
-8,537
16,204
0
110,422
-2,883
_______________________
(Source: Consolidated Financial Statements; unaudited internal information of the Company in respect of Production Output)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
Production Output is not an IFRS financial measure and is therefore unaudited.
Financial Year ended December 31, 2011 compared to the Financial Year ended December 31,
2012 and the Financial year ended December 31, 2013
Revenue and Production Output
Revenue includes invoiced construction work of own construction sites, goods and services
sold/delivered to consortia, shares of profit from consortia and other revenue from ordinary activities. The
majority of revenue is derived from construction work. The Company recognizes revenue from construction
projects according to the percentage-of-completion method (see also" – Critical Accounting Policies – Construction contracts/Percentage of completion method"). Accordingly, revenue for a construction project is
- 49-
recognized gradually over the term of the underlying contract. Revenue from the sale of assets is recognized
on delivery and transfer of ownership. Discounts and other reductions of revenue are deducted.
In the financial year 2012, the Group achieved revenue of €2,314.8 million, an increase of 4.6% or
€102.3 million as compared to €2,212.5 million in the financial year 2011. Thereof, revenue from construction contracts amounted to €2,082.4 million (2011: €2,009.3 million) and revenue from sales of raw materials and other services to €232.4 million (2011: €203.1 million). In the financial year 2013, the Group
achieved revenue of €2,694.2 million, an increase of 16.4 % or €379.3 million as compared to €2,314.8 million in the financial year 2012. Thereof, revenue from construction contracts amounted to €2,468.3 million
and revenue from sales of raw materials and other services to €225.8 million.
Production Output slightly decreased from €2,905.6 million in the financial year 2011 by 0.5% to
€2,891.0 million in the financial year 2012 and increased by €548.1 million or 19.0% to €3,439.1 million in
the financial year 2013.
The differences between the development of revenue and Production Output are due to differences in
the calculation of these measures, including on a segment level. On a segment level, there is in addition a
difference in recognition – external revenue is recognized by the segment receiving inter-segmental services
and invoicing the customer, while Production Output is recognized by the segment rendering intersegmental services. See for more details "-Revenue and Production Output".
The segment Business Unit 1 – DACH generated Production Output of €1,719.5 million in the financial
year 2012, an increase of €83.1 million or 5.1% as compared to €1,636.4 million in the financial year 2011.
This increase was largely due to strong demand in building construction and growth in civil engineering despite prevailing public budget restrictions. In Austria, the greater Vienna area achieved a significant increase
in residential housing construction and in Upper Austria the construction of the S10-Mühlviertler Expressway
provided solid workload. In Germany, it was possible to increase civil engineering business – in cooperation
with Business Unit 4 – Infrastructure – thanks to large-scale railway orders. At the same time, segment revenue increased only marginally from €1,531.4 million in 2011 to €1,534.9 million in 2012. In the financial
year 2013, the segment Business Unit 1 – DACH generated Production Output of €1,979.9 million, an increase of €260.4 million or 15.1% as compared to €1,719.5 million in the financial year 2012. Such increase
has been driven by a high utilization of capacities in Germany as well as in the Austrian provinces Lower
Austria, Styria and Tyrol and also in the Vienna region based on a large number of mid-size and small size
non-residential construction projects, which was offset in part by lower demand for infrastructure projects as
a result of budget constraints. In Germany, a number of large-scale projects in infrastructure, such as the
rail track Erfurt-Halle, as well as non-residential construction projects such as the Hotel+Office Campus Berlin, Hotel Steigenberger am Kanzleramt, Berlin, contributed to the increase. At the same time, segment revenue increased from €1,534.9 million in 2012 to €1,784.3 million in 2013.
The segment Business Unit 2- CEE/SEE generated Production Output of €363.8 million in the financial
year 2012, a decrease by €60.7 million or 14.3% as compared to €424.5 million in the financial year 2011.
The reasons for such decline varied significantly across the region. Individual countries such as Serbia
achieved an increase in Production Output, while the Czech Republic essentially remained stable with just a
slight decrease. In Poland, Production Output decreased significantly. The economic uncertainty in the Polish
market had a significant impact. The sharp rise in the order backlog in Poland in 2012 in comparison to 2011
and the orders already booked indicate that many projects have not been cancelled, but merely postponed.
In Hungary, there has been a reduction in Production Output reflecting the Group's strategic decision to
handle this market selectively. At the same time, segment revenue decreased from €381.1 million in 2011
by €32.6 million or 8.6% to €348.5 million in 2012. In the financial year 2013, the segment Business Unit 2CEE/SEE generated Production Output of €402.6 million, an increase by €38.8 million or 10.7% as compared
to €363.8 million in the financial year 2012. The main drivers have been infrastructure projects, in particular
rail, as well as a number of non-residential construction projects, in particular offices and shopping centers,
which contributed to a material increase in Production Output in Poland. In the Czech Republic, Production
Output decreased slightly. In Romania and Hungary, Production Output decreased materially reflecting the
Group's strategic decision to handle these markets selectively. At the same time, segment revenue increased from €348.5 million in 2012 by €33.8 million or 9.7% to €382.2 million in 2013.
The segment Business Unit 4 – Infrastructure generated Production Output of €462.2 million in the financial year 2012, a decrease of €52.9 million or 10.4% as compared to €515.1 million in the financial year
2011. This segment is driven by large-scale projects and therefore is subject to material fluctuations. This
segment experienced a decline in 2012 due to the completion of major projects, such as infrastructure projects in Romania and the Ashta power plant in Albania. In addition, this segment intensely worked on the
large-scale projects S10-Mühlviertler expressway in Upper Austria, the Biel bypass in Switzerland and the
Münster–Wiesing railway line in Tyrol in 2012. At the same time, segment revenue increased from €281.2
million in 2011 by €103.2 million or 36.7% to €384.4 million in 2012. In the financial year 2013, the segment Business Unit 4 – Infrastructure generated Production Output of €617.6 million, an increase of
€155.3 million or 33.6% as compared to €462.2 million in the financial year 2012. Main drivers were rail
projects, in particular in Germany and Poland, the new central station in Vienna, and large-scale rail projects
in the Stuttgart area. Many large-scale projects started to contribute Production Output and revenue in
2013. At the same time, segment revenue increased from €384.4 million in 2012 by €85.9 million or 22.3%
to €470.3 million in 2013.
- 50-
The segment Business Unit 5 – Environmental Engineering generated Production Output of €77.8 million
in the financial year 2012, an increase of €7.4 million or 10.5% as compared to €70.4 million in the financial
year 2011. Material part of the increase was achieved in Germany where a new subsidiary, TKDZ, was acquired. At the same time, segment revenue increased from €29.6 million in 2011 by €7.9 million or 26.8%
to €37.6 million in 2012. In the financial year 2013, the segment Business Unit 5 – Environmental Engineering generated Production Output of €98.6 million, an increase of €20.8 million or 26.8% as compared to
€77.8 million in the financial year 2012 due to the increased business in Austria, in particular in the larger
Vienna region. The German subsidiary TKDZ was restructured and contributed with a decrease in Production
Output. At the same time, segment revenue increased from €37.6 million in 2012 by €10.5 million or 28.1%
to €48.1 million in 2013.
The segment Business Unit 6 – Real Estate is subject to material fluctuations, mainly due to the cycle of
property project development, their start, finalization and/or disposition. This segment generated Production
Output of €267.7 million in the financial year 2012, an increase of €8.5 million or 3.3% as compared to
€259.2 million in the financial year 2011. The most relevant projects of the financial year 2012 were the
project Hotel & Office Campus next to the O2 arena in Berlin, Germany, and the hotel projects Hansen
Kempinski in Vienna, Austria, and Alexander Parkside in Berlin, Germany. Production Output of this business
unit includes Production Output of UBM Realitätenentwicklung Aktiengesellschaft, an associated company
(while revenue does not include revenue of UBM Realitätenentwicklung Aktiengesellschaft). At the same
time, segment revenue increased from €44.3 million in 2011 by €39.8 million or 89.9% to €84.0 million in
2012. In the financial year 2013, the segment Business Unit 6 – Real Estate generated Production Output of
€323.1 million, an increase of €55.4 million or 20.7% as compared to €267.7 million in the financial year
2012. At the same time, segment revenue increased from €84.0 million in 2012 by €14.8 million or 17.6%
to €98.8 million in 2013.
The segment Other, which includes Business Unit 3 – International, generated no Production Output and
in 2011 and 2012 and no revenue in 2012. In 2011, there was a segment revenue of €16.2 million based on
the finalization of a last construction project that was booked in PORR AG. Inter-segment revenue of this
segment largely relates to services by the Company's shared services to other members of the Group and
revenue of Porr Equipment Services GmbH from the intra-group rental of construction equipment. A first
success was yielded from activities in the region in Qatar in 2012. The Group, together with local joint venture partners, was awarded with the enabling works for the new "Green Line" Doha metro. The order includes building demolition works, transfer of pipes, setting up logistical areas, excavation, site clearance and
other peripheral construction measures. This resulted in a first time Production Output of this segment of
€17.4 million and segment revenue of €34.3 million in 2013.
Own work capitalized in non-current assets
Own work capitalized includes the Company's own expenses capable of being capitalized (essentially
staff expense) in relation to the expansion of properties used by the Group as well as real estate development projects. Own work capitalized amounted to €4.2 million in the financial year 2012. It remained stable
compared to €4.1 million in the financial year 2011. In the financial year 2013, own work capitalized increased and amounted to €4.8 million.
Share of profit/loss in associates
The share of profit/loss in associated companies amounted to €20.2 million in the financial year 2012,
an increase of €2.3 million or 7.8% as compared to €17.9 million in the financial year 2011. Disposals of real estate projects in which the Group held a minority interest, by Business Unit 6 – Real Estate were the
primary reason for such increase. In the financial year 2013, share of profit/loss in associates increased by
€14.8 million or 73.1% to €35.0 million. The material increase was based on profits realized on the disposal
of participations, in particular real estate projects, and write-ups in property valuations, of real estate held
by associates.
Other operating income
Other operating income largely comprises amounts invoiced to participations, other staff income, exchange gains and income from the sale of materials. A breakdown of categories and their development in
the financial years ended December 31, 2011, 2012 and 2013 is set forth in the below table. The line "Other" includes income from the dissolution of provisions, write-ups in property valuations (if any), credit notes
and compensations received, reimbursements for private use of company cars, etc.
- 51-
Dec 31, 2013
(audited)
€ thousand
9,004
9,376
2,686
4,523
3,551
3,525
86,417
119,082
Financial year ended
Dec 31, 2012
(audited)
€ thousand
1,380
12,052
3,791
7,678
1,731
2,208
41,472
70,312
Dec 31, 2011
(audited) (restated)(1)
€ thousand
5,764
8,697
3,333
11,291
2,241
2,036
33,796
67,158
Income from the sale of property....................................................
Revenue from the provision of staff ................................................
Insurance payments .....................................................................
Exchange gains ............................................................................
Revenue from charging materials ...................................................
Rent from space and land ..............................................................
Other ..........................................................................................
Total ..........................................................................................
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
Other operating income amounted to €70.3 million in the financial year 2012, an increase by
€3.2 million or 4.7% compared to €67.2 million in the financial year 2011. The increase was driven by project sales by Business Unit 6 – Real Estate. In 2012, other operating income also included write-ups in value
of €4.6 million of two associated companies, in which part of the interest of the Group was disposed at a
price higher than the prior book value.
In the financial year 2013, other operating income increased by €48.8 million or 69.4% to
€119.1 million. Main drivers of such material increase were income realized on the dissolution of provisions
for construction projects of €43.4 million (as compared to €14.2 million in 2012) and write-ups in value of
properties of €10.2 million (in 2012, expense of €8.1 million included in other operating expenses). Dissolutions of provisions need to be seen in the context of additions to provisions, which are included in other operating expenses. In 2013, dissolutions of provisions exceeded additions by €19.3 million, due to higher
than usual dissolutions of provisions in relation to specific projects.
Cost of materials and other related production services
It is common in the construction industry that in terms of expenses, costs of materials and other related
production services represent the highest cost factor.
Cost of material and other production related services amounted to €1,455.5 million in the financial
year 2012, a decrease by €15.4 million or 1.1% as compared to €1,470.9 million in the financial year 2011
and as a percentage of revenue from 66.5% in 2011 to 62.9% in 2012. An important part of the Group's
strategy implemented since 2012 has been to use internal resources to a maximum extent. Before mandating a third party, the Group reviews its internal capabilities to assess whether the works could be performed
internally. Expenditure on raw materials and supplies for purchased goods increased from €532.3 million in
the financial year 2011 by 4.9% to €558.3 million in the financial year 2012 and remained stable at 24.1%
of revenue.
In the financial year 2013, cost of material and other production related services amounted to
€1,761.0 million, an increase by €305.5 million or 21.0% as compared to €1,455.5 million in the financial
year 2012. Cost of material and other production related services also increased as a percentage of revenue,
namely from 62.9% in 2012 to 65.4% in 2013. The components of this income statement position showed
different developments: On the one hand, expenditures on purchased services increased from €897.1 million
in 2012 by €243.2 million or 27.1% to €1,140.4 million in the financial year 2013, driven by a higher use of
subcontractors in specific projects. Expenditures on purchased services as a percentage of revenue also increased from 38.8% in 2012 to 42.3% in 2013. On the other hand, expenditures on raw materials and supplies for purchased goods increased from €558.3 million in 2012 by €62.3 million or 11.2% to €620.6 million
in 2013 but decreased as a percentage of revenue to 23.0%.
Staff expense
This line item consists of staff expenses, including expenditure on severance and anniversary payments
and pensions (which in turn include prior service costs and contributions to the staff welfare fund for employees, who commenced employment with an Austrian Group member after December 31, 2002 and voluntary severance payments). The interest expense arising from severance payments and pension obligations is
recorded in the line item finance costs. Actuarial gains/losses are recorded in other comprehensive income.
A breakdown of categories and their development in the financial years ended December 31, 2011, 2012
and 2013 is set forth in below table.
Dec 31, 2013
(audited)
€ thousand
-548,353
-124,798
-9,495
-682,646
Financial year ended
Dec 31, 2012
(audited)
€ thousand
-500,961
-115,108
-9,240
-625,309
Dec 31, 2011
(audited) (restated)(1)
€ thousand
-465,860
-105,642
-9,302
-580,804
Wages and salaries .......................................................................
Social welfare expenses .................................................................
Expenditure on severance payments and pensions ............................
Total ..........................................................................................
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
- 52-
Staff expense amounted to €625.3 million in the financial year 2012, an increase by €44.5 million or
7.7% as compared to €580.8 million in the financial year 2011. The average number of employees increased
from 10,618 in the financial year 2011 by 0.7% to 10,696 in the financial year 2012. The disproportional increase in staff expenses was due to factors such as adjustments under collective bargaining agreements and
the first time consolidation of companies with high payroll costs.
In the financial year 2013, staff expense amounted to €682.6 million, an increase by €57.3 million or
9.2% as compared to the financial year 2012. The average number of employees increased from 10,696 in
the financial year 2012 by 8.4% to 11,594 in the financial year 2013. The increase in staff expense was thus
well below the increase in revenue and benefited from the higher use of subcontractors in 2013. Factors that
also affected staff expense in 2013 included on the one hand, regular pay increases and additional staff from
acquired companies and, on the other hand, reductions in headcount in administration based on the
fitforfuture program.
Other operating expenses
Other operating expenses include legal and consultancy services, office operation expenses, travel expenses, expenses related to buildings and land, advertising, share of losses of consortia in which members
of the Group participate, commissions for bank guarantees as well as forming provisions for losses and penalties. The category "Other" comprises additions to provisions for construction projects and other provisions,
losses from uncollectable receivables, taxes and duties, third party services and general administrative
costs. A breakdown of categories and their development in the financial years ended December 31, 2011,
2012 and 2013 is set forth in below table.
Dec 31, 2013
(audited)
€ thousand
-41,615
-31,050
-3,992
-19,835
-8,208
-13,834
-15,451
-24,660
-12,704
0
-83,205
-254,554
Financial year ended
Dec 31, 2012
(audited)
€ thousand
-35,739
-28,658
-7,956
-17,764
-7,861
-13,254
-13,325
-7,368
-9,947
-8,070
-74,979
-224,921
Dec 31, 2011
(audited) (restated)(1)
€ thousand
-40,456
-28,615
-20,597
-16,131
-10,600
-14,231
-9,891
-7,102
-10,915
-1,493
-79,194
-239,225
Legal and consultancy services, insurance .......................................
Buildings and land ........................................................................
Foreign exchange losses ................................................................
Vehicle fleet .................................................................................
Advertising ..................................................................................
Office operations ..........................................................................
Commissions for bank guarantees ..................................................
Losses from consortia....................................................................
Travel expenses ...........................................................................
Valuation of real estate .................................................................
Other ..........................................................................................
Total ..........................................................................................
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
Other operating expenses amounted to €224.9 million in the financial year 2012, a decrease of
€14.3 million or 6.0% as compared to €239.2 million in the financial year 2011. The decline was primarily
due to reduced expenditure for uncollectable receivables and lower additions to provisions for losses in CEE
countries. In the financial year 2011, the Group incurred extraordinary expenditure on large-scale projects
in Hungary (NIF projects) and Romania (CFR project) totaling €35.6 million. In the financial year 2013, other operating expenses amounted to €254.6 million, an increase by €29.6 million or 13.2% as compared to
2012. Such increase was driven by higher losses from consortia and an increase in "other", while there was
a lower level of foreign exchange losses.
Earnings before interest, tax, depreciation and amortization (EBITDA)
Earnings before interest, tax, depreciation and amortization (EBITDA) amounted to €103.9 million in the
financial year 2012 as compared to €10.8 million in the financial year 2011. This material improvement was
due to the increase in revenue while at the same time costs of materials and other production related services and other operating expenses decreased. In particular, in the financial year 2011 the Group incurred
extraordinary expenses for losses from non-recoverable claims and additions to provisions for losses from
large-scale, multi-year projects in Hungary (NIF projects) and Romania (CFR project) of total €82.0 million
(of which €43.7 million were recognized as a reduction of revenue and €35.6 million as other operating expenses in the financial year 2011).
In the financial year 2013, earnings before interest, tax, depreciation and amortization (EBITDA)
amounted to €154.7 million and thereby increased by €50.9 million or 49.0% as compared to 2012. Such
increase is largely due to higher revenue, increase in the contribution from associates and a significant rise
in other operating income. Staff expense and other operating expenses increased at a lower rate compared
to the increase in revenues, thus improving EBITDA. The increase in revenue was in part offset by the increase in the costs of materials and other production related services.
Depreciation, amortization and impairment expense
This line item comprises depreciation, amortization and the impairment of intangible and tangible assets, including goodwill.
- 53-
Depreciation, amortization and impairment expense amounted to €50.0 million in the financial year
2012 as compared to €51.3 million in the financial year 2011. Such small decrease is the result of the
Group's restrained investment policy. Impairments of €1.9 million (2011: €1.3 million) in relation to the revaluation of real estate were made in the financial year 2012.
In the financial year 2013, depreciation, amortization and impairment expense amounted to €66.7 million, an increase by €16.7 million or 33.3% as compared to the financial year 2012. The aggregate depreciation, amortization and impairment expense was made up of impairments of intangible assets of €15.6 million (2012: €6.0 million), the depreciation of property, plant and equipment of €50.0 million (2012:
€42.1 million) and impairments of property of €1.1 million (2012: €1.9 million). Thereof, impairments of
goodwill of €9.9 million, primarily in relation to non-Austrian subsidiaries of Business Unit 5- Environmental
Engineering, namely PWW group in Serbia and TKDZ in Germany, and depreciation of property, plant and
equipment of €4.0 million were of an extra-ordinary nature.
Operating result (EBIT)
Operating result (EBIT) amounted to €53.8 million in the financial year 2012 as compared to
€-40.5 million in the financial year 2011. This reflects the material increase in earnings before interest, tax,
depreciation and amortization (EBITDA), while depreciation, amortization and impairment remained essentially stable. In the financial year 2013, operating result (EBIT) amounted to €88.0 million, an increase by
€34.2 million or 63.6% as compared to 2012.
Income from financial investments and other current financial assets
Income from financial investments and other current financial assets amounted to €6.0 million in the financial year 2012 as compared to €1.7 million in the financial year 2011. The increase mainly resulted from
a reduction of expenditures from shareholdings (€8.3 million in the financial year 2012 as compared to
€13.3 million in the financial year 2011), which include impairments and assumed losses of real estate held
as a financial asset and discontinued business activities. In addition, the Group recorded an increase in income from current financial assets (€3.6 million in the financial year 2012 as compared to €1.1 million in the
financial year 2011) resulting from the disposal of certain real estate held as a financial asset. Interest income declined from €11.7 million in the financial year 2011 to €8.6 million in the financial year 2012, mainly
due to lower interest rates. In the financial year 2013, income from financial investments and other current
financial assets amounted to €10.1 million, an increase of €4.1 million or 68.9% as compared to 2012. The
main drivers were higher interest income and higher income from financial assets, driven by the higher level
of liquidity.
Finance costs
Finance costs amounted to €37.8 million in the financial year 2012 as compared to €44.3 million in the
financial year 2011. The decline was mainly due to lower effective interest rates paid on the Group's borrowings as a higher volume of borrowings was subject to variable interest rates. In the financial year 2013, finance costs amounted to €37.6 million and therefore essentially remained stable as compared to 2012. Financing costs of €0.6 million were capitalized in 2013 (€2.1 million in 2012, €3.3 million in 2011).
Earnings before tax (EBT)
Earnings before tax (EBT) amounted to €22.0 million in the financial year 2012 as compared to
€-83.1 million in the financial year 2011. Such improvement was due to the reasons set forth above under
"Earnings before interest, tax, depreciation and amortization (EBITDA)" and an improvement of the financial
result.
On a segment level, earnings before tax of Business Unit 1 – DACH increased from €6.6 million in 2011
by €28.6 million to €35.1 million in 2012. Material factors for such increase were the increase in Production
Output of this segment as well as operational improvements at TEERAG-ASDAG, which is included in this
segment. Earnings before tax of Business Unit 2 – CEE/SEE improved from €-27.7 million in 2011 to €-14.0
million in 2012, whereby the contributions from Romania and Hungary improved but remained negative.
Earnings before tax of Business Unit 4 – Infrastructure increased from €-46.6 million 2011 to €21.4 million
in 2012, as 2011 was affected by the losses incurred in Romania and Hungary. Earnings before tax of Business Unit 5 – Environmental Engineering decreased from €3.8 million in 2011 to a loss of €-0.6 million in
2012, primarily due to start-up and integration costs of a subsidiary acquired in 2012. Earnings before tax of
Business Unit 6 – Real Estate improved from €-16.4 million in 2011 to €-11.4 million in 2012. Earnings before tax of the segment Other remained negative and declined from €-2.9 million in 2011 to €-8.5 million in
2012.
Earnings before tax (EBT) amounted to €60.5 million in the financial year 2013, an increase by
€38.5 million or 174.9% as compared to 2012. Such improvement was due to the reasons set forth above
under "Earnings before interest, tax, depreciation and amortization (EBITDA)" and an improvement of the
financial result.
On a segment level, earnings before tax of Business Unit 1 – DACH increased by €14.3 million or 40.6%
as compared to 2012 and amounted to €49.4 million in the financial year 2013. Such increase was driven by
- 54-
the increase in Production Output of this segment. Earnings before tax of Business Unit 2 – CEE/SEE improved by €1.5 million but remained negative at €-12.5 million. The segment Business Unit 2 – CEE/SEE
continued to suffer from costs related to legacy projects and structural costs related to reducing the presence in Hungary and Romania. Earnings before tax of Business Unit 4 – Infrastructure increased by
€9.0 million or 42.0% as compared to 2012 and amounted to €30.3 million. The earnings before tax
achieved in this segment are driven by the operational performance and the net result of the ongoing valuation of projects. Earnings before tax of Business Unit 5 – Environmental Engineering further decreased by
€4.2 million to €-4.8 million, largely due to impairments of goodwill of non-Austrian subsidiaries. Earnings
before tax of Business Unit 6 – Real Estate improved by €13.2 million and turned positive at €1.8 million in
2013. Earnings before tax of this segment benefited from gains realized on the sale of real estate projects,
write-ups in value of property and reduced operative losses. Earnings before tax of the segment Other remained negative but improved by €4.8 million to €-3.8 million in 2013.
Income tax expense
Income tax expense comprises taxes on income and earnings and deferred taxes paid or owed in the individual countries. Income tax expense amounted to €4.0 million in the financial year 2012 as compared to
€-12.9 million in the financial year 2011. Actual tax expense amounted to €5.8 million in the financial year
2012 as compared to €6.9 million in the financial year 2011. Deferred tax income amounted to €1.8 million
in the financial year 2012 as compared to €19.8 million in the financial year 2011. The decline in deferred
tax income resulted from positive effects of the losses incurred in the financial year 2011 falling away in
2012.
In the financial year 2013, income tax expense amounted to €7.9 million, an increase by €3.9 million or
97.0% as compared to 2012. Actual tax expense decreased from €5.8 million in 2012 to €4.7 million in
2013, while deferred tax expense amounted to €3.2 million following a deferred tax income in 2012.
Profit/loss for the period
The Group achieved a profit for the period of €18.0 million in the financial year 2012, as compared to a
loss for the period of €70.2 million in the financial year 2011. In the financial year 2013, the Group achieved
a profit for the period of €52.6 million, an increase by €34.6 million or 192.2% as compared to 2012.
Liquidity and Capital Resources
Overview of Capital Resources
The Group's primary sources of liquidity are cash from operating activities, bank borrowings and proceeds from the issuance of securities. Issuer of bonds is the Company. Borrowers under the most material
bank borrowings are Porr Bau GmbH and Porr Deutschland GmbH, the Company typically guarantees for
borrowings of its subsidiaries. Liquidity required for operational purposes is made available to the members
of the Group via cash pools (in Austria, Germany, Poland and Hungary) or intra-group financing agreements.
As of December 31, 2013, the Group had available commitments under existing loan agreements of aggregate €74.3 million (2012: €90.0 million; 2011: €248.6 million).
Cash flow
The following table shows certain information related to the cash flows of the Group in the indicated periods (cash and cash equivalents as of the end of the indicated periods):
- 55-
Profit/loss for the period .....................................................................
Dec 31, 2013
(audited)
€ thousand
52,585
Dec 31, 2012
(audited)
€ thousand
17,993
Dec 31, 2011
(audited)
(restated)(1)
€ thousand
-70,189
Depreciation, impairment and reversals of impairment on fixed assets .....
Share of profits from associates ..........................................................
Profits from the disposal of fixed assets ................................................
Increase/decrease in long-term provisions ............................................
Deferred income tax ..........................................................................
Operating cash flow ........................................................................
Increase in short-term provisions ........................................................
Decrease in inventories ......................................................................
Increase/decrease in receivables .........................................................
Increase in payables (excluding banks) ................................................
Other non-cash transactions ...............................................................
Cash flow from operating activities ................................................
62,127
-8,578
-10,440
-529
3,187
98,352
-24,169
9,424
-8,954
133,448
-1,394
206,707
61,180
-17,109
-1,695
13,421
-1,810
71,980
37,476
1,390
-111
8,255
-8,105
110,885
56,017
-8,355
-3,975
-1,437
-20,413
-48,352
9,311
19,825
47,647
7,131
3,987
39,549
Proceeds from sale of property, plant and equipment and investment
property ...........................................................................................
Proceeds from sale of financial assets...................................................
Investments in intangible assets ..........................................................
Investments in property, plant and equipment and investment property ...
Investments in financial assets ............................................................
Proceeds from the sale of consolidated companies .................................
Payments for the acquisition of subsidiaries ..........................................
Cash flow from investing activities .................................................
42,719
17,240
-3,872
-55,863
-14,237
34,821
-9,071
11,737
25,533
611
-3,484
-115,888
-17,494
9,280
-6,833
-108,275
21,589
10,963
-3,203
-126,975
-23,506
-4,851
-125,983
Dividends .........................................................................................
Dividends paid out to non-controlling interest........................................
Share capital increase .......................................................................
Proceeds from the disposal of treasury shares .......................................
Proceeds from bonds ..........................................................................
Repayment of bonds ..........................................................................
Repaying/obtaining loans and other financing........................................
Payments for the acquisition of non-controlling interest ..........................
Proceeds from obtaining subordinated loans ..........................................
Cash flow from financing activities .................................................
-3,775
-11,200
9,114
377
48,781
0
-37,853
0
0
5,444
0
-3
0
0
48,684
-70,000
-33,941
0
10.989
-44,271
-1,459
-17,513
0
0
0
-68,197
154,825
-37,974
0
29,682
Changes to cash and cash equivalents ............................................
223,888
-41,661
-56,752
Cash and cash equivalents at December 31 ....................................
332,907
110,411
153,813
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
Operating cash flow/cash flow from operating activities: In the financial year 2011, operating cash flow
was negative at €48.4 million. The negative level was primarily caused by the extraordinary expenditure of
total €82.0 million for losses from uncollectable receivables and additions to provisions for losses in CEE
countries, recorded under other operating expenses. Nevertheless, the Group achieved a positive cash flow
from operating activities of €39.5 million in 2011, as the decrease of inventories and receivables had a positive effect on cash flows. Inventories decreased due to finalization of a large project, which required high
levels of inventories, and receivables decreased due the project losses in Romania and Hungary recognized
in the accounts in part as a reduction of revenue.
In the financial year 2012, operating cash flow amounted to €72.0 million. The material increase as
compared to the financial year 2011 was primarily due to the improved operating result in the financial year
2012. Cash flow from operating activities of €110.9 million made a key contribution to the positive liquidity
situation of the Group as of December 31, 2012 and was primarily due to the increase in short-term provisions. Other non-cash transactions were higher than usual due to one-off effects of the first time application
of IAS 19, such position is otherwise mainly affected by foreign exchange gains/losses.
In the financial year 2013, operating cash flow amounted to €98.4 million. The increase as compared to
the financial year 2012 was primarily due to the improved operating result in 2013. Cash flow from operating activities of €206.7 million was primarily due to substantial increase in payables, reflecting the efforts of
the Group to optimize its working capital, as described under "-Liabilities-Working capital and net working
capital". While the Group intends to continue generating improvements in working capital management, the
effect on future cash flows may not be as pronounced as that achieved in 2013. Furthermore, the increase
in payables in 2013 reflects higher prepayments collected by the Group on work to be performed in the future.
Cash flow from investing activities: In the financial year 2011, cash flow from investing activities
amounted to €-126.0 million. Investments in property, plant and equipment and investment property were
the most substantial factors, amounting to €127.0 million, reflecting the outflow of liquidity for completing
or developing several large-scale real estate projects. There was a positive effect on cash flow in 2011 from
the sale of property, plant, equipment and investment property and of investments in financial assets of aggregate €32.5 million.
In the financial year 2012, cash flow from investing activities was reduced by €17.7 million to €108.3 million. Investments in property, plant, equipment and investment property were again the most substantial factors, amounting to €115.9 million, reflecting the outflow of liquidity for completing or developing
several large-scale real estate projects, particularly in Germany. There was a positive effect from the sale of
- 56-
property, plant and equipment and investment property and of investments in financial assets amounting to
€26.1 million in aggregate. In addition in 2012, the Group generated cash proceeds from the disposal of a
fully consolidated real estate project of €9.3 million.
In the financial year 2013, cash flow from investing activities improved substantially by €120.0 million
to €11.7 million. The most important factors have been increased cash inflows from the sale of property,
plant and equipment and investment property (€42.7 million in 2013 following €25.5 million in 2012) and a
decrease of investments in property, plant, equipment and investment property from €115.9 million in 2012
to €55.9 million in 2013. Proceeds from the sale of financial assets increased to €17.2 million (2012:
€0.6 million), which related to the sale of non-core properties, and proceeds from the sale of consolidated
companies increased to €34.8 million (2012: €9.3 million). All such reflect the activities of the Group to reduce its real estate portfolio.
Cash flow from financing activities: In the financial year 2011, cash flow from financing activities
amounted to €29.7 million, mostly due to the inflow of funds utilized under a €200 million syndicated facility
and certain project financing in the aggregate amount of €154.8 million. The outflow for the redemption of
the bond due in 2011 of €68.2 million had a counter effect, as did payouts to shareholders of the Group and
to the holders of non-controlling interests of €19.0 million along with the cash expenditure used for part of
the purchase of the remaining shares in TEERAG-ASDAG of €38.0 million. As of December 31, 2011, the
Group had cash and cash equivalents of €153.8 million, thereby using a material amount of the liquidity reserves built up in 2010 for redeeming the bond due in 2011.
In the financial year 2012, cash flow from financing activities amounted to €-44.3 million, mainly reflecting the cash outflow for the redemption of the bond due in 2012 of €-70.0 million and the repayment of
certain project financing of total €-33.9 million. The inflow of funds from subordinated loans in the total
amount of €11.0 million and a newly issued bond of €48.7 million had a counter effect. As of December 31,
2012, the Group had cash and cash equivalents of €110.4 million.
In the financial year 2013, cash flow from financing activities amounted to €5.4 million. The Group incurred cash outflows for the repayment of certain project financing of total €-37.9 million and dividends paid
of total €-15.0 million. The inflow of funds from the issue of a new bond of €48.8 million and a share capital
increase of €9.1 million had a counter effect and exceeded the cash outflows. As of December 31, 2013, the
Group had cash and cash equivalents of €332.9 million.
Liabilities
The following table summarizes the Group's liabilities (and current assets, which are needed for the calculation of net debt, working capital and net working capital) as of December 31, 2011, 2012 and 2013.
As of
Dec 31, 2012
(audited)(2)
€ thousand
81,113
610,146
121,152
12,111
110,411
24,381
959,334
Inventories ...........................................
Trade receivables ..................................
Other financial assets .............................
Other receivables and current assets ........
Cash and cash equivalents ......................
Assets held for sale ................................
Current assets ....................................
Dec 31, 2013
(audited)
€ thousand
96,105
650,987
133,097
11,187
332,907
3,528
1,227,811
Bonds ..................................................
Provisions .............................................
Non-current financial liabilities ................
Other non-current financial liabilities ........
Other liabilities ......................................
Deferred tax liabilities ............................
Non-current liabilities .........................
223,659
123,124
273,776
21,137
0
26,996
668,692
273,103
115,581
169,173
16,963
0
20,771
595,591
224,088
101,676
408,241
20,881
33,981
22,839
811,706
Bonds ..................................................
Provisions .............................................
Current financial liabilities .......................
Trade payables ......................................
Other current financial liabilities ..............
Other current liabilities ...........................
Tax payables .........................................
Current liabilities ................................
99,134
93,147
93,796
613,414
119,802
251,097
9,726
1,280,116
0
117,236
254,635
515,158
95,194
155,145
5,229
1,142,597
69,630
73,717
87,908
502,176
122,758
161,571
4,343
1,022,103
Total liabilities ....................................
1,948,808
1,738,188
1,833,809
(3)
Dec 31, 2011
(audited) (restated)(1)
€ thousand
55,125
602,639
113,022
17,594
153,813
16,800
958,993
357,458
586,500
636,054
Net debt ..........................................
Working capital(4) ...............................
-52,305
-183,263
-63,110
(5)
Net working capital .........................
-192,282
-39,039
-129,015
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
In respect of Intangible Assets and Deferred Tax Liabilities, comparative figures as of December 31, 2012 were revised according to IFRS 3.49 in
the Consolidated Financial Statements 2013.
(3)
Net debt is calculated by adding bonds (current and non-current), non-current financial liabilities and current financial liabilities and subtracting
cash and cash equivalents. Net debt is not an IFRS financial measure and is therefore unaudited.
(4)
Working capital is calculated as current assets minus current liabilities. Working capital is not an IFRS financial measure and is therefore unaudited.
- 57-
(5)
Net working capital is calculated as current assets (without cash and cash equivalents) minus current liabilities (without current financial liabilities
and current portion of bonds). Net working capital is not an IFRS financial measure and is therefore unaudited.
Financial liabilities
As of December 31, 2013, the outstanding financial liabilities of PORR Group primarily consisted of financial indebtedness from bonds and bank financing as well as certain provisions.
The Company has issued the following outstanding bonds:
Year issued
2009
2010
2012
2013
Nominal value
€100,000,000
€125,000,000
€50,000,000
€50,000,000
Interest rate
6.00% per annum
5.00% per annum
6.25% per annum
6.25% per annum
Status
senior unsecured
senior unsecured
senior unsecured
senior unsecured
Due for repayment
November 6, 2014
October 13, 2015
December 4, 2016
November 26, 2018
All bonds are governed by Austrian law (save for the €50 million 6.25% senior unsecured notes 20132018, which are governed by German law) and have essentially similar terms, which include a negative
pledge but no financial covenants. In addition, the terms include a tax gross-up and the corresponding entitlement of the Company to redeem the notes early upon a tax event. A bondholder may declare the bonds
due and payable in the event of a change of control, a payment default by the Company under the notes, a
cross default with a threshold of € 2 million, insolvency of the Company or a material subsidiary (defined as
a subsidiary representing 10% or more of consolidated revenue) or if any security interest granted by the
Company is enforced and this results in a material adverse effect on the ability of the Company to perform
its obligations under bonds.
In December 2010, the PORR Group concluded a syndicated facility agreement in an original amount of
€200 million with a three year term to refinance maturing bonds and bank loans as well as the partial funding of the acquisition of the residual stakes in TEERAG-ASDAG from WIENER STADTWERKE Holding AG and
remaining free float shareholders in 2011. At maturity on November 30, 2013, the Company repaid €118,7
million and the residual amount of €81,3 million was prolonged for two additional years, i.e., until November
30, 2015. In addition, the PORR Group has also outstanding interest bearing deferred purchase price to
WIENER STADTWERKE Holding AG of €26.7 million in the context of the acquisition of a 47.19% interest in
TEERAG-ASDAG in 2011. As of December 31, 2013, financial liabilities also include the portion of the ABAP
Profit Participation Rights of €30 million in respect of which holders have become entitled to termination.
In order to secure ordinary construction business the Group had, as of December 31, 2013, at its disposal guarantee facilities in the total amount of €1,293 million in Europe and Qatar/Oman. These agreements enable the Group to issue tender guarantees, advance payment guarantees, performance guarantees, retention guarantees and other types of operative guarantees. Thereof, commitments of total
€440 million are committed and may be utilized until mid 2016. Guarantees utilized under such guarantee
facilities and which do not expire earlier, have to be repaid within up to seven years. The residual €853 million have a term in line with the respective needs of the underlying operative contract or have to be renewed on an annual basis. As per December 31, 2013, 69% of the commitments were utilized (79% of the
commitments in Europe and 36% of the commitments in Qatar and Oman).
The Group also entered into finance leasing agreements in relation to equipment and investment property with corresponding liabilities in the aggregate amount of €80.1 million as of December 31, 2013 (2012:
€84.1 million; 2011: €84.9 million). The terms of the finance leases for real estate are between 5 and 23
years and leasing fees are generally tied to the 6-month EURIBOR and adjusted semi-annually. The terms of
the finance leases for equipment are between 3 and 12 years and leasing fees are generally tied to the 3month EURIBOR and adjusted quarterly. The equipment leasing contracts include extension options, but
they do not contain sales option or clauses for adjusting the price. The carrying values of respective assets
held under finance leasing agreements amounted to €134.0 million as of December 31, 2013 (2012:
€123.4 million; 2011: €119.9 million).
The PORR Group typically finances developments of investment property by bank loans secured by the
relevant property. As of December 31, 2013, the PORR Group had in total €112.2 million outstanding under
such bank loans financing fully consolidated investment property.
The following tables show certain information related to the Group's interest-bearing liabilities as of December 31, 2013:
Bonds ............................................................
Borrowings and overdrafts from banks ...............
Lease obligations .............................................
Derivative financial instruments .........................
Other financial liabilities ...................................
Total interest bearing liabilities ....................
_______________________
(Source: Consolidated Financial Statements 2013)
Carrying amount
322,793
227,261
80,090
794
59,427
690,365
As of Dec 31, 2013
€ thousand
Remaining term
Remaining term
up to 1 year
1 to 5 years
99,134
223,659
36,914
133,920
15,424
45,260
610
184
40,848
17,770
192,930
420,793
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Remaining term
more than 5 years
0
56,427
19,406
0
809
76,642
Bonds ............................................................
Borrowings and overdrafts from banks ...............
Lease obligations .............................................
Derivative financial instruments .........................
Other financial liabilities ...................................
Total interest bearing liabilities ....................
_______________________
(Source: Consolidated Financial Statements 2012)
Carrying amount
273,103
283,357
84,137
1,012
55,302
696,911
As of Dec 31, 2012
€ thousand
Remaining term
Remaining term
up to 1 year
1 to 5 years
0
273,103
213,824
23,122
15,796
42,357
258
754
24,757
26,777
254,635
366,113
Remaining term
more than 5 years
0
46,411
25,984
0
3,768
102,147
As of December 31, 2013, borrowings and overdrafts from banks secured by real estate and inventory
amounted to €112.2 million (2012: €101.5 million; 2011: €247.3 million). Group obligations under finance
leases are secured by the leased assets which are the property of the lessor under civil law. As of December 31, 2013, the carrying amount of assets securing financial leases was €134.0 million (2012:
€123.4 million; 2011: €119.9 million).
Net debt
As a consequence of the reduction of financial liabilities, net debt (calculated by adding bonds (current
and non-current), non-current financial liabilities and current financial liabilities and subtracting cash and
cash equivalents) declined from €636.1 million as of December 31, 2011 by €49.6 million or 7.8% to
€586.5 million as of December 31, 2012. As of December 31, 2013, net debt declined materially because of
the strong increase in cash and cash equivalents by further €229.0 million or 39.1% to €357.5 million. The
strong increase in cash and cash equivalents was mainly due to the increase in revenue and other operating
income and changes in working capital, in particular trade payables.
Mostly due to public infrastructure customers, the Group's net debt is seasonal and finds its lows at
year-end. Net debt starts to increase again as construction activities pick up and reaches its high starting
May when construction work activity increases. Depending mostly on weather conditions, this working capital intense phase lasts until October or November of each financial year.
Working capital and net working capital
The Group needs to cover current liabilities by current assets plus available financial commitments.
Since 2012, the Group has focused on improving its working capital and net working capital management by
reducing current assets (reduction of receivables and their average outstanding term, streamlining of payment terms, stringent inventory management, optimizations in cash management) and increasing the portion of funding of current assets by non-interest bearing liabilities, such as trade payables (and increasing
their average outstanding term). Thereby, the Group aims to improve liquidity and reduce its need for interest-bearing liabilities.
As December 31, 2011, current liabilities exceeded current assets by €63.1 million, whereby trade receivables exceeded trade payables by €100.5 million. Net working capital amounted to €-59.4 million as of
December 31, 2011. As of December 31, 2012, current liabilities exceeded current assets by €183.3 million.
The increase in current liabilities was driven by an increase in current financial liabilities. A syndicated facility of €200 million, which was taken out in 2010, became a current financial liability caused by its then due
date November 2013. Net working capital improved from €-59.4 million as of December 31, 2011 by
€20.4 million to €-39.0 million as of December 31, 2012.
As of December 31, 2013, current liabilities exceeded current assets by €52.3 million, whereby trade receivables exceeded trade payables by €37.6 million. The increase in current assets was primarily due to the
increase in cash and cash equivalents and acquisitions made (see note 2.1 to the Consolidated Financial
Statements 2013 for the allocation to the individual items of the consolidated statement of financial position). The increase in current liabilities was mainly due to the bond due 2014 having become a current financial liability and substantial increases in payables and other current liabilities. Net working capital
amounted to €-192.3 million as of December 31, 2013.
Contingent liabilities
Contingent liabilities amounted to €65.4 million as of December 31, 2013 (2012: €63.3 million; 2011:
€77.1 million) and primarily relate to guarantees given to secure bank loans of non-consolidated subsidiaries, associates and other companies in which the Group holds a stake.
The operational construction business requires various types of guarantees in order to safeguard contractual obligations, as described in more detail above under " – Financial liabilities". This generally relates
to guarantees for tenders, contract fulfillment, advance payment and warranty. In addition, the Group is
jointly and severally liable for all consortia in which it participates. The Group considers claims arising from
such contingent liabilities unlikely.
Off-balance sheet commitments
The Group does not engage in off-balance sheet financial transactions.
- 59-
Pension, severance and anniversary benefits
Pension Benefits: Pension commitments are as a rule defined individual benefit commitments to senior
staff, which are not covered by plan assets. The obligations from direct pension benefits are partially covered by insurance policies. As of December 31, 2013 provisions for pension payments amounted to €40.0
million (2012: €37.1 million; 2011: €34.7 million).
Severance Benefits: In Austria, in case of termination or retirement of an employee there is a statutory
obligation to make lump-sum severance payments to all terminated or retired employees who joined the
Group (or its predecessor) prior to January 1, 2003. The amount of severance pay depends on the amount
of the pay at the time of termination and the length of employment with the Group. Such employee claims
are treated as claims under a defined benefit plan for which plan assets do not exist to cover such claims. As
of December 31, 2013 provisions for severance payments amounted to €56.4 million (2012: €51.9 million;
2011: €46.8 million). For employees who joined on or after January 1, 2003, an employer is required to
make contributions to an employee welfare fund – defined contribution scheme (Mitarbeitervorsorgekasse).
Monthly contributions to this scheme amount to 1.53% of the salary/wage of each respective employee and
are recognized as staff expense in the period in which they are incurred.
Contributions are payable by the employer to the holiday pay and severance pay fund in respect of employees whose employment is covered by the Austrian Construction Workers' Leave and Severance Pay Act.
Currently, approximately 37% of the wage of relevant employees is payable to the holiday pay fund,
amounting to €43.5 million in 2013 (2012: €39.7 million; 2011: €39.4 million) and 4.6% of the wage of relevant employees is payable to the severance pay fund, amounting to €6.0 million in 2013 (2012:
€5.6 million; 2011: €4.8 million). This contribution covers employee severance pay claims and other benefits, in particular the holiday pay and holiday allowance payable by the holiday pay and severance pay fund
to the relevant employees. This Austrian state plan covers all the companies in the construction sector. The
benefits are financed on a pay-as-you-earn basis, i.e., the benefits falling due in a particular period are to
be financed by the contributions of this same period, while the future benefits earned in the period under
review will be funded by future contributions. Employers are not legally or actually obliged to pay future
benefits. Employers are only obliged to pay the prescribed contributions as long as they employ workers
whose employment is covered by the Austrian Construction Workers' Leave and Severance Pay Act. Payments to external employee provision funds are recognized as staff expense in the period in which they are
incurred.
Service anniversary bonuses: Austrian legal regulations require the Group to make special payments to
employees in Austria who reach a certain number of service years. This payment is dependent on the length
of service and the monthly wage or salary on the anniversary date. As of December 31, 2013, provisions for
service anniversary bonuses amounted to €12.3 million (2012: €11.7 million; 2011: €10.1 million).
Equity
The following table presents the equity of the Group as of December 31, 2011, 2012 and 2013.
€ thousand unless otherwise indicated
Share capital .........................................
Capital reserves.....................................
Other reserves ......................................
thereof revaluation reserve ..............
thereof remeasurement of benefit
obligations .....................................
thereof foreign currency translation
reserves.........................................
thereof fair value reserve for securities
available for sale .............................
thereof reserve for cash flow hedges .
thereof retained earnings and non-retained
profits............................................
Equity attributable to shareholders of the
Company.........................................
Equity from profit participation rights .......
Non-controlling interest ..........................
Total equity ........................................
Dec 31, 2013
(audited)
24,203
139,632
134,898
24,203
As of
Dec 31, 2012
(audited)(2)
19,896
121,353
85,303
13,897
Dec 31, 2011
(audited) (restated)(1)
19,896
121,353
83,571
14,154
-13,926
-8,845
-2,494
2,646
4,497
2,841
169
-31,571
52
-35,279
-172
-28,965
153,377
110,981
98,207
298,733
46,120
2,809
347,662
226,552
92,119
3,882
322,553
224,820
75,530
2,893
303,243
Total assets ........................................
2,296,470
2,060,741
2,137,052
Equity ratio in%(3) ..............................
15.1%
15.7%
14.2%
(4)
Adjusted equity ratio in% ...............
16.5%
17.4%
15.5%
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
(2)
In respect of Intangible Assets and Deferred Tax Liabilities, comparative figures as of December 31, 2012 were revised according to IFRS 3.49 in
the Consolidated Financial Statements 2013.
(3)
Equity ratio is calculated by dividing total assets by total equity. Equity ratio is not an IFRS financial measure and is therefore unaudited.
(4)
Adjusted equity is calculated by dividing total assets by total equity (without considering the negative reserve for cashflow hedges). The adjusted
equity ratio is not an IFRS financial measure and is therefore unaudited.
The position share capital includes the PORR Profit Participation Rights issued by the Company. For a
description of the entitlements of holder of PORR Profit Participation Rights, see "Description of Share Capital and Articles of Association of PORR AG-Share Capital-PORR Profit Participation Rights". In May 2013, the
- 60-
Company increased its share capital against contributions in cash and contributions in kind resulting in an
increase of share capital. In July 2013, the Company increased its share capital by converting net profits
and profit reserves into share capital.
As of December 31, 2012, the position equity from profit participation rights consists of all the ABAP
Profit Participation Rights with a total nominal value of €70 million and subordinated loans with a total nominal value of €11 million, which were contributed to the Company in the course of the share capital increase
in May 2013. The ABAP Profit Participation Rights have no maturity and only the issuer, but not the holders,
is entitled to terminate such rights at any time. In addition, the right of holders to extraordinary termination
is tied to conditions under the control of the PORR Group. The ABAP Profit Participation Rights carry interest
at 8% per annum with an interest step-up to 13% per annum as of January 1, 2013. Payment of interest is
optional, unless either ABAP Beteiligungs Holding GmbH or PORR AG distributes a dividend. In case interest
is not paid in respect of a financial year, arrears of interest have to be paid upon the distribution of a dividend by either ABAP Beteiligungs Holding GmbH or PORR AG together with additionally accrued interest.
Upon termination of the ABAP Profit Participation Rights, the nominal amount terminated is to be repaid together with accrued interest and any arrears of interest. Holders of ABAP Profit Participation Rights with a
nominal value of €30 million waived their right to the interest step-up to 13% per annum until December 31, 2016. As of December 31, 2013, a portion of the ABAP Profit Participation Rights of €30 million in
respect of which holders have become entitled to termination does no more qualify as equity in accordance
with IFRS and has therefore been qualified as a financial liability. See also "Risk Factors – Also the part of
the profit participation rights issued by ABAP Beteiligungs Holding GmbH which is currently stated in the
consolidated statement of financial position as equity capital may have to be recognized as debt capital in
the future. All such profit participation rights are subject to a term-related interest step-up, the occurrence
of which, if not waived, would entail an increase in the funding costs."
Equity as of December 31, 2012 of €322.6 million exceeded equity as of December 31, 2011 of
€303.2 million by €19.3 million. In the same period, total assets fell from €2,137.1 million as of December 31, 2011 by €76.3 million to €2,060.7 million as of December 31, 2012. Thereby, the equity ratio rose
from 14.2% to 15.7%. The statement of changes in equity includes an amount of €35.3 million as an equity
decrease through the allocation of a reserve for cash flow hedges. This relates to the financing of the parts
of the M6 motorway in Hungary, which has been operational since 2006 and 2012 respectively. The Group
holds a minority interest in this project, which is financed on a public private partnership basis. The underlying loans are financed at variable rates in compliance with the tender; however the bank consortium agreed
to an interest hedge on a fixed basis before the loan was taken out, whereby all variable interest payments
are offset and only a fixed interest obligation remains. The loans are, therefore, in substance subject to
fixed interest. As part of the interest hedge was concluded with a different credit institution than the one
making available the loan, IFRS requires that the positive or negative market value from the valuation at
year-end must be transferred into a reserve for cash flow hedges. Owing to falling interest for years, there
was a negative market value of €35.3 million as of December 31, 2012 (2011: negative market value of
€29.0 million). If this negative reserve were not required to be recorded in equity, there would have been
equity of €357.8 million and therefore an equity ratio of 17.4% as of December 31, 2012 (2011: equity of
€332.2 million and an equity ratio of 15.5%).
Equity as of December 31, 2013 of €347.7 million exceeded equity as of December 31, 2012 by €25.1
million. In the same period, total assets increased from €2,060.7 million as of December 31, 2012 by
€235.7 million to €2,296.5 million as of December 31, 2013. Thereby, the equity ratio fell from 15.7% to
15.1%. Without considering the negative reserve for the cash flow hedge described above, equity would
have been at €379.2 million as of December 31, 2013 resulting in an equity ratio of 16.5%.
Management of Market and Operating Risks
The assets, liabilities and planned transactions of the Group are exposed to risks arising from changes in
liquidity, interest rates, foreign exchange rates and raw material prices. The goal of financial risk management is to limit these market risks through regular operating and financing activities. Derivative and nonderivative hedging instruments are used for this purpose, depending on the assessment of risk. In general,
risks are only hedged if they could have an effect on the cash flow of the Group. Derivative financial instruments are used exclusively as hedging instruments, i.e., they are not used for trade or other speculative
purposes. All hedge transactions are performed centrally by the Group treasury, unless in specific cases other Group companies are authorized to conclude transactions outside the Group treasury. An internal control
system designed around current requirements has been implemented to monitor and control risks linked to
money market and foreign exchange trading. All Group treasury activities are subject to strict
risk/processing control, the fundament of which is a functional separation of commerce, processing and accounting.
Liquidity risk
The liquidity risk is the risk that liabilities cannot be paid upon maturity. As of December 31, 2013, net
debt (balance of cash and cash equivalents, bonds and current and non-current financial liabilities) amounted to €357.5 million (2012: €586.5 million; 2011: €636.1 million). Current liabilities exceed current assets
by €52.3 million (2012: €183.3 million; 2011: €63.1 million), whereby trade receivables exceeded trade
payables by €37.6 million (2012: 95.0 million; 2011: €100.5 million). Current financial liabilities (current
portion of bonds and current financial liabilities) amounted to €192.9 million (2012: €254.6 million; 2011:
- 61-
€157.5 million) and are covered in full by cash and cash equivalents and assets held for sale of total €336.4
million (2012: €134.8 million; 2011: €170.6 million). The Group has € 74.3 million (2012: €90.0 million;
2011: €248.6 million) of available commitments under existing loan agreement with banks, which are available to fund current financial liabilities.
Interest rate risk
The interest rate risk is the risk from rising interest cost or falling interest income in connection with financial items. For the Group, this risk results almost exclusively from the scenario of rises in interest rates,
especially in the short term. As of December 31, 2013, management of this risk was conducted with nonderivative instruments. See also the sensitivity analysis in note 44.5 to the Consolidated Financial Statements 2013.
Raw material price risk
The risk of price changes in construction steel was only hedged by means of long-term price fixing in
2013 and 2012. Owing to the lack of functioning derivative markets in this area, the price risk of other significant material purchases as of December 31, 2013, were also addressed by means of long-term framework contracts.
Foreign exchange risk
Transactional risks: The foreign exchange risk is treated within the Group as transaction-oriented and
results either from construction contracts or from financing in connection with such contracts. Group policy
is to hedge the operational foreign exchange risks in full. In accordance with the respective functional currency of the Group unit processing the order, the Group aims to conduct local orders in the corresponding
national currencies. This happens in every instance in which the services to be rendered are locally generated. If this does not succeed, or if services must be provided in other currencies, the resulting risk is secured
by hedging. With regard to derivative financial instruments, the Group financial management exclusively uses forward contracts and first generation currency options.
As of December 31, 2013, the Group concluded forward contracts of €193.5 million (2012: €132.7 million; 2011: €103.3 million). Thereof, €38.3 million (2012: 61.4 million) were forward purchases and €154.6
million (2012: €71.3 million) were forward sales. Approximately €110.0 million (2012: €54.6 million; 2011:
€20.8 million) were designated as hedges for project cash flows and the remainder of €83.5 million (2012:
€78.0 million; 2011: €82.5 million) for hedging intra-group financing. As of December 31, 2013, the market
valuation of open forwards contracts resulted in a fair value of €0.8 million (2012: €-0.2 million). In the financial year 2013, total gain of €1.0 million (2012: expense of €1.1 million) resulting from changes in the
fair value of forward contracts was recognized in the income statement.
Currency translation: The companies included in the consolidated financial statements of the Group prepare their annual financial statements in their respective functional currencies, whereby the functional currency is the relevant currency for the commercial activities of the company concerned. The functional currency for nearly all of the companies included is the currency of the country in which the company concerned is domiciled. Items in the consolidated statement of financial position are translated at the mean rate
of exchange at the end of the reporting period and income statement items are translated at the annual
mean rate of exchange for the fiscal year (as an arithmetic mean of all end-of-month quotations). Differences resulting from the currency translation are reported in other comprehensive income. These translation
differences are recognized in the income statement at the date of disposal of the business activities.
Exchange gains or losses on transactions undertaken by companies included in the consolidation in a
currency other than the functional currency are also recognized in the income statement. Monetary items
not denominated in the functional currency held by companies included in the consolidation are translated at
the mean rate as of the reporting date. Exchange gains or losses resulting from this translation are also recognized in the income statement.
Credit risk
It is a particularity of to the construction industry that a general contractor has to perform services in
advance of the receipt of payment. To reduce default risk, an extensive creditworthiness check is carried out
and adequate securities are agreed to the extent reasonably possible.
The risk of default in relation to the Group's financial instruments held as an asset is also deemed to be
low due to the debtors being financial institutions and other debtors with high credit standing. The carrying
amount of financial assets represents the maximum risk of default. There is no concentration of risk arising
from significant outstanding amounts from individual debtors.
As of December 31, 2013 the Group's maximum credit risk amounted to €1,194.4 million (2012: €931.7
million; 2011: €983.6 million) and related mainly to loans, other financial investments and securities, other
financial assets, trade receivables and cash and cash equivalents.
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Property, Plant, Equipment and Investment Property
The following table presents property, plant, equipment and investment property of the Group as of December 31, 2011, 2012 and 2013.
Dec 31, 2013
(audited)
€ thousand
Land, land rights and buildings, including buildings on land owned by others ..............
Technical equipment and machinery.........
Other plant, factory and business equipment
Payment on account and assets under construction ..................................................
Subtotal property, plant and equipment
Investment property ..............................
Total property, plant, equipment and investment property
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to
in 2012.
As of
Dec 31, 2012
(audited)
€ thousand
Dec 31, 2011
(audited) (restated)(1)
€ thousand
267,545
134,024
38,916
239,503
109,981
35,963
267,368
102,514
31,174
8,717
449,202
234,386
8,088
393,535
339,782
8,696
409,752
366,020
683,588
733,317
775,772
reflect the retroactive application of amendments to IAS 19 applied for the first time
Property includes storage areas, office buildings, workshops, accommodations for workers, raw material
deposits and hotels managed by the Group. As of December 31, 2013, all property had a carrying value below €10 million, save for the office building in Absberggasse 47, Vienna (headquarters) and a quarry.
Land, land rights and buildings including buildings on land owned by others includes raw material reserves of €63.8 million as of December 31, 2013 (2012: €69.3 million; 2011. €74.6 million), which are written off using the depletion method. Property, plant, equipment and investment property held under finance
leases amounted to €134.0 million as of December 31, 2013 (2012: €123.4 million; 2011: €119.9 million).
The carrying amount for property, plant and equipment pledged for security was €86.9 million as of December 31, 2013 (2012: €78.4 million; 2011: €125.7 million). As of December 31, 2013, investment property with a carrying amount of €85.6 million (2012: €162.3 million; 2011: €253.0 million) is pledged as collateral for liabilities, including investment property with a carrying amount of €0 million (2012: €24.0 million) recorded under assets held for sale. There were no selling restrictions on investment property as of December 31, 2013 (2012: none; 2011: €77.4 million).
Investments
Investments covered by the annual investment budget comprise traditional replacement and enhancement investments (vehicle fleet, building equipment and machinery, etc.) and new investments made on a
project basis. Investments in PPP projects, real estate, land, building rights and buildings requires the individual approval of the Managing Board and the Supervisory Board and are not covered by the annual investment plan.
Investments into technical equipment include machinery for the treatment of asphalt, concrete and other raw materials, construction containers, elements for concrete formwork and all small equipment for construction services. Larger equipment such as hydraulic excavators, cranes, trucks, etc. are typical financed
via finance leases and therefore included in investments.
Past investments
The following table presents an overview on the categories of investments of the Group in the financial
years ended December 31, 2011, 2012 and 2013.
Dec 31, 2013
(audited)
€ thousand
As of
Dec 31, 2012
(audited)
€ thousand
Dec 31, 2011
(audited) (restated)(1)
€ thousand
Land, land rights and buildings, including buildings on land owned by others ..............
3,932
4,078
18,293
Technical equipment and machinery.........
29,873
27,007
15,489
Other plant, factory and business equipment
20,698
16,776
21,164
Payment on account and assets under construction ..................................................
3,082
6,099
4,252
Subtotal ..............................................
57,585
53,960
59,198
Investment property ..............................
29,285
76,959
66,075
Total ...................................................
86,870
130,919
125,273
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first time
in 2012.
In the financial year 2011, investments included the acquisition of the remaining shares in TEERAGASDAG from WIENER STADTWERKE Holding AG (47.19% of the share capital of TEERAG-ASDAG) and in the
course of a squeeze-out from remaining minority shareholders. TEERAG-ASDAG, a material Austrian market
participant for civil engineering and asphalt application, has been wholly owned by the Group since. In addi- 63-
tion, investments in land, land rights and buildings included investment of €15.5 million into a building used
by the Group for its own purposes.
In the financial years 2012 and 2013, there were no individually significant investments in property,
plant and equipment. Investments into technical equipment and machinery included typical replacement and
project driven additional investments. In respect of investment property, projects underway continued and
additions included two hotel and office complexes in Germany.
Investments in investment property materially decreased in 2013 mainly due to disposals of investment
property or the disposal of shares in companies holding investment property, thereby turning a high number
of such former subsidiaries into associates. In 2013, material investments in investment property included
the following projects:
Premium Plaza, Carlsbad, Czech Republic: The project site is
tive center. The project involved the construction of a modern,
basement levels, a ground floor and six upper floors. The office
mately 9,700 square meter and involved total investment costs
pleted in September 2013.
located in the town's retail and administrafirst class office complex consisting of two
building has a gross floor area of approxiof €12 million. The construction was com-
Hotel Steigenberger, Berlin Mitte, Germany: Strauss & Partner Development GmbH develops a new 4star superior hotel in the immediate vicinity of the central station and the German chancellery under the renowned Steigenberger brand. The Hotel Steigenberger will have eight floors and a total floor area of approximately 23,000 square meters providing for 339 hotel rooms as well as a restaurant and a conference area.
The total estimated investment costs amount to €68 million. Completion is scheduled for April 2014. The
project is financed by equity from the Group and a financial partner and bank debt.
Hotel+Office Campus, Berlin, Germany: The site of the Hotel + Office Campus Berlin is just off the river,
close to the well-known Oberbaum Bridge. The development of the area fills the gap between the
Alexanderplatz and the Osthafen. The buildings are laid out in a meandering pattern which aims to produce
campus-like, green courtyards. The hotel building will have 217 rooms on a total of seven floors. The offices
are designed as first-class facilities. The underground car park will offer 128 parking spaces. Total investment costs are estimated to be €74 million. Completion is scheduled for April 2014. The project is financed
by equity from the Group and a financial partner and bank debt.
Principal investments in progress and planed investments
Material investments in investment property in progress include the projects mentioned above which are
scheduled to be completed in April 2014 and the following planned projects:
Wohnquartier Keibelstraße, Berlin, Germany: Strauss & Partner Development GmbH plans to build a
high-end residential building with a floor space of 12,900 square meters and additional 3.200 square meters
of commercial space. Total investment costs are estimated to be €50 million. Start of construction is scheduled for April 2014, building completion is scheduled at the end of 2015. The project is financed by equity
from the Group and bank debt, whereby the Group will consider involving a financial or real estate investor
to take part of the equity.
Arena Boulevard, Berlin, Germany: Strauss & Partner Development GmbH, together with a 50% project
partner, acquired an approximately 1,600 square meter plot in Berlin-Friedrichshain-Kreuzberg, ValeskaGert-Straße/Marianne-von-Rantzau-Straße. An office complex and a retail building with a total estimated investment volume of €20 million are intended to be built. Arena Boulevard is located nearby the O2 World
Berlin, close to the Hotel + Office Campus, Berlin. Construction started in March 2014, building completion is
scheduled for October 2015. The project is financed by equity from the Group and its project partner and
bank debt.
Rosenhügel, Wien, Austria: Strauss & Partner Development GmbH, together with a co-investor, won the
bidding process for the former Rosenhügel film studios of ORF, the Austrian broadcasting agency, in July
2013. Part of the property will be sold to a retail chain that will establish a supermarket. Vienna Symphonic
Library will take over the property part with the heritage-protected hangar. On the remaining 17,000 square
meters of land, 200-250 apartments for the upper middle class will be developed surrounded by green spaces. The completion of the entire project with estimated total investment of €42 million is planned for 2018.
The Group intends to finance such projects from available resources, funds made available by project partners and bank debt.
Recent Developments and Outlook
The construction industry is seasonal and typically generates lower levels of Production Output in the
first months of the year than in the remaining months of the year. This is due to fixed costs for staff and
machinery while there is less operational activity due to unfavorable weather conditions.
In the first two months of the pending financial year ending February 28, 2014, Production Output of
the Group amounted to €356.8 million, an increase by €81.3 million or 29.5% as compared to the same period in 2013. Such increase has been due to better than usual weather conditions and thus increased con- 64-
struction activity in Austria and Germany, the Group's currently most important markets, and contributions
from the Group's large-scale project in Qatar. Due to regular seasonal changes to net debt as described in
"Operating and Financial Review-Liabilities-Net debt" and in line with prior financial years, net debt increased to €486.6 million as of February 28, 2014 (€680.4 million as of February 28, 2013).
Order bookings amounted to €411.6 million in the two months ended February 28, 2014, an increase by
€84.9 million or 26.0% as compared to the same period in 2013. The Group's order backlog amounted to
€4,645.4 million as of February 28, 2014, an increase by €54.7 million or 1.2% as compared to the Group's
order backlog as of December 31, 2013.
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INDUSTRY
The following section contains an overview of the macroeconomic development and the competitive environment, with a particular focus on the PORR Group's Home Markets, namely Austria, Germany, Switzerland, Poland and the Czech Republic. This section presents actual numbers, but also estimates and forecasts. In light of the financial crisis and euro zone debt crisis, growth rates have been exceptionally volatile
in the recent past and estimates and forecasts have been revised frequently and significantly to take account of these developments. Accordingly, actual numbers may differ significantly from the estimates and
forecasts presented in this section and therefore investors should not place undue reliance on these estimates and forecasts.
General market environment in the Group's Home Markets
Economic growth in the Group's Home Markets Austria, Germany, Switzerland, Poland and the Czech
Republic has been characterized by high volatility over the last years. After Austria, Germany, Switzerland
and the Czech Republic were pushed into recession in 2009 and Poland nearly stagnated, 2010 brought a
recovery that was, however, only of short duration. Starting in 2011, growth started to slow down again
significantly.
Austria
In 2012, Austrian GDP grew by just 0.9% and is expected to have nearly stagnated in 2013 at a growth
rate in the range between 0.3% and 0.4%.
Going forward, real GDP growth is forecasted at 1.6% to 1.7% for 2014 and 1.8% to 2.0% for 2015.
Growth is expected to be driven by the recovery of the world economy and a corresponding boost in exports. Besides, domestic demand components are also increasingly contributing to Austria's recovery. Private consumption is benefiting from healthy employment growth and a moderate rise in real wages and investment activity is being driven by improving sales prospects and deferred replacement investments that
should be realized (sources: Oesterreichische Nationalbank, Current Economic Situation, January 2014; European Commission, European Economic Forecast, Autumn 2013).
Germany
The German economy is expected to have grown by 0.4% in 2013, compared to 0.7% in 2012.
Domestic demand will continue to act as the main driver of growth. Private consumption supported by
low interest rates, rising wages and robust employment growth, besides an expected gradual pick-up in investment, are the key drivers behind domestic demand. Besides, growing demand from abroad may help to
accelerate growth through benefiting industrial production. Real GDP growth is forecasted at 1.7% in 2014
and 1.8% in 2015 (sources: Deutsche Bundesbank, Monthly Report, January 2014; European Commission,
European Economic Forecast, Autumn 2013).
Switzerland
With an estimated growth rate of 1.9% in 2013 after 1.0% in 2012, Switzerland has been among the
fastest growing of the Group's Home Markets.
Going forward, growth may reach 2.3% and 2.7% in 2014 and 2015, respectively. Besides the robust
domestic economy, growth in exports is expected to benefit from the slow recovery of the global economy.
As the industrial sector stabilizes, the labor market should improve and further accelerate domestic demand
(source: State Secretariat for Economic Affairs SECO, Ecomomic forecasts from the Federal Government's
Expert Group – Winter 2013/14, December 2013).
Poland
Poland also experienced a slowdown in GDP growth. Based on preliminary estimates, Polish GDP grew
by 1.3% in 2013, compared to 1.9% in 2012. Real GDP growth is expected to reach 2.5% in 2014 and 2.9%
in 2015 with domestic demand projected to gradually replace external trade as the main growth driver
(source: European Commission, European Economic Forecast, Autumn 2013).
Czech Republic
The Czech Republic has been in recession over the last two years, contracting by 1.0% in 2012 and,
based on estimates, also in 2013. Going forward, the country is expected to recover and return to growth at
a rate of 1.8% in 2014 and 2.2% in 2015. While stronger external demand and restocking are likely to support the recovery in 2014, household consumption and gross fixed capital formation are expected to become
the key drivers of growth in 2015 (source: European Commission, European Economic Forecast, Autumn
2013).
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The construction sector in the PORR Group's Home Markets
Overview
2013 was a transitional year for the European construction industry. Trends and developments, which
had affected previous years, became less important in 2013. In 2013, total European construction output
decreased by 3.0%, which was mainly due to the struggling construction industry in Southern European
countries and CEE countries, but also in countries such as the Netherlands, Ireland, Italy and France. In the
CEE region, Poland had a negative growth rate of 8.9% and the Czech Republic had a negative growth rate
of 8.2%. In contrast, countries such as Switzerland, Austria and Germany contributed with small growth
rates of 2.0% (Switzerland), 0.5% (Austria) and 0.3% (Germany) (source: Euroconstruct Summary Report,
November 2013).
In 2014, a small growth by 0.9% in total European construction output is expected, mainly due to the
expected growth in northern and central European countries, but also certain CEE countries such as Poland,
which is expected to contribute with a growth rate of 3.5%, or Hungary. The Czech Republic and Slovakia
will continue to contribute negatively.
The construction industry in a country typically comprises the subsectors civil engineering, nonresidential construction and housing. Therefore, the discussion of the Group's markets take into account
each of the three subsectors.
Austria
Analogous to growth in Austrian GDP, the Austrian construction industry has been volatile over the last
years. Total construction output in Austria grew by approximately 2.5% in each of 2011 and 2012, but
slowed down significantly in 2013. While the housing market grew strongly, a weak non-residential property
sector and civil engineering sector caused a drop in total construction growth. As a result, total construction
output growth nearly stagnated at a growth rate of approximately 0.5% in 2013. Nevertheless, the outlook
is more favorable according to forecasts estimating that total construction output may grow by 1.2% in
2014 and 1.3% in 2015 (source: Euroconstruct Country Report, November 2013).
The Austrian civil engineering market is determined to a large extent by transportation infrastructure
which accounts for approximately 60% of total output. While in 2011, civil engineering recorded a slight
growth rate by 0.4%, 2012 brought a decline in new traffic infrastructure due to the overall economic slowdown as a consequence of the European public debt crisis and precautions by the Austrian government to
cut public debt. In 2013, civil engineering declined by 0.6% mainly due to unfavorable economic developments and lower public involvement as a result of the Austrian Stability Package 2012, which entered into
force in July 2012 and put pressure to the civil engineering sector, in particular railway infrastructure investments. Public traffic infrastructure programs have been re-evaluated and infrastructure expenses cut as
a reduction of debt levels was targeted by the Austrian government. Going forward, growth is expected to
remain rather capped as a result of the ongoing consolidation of the public budget. Average annual growth
rates of 1.3% are expected for 2014, 2015 and 2016, with growth contributions especially from energy
works, railways and roads. For example, more than €1 billion will be spent over the next years on Austrian
highways according to ASFINAG. In the railways segment, construction activity is dependent on the realization of big tunnel projects and renovation of existing infrastructure (source: Euroconstruct Country Report,
November 2013).
The non-residential sector is especially sensitive to economic growth and was hit by the slowdown of
GDP growth. This sector contracted by 1.1% in 2013. New industrial and office construction activity was affected the most by this development, while especially building for health and to a minor extent also for education managed to grow. In the coming years, non-residential construction is expected to expand by 0.5%
in 2014 and 0.9% in 2015, further to the stabilization of the economic environment. Growth is projected to
be mainly driven by construction activities in offices and industrial construction. Even as these are cyclical
subsectors that are highly dependent on economic activity, the Austrian office market is very stable compared to other European countries, and could profit from a low vacation rate (source: Euroconstruct Country
Report, November 2013).
While civil engineering and non-residential construction have been hit by the economic slowdown in
Austria, the housing market has been the backbone of the Austrian construction market over the last years.
With 3.9%, growth in housing was especially high in 2012, reflecting the spike in new housing building permits in 2011. While Euroconstruct projects a deceleration of growth over the next years, it is projected to
remain positive and more dynamic than the total construction sector. Expected growth is 1.6% for 2014 and
1.3% in 2015. Given various trends and the spark in renovation activities in recent years, new construction
should perform more dynamically than renovation. Nevertheless, growth in the segment may be supported
by housing's high role on the political agenda and a lack of supply in some urban regions amid strong population growth in these areas as well as demand from investors (source: Euroconstruct Country Report, November 2013).
- 67-
Germany
The largest construction market in Europe has been characterized by substantial volatility over the last
years. While German GDP growth has been depressed over the last two years even as a recession had been
avoided, total construction output contracted by 1.2% in 2012 and grew just by 0.3% in 2013, dropping
from more than 5% growth in 2011. The slump was caused by a significant contraction in the nonresidential construction and civil engineering segments, while housing grew strongly through the period. Going forward, a strong rebound in growth is expected. In 2014, construction output growth should be as high
as 2.7% and approximately 1.2% in 2015 (source: Euroconstruct Country Report, November 2013).
The non-residential sector, being especially sensitive to economic growth, has been hit by a strong decline in industrial building over the last years, but not in office building. Due to the financial difficulties of the
public sector, construction for education and health contracted visibly. Overall, output in the segment declined by nearly 4.0% in 2012 and 1.0% in 2013. Amid the brightening GDP outlook, growth is expected to
set in again and growth of 2.4% in 2014 and 1.2% for 2015 are expected. Growth is forecasted to be driven
especially by the industrial buildings segment, storage and commercial buildings. These should be driven by
brightening business mood and further replenishment of municipal budgets (source: Euroconstruct Country
Report, November 2013).
Civil engineering grew weakly over the last years. It contracted by 4.5% in 2012 and stagnated at 0.2%
in 2013. As many municipalities had lived beyond their financial means in the years after the financial crisis,
cuts in public investment were necessary in 2012 and 2013. Moreover, uncertainty concerning the government's energy policy caused the energy industry to withhold projects. For the coming years, the expected
better economic conditions should lead to an improvement in municipal budgetary positions as well as more
spending by the federal government on transport routes. Consequently, civil engineering is expected to
grow by 3.4% in 2014 and by 1.6% in 2015 (source: Euroconstruct Country Report, November 2013).
Similar to the Austrian property market, residential construction has been the backbone of Germany's
construction industry. While the other segments have stagnated or shown negative growth in 2012 and
2013, it has been growing slightly at more than 1.0%. Residential construction is in the middle of a sustainable recovery. The main drivers are low interest rates, the improved employment situation, concerns over
inflation and the euro crisis, as well as investors searching for safe and stable forms of investment. Moreover, a growing housing shortage can be observed in several growth regions, which can also be attributed to
the sharp increase in immigration recently. Going forward, new construction activity may as well benefit of
the already extremely high renovation activity. Consequently, growth rates of 2.6% in 2014 and 1.2% in
2015 are expected (source: Euroconstruct Country Report, November 2013).
Switzerland
Along with the stable trend in GDP growth, growth in the Swiss construction sector has been rather stable. With a growth rate of 2.6% each in 2011 and 2012, Switzerland clearly has been an attractive market.
While non-residential and residential construction have been the main drivers of growth in 2011 and 2012,
2013 saw a substantial uptick of activity in the civil engineering segment, helping to increase the total
growth rate. As a result, the construction sector grew at a rate of 2.8% in 2013 and was the Group's fastest
growing Home Market. According to forecasts estimating that total construction output may grow by 3.6% in
2014 and 1.2% in 2015, the outlook seems favorable as well. The main drivers are expected to be residential and non-residential construction (source: Euroconstruct Country Report, November 2013).
The residential construction segment is the backbone of the Swiss construction industry. Growing at
1.4% in 2012 and 2.4% in 2013, the largest segment in the sector has had a major impact on total growth.
Residential construction continues to be driven by stable immigration, low interest rates, low unemployment
and a relative sound financial situation of households as well as a stable economic situation. As order books
are full, a strong expansion of the construction workforce is expected to lead to an increase in construction
activity in the short-term. In the mid-term, gradually tightening credit conditions may moderate residential
construction activity. Consequently, total residential construction is forecasted to grow by 5.0% in 2012, but
may slow to a growth rate of 1.7% in 2015 (source: Euroconstruct Country Report, November 2013).
Growth in non-residential construction activity was more volatile than residential construction. While the
segment grew at 4.7% in 2012, growth is estimated at 1.0% in 2013. Prospering areas have been hospital
construction and buildings for education or research. For the next years only a modest development is expected. A considerable decline in new orders for non-residential construction projects has to be observed
amid reluctance to invest in large industrial and commercial construction projects. Nevertheless, a large single project at Zurich airport is elevating office building and retail construction in 2014. Consequently, forecasts envisage growth of non-residential construction by 2.5% in 2014 and stagnation in 2015 (source:
Euroconstruct Country Report, November 2013).
With an estimated growth rate of 6.3% in 2013, civil engineering has been the fastest growing segment
of the Swiss construction industry. With about 40% of activity in the segment being accounted for by road
construction, growth in the segment clearly is highly dependent on politics. While the construction of a large
hydro-power plant in Glarus provides a tailwind, the finalization of the Gotthard railway tunnel, the most important driver of new construction in civil engineering, will increase the importance of renovation activities.
- 68-
Therefore, forecasts see a moderation of growth in the segment at 2.0% and 1.9% in 2014 and 2015, respectively (source: Euroconstruct Country Report, November 2013).
Poland
While Polish GDP growth has been less volatile than that of Germany and Austria, the construction industry has been most volatile. Total construction output grew by an impressive 11.6% in 2011, it stagnated
in 2012 and strongly contracted with a negative growth rate of -8.9% in 2013. While the Austrian and German construction sector managed to compensate the slump in non-residential construction and civil engineering through stable growth in housing to a considerable extent, all three segments contracted at the
same time in Poland. The Polish construction industry is projected to return to strong growth with growth
rates of 3.5% in 2014 and 4.4% in 2015. Even as growth may not reach the stunning growth levels seen
through the last recovery, Poland would again be the Group's fastest growing Home Market in terms of general growth rates (source: Euroconstruct Country Report, November 2013).
The segment hit hardest in Poland was civil engineering. It contracted by -9.6% in 2012 and -16.5% in
2013. This can be attributed to the forced cuts in the public budget as GDP growth slowed down and the
budget deficit expanded rapidly due to slowing tax revenues. Another factor is the completion of infrastructure for the Euro Championship 2012. It boosted construction in the previous years, but proved to be a
temporary, non-recurring effect. The outlook is brighter, as forecasts suggest growth rates of 7.0% in 2014
and 4.1% in 2015 in civil engineering. Growth is expected to be driven by high activity in railways, a deceleration of the fall in road construction and commissioning of energy investments, partially funded by the
newly agreed EU financial framework 2014-2020 (source: Euroconstruct Country Report, November 2013).
Non-residential construction has experienced contraction with some time delay. While it grew 5.9% in
2012, activity plunged and growth suddenly contracted by -3.3% in 2013. The main reasons are believed to
be the implementation of many projects financed by EU public funds and large activity of private investors
has been exhausted in 2013. As in the civil construction sector, the completion of projects related to the Euro Championship in 2012 has put additional pressure on construction growth funded by the public sector. In
the short-term, fiscal conditions may remain unfavorable, but in 2015 a deceleration in fiscal tightening
supported by funds under the new EU financial framework for 2014-2020 should benefit non-residential construction. Consequently, forecasts show growth rates of 1.3% in 2014 and 3.9% in 2015 (source:
Euroconstruct Country Report, November 2013).
In contrast to Austria and Germany, the Polish housing market has not been shielded from the decline in
the construction industry. While 5.3% growth in 2012 was impressive, it contracted by 7.7% in 2013 as
banks tightened mortgage lending criteria and consumer sentiment soured. A recovery is expected for 2014
and 2015, driven by an increasing availability of loans at lower interest rates, rising household incomes and
new government support programs for young, first-time home buyers, among others. Therefore, 2.9%
growth in 2014 and 5.4% in 2015 is projected (source: Euroconstruct Country Report, November 2013).
Czech Republic
The Czech Republic has been in a recession over the last years and construction activity has been hurt
substantially. Total construction output is estimated to have been contracting by 7.7% and 8.2% in 2012
and 2013, respectively. While all segments contracting, total residential construction saw the worst decline
and had a major impact on the slump total sector activity. Going forward, the contraction is believed to continue into 2014 with a growth rate of -2.8%, but the recovery may commence in 2015 eventually (source:
Euroconstruct Country Report, November 2013).
In contrast to the Group's other Home Markets that have been in recession or have seen low growth,
residential construction actually was the weakest segment of the sector. Adversely impacted by weakening
household incomes, VAT increases, increasing unemployment and unfavorable reforms in government housing policy, the segment contracted by 19.2% in 2012 and is estimated to having contracted by 15.3% in
2013. With the generally negative environment being expected to persist, support may come from lower
dwelling prices and very low mortgage interest rates. The contraction is forecasted to ease at a rate of 5.7%
and 6.5% in 2014 and 2015, respectively (source: Euroconstruct Country Report, November 2013).
Besides residential construction, the civil engineering segment has also been severely hit by the recession. It contracted by 9.8% in 2012 and 9.2% in 2013. The drop has been mainly caused by cuts in government spending for projects under construction as well as planned projects, especially within transport infrastructure, and exacerbated by restrictive EU funding due to the instable political situation. An exception
are flood protection structures, helped by recent floods in summer 2013. In the private sector, investors are
discouraged to invest in big projects because of the general economic and political uncertainties. Therefore,
the contraction in the civil engineering segment is expected to continue in 2014 and 2015 at a rate of 5.7%
and 2.4%, respectively.
Even as it contracted by 0.2% and 4.5% in 2012 and 2013, respectively, non-residential construction
has been the best performing segment in the Czech construction industry. As a result of a lack of both public
and private financial resources, demand for non-residential buildings stagnated. The number of realized
buildings and new order volume is still decreasing. Going forward, a revival of the renovation market may be
- 69-
beneficial for the segment. Overall, the segment is expected to contract by 2.8% in 2014 and return to
growth at 2.0% in 2015 (source: Euroconstruct Country Report, November 2013).
Other factors relevant for the construction industry
In addition to macroeconomic growth and developments in the specific subsectors of the construction
industry, there are some other factors that are relevant for the construction industry.
Cyclicality of the industry
The construction industry depends on investments by the public sector. Therefore, the construction industry depends on the public sector's ability to fund projects, in particular in relation to infrastructure. In the
past, the construction industry proved to be cyclical. Historically, at the beginning of periods of economic
expansion, the construction industry has experienced stronger growth than other industries. This is because
construction projects, particularly infrastructure projects, are a key growth driver for a country's economy.
On the other hand, towards the end of an economic growth cycle, the construction industry is typically one
of the first industries affected by stagnation or recession. Moreover, the construction projects usually are
leveraged and thus dependent on the credit cycle, i.e., the availability of credit, which is influenced by economic growth, but also by regulatory developments in the banking sector.
Consequently, investors may put a focus on general economic trends when assessing investment opportunities in the construction industry.
Dependence on raw material prices
The construction industry is characterized by a high cost to revenue ratio. Typically, materials account
for the vast majority of costs. Various types of materials are processed when working on a construction project. Materials mainly used are steel, cement, bitumen, bricks, plastics. Besides, heavy construction equipment typically consumes large amounts of oil derivatives. Consequently, profitability of construction companies is dependent on the prices of input materials. Depending on the competitive situation in the specific
subsectors, individual companies may not be able to hand through volatility in material prices to costumers
and thus operating margins may be volatile.
Fragmentation of industry
In most European countries, the construction industry is highly fragmented, with even the largest companies accounting for not more than a relatively small share of the overall market. This is mainly the result
of relatively low barriers to entry and the local geographic scope of large parts of the market. Besides,
intransparent regulation or overregulation in many European countries makes it difficult for foreign players
to enter the market. Nevertheless, there are a several European construction players that have managed to
establish a strong position in foreign countries, intensifying competition in the industry.
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BUSINESS
Overview
The PORR Group is a leading Austrian construction group. The range of services extends from the construction of buildings, engineering services to project development and road construction. In geographical
terms, the PORR Group is active in its Home Markets Austria, Germany, Switzerland, Poland and the Czech
Republic, in each of which it offers the full range of its construction products and services. In addition, the
PORR Group is active in certain CEE/SEE and Middle Eastern countries, in which it offers only project related
and niche products, in particular in the area of infrastructure (tunneling and rail tracks). Such other markets
comprise in particular Romania, Serbia and Slovakia in the CEE/SEE region, as well as Qatar and Saudi Arabia in the Middle East. The PORR Group mainly offers four product segments:

Building Construction: Building construction comprises the construction of commercial and industrial
buildings, office and administrative buildings, residential construction and hotel and leisure complexes. Both large and medium-sized projects, mainly for private customers, form the core of the
business activities.

Civil Engineering: In the field of civil engineering, the PORR Group is involved in the construction of
roads, including asphalt and concrete road construction, as well as all other construction work in the
context of road construction, such as earthwork, wastewater and pipe construction as well as small
and medium-sized civil engineering related concrete structures. The production of building materials, such as asphalt, concrete and gravel, for internal supply as well as for external sale also forms
a part of this product segment.

Infrastructure: In the field of infrastructure, the PORR Group is involved in the construction of complex traffic structures and power plants, major bridge projects, dams, rail tracks, environmental
technology, tunnels and specialized groundwork.

Services: The services business field comprises real estate project development. It includes all integrated services such as development, financing, operation, marketing and utilization. In addition to
infrastructure projects (traffic, energy), project developments of offices for commercial purposes,
hotels, schools and medical centers also form part of this business.
The PORR Group is organized into six operative business units. The Company as holding company offers
administrative services to all members of the Group via a shared services center. The business units form a
matrix structure in which both, regions and specialized branches, are represented. Building construction and
civil engineering are mostly handled by the regional business units, whereas the specialized units infrastructure and environmental engineering carry out their projects in cooperation with the responsible region.
Competitive Strengths
The PORR Group believes its most significant competitive strengths comprise the following:
Solid Positioning and Promising Business Opportunities in its Home Markets
Based on published financial information for 2012 of the construction companies active on the Austrian
market, management believes the PORR Group is the largest construction company on the Austrian market
in terms of Production Output. 62.8% of the PORR Group's Production Output was generated in Austria in
2013 (67.3% in 2012 and 62.7% in 2011). Furthermore, the PORR Group has sizeable activities in its other
Home Markets Germany, Poland, Switzerland and the Czech Republic. In Germany, the PORR Group enjoyed
significant increase of 140% of Production Output in the two year period ended December 31, 2013, driven
by its involvement in large infrastructure and residential construction projects.
The PORR Group offers the full set of its construction services in all its Home Markets. The PORR Group's
Home Markets also dominate order backlog and represent 77.6% of total order backlog as of December 31, 2013 (93.4% December 31, 2012 and 91.5% as of December 31, 2011). The PORR Group's management feels confident that it will continue to benefit from substantial opportunities in its Home Markets,
particularly in Austria and Germany. According to Euroconstruct (source: Eurocontruct Country report, November 2013), the construction industry in Austria, Germany, Switzerland, Poland and the Czech Republic is
expected to grow, driven primarily by improved macroeconomic conditions and upgrades to infrastructure.
Further stimuli are expected from the investment backlog in Austrian and German road and railway infrastructure, as well as from the recognized need for investment in the energy sector.
Technical Expertise and Reputation for Quality
The PORR Group believes its technical expertise in complex construction, in particular in the areas of
tunneling and rail track construction as well as in other areas, such as foundation engineering and building
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construction, provide it with a competitive advantage. As an example, the PORR Group developed with ÖBB,
the Austrian Federal Railways, the "ÖBB-PORR slab track" railway system, in which the PORR Group holds a
patent. The "ÖBB–PORR slab track" railway system consists of an elastically supported track base plate. This
proprietary technology enabled the PORR Group to acquire a range of large-scale railway related orders in
Austria, Germany and Poland with a volume of several hundred million euro in recent years, such as various
lots of the rail connection Stuttgart-Ulm, a lot of the rail connection Coburg-Ilmenau and rail connection s in
Poland. The PORR Group therefore believes it is perceived in the markets in which it operates as having a
strong technical expertise in railway construction, tunneling and foundation engineering and more generally
as a quality provider of construction services. Thanks to its proprietary technology and other related knowhow, the PORR Group is not reliant on licensing intellectual property rights from third parties to any material
degree.
Attractive Prospects Driven by Infrastructure Spending in Qatar and Saudi Arabia
The PORR Group has entered the market in Qatar, where the PORR Group (together with local partners)
was awarded with the enabling works in 2012 and the construction of the "Green Line" Metro in Doha in
2013, the PORR Group's largest individual order award to date. The governments of Qatar and Saudi Arabia
announced numerous large-scale infrastructure projects over the next decade. Those include, among others,
the construction of railway lines, subway lines, highways, water treatment and electric power plants. The
PORR Group expects that its activities in Qatar will provide a solid platform for further business in the region, including market entry in Saudi Arabia, with its specialist products tunneling, rail tracks and foundation
engineering.
In-house Resource Base in Austria
The PORR Group operates a substantial number of asphalt mixing plants and concrete mixing plants (including facilities of joint ventures and associates), in particular in Austria and to a lower extent also in the
Czech Republic. In addition, in Austria the PORR Group performs significant recycling activities of concrete,
clay bricks and other demolition waste and unprocessed gravel. Furthermore, the PORR Group has its own
raw material reserves of stone and gravel (including facilities of associates) in Austria. On such basis, the
PORR Group considers itself currently to be in a position to cover internally a substantial portion of its stone
and gravel demand as well as need for asphalt and concrete mixing plants in Austria and a high portion of
need for asphalt and concrete mixing plants in the Czech Republic, which makes the PORR Group less exposed to fluctuations in availability and prices of such materials.
Strong Management Team
The PORR Group benefits from an experienced senior management team with long-standing work experience in the construction industry, real estate development and financial management. In addition, the
PORR Group has strong local management teams in the countries in which it is active. These local teams
play an important role in the PORR Group’s decentralized organization, as they allow the PORR Group to
adapt to a variety of different local cultures. The PORR Group's dual leadership model, comprising a technical and a commercial director with joint responsibility for all units and construction projects, has been
rolled out at all levels throughout the organization to support effective control.
Business Strategy
The PORR Group's principal objective is to grow its business, while at the same time increase profitability. The PORR Group intends to achieve this by a two tier strategy:

in its Home Markets, capitalize on its leading market position in Austria, grow in Germany and selectively expand activities in Switzerland, Poland and the Czech Republic; and

outside its Home Markets, expand in the infrastructure sector in Qatar and enter the market in Saudi Arabia focusing on its core technical competencies in tunneling, railway tracks and specialized
civil engineering activities, which are attractive margin products in the construction industry.
In more detail, the PORR Group intends to achieve such targets by implementing the following
measures:
Focus on construction
The PORR Group is committed to its core competency – construction. While the PORR Group covers the
entire value chain from advanced project development to follow-up services such as facility management,
technical construction is and will be the heart of its construction and related service product portfolio.
Focus on Home Markets
The PORR Group generated 94.6% of its Production Output in its Home Markets in 2013 (93.2% in 2012
and 87.4% in 2011). In Europe, the PORR Group intends to maintain its focus on its Home Markets, which in
its view offer good macro-economic fundamentals, a healthy outlook for demand for construction services
and a sound financial environment.
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Capitalize on leading market position in Austria
The PORR Group intends to capitalize on its leading market position in Austria, which it believes will continue to offer a number of infrastructure, building construction and civil engineering projects. While the Austrian market is highly competitive, the PORR Group intends to benefit from its competitive strengths, including its substantial self-supply of raw materials.
Expand activities in other Home Markets
In addition to its currently largest market, Austria, the PORR Group offers the full set of construction
services in Germany, Poland, Switzerland and the Czech Republic, its other Home Markets. The PORR Group
intends to expand its activities in such countries, in particular Germany, by taking advantage of its competitive strengths and the retreat of competitors from the construction market. The strategy is to focus on projects where the PORR Group feels it has a clear competitive advantage. In Germany, the PORR Group has
established a strong presence in complex infrastructure and civil engineering projects and is, as an example,
a partner of Deutsche Bahn for large-scale infrastructure projects, as demonstrated by its involvement in
Stuttgart 21 and certain lots of the Stuttgart-Ulm railway connection.
Expand activities through selective add-on acquisitions
Furthermore, the PORR Group intends to continue to strengthen its regional coverage and/or to further
expand its products and services portfolio by means of selective and opportunistic add-on acquisitions of interesting small or medium sized companies, as it did in 2013 when it acquired Grund- Pfahl- und Sonderbau
GmbH, including Stump Spezialtiefbau GmbH, active in foundation engineering in Austria, Germany, Poland
and the Czech Republic, or PRAJO HOLDING Beteiligungs- & Verwaltungsgesellschaft mbH, an Austrian specialist in demolition and the recycling of construction materials. The PORR Group also intends to expand,
again on an opportunistic basis, its network of quarries, gravel pits and asphalt and concrete mixing plants
in its Home Markets to improve its independence from third-party suppliers and from volatility in the price of
raw materials, and to capture a greater portion of the construction value chain. The PORR Group does not
intend to increase its average investments in acquisitions over the average of the past three years.
Selective pursuit of projects in CEE/SEE
Outside its Home Markets, the PORR Group has scaled down its presence in other CEE/SEE markets and
intends to cover such markets based on a project-driven and niche product strategy going forward, rather
than offering its full set of construction services. In such context, the PORR Group intends to selectively pursue projects which it aims to identify on the basis of the expected margin, risk management aspects and secured financing of the customer, in particular projects co-financed by the European Union or other international and supranational organizations.
Expand market position in infrastructure in Qatar and enter the market in Saudi Arabia
Following the market entry in Qatar in 2012, where the PORR Group and its local partners have been
awarded with the enabling works and the construction of the "Green Line" Metro in Doha, Qatar, the PORR
Group pursues a strategy of building a presence in the region. The PORR Group concentrates its offering in
the region on its core technical competencies in tunneling, railway tracks and specialized civil engineering
activities. The PORR Group intends to pursue projects together with reputable local partners, thereby combining its know-how and technical expertise with the market knowledge, capabilities and workforce of its local partners. The focus in this region is on government-funded infrastructure projects, which the PORR
Group intends to pursue in Qatar and Saudi Arabia. The Group may in the future also evaluate to offer its
"export products" tunneling, railway tracks and specialized civil engineering activities also in other countries.
Strict cost, capital and risk discipline
To increase the level of its profitability, the PORR Group is committed to continually improving performance through a selective bidding policy for new projects, which emphasizes profitability over volume, an
active management of its cost base, comprehensive risk management from project calculation to execution
aiming at reducing the number and impact of failed construction sites, disciplined deployment of capital optimization, clear allocation of responsibilities in streamlined flexible structures, state-of-the-art management
information systems and transparent leadership implementation. Based on such improvements in risk management together with streamlined processes and improved cost efficiencies, the PORR Group targets to increase its profitability.
The PORR Group will continue its fitforfuture cost reduction and optimization program, which was introduced in 2012 with the objective to improve operating profitability over a period of three years. fitforfuture
spans all business units, regional organizations as well as headquarter. The scope of the program includes
reduction of operating expenditures, including staff expenditure as well as indirect and direct spend, optimization of capital expenditures, improvement of construction equipment utilization, optimization of the
Group's organizational structure, streamlining of processes and the introduction of comprehensive operational risk management. Similarly, the PORR Group centralizes purchases of raw materials, services and energy to benefit from economies of scale. The PORR Group targets to achieve cumulative efficiencies of
approx. €100 million as compared to 2012 until and including 2015 in terms of overhead costs, personnel
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costs, purchasing and the utilization of construction equipment. Such efficiencies, if achieved, will improve
the competitive position of the PORR Group.
fitforfuture also encompasses working capital management and the Group will continue its focus on improving its working capital and net working capital by reducing current assets (reduction of receivables and
their average outstanding term, streamlining of payment terms, stringent inventory management, optimizations in cash management) and increasing the portion of funding of current assets by non-interest bearing
liabilities, such as trade payables (and increasing their average outstanding term). Thereby, the Group aims
to improve liquidity and reduce its need for interest-bearing liabilities.
Disposal of non-core real estate
In order to manage its capital structure effectively and to reduce risks, the PORR Group has implemented a divestiture program for non-core real estate assets in 2012 which it intends to continue over the next
years. In 2013, the PORR Group divested investment property by means of disposals (including disposals
due to changes in the consolidated group) of €134.3 million (2012: €122.9 million), while it invested
€29.3 million (2012: €77.0 million) in new fully consolidated investment property. The strategy is to apply a
portfolio view: non-core real estate assets are to be sold on average at their carrying values over the term
of the divesture program to reduce total assets and required capitalization.
As of December 31, 2013, the value of the real estate portfolio of the PORR Group amounted to
€660 million out of which €364 million were attributable to non-core real estate (of which the vast majority
were located in Austria, with Germany the second most important country while other countries only made
up small parts of the portfolio). The value of core real estate held by the PORR Group amounted to
€296 million. The value of core real estate was likewise distributed mostly in Austria, followed in importance
by Germany, while other countries made up only small parts of the core real estate portfolio.
Asset-light real estate development model
The PORR Group will remain an active player in real estate development whereby it intends to focus on
the metropolitan areas of Germany and Austria, in particular the axis Hamburg, Berlin, Frankfurt, Munich
and Vienna. New projects in real estate development will follow the strategy to have fewer but generally
larger scale developments, as compared with prior periods. The intention is to team up with other players,
such financial or real estate investors, and hold where commercially reasonable, only a minority interest,
thereby reducing tied-up capital and diversifying risk.
History and Development of the Company's Business
The Company was founded in 1869 under the name "Allgemeine österreichische Baugesellschaft". The
first shares were issued on April 8, 1869 and on such date the shares were admitted to trading on the Vienna Stock Exchange.
In 1908, Allgemeine österreichische Baugesellschaft founded its subsidiary A. Porr BetonbauUnternehmung Gesellschaft m.b.H., which was using a new concrete construction method developed by engineer Arthur Porr. In 1912, Allgemeine österreichische Baugesellschaft acquired a majority interest in Union-Baumaterialien-Gesellschaft (today known as UBM Realitätenentwicklung Aktiengesellschaft), a company
focused on real estate, which had also been admitted to trading on the Vienna Stock Exchange. In 1927,
Allgemeine österreichische Baugesellschaft was merged with A. Porr Betonbau-Unternehmung Gesellschaft
m.b.H. In the course of this restructuring, the Company's name was changed to "Allgemeine
Baugesellschaft-A. Porr Aktiengesellschaft". In addition, the subsidiary "Allgemeine Straßenbau-AG" was
founded in 1927.
The expansion of business activities from 1984 onwards resulted in a step-by-step restructuring of the
Group's structure and important business activities were transferred to subsidiaries of the Company. In addition to the existing subsidiaries, the Company founded Porr International Aktiengesellschaft to facilitate
projects outside Austria in 1984. In 1989, the Company founded Porr Technobau Aktiengesellschaft (today
part of Porr Bau GmbH) specialized in underground engineering and special purpose construction as well as
Porr Umwelttechnik Aktiengesellschaft (today Porr Umwelttechnik GmbH) to cover the increasingly important area of environmental construction. In 1994, Porr Hochbau Aktiengesellschaft (today part of Porr
Bau GmbH) was founded. In 2000, the PORR Group acquired a majority of the voting rights in TEERAGASDAG, an Austrian road construction company.
Between 1999 and January 2002, the PORR Group implemented a new organizational structure. Since
then the Company is a holding company responsible for the strategic leadership, while the subsidiaries Porr
Technobau und Umwelt Aktiengesellschaft, Porr Projekt und Hochbau Aktiengesellschaft and TEERAG-ASDAG
took the lead for operative activities. In 2004, a 25% interest in UBM Realitätenentwicklung
Aktiengesellschaft was sold. As a consequence, UBM Realitätenentwicklung Aktiengesellschaft has been an
associated company accounted for "at equity" in the consolidated financial statements as the PORR Group's
aggregate interest fell below 50% (and no more fully consolidated). In 2005, Porr Solutions Immobilien- und
Infrastrukturprojekte GmbH (today Strauss & Partner Development GmbH) was established for the purposes
of project developments and is now specializing in development projects in relation to infrastructure and real
estate.
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In 2011, a material restructuring of the PORR Group was undertaken, following which the business activities of the Group have been divided into six business units – the current organization of the Group.
In the first half year of 2011, the Company acquired the operative business areas of STRAUSS & PARTNER IMMOBILIEN GmbH in the course of a share capital increase against contributions in kind. The Strauss
Group, which is in the sphere of influence of the Company's CEO, Karl-Heinz Strauss, acquired shares in the
Company representing approximately 6% of the voting rights in such context.
Also in 2011, the Company acquired an additional 47.19% interest in TEERAG-ASDAG and subsequently
performed a squeeze-out of the remaining 0.26% shareholders, which was finalized in 2012. As a result, the
Group has a 100% interest in TEERAG-ASDAG.
In 2012, the Ortner-Strauss-Syndicate acquired the shares of the formerly controlling shareholder B&C
Group and have since been the controlling shareholders of the Company. Also in 2012, Porr Solutions Immobilien- und Infrastrukturprojekte GmbH was renamed Strauss & Partner Development GmbH.
In 2013, the name of the Company was changed to "PORR AG", shortening the name "Allgemeine
Baugesellschaft-A. Porr Aktiengesellschaft" which it had been using since 1927.
Products and Services
Overview
The PORR Group is organized into six operative business units. The Company as holding company offers
administrative services, including IT, tax, accounting, legal and other services to all members of the Group
via a shared services center.
Business Unit 1 – DACH
December 31, 2013
(unaudited)
Production Output (in € thousand for the financial year ended) ...............................
1,979,870
Percentage of total Production Output of the
Group in the financial year ended ............
57.6%
Order bookings (in € thousand for the financial year ended) .....................................
2,112,986
Oder backlog(in € thousand as of) .................
1,624,949
Average staff (for the financial year ended)
6,903
_______________________
(Source: Unaudited internal information of the Company)
December 31, 2012
(unaudited)
December 31, 2011
(unaudited)
1,719,478
1,636,374
59.5%
56.3%
1,960,245
1,491,833
6,629
1,644,168
1,251,065
6,821
Business Unit 1 is responsible for the Group's Home Markets Austria, Germany and Switzerland. This
segment focuses in particular on residential construction, office construction, industrial construction and
road construction. This segment specializes in large-scale building construction projects with a special focus
on general contractor and design-build services. The segment also includes the activities of TERRAG-ASDAG.
Large-scale infrastructure projects in the region are developed in cooperation with Business Unit 4 – Infrastructure. Smaller scaled infrastructure projects are handled by this business unit on its own. The projects of
Business Unit 1 – DACH have much shorter project durations than the projects of Business Unit 4 – Infrastructure and mitigate total portfolio risk of the PORR Group's contract portfolio significantly.
Business Unit 1 has a complete coverage in every province of Austria and is also expanding its position
in Germany beyond the established presence in the metropolitan areas of Munich, Berlin, Düsseldorf and
Frankfurt. In Switzerland, the PORR Group is primarily involved in civil engineering and individual large-scale
building construction projects.
Business Unit 2 – CEE/SEE
December 31, 2013
(unaudited)
Production Output (in € thousand for the financial year ended) ...............................
402,575
Percentage of total Production Output of the
Group in the financial year ended ............
11.7%
Order bookings (in € thousand for the financial year ended) .....................................
361,404
Oder backlog(in € thousand as of) .................
338,172
Average staff (for the financial year ended)
1,529
_______________________
(Source: Unaudited internal information of the Company)
December 31, 2012
(unaudited)
December 31, 2011
(unaudited)
363,758
424,480
12.6%
14.6%
401,448
379,342
1,662
350,105
341,651
1,811
Business Unit 2 –CEE/SEE includes the Home Markets Poland and Czech Republic, where PORR Group
offers a complete range of construction services in building construction and civil engineering along with the
specialist division for large-scale projects in earthworks, hydraulic engineering and pipeline construction. It
also deals with all project-based activities in CEE/SEE countries, which currently mostly relate to Romania
and Serbia, particularly in the infrastructure sector – and is thereby pursuing a cautious step-by-step strategy. Large-scale infrastructure projects in the region are developed in cooperation with Business Unit 4 – In- 75-
frastructure, while smaller scaled projects with an infrastructure background with volumes up to €30 million
are handled by this business unit on its own. Also the projects of Business Unit 2 – CEE/SEE have much
shorter project durations than the projects of Business Unit 4 – Infrastructure.
Business Unit 3 – International
December 31, 2013
(unaudited)
Production Output (in € thousand for the financial year ended) ...............................
17,352
Percentage of total Production Output of the
Group in the financial year ended ............
0.5%
Order bookings (in € thousand for the finan356,068
cial year ended) .....................................
Order backlog(in € thousand as of) ................
353,246
Average staff (for the financial year ended)
75
_______________________
(Source: Unaudited internal information of the Company)
December 31, 2012
(unaudited)
December 31, 2011
(unaudited)
0
0
-
-
14,529
14,529
0
0
0
0
Business Unit 3 – International bundles all of the PORR Group's current activities in Qatar and will include any future business of the PORR Group in both Qatar and Saudi Arabia. On these markets, the PORR
Group presents itself as an expert, premium provider and infrastructure specialist with its export products
tunneling, railway construction and foundation engineering. The infrastructure projects are developed and
implemented in close cooperation with Business Unit 4 – Infrastructure.
Business Unit 4 – Infrastructure
December 31, 2013
(unaudited)
Production Output (in € thousand for the financial year ended) ...............................
617,550
Percentage of total Production Output of the
Group in the financial year ended ............
18.0%
Order bookings (in € thousand for the financial year ended) .....................................
1,429,603
Order backlog(in € thousand as of) ................
2,016,638
Average staff (for the financial year ended)
1,337
_______________________
(Source: Unaudited internal information of the Company)
December 31, 2012
(unaudited)
December 31, 2011
(unaudited)
462,226
515,145
16.0%
17.7%
642,278
1,204,585
1,285
898,970
1,024,533
1,125
Business Unit 4 – Infrastructure includes activities of the PORR Group in tunneling, rail construction and
foundation engineering, as well as large-scale projects in road and bridge construction, power plant construction and civil engineering. The PORR Group offers the entire range of traffic construction, from smaller
construction tasks through to complex large-scale projects and traffic infrastructure initiatives. In railway
construction, the PORR Group developed the "ÖBB-PORR slab track" railway system in cooperation with
ÖBB, the Austrian Federal Railways. This system has been key to material order acquisitions in the area of
railways construction, in particular in Germany, in recent years.
Smaller scaled infrastructure projects with volumes up to €30 million are handled by the regional business units (i.e., Business Unit 1 – DACH or Business Unit 2 – CEE/SEE), rather than business Unit 4 – Infrastructure, which concentrates on the large-scale and typically multi-year projects.
Business Unit 5 – Environmental Engineering
December 31, 2013
(unaudited)
Production Output (in € thousand for the financial year ended) ...............................
Percentage of total Production Output of the
Group in the financial year ended ............
Order bookings (in € thousand for the financial year ended) .....................................
Order backlog(in € thousand as of) ................
Average staff (for the financial year ended)
_______________________
(Source: Unaudited internal information of the Company)
98,601
December 31, 2012
(unaudited)
December 31, 2011
(unaudited)
77,765
70,394
2.9%
2.7%
2.4%
79,089
46,296
813
100,897
65,808
229
98,249
42,675
195
Business Unit 5 – Environmental Engineering is home to the PORR Group's expertise in environmental
clean-up, waste management and renewable energy. The activities of this business unit have a clear focus
on Austria, although an important step was taken in Germany in 2012 with the acquisition of TKDZ Wellen
(trier lime, dolomite and cement works). Porr Umwelttechnik GmbH develops, builds and operates landfills,
waste treatment and sorting facilities in Austria, Germany and Serbia.
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Business Unit 6 – Real Estate
December 31, 2013
(unaudited)
Production Output (in € thousand for the financial year ended) ...............................
323,144
Percentage of total Production Output of the
Group in the financial year ended ............
9.4%
Order bookings (in € thousand for the financial year ended) .....................................
317,219
Order backlog(in € thousand as of) ................
211,318
Average staff (for the financial year ended)
354
_______________________
(Source: Unaudited internal information of the Company)
December 31, 2012
(unaudited)
December 31, 2011
(unaudited)
267,730
259,241
9.3%
8.9%
380,736
217,243
300
229,388
104,239
262
Business Unit 6 – Real Estate encompasses a broad range in project development and property development. The focus is on the core competencies of the office, commercial, tourism and hotel sectors as well
as concession models from hospitals through to large-scale infrastructure projects. The main markets of this
business unit are Austria and Germany.
Business Unit 6 – Real Estate was restructured in 2012 and is now composed of Strauss & Partner Development GmbH, PORREAL Immobilien Management GmbH, Alba BauProjektManagement GmbH, the PORR
Group's property and investment property and the associated company UBM Realitätenentwicklung
Aktiengesellschaft. Strauss & Partner Development GmbH is the PORR Group's project development specialist with core competencies in developing projects in building construction as well as infrastructure,
healthcare and tourism. PORREAL Immobilien Management GmbH is a complete service provider for property management services. It is a full service provider for property, facility and asset management, as well as
real estate consulting, and focuses on the property management business across the property's entire life
cycle. Alba BauProjektManagement GmbH is a construction project manager in Germany in the areas of project management and real estate services. UBM Realitätenentwicklung Aktiengesellschaft, an associated
company of the PORR Group, develops, lets and sells real estate throughout Europe.
New Products and Services
There are no material new products or services offered by the PORR Group.
Customers
The PORR Group provides its services to public as well as private customers. The percentage share of
public and private customers varies materially between the business units and also from period to period. As
a general statement, customers for building construction and real estate development typically originate
from the private sector, while for other construction activities the majority of contracts originate from public
authorities or state-owned companies, such as ASFINAG or ÖBB in Austria. According to management estimates, the PORR Group achieved approximately 50% of consolidated revenue and Production Output with
public sector customers in the financial year 2013. The most important private customers in road construction are airport operators, railway companies and industrial customers.
In the area of real estate project development, a number of projects originate from the Group's own initiative. Customers are real property investors and lessees. Investors are institutions that regularly invest in
property as a capital investment, including funds and real estate investment companies, insurance companies, pension funds and, in rare cases, private trusts.
In selecting new projects, the PORR Group will consider the expected margin, customer and its credit
worthiness, technological requirements, terms of the contract and whether work will be performed on a sole
contractor basis, in cooperation with subcontractors, or as part of a joint venture or a consortium. The
Group has materially improved its risk management process for selecting new projects (see below "– Risk
Management and Compliance").
The public sector typically awards contracts in tender procedures. In some instances, participation in the
bidding process is only permitted following a prequalification phase, where the bidder's eligibility to carry out
the project is examined on the basis of certain parameters such as financial capability, experience and expertise, personnel and equipment. The structure, terms and requirements of a tender process is often set by
applicable domestic and, within the EU, by European public procurement laws and regulations. Bidders tendering for a contract in the public sector are subject to longer and more complex tendering procedures than
in the private sector and face the risk that competitors will challenge the invitation to tender or the award.
Client relationships are of minor relevance due to statutory procurement law requiring predefined and objective award criteria.
In the public sector, procurement laws typically require that contracts are awarded to those who submit
the best bid, meaning the most economical but not necessarily the cheapest offer. In practice, however, the
principal criterion for the award of a contract often turns out to be the lowest price. Qualitative criteria such
as references, capacity and financial strength are also applied, in particular during the prequalification phase
in which the bidder’s eligibility to carry out the project is examined.
- 77-
In the private sector, contracts are typically awarded by means of restricted invitations to tender and
subsequent contract negotiations. Brand recognition and existing client relationships are important. Particularly in building construction, there are ongoing business relationships with individual key customers which
have developed over years. The opportunity to acquire follow-on projects exists when, for example, shopping centers are built in several locations based on the same planning concept. The PORR Group's customers
in this area include renowned retailers, automotive and other industrial/petrochemical companies as well as
utilities.
Based on the requirements and feasibility of particular projects, the PORR Group considers to apply for
projects either individually or as part of a joint venture or consortium.
The below table sets forth a breakdown of the regions in which the PORR Group achieved its Production
Output based on the location of the relevant construction site in the periods indicated.
Austria ..................................................................
Germany ...............................................................
Poland ...................................................................
Czech Republic .......................................................
Hungary ................................................................
Romania ................................................................
Switzerland ............................................................
Serbia ...................................................................
Albania ..................................................................
Slovakia ................................................................
Netherlands ...........................................................
Croatia ..................................................................
Other ....................................................................
Total outside Austria ............................................
Total ....................................................................
_______________________
(Source: Consolidated Financial Statements)
December 31, 2013
(audited)
€ thousand
2,158,044
608,508
302,984
125,707
7,314
14,454
59,366
53,557
3,223
20,279
5,725
8,854
71,077
1,281,048
3,439,092
Financial year ended
December 31, 2012
(audited)
€ thousand
1,946,239
330,051
234,336
129,861
15,018
33,254
55,222
63,514
16,369
30,804
7,896
4,345
24,048
944,718
2,890,957
December 31, 2011
(audited)
€ thousand
1,822,230
253,495
236,291
141,444
39,809
108,539
85,144
89,144
30,404
20,430
40,085
4,785
33,834
1,083,404
2,905,634
fitforfuture
The Company initiated "fitforfuture", a cost reduction and optimization program in April 2012 with the
objective to improve operating profitability and increase performance. It is the largest and most comprehensive cost reduction program in the PORR Group's history. The program was set up with an initial three year
implementation timeline.
fitforfuture spans all business units, regional organizations as well as headquarter and central shared
services. The scope of the program includes:
•
•
•
•
•
•
reduction of operating expenditures, including staff expenditure as well as indirect and direct spend;
optimization of capital expenditures;
improvement of construction equipment utilization;
optimization of organizational structure;
streamlining of processes; and
introduction of comprehensive operational risk management.
Phase I of the program started in April 2012 with the evaluation of improvement potential in indirect
spend, overhead and construction equipment utilization. Phase II commenced in April 2013 and focused on
improving construction site management, introduction of an integrated operational risk management system, improving procurement terms and establishing a central procurement organization. Phase III started in
January 2014 and includes mainly additional process optimization initiatives and the implementation of an
integrated performance management system.
The PORR Group targets to achieve cumulative efficiencies of approx. €100 million as compared to 2012
until and including 2015 in terms of overhead costs, personnel costs, purchasing and the utilization of construction equipment. Such efficiencies, if achieved, will improve the competitive position of the PORR Group.
The Company believes savings of approx. €17 million achieved in the financial year 2013 in terms of overhead costs, staff expense and utilization of construction equipment are attributable to fitforfuture. Efficiencies in purchasing are expected to contribute starting 2014 and to be responsible for a material portion of
realized efficiencies in 2015.
A dedicated project organization was established to evaluate improvement potential and steer implementation. The organization is led by a fully dedicated project manager reporting directly to the Managing
Board. Such project manager is supported by work stream leads who are either fully or partially dedicated to
fitforfuture. It is envisaged to integrate the separate project organization into the line organization step by
step in the medium term.
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Suppliers
Raw Materials
Risks connected with raw materials and commodities supply concern quality, delivery times and expenses, and can lead to supply difficulties in times of increased demand. Partner management in the form of cooperation agreements with the supply industry and trade takes a long-term approach and contributes to
minimizing supply risks in subcontractor purchasing. Ongoing analysis of the markets for the required raw
materials is carried out centrally and the findings are passed on to the operational units within the procurement organization. The Group hedges the price risk of key materials purchases through long-term price fixing in the form of framework agreements, owing to the lack of functioning derivative markets for many of
these materials. The most important raw materials and commodities used by the Group are cement, bitumen, stone, steel, and energy (diesel and gas).
Cement and bitumen, the raw materials for concrete and asphalt, are bought mainly from third party
suppliers. The Group aims to keep the impact of price fluctuations to a minimum by entering into long-term
supply contracts. Through its centralized bitumen sourcing the Group generates high trade volumes and has
developed long term relationships with various bitumen producers, which helps the Group to secure sufficient supply and provides cost advantages.
Ready-mix concrete and asphalt mixtures can be transported only over limited distances before they solidify and get too hard to work with. Stones and gravel may be transported over longer distances but this is
done only where such transport is possible at reasonable cost considering also aspects of the reasonable use
of resources and protection of the environment. The existence of local supply sources for these materials is,
therefore, essential for competitive pricing. Over the years, the Group has established a network of concrete
and asphalt mixing plants, gravel pits and quarries in Austria. The Group operates a substantial number of
asphalt mixing plants and concrete mixing plants (including facilities from joint ventures and associates), in
particular in Austria and the Czech Republic. In addition, the Group performs significant recycling activities.
The Group also has certain proprietary access to raw material reserves of stone and gravel (including facilities from associates). On such basis, the Group is currently in a position to cover a substantial portion of its
asphalt, stone and gravel supply in Austria and a high portion in the Czech Republic internally.
The PORR Group believes that its vertical integration helps to secure the supply of raw materials, acts as
a hedge against raw material price fluctuations and improves the Group's ability to capture a greater portion
of the construction value chain. Excess raw materials are sold to third parties for profit. In countries where
the Group cannot cover its own supply with its own production, it is dependent on local suppliers.
Energy, diesel and construction steel are purchased exclusively from third party suppliers. The Group
maintains reasonable reserves of construction steel at its disposal and seeks to purchase its requirements
based on long term framework contracts with fixed prices. Framework contracts are also concluded for individual large-scale projects to assure costs remain within the limits of the assumptions of the respective project calculation.
The Group is not dependent on any single supplier or group of affiliated suppliers in respect of raw materials. Materials obtained from third party suppliers are usually bought by central purchase units (assisted
by project coordinators and experts from the business units for particular materials), except for diesel,
which is bought locally.
Subcontractors
The PORR Group is in a position to perform all key construction works on its own and its objective is to
perform work on its own to the extent reasonably possible. Cooperation among the various units and members of the Group aims to minimize the need to appoint third party subcontractors. Subcontractors are appointed where a service cannot be performed by the PORR Group (at all or in the required quality/time) or
the third party can carry out construction works materially more efficiently than the Group. The extent to
which subcontractors are employed varies by region and prevailing market conditions. In general, the PORR
Group's use of subcontractors is lower in Austria and in civil engineering than outside of Austria and other
areas of construction.
The Group's central procurement maintains a database of subcontractors and service providers, which
assists in selecting outside subcontractors and service providers suitable for a particular project/work. Subcontractors and service providers are added to such database in a defined process, which involves key players of the relevant technical/commercial area, the relevant region as well as the relevant business unit. The
project leader evaluates subcontractors and outside service providers after completion of a project.
Competitors
In its Home Markets, the PORR Group primarily competes with several internationally active construction
companies as well as a number of medium-sized firms with strong regional presence or product specialization.
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In Austria, Strabag, Swietelsky Bau and Habau Hoch- und Tiefbau are the PORR Group's main competitors. In its Home Markets outside Austria, the PORR Group's competitors include Strabag, Hochtief, Bilfinger
Berger, Skanska and Vinci.
Risk Management and Compliance
Starting 2012, the PORR Group has introduced an opportunity and risk management and monitoring
system, which aims at identifying project risks in a timely manner and provides for certain approval procedures depending on the value of the Group's construction and development projects.
All of the construction and development projects of the Group with a value exceeding €2.0 million are
subject to a risk management process comprising project selection, assessment of the projects on a
worst/base/best case scenario basis, analysis of the projects' earnings on a Group level, approval by the
competent management levels and ongoing monitoring of the projects. These procedures include quantitative analyses of risks involved with a project and proper documentation of the results of such analyses as
well as the measures to be taken in case any of the identified risks materialize.
Management has introduced minimum profitability targets on an individual project level as well as detailed directives for offer calculation, and has established a consistent Group-wide risk pricing methodology.
Defined thresholds have been implemented for approving projects on the levels of local/unit management,
second management or the Managing Board. The approval of the Managing Board is required for any project
in excess of €50 million and in respect of projects in excess of €10 million, which involve unusual financial
and/or commercial terms.
Execution risk management is implemented via regular management level risk review committees, a
dedicated risk manager in each business unit and quarterly "stress testing" and reviews of projects on the
Group level. In addition, risk management includes joint responsibility of a commercial and a technical manager for each unit and project.
Internal auditors have comprehensive audit powers, including both preventative and exploratory controls, at their disposal to enable them to exercise their duties. The audit activities of the internal auditors are
carried out based on an annual audit plan approved by the Managing Board. In addition, ad-hoc audits can
be initiated at any time. The Managing Board has expanded the mandate of internal audit to cover not only
the economic viability of the Group's construction and development projects, but also its compliance with
applicable laws. To that end, the PORR Group has implemented a code of ethics that sets forth values and
guidelines designed to minimize strategic and operative risks in handling the Group's projects, to provide
guidance to its employees for dealings with business partners, to raise awareness about compliance issues
among its employees and to deter employees from engaging in unlawful or otherwise inappropriate practices. The code of ethics contains basic business and conduct principles applicable to all of the Group's employees, stresses the importance of observing applicable laws, including competition, anti-bribery and corruption
laws, as well as health and safety regulations and standards, emphasizes the necessity of maintaining a
non-discriminatory working environment and the PORR Group's social responsibility, and highlights the need
for continuous training and development of employees. All employees of the Group are obliged to abide by
the code irrespective of the form of employment and position within the PORR Group as well as the region in
which work is performed.
Research & Development
The PORR Group has traditionally attached great importance to research and development – particularly
with regard to sustainability, environmental engineering, construction materials and construction processes.
PORR Group has taken on a central role in the Austrian Construction Technology Platform, an organization
whose aim is to establish a network between the construction industry and construction research. PORR
Group is committed to close, long-term cooperation with universities and other research institutes in order
to realize its research activities. The Group has also launched a project to incentivize individual staff members to contribute to innovation.
One of the projects pursued by the Group aims to use tunnel construction projects as a source of raw
materials. On the one hand, excavated material shall be used for the project itself to produce various construction materials. On the other hand, it aims to recycle the waste in the construction industry and other
resource-intensive industry sectors. Another project, pursued by Porr Umwelttechnik GmbH, aims at extracting heat from discontinued mining sites and using it to heat neighboring municipalities. Other projects the
PORR Group is involved in aim to achieve economic optimization of construction methods by reducing the
amount of material used, having a positive commercial as well as environmental impact. This relates in particular to road construction, where lane surface constructions, which are thinner but higher quality, are developed, as well as building watertight concrete structures and railway construction with reduced quantities
of steel. PORR Group is also committed to forms of technology that make buildings and their utilization safer. Following on from various projects to increase tunnel safety, a research project was launched in 2012
with the goal of designing road surfaces to absorb energy, thereby reducing the impact from vehicles.
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Intellectual Property
The PORR Group is not reliant on licensing intellectual property rights from third parties to any significant degree. The Group's most important proprietary patents include the "ÖBB-PORR slab track" railway
system, which consists of an elastically supported track base plate and was jointly developed by the Austrian Federal Railways (ÖBB) and PORR Group. Such patent is a main reason for many substantial railway construction orders the PORR Group has been able to obtain, including in Germany.
A planning, calculation and development tool based on building information modeling has been developed in the internal design & engineering planning office. It is expected to facilitate integrated design, calculation and operations for PORR Group. This will avoid interfaces in the named areas and allow processes to
be carried out more efficiently.
The Group's most important registered trademarks or logos are the following: "PORR" and "TEERAGASDAG". The Group's principal internet website domains are www.porr.at and www.porr-group.com.
Material Contracts
The PORR Group has not been party to material contracts outside of the ordinary course of its business
in the past two financial years. Material financing arrangements of the PORR Group are summarized in "Operating and Financial Review-Liabilities-Financial Liabilities".
No member of the PORR Group is party to a contract outside the ordinary course of its business, which
includes provisions according to which the PORR Group would be entitled to rights and obligations, which
would be material to the PORR Group.
Staff / Employees
The following table provides a breakdown of the Group's employees by main geographical region (averages of headcount) for the financial years ended December 31, 2011, 2012 and 2013:
December 31, 2013
December 31, 2012(1)
December 31, 2011(1)
Austria ......................................................
thereof waged workers ............................
thereof salaried employees ......................
8,118
5,501
2,617
7,888
5,353
2,535
7,738
5,226
2,512
Germany ...................................................
Switzerland ................................................
Poland .......................................................
Czech Republic ...........................................
Hungary ....................................................
Slovakia ....................................................
Croatia ......................................................
Other ........................................................
913
172
444
759
84
30
30
1,044
748
212
344
767
187
32
27
491
652
235
316
765
289
38
48
537
Total outside Austria .................................
thereof waged workers ............................
thereof salaried employees ......................
3,476
1,502
1,974
2,808
1,230
1,578
2,880
1,314
1,566
Total .........................................................
thereof total waged workers .....................
thereof total salaried employees ...............
11,594
7,003
4,591
10,696
6,583
4,113
10,618
6,540
4,078
_______________________
(Source: Unaudited internal information of the Group)
(1)
Starting with the financial year 2012, the average staff levels reported relate to fully consolidated companies only and do
no longer include staff of associates and companies of minor significance proportionally. The comparative figures for the financial year 2011 were adjusted accordingly.
In the financial year 2012, the PORR Group employed an annual average of 10,696 employees, an increase of 78 persons (thereof 43 waged workers and 35 salaried employees) or 0.7% as compared to the
annual average of 10,618 employees in the financial year 2011. The number of waged workers increased
owing to the preparation of work for large-scale projects already awarded. The increase in salaried employees was due to the one-off impact from the first time consolidation of staff of TKDZ, Germany, which was
acquired by Porr Umwelttechnik GmbH, and Alba BauProjektManagement GmbH, Munich, Germany, by
Strauss & Partner Development GmbH. In contrast to the pro-cyclical growth in staff numbers in the operational activities, which reflects the significant increase in the order backlog of the PORR Group, the number
of employees in the Shared Services Center decreased due to process optimizations in the course of the
fitforfuture program.
In the financial year 2013, the PORR Group employed an annual average of 11,594 employees, an increase of 898 persons or 8.4% as compared to 2012. The total number of waged workers increased by 420,
the number of salaried employees by 478. The number of waged workers increased due to the increase in
Production Output of the Group, whereby the increase in the number of staff of 8.4% was well below the increase in Production Output of 19.0% and revenue of 16.4%. This was due to a higher level of utilization of
subcontractors in 2013, amongst others because of a higher number of large-scale projects which involved a
higher level of subcontracting. The acquisitions made in 2013, namely of Grund-, Pfahl- und Sonderbau
- 81-
GmbH, Germany, (and subsidiaries) and PRAJO Holding Beteiligungs- & VerwaltungsgmbH, Austria, (and
subsidiaries) contributed to the increase of average staff. In respect of salaried employees, the increase was
in part also due to additional hires to strengthen the Group's risk management organization.
Labor relations
The PORR Group believes that its relations with its employees and labor unions are good. The Group has
not been subject to any material work stoppages in Austria or elsewhere in the past three years nor has it
experienced any other significant labor disputes during that period. Most of the members of the Group have
work councils or union representatives. Collective bargaining agreements concluded at an industry (e.g., in
Austria) or a company level (e.g., in Germany) apply to most of the Group's employees.
The most relevant collective bargaining agreements are those applying to employees in Austria, namely
the collective bargaining agreement for the construction industry (applying to waged workers) and the collective bargaining agreement for salaried employees in the construction industry. Such collective bargaining
agreements set forth regulations of the wages/salaries, working hours, possible allocations of the working
time over periods, overtime, work on Sundays and public holidays and shift work as well as relevant surcharges, etc. Collective bargaining agreements typically apply for several years whereby wages/salaries are
typically negotiated annually (occasionally there have also been settlements for wages/salaries applying for
longer periods). Mandatory minimum entitlements of employees are also set forth by regulations included in
various laws, including the General Civil Code, the Employee Act, Trade Act, Holiday Act, and the Construction Workers' Leave and Severance Pay Act, in Austria.
Especially in the area of road construction workers are laid off in winter times when it is not possible to
perform work due to adverse wheatear conditions. Typically, the Group agrees which such workers to reemployee them in spring. Such lawful and industry wide practice does not result in claims against the Group
and does not infringe on entitlements of affected workers as their claims to holiday and severance pay is
covered by state plans established under the Construction Workers' Leave and Severance Pay Act (see below at "-Pensions, severance and anniversary entitlements").
Non-European Union residents are employed when all applicable approvals are available. The Group has
established defined processes to ensure compliance with the applicable detailed legal framework. Leased
personnel is employed only to cover short term shortages. Such personnel is leased from service providers
that meet defined criteria and have been previously approved by the Group's procurement.
The Group is subject to comprehensive regulation under Austrian and EU law, as well as regulation in all
local jurisdictions where it operates, regarding health and safety as well as mandatory employment terms,
including minimum wages, of its employees. The Group believes that it is substantially in compliance with all
applicable health and safety and employment laws and regulations, as they are currently interpreted. In addition, to the best of its knowledge, there are no current or potential material claims against the Group relating to health and safety and employment laws and regulations.
Pensions, severance and anniversary entitlements
In Austria, in case of termination or retirement of an employee there is a statutory obligation to make
lump-sum severance payments to all terminated or retired employees who joined the Group (or its predecessor) prior to January 1, 2003. The amount of severance pay depends on the amount of the pay at the
time of termination and the length of employment with the Group. In addition, contributions are payable by
the employer to the holiday pay and severance pay fund in respect of employees whose employment is covered by the Austrian Construction Workers' Leave and Severance Pay Act. Currently, approximately 37% of
the wage of relevant employees is payable to the holiday pay fund and 4.6% of the wage of relevant employees is payable to the severance pay fund. This contribution covers employee severance pay claims and
other benefits, in particular the holiday pay and holiday allowance payable by the holiday pay and severance
pay fund to the relevant employees. This state plan covers all the companies in the construction sector.
Austrian and German legal regulations require the Group to make special payments to employees in
Austria/Germany who reach a certain number of service years.
Pension commitments are as a rule defined individual benefit commitments to senior staff, whereby the
level of benefits depends on the number of years of service and the salary earned. Defined benefit obligations are in part covered by insurance policies and to a material extent they are covered by provisions (see
"Operating and Financial Review-Liabilities-Contingent Liabilities"). More recent pension benefits to employees are defined contribution schemes whereby defined payments are made to an external pension fund. Following such defined contributions, the relevant employee has entitlements only against the external pension
fund but not the Group. Based on a shop agreement applying in Austria, the PORR Group makes defined
contributions to an external pension fund for all employees in Austria with a term of employment of more
than five years.
Bonuses
The PORR Group has in place bonus programs and directives. Basically, a bonus is determined according
to the applicable employee's performance as well as the overall performance of the Group. The bonus pro- 82-
gram is designed to demonstrate and highlight the inter-dependencies and common goals of the several divisions and units of the PORR Group.
On the management level, bonuses are determined on the basis of the Group's EBT (earnings before
tax) and the achievement of certain goals set for the applicable participants of the bonus program on an individual basis. The bonuses for the Group's lower management take into account the Group's earnings and
the divisional results. Other employees receive their bonuses in the form of a lump sum amount that is determined by the Managing Board and allocated to the several divisions for further distribution to eligible participants at the discretion of divisional management. On the divisional level, payment of bonuses is subject
to the employee's achievement of certain performance criteria determined by the competent divisional managers on an individual basis.
In addition, employees may be granted special bonuses for outstanding performances in implementing
the Group's construction and development projects. The granting of special bonuses is subject to the approval by the Managing Board.
Human relations management
The PORR Group puts considerable efforts in staff development. All staff members (not only managers)
have access to numerous education and development opportunities within the "Porr Academy". In addition
to specialized vocational training with a technical or commercial focus, there are also numerous courses and
seminars available to develop soft skills. For managers, there is an institutionalized professionalization of
leadership training focusing on twelve defined "areas of expertise for PORR managers".
In addition to the targeted training and employment of technicians and commercial executives, PORR
Group is also taking an effort to cooperate with schools, colleges and universities. The goal is to position the
PORR Group as the "best place to work". In addition to contact with future graduates, the PORR Group also
participates in numerous career orientation shows and information events, where the PORR Group introduces itself with its own stands and information packs tailored to the relevant target groups. There is a particular focus on integrating young people with migrant backgrounds.
The vast majority of applications are received via PORR's online job portal. The human resources marketing team is working intensively with internet-based job sites and recruitment platforms in order to present the PORR Group in a contemporary manner. PORR Group also has a strong presence through job advertisements and on career websites.
Regulatory and Environmental Matters
Regulatory Matters
The Group is subject to comprehensive regulatory provisions under Austrian and EU law, as well as in all
local jurisdictions where it operates, including zoning laws, procurement laws, health and safety laws, antimoney laundering laws, anti-corruption laws and competition laws. The Group believes that it is substantially in compliance with all of these laws and regulations, as they are currently interpreted. To the best of the
Company's knowledge, there are no current or potential material claims against the Group in the area of
regulatory compliance.
Procurement Law
Substantive matters of Austrian procurement law are governed by the Federal Public Procurement Act
(Bundesvergabegesetz). Remedies available to bidders are regulated by the Federal Public Procurement Act
as well as statutes of the Austrian provinces. Because Austrian procurement law is based on EU law, the
principles of Austrian procurement law are similar to those in other EU member states. However, for tender
procedures below the relevant EU thresholds, Austrian procurement law deviates from EU public procurement law.
Under applicable EU directives, public buyers have to define the relevant award criteria for an application or bid in the EU contract notice. Such criteria can be divided into criteria that refer to the price or quality of a bid and those that refer to the pre-qualification of a company to fulfill a contract competently and reliably. Tenders must generally be open to the public except for complex building projects, which may follow
other procedures in accordance with the Federal Public Procurement Act.
In all procedures, the capacity of applicants is required to be evaluated using certain documentation.
Participants may be eliminated from the tender process if they fail to provide sufficient evidence proving
their capacity and capability (e.g., technical and economic capacity). Participants may also be excluded from
the tender process if their professional reliability is questioned due to grave professional misconduct or criminal convictions. However, according to section 73 of the Federal Public Procurement Act, an unreliable bidder has an opportunity to participate in the tender by proving that all technical, organizational or personal
measures needed to prevent such criminal offences have been taken. The greater the number or severity of
the offences, the more comprehensive self-cleansing measures must be taken by the bidder and the stricter
the judgment of whether professional reliability had been regained. If a bidder fails to provide the required
evidence, other bidders may appeal the company's bid, if it is successful.
- 83-
Environmental Matters
The Group is subject to the environmental laws and regulations of the EU as well as of those of the
countries and local jurisdictions in which it operates. The Group employs systems to ensure compliance with
applicable environmental laws and regulations. The Group regards its responsibility to operate its business in
an environmentally friendly way as one of its core values. The Group is committed to using energy and natural resources economically and reducing noxious emissions and waste. Preventive measures for environmental protection are part of the Group's tendering, contracting and planning.
For example, the Group uses tunnel construction projects as a source of raw materials. In addition, a
project managed by Porr Umwelttechnik GmbH extracts heat from discontinued mining sites and uses it to
heat neighboring municipalities. See "-Research & Development" for more detail.
Insurance
The group maintains insurance in such amounts, coverage and deductibles as management believes is
reasonable and prudent. The Group is insured against claims resulting from general liability, including product liability, environmental liability and property damage. The Group also maintains directors and officers
(D&O) insurance.
Legal Proceedings
In the course of its normal business activities, the PORR Group is frequently involved in legal disputes as
claimant as well as opponent. In the construction industry, such legal disputes often relate to claims for
payment or to warranties and damages due to allegedly inadequate or faulty performance of work or incomplete construction. Concerning joint ventures and consortia in which members of the Group participate, the
Group may be involved in disputes with respect to obligations of one or more of the joint venture or consortia partners. The result of such proceedings depends on legal questions, evidence taken and technical opinions by authorized experts. The Group is currently involved in a number of legal disputes which are common
in the ordinary course of the construction industry, and are partly covered by insurance.
The Company filed claims against Nemszeti Infrastruktúra Fejlesztö Zrt. ("NIF"), a Hungarian motorway
company, for work involving various road construction projects. Arbitration proceedings are pending for
some of these claims as well. With respect to the remaining claims, settlement negotiations are currently
being conducted. The proceedings have a volume in excess of €35 million. In 2011, all claims of the Group
against NIF were assessed and provisions were made.
At the beginning of 2012, the Company filed an arbitration claim against Compania Nationala de Cai
Ferate CFR S.A. ("CFR"), the Romanian railway company, for additional compensation for longer construction periods and additional and/or altered requirements. The CFR filed counter-claims, for delayed completion of the construction and the alleged resulting extended blockage of lines of railroad. The proceedings
have volume in excess of €42 million. Provisions were made.
A Hungarian member of the PORR Group has been subject to antitrust investigations by Hungarian authorities against a number of Hungarian suppliers of concrete since 2011. The relevant member of the PORR
Group has only a small market share in Hungary and in the past antitrust penalties in Hungary had been
based on the Hungarian turnovers of the relevant parties (although relevant Hungarian legislation allows for
penalties of up to 10% of the Group's turnover). The PORR Group intends to take legal remedies in case it is
charged with a penalty payment.
There are no other governmental, legal or arbitration proceedings (including such proceedings which are
pending or threatened of which the Company is aware) which may have, or have had in the recent past significant effects on the Company's and/or the Group's financial position or profitability.
- 84-
MANAGEMENT
General
In accordance with mandatory Austrian law, the Company has a two-tiered board structure comprising
of the Managing Board (Vorstand) and the Supervisory Board (Aufsichtsrat). The Managing Board is responsible for the management of the business and represents the Company in dealings with third parties. The
Supervisory Board is responsible for appointing and removing the members of the Managing Board and for
supervising the business conducted by the Managing Board. Although the Supervisory Board does not actively manage the Company, the Austrian Stock Corporation Act, the Articles of Association and the Managing Board's internal rules of procedure require that the consent of the Supervisory Board be given before the
Managing Board takes certain actions. For a more detailed discussion of procedures, duties and liabilities of
the Managing Board and the Supervisory Board, and of relevant provisions of the Articles of Association and
the Austrian Stock Corporation Act, see "Description of Share Capital and Articles of Association of
PORR AG—Managing Board and Supervisory Board".
The members of the Managing Board and the Supervisory Board can be reached at the registered office
of the Company at Absberggasse 47, 1100 Vienna, Austria.
Managing Board
Pursuant to the Articles of Association, the Managing Board consists of two to six members appointed by
the Supervisory Board for a term of up to five years. Currently, the Managing Board consists of three members.
Name
Karl-Heinz Strauss
Christian B. Maier
Jacobus Johannes Wenkenbach
Function
Chairman and Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Age
53
48
57
Year First
Appointed
2010
2012
2012
Current Term
Expires
December 31, 2019
January 31, 2020
January 31, 2020
_______________________
(Source: Unaudited internal information of the Company)
Karl-Heinz Strauss was born in Klagenfurt, Austria, in 1960. He obtained a degree in technical engineering and completed international study programs in Harvard, United States, St. Gallen, Switzerland, and Fontainebleau, France. He holds a Master of Business Administration degree from IMADEC. Between 1980 and
1984, he was an independent civil engineering contractor. In 1987, he joined Raiffeisen Zentralbank
Österreich Aktiengesellschaft (RZB), Vienna, in the commercial clients department. He was a member of the
managing and supervisory boards of several RZB real estate companies and head of Concorde
Projektentwicklungsgesellschaft m.b.H., which he played a material role in founding and developing. In
1994, he became a member of the managing board of Raiffeisen Wohnbaubank AG. In 2000, he took over
the management of STRAUSS & PARTNER IMMOBILIEN GMBH. Since September 13, 2010, Karl-Heinz
Strauss is the chairman of the Managing Board and CEO of the Company. According to the Managing Board's
rules of procedure, Karl-Heinz Strauss is the Managing Board member responsible for the segments Business Unit 1 – DACH, Business Unit 5 – Environmental Engineering and Business Unit 6 – Real Estate, as well
as internal auditing, communication, legal affairs, human resources and quality management.
Christian B. Maier was born in Judenburg, Austria, in 1966. He obtained a degree in technical engineering, a master degree in business administration from the University of Business Administration and Economics Vienna and a master degree in geology from the University of Vienna. In 1994, he started his professional career at Creditanstalt Bankverein, Vienna, as a trainee and then worked in the department for group development and strategy. Following the take-over of Creditanstalt by Bank Austria, he was a member of the
team responsible for the integration of Creditanstalt into Bank Austria in 1997/1998. From 1998 through
2003, Christian B. Maier was a member of the managing board and CFO of Unternehmens Invest AG, a
stock exchange listed Austrian private equity company. From 2003 to 2011, he was a member of the managing board and CFO of Constantia Industries AG. Since February 1, 2012, Christian B. Maier has been a
member of the Managing Board and CFO of the Company. According to the Managing Board's rules of procedure, Christian B. Maier is the Managing Board member responsible for financial management of the Group's
operations, the Group's financial reporting and corporate governance controls, accounting, controlling/ICS,
financial management/treasury/insurance, tax and IT.
Jacobus Johannes Wenkenbach was born in The Hague, The Netherlands, in 1957. He is a graduate of
Delft University of Technology, The Netherlands. Mr. Wenkenbach's experience includes working at Ballast
Nedam Groep, a Dutch construction company, as well as several other construction companies such as
Strukton Groep NV and Wayss & Freytag Ingenieurbau AG, a subsidiary of the Royal BAM Group. Before
joining the Company, he held several management board functions and has many years of experience in
civil engineering, planning and implementation of projects, and project management, with a particular focus
on the Middle East, Southeast-Asia and Germany. Since February 1, 2012, Jacobus Johannes Wenkenbach
has been a member of the Managing Board and COO of the Company. According to the Managing Board's
rules of procedure, Jacobus Johannes Wenkenbach is the Managing Board member responsible for the segments Business Unit 2 – CEE/SEE, Business Unit 3 – International and Business Unit 4 – Infrastructure, as
well as procurement and Porr Equipment Services GmbH.
- 85-
Supervisory Board
Pursuant to the Articles of Association, the Supervisory Board consists of between three and twelve
members appointed by the shareholders' meeting. In addition, the works council (Betriebsrat) is entitled according to the Austrian Labor Constitutional Act (Arbeitsverfassungsgesetz) to delegate representatives to
the Supervisory Board. Currently, five members of the Supervisory Board are delegated by the works council. The current members of the Supervisory Board are:
Name
Karl Pistotnik
Klaus Ortner
Nematollah Farrokhina
Walter Knirsch
Martin Krajcsir
Iris Ortner
Karl Samstag
Bernhard Vanas
Susanne Weiss
Thomas Winischhofer
Peter Grandits
Walter Huber
Walter Jenny
Michael Kaincz
Michael Tomitz
Position
Chairman
Vice Chairman
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Age
69
69
67
69
50
39
69
59
53
43
54
58
59
54
53
Year First
Appointed/Delegated
2012
1998
2010
2012
2004
2010
1992
2012
2012
2008
2001
2010(3)
2005(4)
2011
2011
Year Current Term expires
2014(1)
2014(1)
2014(1)
2014(1)
2014(1)
2014(1)
2014(1)
2014(1)
2014(1)
2014(1)
n/a(2)
n/a(2)
n/a(2)(4)
n/a(2)
n/a(2)
_______________________
(Source: Unaudited internal information of the Company)
(1)
The term of office of the members elected by the shareholders' meeting expires as of the end of the shareholders' meeting resolving on the
exoneration for the financial year 2013, which is scheduled to take place on May 22, 2014.
(2)
Members delegated by the works council.
(3)
Walter Huber was previously a member of the Supervisory Board from 2001 through 2009.
(4)
Walter Jenny was not a member of the Supervisory Board for a one month period from November 2012 through December 2012.
Karl Pistotnik was born in Vienna, Austria, in 1944. He obtained a doctoral degree in law in 1966 and a
doctoral degree in political sciences in 1971 from the University of Vienna. Since 1973, Karl Pistotnik is an
attorney with a particular focus on corporate, banking, construction and real estate law. Karl Pistotnik has
decades of experience in advising and representing material market participants of the construction and
construction related industries. In addition, he holds numerous positions as a member of managing boards
of private trusts, as a member of supervisory boards and as a managing director of corporations. Since December 6, 2012, he has been the chairman of the Supervisory Board.
Klaus Ortner was born in Austria, in 1944. He studied at ETH Zurich, Switzerland, and graduated in
1966 with the academic degree Diplomingenieur in mechanical engineering. After briefly studying in the
United States, Klaus Ortner began working at the family business of Ortner GesmbH, which was then managed by his father. Klaus Ortner became a shareholder and managing director of Ortner GesmbH in 1977. In
1972, he became a certified surveyor for mechanical engineering. Since 1989, he heads Ortner Group. In
2003, Klaus Ortner was appointed chairman of the Supervisory Board. Since June 21, 2012, he has been the
deputy chairman of the Supervisory Board.
Nematollah Farrokhnia was born in Ahwaz, Iran, in 1946. He studied construction at the Vienna University of Technology and started his professional career at the engineering office of Dr Schickl in Vienna. After
having served as a managing director of ILBAU Ges.m.b.H., he went on to STRABAG Group, where he became chairman of the managing board of STRABAG AG, Cologne, Germany, in 1998, and a member of the
administrative board of STRABAG SE, Villach, Austria, in 2003. Since 2009, Nematollah Farrokhnia has been
the majority shareholder of FARRO CONSTRUCTION GmbH, Vienna, Austria, and since 2010, has been the
CEO of Renaissance Construction A.S., Ankara, Turkey, as well as the chairman of the managing board of
Renaissance Construction AG, Vienna, Austria. Since 2010, he has been a member of the Supervisory Board.
Walter Knirsch was born in Klosterneuburg, Austria, in 1945. He graduated with a doctoral degree from
the law school of the University of Vienna in 1970. After his admission as certified tax advisor and certified
auditor, he worked for 33 years for the KPMG Austria group, where he was a member of management until
his retirement in 2008. Currently, he is a member of the supervisory board of the FMA and a member of the
managing board of the private trust ARS BOHEMIAE – Privatstiftung Rotter. Since 2012, he has been a
member of the Supervisory Board.
Martin Krajcsir was born in Vienna, Austria, in 1963. He began his career at Wiener Linien and in 1992,
he became head of the division titled Organisation and General Economic Affairs. In parallel to his work at
Wiener Linien, Martin Krajcsir studied law and graduated with a doctoral degree from the law school at the
University of Vienna in 1998. Since 2004, he has been a member of the managing board of WIENER
STADTWERKE Holding AG, Vienna, Austria, and since January 2014, he is the speaker of the board of WIENER STADTWERKE Holding AG. Since 2004, Martin Krajcsir has been a member of the Supervisory Board.
Iris Ortner was born in Innsbruck, Austria, in 1974. She studied at ETH Zurich, Switzerland, and graduated in 1997 with the academic degree Diplomingenieur in mechanical engineering. She also holds a Master
of Business Administration degree from INSEAD, Fontainebleau, France, where she graduated in 2001.Iris
Ortner began her career at the Ortner Group and was responsible for the establishment of the HTG Polska,
- 86-
Poland branch, and for several major projects in Austria and Poland. In addition, she worked for Siemens
Management Consulting in Germany and the United States for one year. Since 2004, Iris Ortner has been a
member of the management of the Ortner Group in Austria and Poland. Since 2010, She has been a member of the Supervisory Board.
Karl Samstag was born in Vienna, Austria, in 1944. He began his professional career at
Zentralsparkasse in the credit and commercial business departments. Karl Samstag served as deputy head
of the special credit department head of restructuring the credit business risk management, a member of
the management boards of several subsidiaries of Zentralsparkasse, and divisional director before becoming
a member of the managing board of Zentralsparkasse in 1989. In 1991, Karl Samstag became a member of
the managing board of Bank Austria AG and was subsequently appointed deputy chairman of the managing
board in 1995. From 2003 to 2004, he served as CEO and chairman of the managing board of Bank Austria
Creditanstalt AG. In 2005, he retired from the operational business of Bank Austria Creditanstalt AG. Currently, Karl Samstag is a member of the managing board of the private trust Privatstiftung zur Verwaltung
von Anteilsrechten, and a member of the supervisory boards of several companies. Since 1992, Karl
Samstag has been a member of the Supervisory Board.
Bernhard Vanas was born in Austria, in 1954. He studied business administration at the Vienna University of Economics and Business and law at the University of Vienna. Bernhard Vanas began his professional
career at Auditor Treuhand GmbH and was admitted as a certified tax advisor and a certified auditor. In
1991, he became head of the tax department of Auditor Treuhand GmbH, which was then the Austrian Arthur Andersen franchise, and in 2000, he became managing partner of Arthur Andersen in Austria. From
2002 until 2010, Bernhard Vanas was managing partner of the Deloitte Austria group. Since 2010, he is the
head of Taxand Austria Steuerberatungsgesellschaft mbH and a member of the managing boards of several
private trusts. Since 2012, he has been a member of the Supervisory Board.
Susanne Weiss was born in Germany, in 1961. She is a graduate of the law school of the University of
Regensburg, Germany. Since 1989, she works as an attorney-at-law with a particular focus on mergers &
acquisitions as well as banking and finance. Since 2000, she has been a managing director and shareholder
of several companies that are, in particular, active in the mechanical engineering and construction business.
Susanne Weiss has also been a member of supervisory boards of several companies, including publicly listed
companies. Since 2012, she has been a member of the Supervisory Board.
Thomas Winischhofer was born in Austria, in 1970. He graduated with a master degree in 1996 and a
doctoral degree in 2000 from the University of Vienna's faculty of law. Thomas Winischhofer holds both a
Master of Laws and a Master of Advanced Studies degree of Donau-Universität Krems, Austria. From 2001
until 2007, he was an Attorney and partner of Schuppich Sporn & Winischhofer Attorneys at Law. In 2007,
Thomas Winischhofer received Master of Business Administration degrees of the Vienna University of Economics and Business and the University of Minnesota, Carlsson School of Economics. Since 2007, he has
been a member of the management of Ortner Group. Since 2008, he has been a member of the Supervisory
Board.
Peter Grandits was born in Austria, in 1959. In 1980, he joined the PORR Group as a skilled worker.
Since 1996, he is a member of PORR's group works council. Since 2001, he has been a member of the Supervisory Board delegated by the works council.
Walter Huber was born in Wiener Neustadt, Austria, in 1955. After a commercial apprenticeship, he
started his professional career as a construction merchant at TERRAG-ASDAG's branch office in Vienna.
Since 2007, he has been commercial director of several consortia. Since 2001, Walter Huber is the chairman
of the works council of TEERAG-ASDAG and a member of the PORR Group's group works council. In the period from 2001 to 2009, Walter Huber was a Supervisory Board member delegated by the works council.
Since 2010, Walter Huber has been again a member of the Supervisory Board delegated by the works council.
Walter Jenny was born in Austria, in 1954. He is an apprenticed draftsman (bautechnischer Zeichner).
He joined the PORR Group in 1974. Until 2003, he was head of the domestic project calculation department
of Porr Projekt und Hochbau Aktiengesellschaft (now Porr Bau GmbH). Since 2004, he has been a member
of PORR Group's works council. Since September 2005, Walter Jenny has been a member of the Supervisory
Board delegated by the works council, except for a short period from November 2012 to December 2012.
Michael Kaincz was born in Pamhagen, Austria, in January 1960. After his training as a retail sales clerk,
he joined TEERAG-ASDAG as a truck driver in 1988. Since 2011, he is the chairman of the central works
council of TEERAG-ASDAG and a member of the PORR Group's group works council. Since 2011, Michael
Kaincz has been a member of the Supervisory Board delegated by the works council.
Michael Tomitz was born in St Pölten, Austria, in 1961. After graduation from the Vienna University of
Technology in 1987, he joined the PORR Group as a construction supervisor in civil engineering. Until 2003,
he was a group leader at Porr Technobau und Umwelt AG (now Porr Bau GmbH). Since 2004, he has been a
full time employee representative (freigestellter Betriebsrat) and a member of the PORR Group's group
works council. Since 2010, Michael Tomitz has been a member of the Supervisory Board delegated by the
works council.
- 87-
Supervisory Board Committees
The Supervisory Board has established an audit committee (Prüfungsausschuss) and a staff committee
(Personalausschuss), see "Description of Share Capital and Articles of Association of PORR AG—Managing
Board and Supervisory Board Committees—Supervisory board Committees" for more information. The current members of the audit committee are Klaus Ortner, Karl Pistotnik, Karl Samstag, Thomas Winischhofer,
Bernhard Vanas, Walter Huber, Michael Tomitz and Peter Grandits. The current members of the staff committee are Klaus Ortner, Susanne Weiss and Karl Pistotnik.
Additional Information Relating to Board Members
The following table sets out the names of companies and business partnerships, excluding the Company
and its subsidiaries, of which each of the members of the Supervisory Board and Management Board has
been a member of the administrative, management or supervisory boards or partner, as the case may be, at
any time in the five years prior to the date of this Prospectus:
Name
Name of company
Position held
Position
still held
Managing Board
Karl-Heinz Strauss
Christian B. Maier
ALUK-Privatstiftung
managing board member
Yes
CARL-Privatstiftung
managing board member
Yes
PLACHUTTA Privatstiftung
managing board member
Yes
UKAL-Privatstiftung
managing board member
Yes
DATAX HandelsgmbH
supervisory board member
Yes
Kapsch Aktiengesellschaft
supervisory board member
Yes
KAPSCH-Group Beteiligungs GmbH
supervisory board member
Yes
Ortner Privatstiftung
managing board member
Yes
Agavi Privatstiftung
managing board member
No
AIM Industrieholding und Unternehmensbeteiligungen GmbH
managing board member
No
BCS INVESTMANAGEMENT SERVICE GMBH
managing board member
No
Cordoba Financial Services GmbH
managing board member
No
ES Projekt GmbH
managing board member
No
Giweno Beteiligungsverwaltung-GmbH
managing board member
No
Margaretenstraße 131-135
Bauprojektentwicklung GmbH
managing board member
No
PETROBRAS FINANCIAL SERVICES
AUSTRIA GMBH
managing board member
No
PROSPERO Holding GmbH
managing board member
No
PROSPERO Immobilien Beteiligungs GmbH
managing board member
No
S & P Erdberger Lände 36-48 Immobilienentwicklungs GmbH
managing board member
No
S & P Laxenburger Straße Immobilienentwicklungs GmbH
managing board member
No
PORREAL Immobilien Management GmbH
managing board member
No
STRAUSS Immobilien Treuhand GmbH
managing board member
No
Schmidgasse 14 Entwicklungs GesmbH
managing board member
No
Schulring 21 Bürohaus Errichtungs- und
Vermietungs GmbH
managing board member
No
Sup Vermietung GmbH
managing board member
No
UKAL Handels- und Vermietungs GmbH
managing board member
No
PETROBRAS HOLDING AUSTRIA GMBH in
Liquidation
managing board member/liquidator
No
Rath Aktiengesellschaft
supervisory board member
Yes
Raiffeisen Bank Knittelfeld eGen
supervisory board member
Yes
MzH-Beteiligungen GmbH
managing board member
Yes
Katharina Turnauer Privatstiftung
managing board member
No
Constantia Industries AG
managing board member
No
Funder Max Holding AG
managing board member
No
Raiffeisenbank St. Margarthen Seckau
eGen
managing board member
No
Constantia Energy & Technical Components
GmbH
managing board member
No
Constantia Sports GmbH
managing board member
No
Constantia Surfaces GmbH
managing board member
No
Constantia Woods & Decoratives GmbH
managing board member
No
Funder Max GmbH (Mödling)
managing board member
No
Funder Max LiegenschaftsgmbH
managing board member
No
- 88-
Name
Jacobus Johannes Wenkenbach
Name of company
Position held
Position
still held
TIBAG BETEILIGUNGEN GmbH
managing board member
No
Funder Max GmbH
supervisory board member
No
Funder Max Holding AG
supervisory board member
No
ISOVOLTA AG
supervisory board member
No
ISOVOLTAIC AG
supervisory board member
No
Elf Seif Group
managing board member
No
Wayss & Freytag Ingenieurbau AG
managing board member
No
AMBROSIUS Privatstiftung
managing board member
Yes
ARS BOEHMIAE – Privatstiftung Rotter
managing board member
Yes
Agavi Privatstiftung
managing board member
Yes
BOHEMIA Privatstiftung
managing board member
Yes
CHILDREN OF ELISABETH – Privatstiftung
managing board member
Yes
CHT – Privatstiftung
managing board member
Yes
Cosmos Privatstiftung
managing board member
Yes
EUSTACHIUS Privatstiftung
managing board member
Yes
FERENC-PRIVATSTIFTUNG
managing board member
Yes
FIDUZIA Privatstiftung
managing board member
Yes
HOUSKA Privatstiftung
managing board member
Yes
JE Familien Privatstiftung
managing board member
Yes
JLE Privatstiftung
managing board member
Yes
KTCJ Privatstiftung
managing board member
Yes
LANGLOIS Privatstiftung
managing board member
Yes
LIUBISA – Familien-Privatstiftung
managing board member
Yes
LK-Privatstiftung
managing board member
Yes
Landesmann Privatstiftung
managing board member
Yes
Lugner Familien-Privatstiftung
managing board member
Yes
Lugner-Söhne-Privatstiftung
managing board member
Yes
MILLENIUM PRIVATSTIFTUNG
managing board member
Yes
PANKRATIUS Privatstiftung
managing board member
Yes
PRO-FILIIS-Privatstiftung
managing board member
Yes
PROSPERO Privatstiftung
managing board member
Yes
Paula Frauneder Familien-Privatstiftung
managing board member
Yes
Raetia Privatstiftung
managing board member
Yes
Skolnik-Familien-Privatstiftung
managing board member
Yes
TULIPA-Privatstiftung
managing board member
Yes
VICTUS Privatstiftung
managing board member
Yes
WOJNAR Privatstiftung
managing board member
Yes
XENIA Privatstiftung
managing board member
Yes
"NERVA" Beteiligungs GmbH
managing board member
Yes
"NIVA" Beteiligungs GmbH
managing board member
Yes
BSSA Immobilienentwickungs GmbH
managing board member
Yes
CAMPAGNA Liegenschafts- und Beteiligungsverwaltungs GmbH
managing board member
Yes
CERVUS Betriebs- und Handelsgesellschaft
m.b.H.
managing board member
Yes
CONTINUO Liegenschafts- und Beteiligungsverwaltungs GmbH
managing board member
Yes
FROS Liegenschaftsbesitz- und Verwaltungs GmbH
managing board member
Yes
IBC Liegenschaftsverwaltungs- und verwertungsgesellschaft m.b.H.
managing board member
Yes
Ing. Adolf Malinek Gesellschaft m.b.H.
managing board member
Yes
KAMINCO & KO Immobilienverwaltung
GmbH
managing board member
Yes
KRX GmbH
managing board member
Yes
PISTOTNIK & KRILYSZYN Rechtsanwälte
GmbH
managing board member
Yes
PISTOTNIK GmbH
managing board member
Yes
PROBAU Projekt- und BauausführungsGesellschaft m.b.H.
managing board member
Yes
Supervisory Board
Karl Pistotnik
- 89-
Name
Klaus Ortner
Name of company
Position held
Position
still held
PROINVEST Realitätenerwerbs- und verwaltungs GmbH
managing board member
Yes
Palais Fanto Verwaltungs Gesellschaft
m.b.H.
managing board member
Yes
REALIUM Liegenschafterwerbs- und Verealtungs GmbH
managing board member
Yes
TERRESTRIS Liegenschafts- und Beteiligungsverwaltungs GmbH
managing board member
TH MTG Liegenschaftsbesitz GmbH
managing board member
VERMREAL Liegenschafterwerbs- und –
betriebs GmbH
managing board member
Yes
WALLNER Forstbetriebe GmbH
managing board member
Yes
Zell & Co Gesellschaft m.b.H.
managing board member
Yes
SDN Beteiligungs GmbH
supervisory board member
Yes
Stumpf AG
supervisory board member
Yes
Yes
Yes
Treuhand- und Kontroll-Aktiengesellschaft
(Societa Fiduciaria e di Controllo Societa
per Azioni, Trust and Control Company
Ltd., Societe Fiduciare et de Controle
Societe Anonyme)
supervisory board member
Yes
PHIL S.á.R.l. (Luxembourg)
board member
No
Siv-Holding S.A. (Luxembourg)
board member
No
Tis-Holding S.A. (Luxembourg)
board member
No
Tit-Holding S.A. (Luxembourg)
board member
No
EVOR Aktiengesellschaft (Vaduz)
board member
Yes
PALINO Aktiengesellschaft (Vaduz)
board member
No
SALOR AG (Vaduz)
board member
Yes
SATURN KOMMERZ AG (Vaduz)
board member
Yes
Soravia Privatstiftung
managing board member
No
CASAREAL Liegenschaftserwerbs- und Gebäudeerrichtungs-GmbH
managing board member
No
DEPOSITO Realitätenerwerbs- und –
betriebs GmbH
managing board member
No
FONDO Realitätenerwerbs- und –betriebs
GmbH. In Liqu.
Managing board member
No
IMMOCONSTANT Liegenschaftsverwertungs- und Vermögensverwaltungs GmbH.
managing board member
No
KONTRAKTO Bauerrichtungs- und Verwertungsgesellschaft m.b.H.
managing board member
No
PATRIMONIO Vermögens- und Beiligungsverwaltungs-GmbH
managing board member
No
PROPRIETAS Liegenschafts- und Beteiligungsverwaltungs GmbH
managing board member
No
REALPOSSESSIO Realitätserwerbs- und betriebs GmbH
managing board member
No
REALSUBSTANZ Liegenschafts- und Vermögensverwaltungs-GmbH
managing board member
No
TERRABONA Liegenschafts- und Beteiligungsverwaltungs GmbH in Liqu.
Managing board member
No
TKS Liegenschaftsverwertungs-Gesellschaft
m.b.H.
managing board member
No
WOJNAR Holding GmbH in Liqu.
Managing board member
No
Andorra Immobilien GmbH
supervisory board member
No
DIETRICH Medien Holding GmbH
supervisory board member
No
RB Capital East GmbH
supervisory board member
No
Stadtpark Hotelreal GmbH
supervisory board member
No
Stadtpark Liegeschaftsbeteiligung GmbH
supervisory board member
No
"SCADA" Beteiligungs GmbH in Liquidation
liquidator/managing board member
No
Berninger & Co
general partner
Yes
Haustechnische Gesellschaft für Sanitär-,
Wärme- und lufttechnische Anlagen Gesellschaft m.b.H.
managing board member
No
IGO Baubeteiligungs GmbH
managing board member
Yes
IGO Immobiliengesellschaft mit beschränkter Haftung
managing board member
Yes
Ortner Beteiligungsverwaltung GmbH
managing board member
Yes
- 90-
Name
Nematollah Farrokhnia
Walter Knirsch
Martin Krajcsir
Iris Ortner
Karl Samstag
Name of company
Position held
Position
still held
Ortner Managementgesellschaft mit beschränkter Haftung
managing board member
Yes
ELIN GmbH
supervisory board member
Yes
Ortner Ges.m.b.H.
managing board member
No
ZAG Beteiligungsverwaltung GmbH in Liqu.
Managing board member/liquidator
No
Farrokhnia KG
general partner
Yes
Renaissance Construction AG
managing board member
Yes
Renaissance Construction A.S. (Ankara)
managing board member
Yes
Bau
managing board member
No
STRABAG SE
managing board member
No
STRABAG AG
supervisory board member
No
Finanzmarktaufsichtsbehörde (FMA)
supervisory board member
Yes
ARS BOHEMIAE – Privatstiftung Rotter
managing board member
Yes
Austrian Airlines AG
supervisory board member
No
Aviso Zeta AG
supervisory board member
No
RENERGIE Raiffeisen Managementgesellschaft für erneuerbare Energie GmbH
supervisory board member
No
SEMPER CONSTANTIA PRIVATBANK
AKTIENGESELLSCHAFT
supervisory board member
No
RBW Holding registrierte Genossenschaft
mit beschränkter Haftung in Liquidation
liquidator
No
WIENER STADTWERKE Holding AG
managing board member
Yes
Burgenland Holding Aktiengesellschaft
supervisory board member
Yes
Immobiliendevelopment WIENER STADTWERKE BMG & STC Swiss Town Consult
Aktiengesellschaft
supervisory board member
Yes
WIEN ENERGIE GmbH
supervisory board member
Yes
WIENER NETZE GmbH
supervisory board member
Yes
WIENER STADTWERKE FinanzierungsServices GmbH
supervisory board member
Yes
Aktiengesellschaft der Wiener Lokalbahnen
supervisory board member
No
ENERGIECOMFORT Energie- und Gebäudemanagement GmbH
supervisory board member
No
FRIEDHÖFE WIEN GmbH
supervisory board member
No
Fernwärme Wien Gesellschaft mbH
supervisory board member
No
Gemeinnützige Wohnungs- und Siedlungsgesellschaft der Wiener Stadtwerke Gesellschaft m.b.H.
supervisory board member
No
WIEN ENERGIE Gasnetz GmbH
supervisory board member
No
WIEN ENERGIE Stromnetz GmbH
supervisory board member
No
Wiener Lokalbahnen Cargo GmbH
supervisory board member
No
WIENER STADTWERKE
Beteiligungsmanagement GmbH
supervisory board member
No
Haustechnische Gesellschaft für Sanitär-,
Wärme- und lufttechnische Anlagen Gesellschaft m.b.H.
managing board member
Yes
IGO Immobiliengesellschaft mit beschränkter Haftung
managing board member
Yes
MWB Umwelttechnik Gesellschaft m.b.H.
managing board member
Yes
Ortner Ges.m.b.H.
managing board member
Yes
ELIN GmbH
supervisory board member
Yes
TKT Engineering Sp. Zo.o.
supervisory board member
Yes
Privatstiftung zur Verwaltung von Anteilsrechten
managing board member
Yes
A & I Beteiligung und Management GmbH
managing board member
Yes
Bank Austria Wohnbaubank AG
supervisory board member
No
Bank für Tirol und Vorarlberg Aktiengesellschaft
supervisory board member
Yes
- 91-
Name
Bernhard Vanas
Susanne Weiss
Name of company
Position held
Position
still held
BKS Bank AG
supervisory board member
Yes
Handl Tyrol Beteiligung GmbH
supervisory board member
Yes
Oberbank AG
supervisory board member
Yes
Österreichisches Verkehrsbüro
Aktiengesellschaft
supervisory board member
Yes
SCHOELLER-BLECKMANN OILFIELD
EQUIPMENT Aktiengesellschaft
supervisory board member
Yes
SIGNA Prime Selection AG
supervisory board member
Yes
SIGNA Property Funds Holding AG
supervisory board member
No
UniCredit Bank Austria AG
supervisory board member
Yes
VAMED Aktiengesellschaft
supervisory board member
Yes
Privatstiftung der Gemeinschaft der Freunde Wüstenrot
managing board member
No
Bank Austria Creditanstalt Versicherung AG
supervisory board member
No
Bombardier TM GmbH in Liqu.
Supervisory board member
No
Flughafen Wien Aktiengesellschaft
supervisory board member
No
HYPO NOE Gruppe Bank AG
supervisory board member
No
Wüstenrot Verwaltungs- und Dienstleistungen GmbH
supervisory board member
No
GOB Liegenschaftsverwaltung KG
general partner
Yes
MAB Liegenschaftsverwaltung OG
general partner
Yes
MAB Mohsgasse 33 Vermietungs OG
general partner
Yes
ALUK Privatstiftung
managing board member
Yes
Albona Privatstiftung
managing board member
Yes
C. von Meinertzhagen Privatstiftung
managing board member
Yes
Hege Privatstiftung
managing board member
Yes
LAVACA Privatstiftung
managing board member
Yes
Medienbeteiligungen Privatstiftung
managing board member
Yes
Orion Privatstiftung
managing board member
Yes
PROSPERO Privatstiftung
managing board member
Yes
STYX Privatstiftung
managing board member
Yes
Schröder Privatstiftung
managing board member
Yes
AUDIREAL Liegenschaftsverwaltungs GmbH
managing board member
Yes
IRZ Holding GmbH
managing board member
Yes
IRZ Liegenschaftsverwertung GmbH
managing board member
Yes
MRB Radiobeteiligungen GmbH
managing board member
Yes
MVB Beteiligungs GmbH
managing board member
Yes
Fidelis Privatstiftung
managing board member
Yes
Prajo Privatstiftung
managing board member
Yes
Taxand Austria
Steuerberatungsgesellschaft mbH
managing board member
Yes
4 M Privatstiftung
managing board member
No
CONFIDENTIA-PRIVATSTIFTUNG
managing board member
No
AUDITOR TREUHAND GMBH
managing board member
No
Deloitte Audit Wirtschaftsprüfungs GmbH
managing board member
No
Deloitte Services Wirtschaftsprüfungs
GmbH
managing board member
No
Deloitte Tax Wirtschaftsprüfungs GmbH
managing board member
No
GEFAG Realitäten GmbH
managing board member
No
Österreichische Wirtschaftsberatung GmbH
Wirtschaftsprüfungsgesellschaft
managing board member
No
EMCO MAIER GESELLSCHAFT M.B.H.
supervisory board member
No
GRUND & WERT Immobilien AG
supervisory board member
No
Montanwerke Brixlegg Aktiengesellschaft
supervisory board member
No
Auditor & Partner Treuhand GmbH in Liqu.
liquidator/managing board member
No
Blue Elephant Holding GmbH
managing board member
Yes
CI-ALPEN GmbH
managing board member
Yes
Fenstermanufaktur Weiss GmbH
managing board member
Yes
Freeride Kitz Clothing OG
managing board member
Yes
KHW Beteiligungsgesellschaft mbH
managing board member
Yes
- 92-
Name
Thomas Winischhofer
Name of company
Position held
Position
still held
Metallbau Obermaier GmbH
managing board member
No
Pearl Skin GmbH
managing board member
Yes
ROFA AG
supervisory board member
Yes
Giesecke & Devrient GmbH
supervisory board member
Yes
Giesecke & Devrient GmbH
advisory board member
Yes
UniCredit Bank AG
supervisory board member
No
SW Beteiligungsgesellschaft m.b.H.
managing board member
Yes
Wacker Chemie AG
supervisory board member
Yes
Schattdecor AG
supervisory board member
Yes
ALU-SOMMER GmbH
advisory board member
Yes
Haustechnische Gesellschaft für Sanitär-,
Wärme- und lufttechnische Anlagen Gesellschaft m.b.H.
managing board member
Yes
OBE Projektentwicklung GmbH
managing board member
Yes
Ortner Ges.m.b.H.
managing board member
Yes
TKT Engineering Sp.z o.o.
supervisory board member
Yes
_______________________
(Source: Unaudited internal information of the Company)
Management Compensation
Managing board
The total remuneration of the Managing Board members consists of a fixed salary, a variable bonus and
other compensation.
The maximum amount of the variable performance bonus for the chairman of the Managing Board
amounts to €300,000 per year plus a variable bonus depending on the financial performance of the PORR
Group. The variable performance bonus is determined according to the Group's consolidated annual earnings
after deductions for non-controlling interest. If the Group's consolidated annual earnings after deductions for
non-controlling interest meet or exceed the amount defined by the Supervisory Board, the chairman of the
Managing Board is entitled to the maximum amount of the variable performance bonus, if they are below
the defined amount, he is entitled to a pro rata amount.
The maximum amount of the bonus for each of Christian B. Maier and Jacobus Johannes Wenkenbach
amounts to €400,000 per year. The granting of their bonuses is subject to the fulfillment of certain quantitative and qualitative criteria, which are specified by the Supervisory Board.
In addition, the Company contributes an annual amount of €25,000 to a retirement fund for each of
Christian B. Maier and Jacobus Johannes Wenkenbach. In addition, Jacobus Johannes Wenkenbach also receives an annual housing allowance of €50,000.
The following table sets out the remuneration paid to each member of the Managing Board of the Company for the financial year 2013.
Karl-Heinz Strauss ..................
Christian B. Maier....................
Jacobus Johannes
Wenkenbach ..........................
Fixed Salary
(unaudited)
€
700,000
400,008
400,008
Financial year ended December 31, 2013
Bonus
Other
(unaudited)
(unaudited)
€
€
500,000
n/a
400,000
25,000
400,000
75,000
Total
(unaudited)
€
1,200,000
825,008
875,008
_______________________
(Source: Unaudited internal information of the Company)
The following table sets out the remuneration paid to each member of the Managing Board of the Company for the financial year 2012.
Karl-Heinz Strauss .....................
Christian B. Maier.......................
Jacobus Johannes Wenkenbach ....
Rudolf Krumpeck .......................
Peter Weber ..............................
Fixed Salary
(unaudited)
€
700,000.00
366,674.00(1)
366,674.00(1)
54,671.98(2)
26,032.44(4)
Financial year ended December 31, 2012
Bonus
Other
(unaudited)
(unaudited)
€
€
300,000.00
n/a
366,674.00(1)
22,916.66(1)
366,674.00(1)
22,916.66(1)(6)
n/a
1,284,888.28(3)
n/a
577,144.04(5)
Total
(unaudited)
€
1,000,000.00
756,264.66
756,264.66
1,339,560.26
603,176.48
_______________________
(Source: Unaudited internal information of the Company)
(1)
The amounts shown in the table are pro rata amounts since Christian B. Maier and Jacobus Johannes Wenkenbach each joined the Managing Board
on February 1, 2012.
(2)
The amounts shown in the table are pro rata amounts since Rudolf Krumpeck was a Managing Board member until February 29, 2012.
- 93-
(3)
(4)
(5)
(6)
This amount includes the pro rata contribution to the pension fund for 2012 in the amount of €4,888.28, and a one-off compensation for termination of the employment of Rudolf Krumpeck of €1,280,000.
The amounts shown in the table are pro rata amounts since Peter Weber was a Managing Board member until January 31, 2012.
This amount includes the pro rata contribution to the pension fund for 2012 in the amount of €2,628.64, a voluntary severance payment in the
amount of €40,870.26, and a one-off compensation for termination of the employment of Peter Weber in the amount of €533,645.14.
In addition, Jacobus Johannes Wenkenbach also received an annual housing allowance of €50,000.
In addition to the above, the members of the Managing Board are covered by directors and officers' liability insurance, the costs of which are born by the Company.
No employment contract of the Managing Board provides for any benefits upon termination with the
Company. There are no amounts set aside or accrued for pension, retirement and similar benefits of members of the Managing Board, except for the annual contributions of €25,000 to a retirement fund for each of
Christian B. Maier and Jacobus Johannes Wenkenbach as described above.
Supervisory Board
Members of the Supervisory Board and its committees receive reimbursement of actual expenses, including reasonable travel expenses. In addition, the shareholders' meeting may provide for annual remuneration of Supervisory Board members. In the event that a member's term of office begins or ends during a financial year, remuneration is paid on a pro rata basis.
As resolved in the shareholders' meeting on July 11, 2013, the members of the Supervisory Board appointed by the shareholders' meeting receive annual remuneration as follows: the chairperson receives
€25,000, the vice-chairperson receives €20,000 and each other member receives €15,000. In addition, each
member receives a remuneration of €1,000 for attendance at a meeting of the Supervisory Board or any of
its committees. Members of the Supervisory Board resident outside Austria also receive compensation for
any tax levied in Austria.
Except for the members of the Supervisory Board delegated by the works council, who will receive statutory payments upon termination of their employment agreements, there are no amounts set aside or accrued for pension, retirement and similar benefits of members of the Supervisory Board as of December 31,
2013. Likewise, there are no agreements with the members of the Supervisory Board that provide for any
benefits upon termination of their respective positions with the Company.
In the financial year 2013, the Supervisory Board members Karl Pistotnik (attorney), Bernhard Vanas
(tax adviser) and Susanne Weiss (attorney) received €136,963, €287,010 and €117,407, respectively, for
professional services rendered by them or a company closely related to them to members of the PORR
Group.
Shares Held by Board Members
As of the date of this Prospectus and as reported to the Company, members of the Managing Board and
the Supervisory Board (directly or indirectly) held 8,827,660 Shares.
Name
Karl-Heinz Strauss(1)(2)(3) ......................................................................................
Christian B. Maier(3)(5) ..........................................................................................
Johannes Jacobus Wenkenbach(5) ..........................................................................
Number of Shares
2,366,716
350,235
158,995
Klaus Ortner(4)(5) .................................................................................................
Susanne Weiss ...................................................................................................
Bernhard Vanas ..................................................................................................
5,748,442
199,272
4,000
_______________________
(Source: Unaudited internal information of the Company)
(1)
The Shares attributable to Karl-Heinz Strauss are held by SuP Beteiligungs GmbH, Unternehmensbeteiligungen GmbH and AIM Industrieholding
und Unternehmensbeteiligungen GmbH, which are controlled by PROSPERO Privatstiftung. Karl-Heinz Strauss is a foundrer and a beneficiary of
PROSPERO Privatstiftung.
(2)
SuP Beteiligungs GmbH, a member of the Strauss Group, entered into call and put options with WIENER STÄDTISCHE VERSICHERUNG AG – Vienna Insurance Group in respect of 545,595 Shares. SuP Beteiligungs GmbH has been entitled to acquire 181,865 Shares between January 1, 2014
and November 30, 2014 and has exercised such option of respect of 100,000 Shares to date. SuP Beteiligungs GmbH is further entitled to acquire
181,865 Shares between January 1, 2015 and November 30, 2015 and 181,865 Shares between January 1, 2016 and November 30, 2016. WIENER STÄDTISCHE VERSICHERUNG AG – Vienna Insurance Group is entitled to put the respective Shares in December of each relevant year.
Shares in respect of which an option has been exercised are included in the shareholding of Karl-Heinz Strauss in above table.
(3)
SuP Beteiligungs GmbH (Strauss Group) granted a call option to Christian B. Maier to acquire 48,000 Shares; such option is not reflected in above
table.
(4)
Klaus Ortner holds the Shares via IGO Baubeteiligungs GmbH and Ortner Beteiligungsverwaltungs GmbH, which are controlled by him. His daughter Iris Ortner, also a member of the Supervisory Board, holds a minority interest in such companies. The Shares attributable to Iris Ortner are
thus included in the number of Shares set forth next to Klaus Ortner.
(5)
IGO Baubeteiligungs GmbH (Ortner Group) granted a call option to Christian B. Maier to acquire 14,944 Shares and a call option to Johannes J.
Wenkenbach to acquire 8,528 Shares; such options are not reflected in above table.
As of the date of this Prospectus and as reported to the Company, no other members of the Managing
Board or the Supervisory Board held any Shares.
- 94-
Conduct and Conflicts of Interest
Conduct
None of the current members of the Managing Board or the Supervisory Board has, at any time in the
five years prior to the date of this Prospectus:

been convicted of any offences relating to fraud;

been associated with any bankruptcy, receivership or liquidation as a member of the administrative,
management or supervisory bodies or as senior manager;

been subject to any official public incrimination and/or sanction by any statutory or regulatory authority (including any designated professional body); or

been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of an issuer.
However, on April 3, 2013, a former member of the board of BEGAS Energie AG, an Austrian utility, was
arrested by the Austrian authorities due to allegations of fraudulent behavior and tax evasion. In this context, various media reported that Klaus Ortner was subject to criminal investigations by the Austrian prosecutors in relation to a cash payment in the amount of €1.3 million that he made to the member of the board
of BEGAS Energie AG in 2007. Based on information by Klaus Ortner, it was Klaus Ortner himself who
sparked the investigation by bringing the payment to the attention of BEGAS Energie AG. BEGAS Energie AG
subsequently involved the prosecutors. According to the media reports referred to above, the prosecutors
suspected that the payment had been made to the member of the board of BEGAS Energie AG for his personal use. According to Mr. Ortner, however, the payment was made to the board member in his capacity as
a representative of BEGAS Energie AG on the premise that the payment would be passed on to the company.
Conflicts of interest
There are no arrangements or understandings with major shareholders, customers or suppliers of the
Company, or with other persons, pursuant to which any member of the Company's Supervisory Board or
Management Board was appointed a member of such corporate body.
A conflict of interest may arise due to business relationships between the Group and companies controlled by members of the Managing Board or Supervisory Board. Management believes that business between the Group and businesses that are influenced by members of the Managing Board or Supervisory
Board are conducted at arm's length. Moreover, any member of the Managing Board or Supervisory Board
that may be conflicted (e.g., business dealings with members of the Ortner Group) is not permitted to participate in the adoption of any resolution in relation to a matter that could create a conflict of interest.
Actual or perceived conflicts of interest may occur if companies of the Ortner Group provide engineering,
installation or other construction services to the Group. Klaus Ortner, Thomas Winischhofer and Iris Ortner
are members of the Supervisory Board as well as members of the management of the Ortner Group
In addition, actual or perceived conflicts of interest may arise involving PROSPERO Privatstiftung, an
Austrian private trust that is an indirect shareholder in the Company via SuP Beteiligungs GmbH. Karl-Heinz
Strauss is the benefactor of PROSPERO Privatstiftung. Karl Pistotnik and Bernhard Vanas are members of
the managing board of PROSPERO Privatstiftung at the same time as being members of the Supervisory
Board of the Company and rendering professional legal and tax advice to the Company.
Actual or perceived conflicts of interest may arise involving the law firm Weiss Walter Fischer-Zernin,
which provides advisory services to the Company. Susanne Weiss is a partner at the law firm as well as a
member of the Supervisory Board of the Company. In each case, the applicable service contracts, including
the agreed upon fees, have been approved, in line with Austrian law, by the Supervisory Board with the applicable member abstaining from voting on the applicable resolution.
Except as described above, there are, to the best knowledge of the Company, no potential conflicts of
interest of any members of the Managing Board or the Supervisory Board.
The Company is not aware of any interest of any member of the Supervisory Board or the Managing
Board relating to unusual business transactions with the Group. The Company has no outstanding loans to
and no guarantees on behalf of any members of the Supervisory Board or Managing Board.
There are no family relationships between the members of the Managing Board and Supervisory Board,
except that Iris Ortner is the daughter of Klaus Ortner.
- 95-
PRINCIPAL SHAREHOLDERS
As of the date of this Prospectus and prior to the Offering, the Company's issued and fully paid-in share
capital amounts to €23,805,000, divided into 11,902,500 no-par value ordinary voting bearer shares, each
with a calculated notional amount of €2.00 (see "Description of Share Capital and Articles of Association of
PORR AG—Managing Board and Supervisory Board"). The following table sets forth the number of Existing
Shares and the percentage of outstanding Existing Shares beneficially owned by the Company's principal
shareholders as well as the members of the Company's management as of the date of this Prospectus and
prior to the Offering. The following table also contains information presented on an as-adjusted basis to reflect the Offering, assuming the issuance and sale of all 2,645,000 Offer Shares and the acquisition by the
Ortner Group of 20,833 Offer Shares and the Strauss Group of 10,417 Offer Shares in the International Offering (see "The Offering-Participation of Principal Shareholders in the Offering") and that all other shareholders individually named in below table will not acquire any Offer Shares.
Shareholder
Ortner-Strauss Syndicate ...............................
thereof Ortner Group(2)..............................
thereof Strauss Group(3)(4)..........................
Renaissance Construction AG ..........................
WIENER STÄDTISCHE VERSICHERUNG AG
Vienna Insurance Group(4) ...........................
PORR management(5) .....................................
Free float .....................................................
Total ...........................................................
Prior to the Offering
Existing Shares
held
Percentage
8,115,158
68.2%
5,748,442
48.3%
2,366,716
19.9%
836,088
7.0%
618,135
583,042
1,750,077
11,902,500
5.2%
4.9%
14.7%
100%
After the Offering(1)
Shares held
8,146,408
5,769,275
2,377,133
836,088
Percentage
56.0%
39.7%
16.3%
5.7%
618,135
583,042
4,363,827
14,547,500
4.2%
4.0%
30.0%
100%
_______________________
(Source: Unaudited internal information of the Company)
(1)
Assuming the issue and sale of all 2,645,000 Offer Shares, and the allocation of 31,250 Offer Shares to the Ortner-Strauss Syndicate in the International Offering.
(2)
Existing Shares attributable to Ortner Group are directly held by Ortner Beteiligungsverwaltung GmbH and IGO Baubeteiligungs GmbH.
(3)
Existing Shares attributable to Strauss Group are directly held by SuP Beteiligungs GmbH and AIM Industrieholding und
Unternehmensbeteiligungen GmbH.
(4)
SuP Beteiligungs GmbH, a member of the Strauss Group, entered into call and put options with WIENER STÄDTISCHE VERSICHERUNG AG – Vienna Insurance Group in respect of 545,595 Shares. SuP Beteiligungs GmbH is entitled to acquire 181,865 Shares between January 1, 2014 and
November 30, 2014 and has exercised such option of respect of 100,000 Shares to date. SuP Beteiligungs GmbH is further entitled to acquire
181,865 Shares between January 1, 2015 and November 30, 2015 and 181,865 Shares between January 1, 2016 and November 30, 2016.
WIENER STÄDTISCHE VERSICHERUNG AG – Vienna Insurance Group is entitled to put the respective Shares in December of each relevant year.
Shares in respect of which an option has been exercised are included in the shareholding of Strauss-Group in above table.
(5)
Includes originally 73,812 shares acquired by members of management of the PORR Group in 2013 in the course of the disbursement of annual
bonuses. The Company believes that a corresponding number of Shares is still held by members of management of the PORR Group.
Except as set out in the above table, to the Company's knowledge, no other shareholder beneficially
owns more than 4% of the Shares as of the date of this Prospectus. All of the Shares have the same voting
rights.
The Company has not adopted measures against the potential abuse of controlling shareholders of their
control in addition to those required by Austrian law. However, the Company believes that Austrian law, including the takeover regulations and principles of equal treatment of shareholders, provides comprehensive
and sufficient safeguards against the potential abuse of controlling shareholders of their control.
Ortner-Strauss Syndicate
There is a syndicate agreement in place between certain members of Ortner Group and Strauss Group
(see "Risk Factors – A syndicate of the Ortner Group and the Strauss Group controls, and subsequent to the
Offering, will continue to control the Company and may act in their own interest, which could differ from the
interest of other shareholders"). Based on information disclosed by the Strauss Group in the offer document
dated November 19, 2012 in the course of a mandatory takeover offer for Shares, resolutions of the OrtnerStrauss Syndicate require a unanimous vote and resolutions passed by the syndicate oblige the syndicate
members to exercise their voting rights in accordance with the resolutions of the syndicate in shareholders'
meetings of the Company. In addition, reciprocal acquisition rights exist. The shareholders' agreement may
not be terminated before December 31, 2022.
- 96-
RELATED PARTY TRANSACTIONS
The Company regularly discloses related party transactions in its audited consolidated financial statements. "Related parties" include all affiliated and associated companies of (i) the Company, (ii) members of
the Managing Board and the Supervisory Board as well as their close relatives, (iii) the Ortner-Strauss Syndicate as the Company's main shareholders, as well as all companies that are controlled by the Ortner Group
and/or the Strauss Group and (iv) the Kapsch Group (companies directly or indirectly controlled by KAPSCHGroup Beteiligungs GmbH) as Karl-Heinz Strauss, the Company's CEO, is a member of the supervisory board
of KAPSCH-Group Beteiligungs GmbH and a member of the managing board of one of three private foundations ultimately controlling the Kapsch Group.
It is the management's view that all transactions with related parties have been entered into and performed on arm's length terms. Set forth below is a summary of material transactions between or among the
Company and related parties.
Transactions between PORR Group companies and their associated companies are captured in the below
table and typically relate to ordinary construction services as well as the provision of goods and services:
Sales of goods and services ...........
Purchases of goods and services.....
Receivables as of December 31 ......
Liabilities as of December 31 .........
Dec 31, 2013
(audited)
€ thousand
167,879
60,887
37,049
26,540
Financial year ended
Dec 31, 2012
(audited)
€ thousand
52,610
55,685
35,613
16,533
Dec 31, 2011
(audited) (restated)(1)
€ thousand
73,789
57,311
47,860
20,664
_______________________
(Source: Consolidated Financial Statements)
(1)
Information for the financial year 2011 has been restated to reflect the retroactive application of amendments to IAS 19 applied for the first
time in 2012.
Until and including the financial year 2012, related parties included B & C Privatstiftung and companies
controlled by B & C Privatstiftung. As a result of changes in the shareholder structure of the Company at the
end of 2012, B&C Privatstiftung and companies controlled by B & C Privatstiftung ceased to be the Company's related parties.
Companies controlled by the Ortner Group and thus Klaus Ortner, the vice chairman of the Supervisory
Board, are active in the area of building services and appliances in Austria, Poland and other countries and
in such context are an important supplier of goods and services to the Group. Sales of goods and services to
companies controlled by the Ortner Group amounted to €4.6 million and purchases of goods and services
from companies controlled by the Ortner Group amounted to €29.9 million in the financial year 2013 (2012:
€1.8 million of sales and €14.5 million of purchases; 2011: €2.5 million of sales and €35.0 million of purchases).
Companies controlled by the Strauss Group and thus by Karl-Heinz Strauss, the CEO of the Company,
are active in the field of real estate development and transactions and in such context conduct business with
the PORR Group. Relevant companies include such part of the business of the Strauss Group, which was not
contributed to the Company as a contribution in kind in the course of the share capital increase in 2011.
Sales of goods and services to companies controlled by the Strauss Group amounted to €4.5 million and
purchases of goods and services from companies controlled by the Strauss Group amounted to €0.1 million
in the financial year 2013 (2012: €13.4 million of sales and €0.1 million of purchases; 2011: €32.4 million of
sales and €1.0 million of purchases).
Sales of goods and services to companies of the Kapsch Group amounted to €1.5 million in the financial
year 2013 and essentially related to facility services rendered. Purchases of goods and services from companies of the Kapsch Group amounted to €0.2 million in the financial year 2013 and essentially related to
telephone and network related services (2012: €0.9 million of sales and €0.7 million of purchases; 2011:
nil).
Sales of goods and services to other related parties amounted to €3.9 million (2012: nil) and purchases
of goods and services from other related parties amounted to €0.1 million (2012: nil) in the financial year
2013. Relevant transactions in 2013 included the sale of certain interests in associated companies to Karl
Heinz Weiss, the husband of Susanne Weiss, member of the Supervisory Board, and MINERVA
Privatstiftung, a beneficiary of which is Karl Pistotnik, chairman of the Supervisory Board.
Acquisition of shares in TEERAG-ASDAG from WIENER STADTWERKE Holding AG
In the financial year 2011, the Company acquired from WIENER STADTWERKE Holding AG shares in
TEERAG-ASDAG corresponding to 47.19% of the share capital of TEERAG-ASDAG. At the time of the transaction (which did not qualify as a related party transaction in the meaning of Commission Regulation (EC)
No 809/2004, as amended), WIENER STADTWERKE Holding AG held approximately 3% of the Company's
share capital.
- 97-
THE COMPANY AND ITS SUBSIDIARIES
The Company is a joint stock company under Austrian law with its registered seat in Vienna, Austria,
and its business address at Absberggasse 47, A-1100 Vienna, Austria. Its telephone number is
+43-50626-0. It operates under the commercial name "PORR", notable subsidiaries also operate under the
commercial name "TEERG-ASDAG" and "STRAUSS & Partner". The Company was registered with the Austrian commercial register (Handelsregister) on March 27, 1869. It is a joint stock corporation
(Aktiengesellschaft) registered with the Austrian companies' register (Firmenbuch) under registered number
FN 34853 f, registration court: commercial court Vienna (Handelsgericht Wien), Austria. In 2013, the Company changed its name from "Allgemeine Baugesellschaft A. Porr Aktiengesellschaft" to "PORR AG". The
Company's financial year ends on December 31. Pursuant to the Articles of Association, notices of the Company shall be made by publication in the Official Gazette (Amtsblatt zur Wiener Zeitung).
The Company is the parent company of the PORR Group. The segments of the PORR Group are not organized into companies but rather business units and lines of business. Companies of the PORR Group may
therefore be part of more than one segment. The Company is a holding company with four divisions – strategy and mergers & acquisitions, internal audit, group management and corporate communications. All other
administrative divisions (accounting, financing, controlling, legal affairs and IT) were merged into a shared
service center, which acts as a central service provider for the entire Group. A high level overview of the
structure of the PORR Group is as follows:
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(Source: Unaudited internal information of the Company)
The following table provides for an overview of the Company's significant subsidiaries:
Subsidiary
Porr a.s.
PORR (POLSKA) Spólka Akcvjna
Porr Construct S.R.L.
PORR Qatar Construction WLL
Porr Deutschland GmbH
Porr Bau GmbH
PORR SUISSE AG
Porr Umwelttechnik GmbH
Schotter- und Betonwerk Karl Schwarzl
Betriebsgesellschaft m.b.H.
STRAUSS & PARTNER Development
GmbH
TEERAG-ASDAG Aktiengesellschaft
Jurisdiction
Czech Republic
Poland
Romania
Qatar
Germany
Austria
Switzerland
Austria
Direct or indirect holding of the PORR
Group
100% (indirect)
100% (indirect)
99,99% (indirect)
49% (indirect)
94,30% (indirect)
100%
100% (indirect)
100% (indirect)
Austria
100%
Austria
Austria
100%
100% (partly indirect)
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(Source: Unaudited internal information of the Company)
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DESCRIPTION OF SHARE CAPITAL AND
ARTICLES OF ASSOCIATION OF PORR AG
The following is a summary of the material terms of the Company's share capital and Shares, as set out
in the Articles of Association and certain relevant provisions of the Austrian Stock Corporation Act. This description is only a summary and does not contain everything that the Articles of Association contain. The
Company encourages a review of the full Articles of Association, which are available for inspection at the
Company's
principal
offices
or
on
the
Company's
website
http://www.porrgroup.com/fileadmin/content/05_Investor_Relations/08_Hauptversammlung/PORR_Satzung_250214_EN.pd
f. The information on the Company's website is not incorporated by reference into this Prospectus. The
Company's current Articles of Association were last modified at the shareholders' meeting held on July 11, 2013 (and a resolution of the Supervisory Board dated February 18, 2014).
Share Capital
Registered Share Capital
As of the date of this Prospectus and prior to the Offering, the Company's issued and fully paid-in share
capital amounts to €23,805,000, divided into 11,902,500 no-par value ordinary voting bearer shares, each
with a calculated notional amount of €2.00.
Assuming completion of the Offering and the issuance of all 2,645,000 Offer Shares, the Company's issued and fully paid-in share capital will amount to €29,095,000, divided into 14,547,500 Shares, each representing a calculated notional amount of €2.00 of the share capital.
All Shares, including the Offer Shares, are issued under Austrian law. All Shares are freely transferable.
The Company is not aware of any limitation to the rights of non-Austrians to own the Shares or to exercise
voting rights in accordance with the procedures described below.
Form and Certification of the Shares
The Managing Board determines form and contents of the share certificates. Shareholders have no right
to request the issuance of individual share certificates. The Shares are represented by one or more global
certificates deposited with the clearing system of OeKB, Am Hof 4, A-1011 Vienna, Austria.
Changes in the Share Capital in the Past Three Financial Years
As of January 1, 2011, the Company's share capital amounted to €18,913,373.98. Based on the authorization by the shareholders' meeting on November 27, 2008 (authorized capital), (i) the Managing Board resolved on April 11, 2011 with the consent of the Supervisory Board of April 27, 2011 to increase the share
capital by €620,553.33 to €19,533,927.31 against contributions in kind (shares in STRAUSS & PARTNER
IMMOBILIEN GmbH) and (ii) the Managing Board resolved on April 24, 2013 with the consent of the Supervisory Board of April 24, 2013 to increase the share capital in return for cash and contributions in kind by
further €2,090,782.91 to €21,624,710.22. The contribution in kind consisted of receivables against the
Company from a subordinated loan made available to the Company.
The shareholders' meeting (including a separate meeting of the holders of preference shares existing at
that time) held on July 11, 2013 resolved (i) to increase the share capital by converting reserves into share
capital by 2,180,289.78 to €23,805,000 (so that the notional amount per Share increased to €8 per Share),
(ii) to convert the 642,000 preference shares of the Company into ordinary bearer shares by waiving the
dividend preference entitlement of such shares and (iii) to split the existing shares in the ratio of 1:4, thereby increasing the total number of shares to 11,902,500, each representing a calculated notional amount of
€2.00 of the share capital. Such changes to the share capital became effective upon registration on August
23, 2013.
Profit Participation Rights
In addition to the Shares, the Company has issued the PORR Profit Participation Rights, which are profit
participation rights pursuant to section 174 Austrian Stock Corporation Act. The PORR Profit Participation
Rights carry no voting rights and are entitled to a dividend and a share in liquidation proceeds in the ratio of
the share capital to the PORR Profit Participation Rights capital, whereby the PORR Profit Participation Rights
are entitled to a dividend preference of €0.51 per PORR Profit Participation Right. If the preference dividend
or profit share is not paid (or not paid in full) for a financial year, it needs to be paid at a later stage when a
profit is available for distribution. In case of a share capital increase the holders of PORR Profit Participation
Rights are entitled to acquire additional PORR Profit Participation Rights pro rata to the share capital increase or to be otherwise compensated for, by measures at the discretion of the Company, any such dilution.
Further to adjustments made in the context of the changes to the share capital resolved by the Company's shareholders' meeting on July 11, 2013, there are 49,800 PORR Profit Participation Rights outstanding
representing a total capital of €398,400, therefore each PORR Profit Participation Right representing a no- 99-
tional amount of €8.00 of the PORR Profit Participation Rights capital. The PORR Profit Participation Rights
are listed on the unregulated third market of the Vienna Stock Exchange under International Securities
Number (ISIN) AT0000609664.
In the context of the Offering and the related share capital increase, holders of PORR Participation
Rights will have a preferential right to acquire Offer Shares at the Offer Price. See "The OfferingInternational Offering–Preferred Allocation to Holders of PORR Profit Participation Rights".
Authorized Capital 2013
By resolution of the Company's shareholders' meeting on July 11, 2013, the Managing Board has been
authorized, subject to approval by the Supervisory Board, to increase the Company's share capital by up to
€11,902,500 in one or more tranches by the issuance of up to 5,951,250 new no-par value ordinary bearer
shares in return for contributions in cash or in kind (authorized capital). The Managing Board is authorized
to determine the volume of the capital increase, the offering price and the terms of the issue until August 23, 2018. The Managing Board, subject to the approval of the Supervisory Board, may exclude subscription rights in case of a share capital increase against contributions in kind or share capital increases for
the purposes of offering shares to employees of the Company or its affiliates up to a maximum amount of
10% of the share capital. The subscription rights have been excluded by the shareholders' meeting in relation to the issue of greenshoe shares to cover over-allotments up to a maximum of 10% of the share capital.
Capital Increase(s) in Connection with the Offering
The Offer Shares will be issued based on the above-mentioned resolution by the shareholders' meeting
held on July 11, 2013. On April 7, 2014, the Managing Board passed, with the approval of the Supervisory
Board as of the same day, a resolution to increase the Company's share capital from €23,805,000 to up to
€29,095,000 by issuing up to 2,645,000 new no-par value ordinary bearer shares and determined the Maximum Offer Price and other details of the Offering. The final number of the Offer Shares to be issued in the
Pre-placement and the Offer Price are expected to be determined by the Managing Board with the approval
of a special committee of the Supervisory Board on or about April 10, 2014. The final number of the Offer
Shares to be issued in the Rights Offering and in the International Offering is expected to be determined by
the Managing Board with the approval of the special committee of the Supervisory Board on or about
April 28, 2014. Each Offer Share carries full dividend rights from, and including, the financial year starting
January 1, 2014. Following the registration of the share capital increases in connection with the Offering,
and assuming that all Offer Shares will be issued, the Company's share capital will amount to up to
€29,095,000 and will be divided into up to 14,547,500 Shares.
Conversion and Option Rights
As of the date of this Prospectus, there are no conversion or option rights in respect of the Shares issued by the Company or any other member of the PORR Group. There are several option agreements in
place among shareholders in the Company in relation to Shares, to which neither the Company nor any other member of the PORR Group is party and which do not affect the Company's share capital.
Applicable Provisions of Austrian Law
General Information on Capital Measures
Austrian law permits a stock corporation to increase its share capital in any of the following five ways:
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by a shareholders' resolution authorizing the issuance of new shares against contributions in cash or
in kind (ordinary capital increase (ordentliche Kapitalerhöhung));
by a shareholders' resolution authorizing the managing board under the Articles of Association, subject to the approval of the supervisory board, to issue new shares up to a specified amount (not exceeding 50% of the issued share capital) within a specified period, which may not exceed five years
(authorized capital (genehmigtes Kapital));
by a shareholders' resolution authorizing the issuance of new shares up to a specified amount for
specific purposes, such as for employee stock options (not exceeding 10% of the issued share capital), for conversion rights granted to holders of convertible bonds or for use as consideration in a
merger (not exceeding 50% of the issued share capital) (conditional capital (bedingtes Kapital));
by a shareholders' resolution authorizing the managing board to effect a conditional capital increase
with the approval of the supervisory board in order to grant stock options to employees, executives
and members of the managing board up to a certain nominal amount (not exceeding 10% of the issued share capital) (authorized conditional capital (genehmigtes bedingtes Kapital)); or
by a shareholders' resolution authorizing the conversion of free reserves or retained earnings into
share capital, with or without the issuance of new shares (Kapitalberichtigung).
Provided the statutory subscription rights of shareholders are not excluded, an ordinary share capital increase requires a resolution of the shareholders' meeting with a simple majority of the votes cast. All other
share capital increases and ordinary share capital increases together with an exclusion of subscription rights
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require a resolution of the shareholders' meeting with a majority of 75% of the share capital present at the
relevant shareholders' meeting.
In general, except for certain reductions of share capital through redemption of the Company's own
Shares, a resolution relating to the reduction of the Company's share capital requires a majority of 75% of
the share capital present at the relevant shareholders' meeting.
Authorization to Acquire and Sell Treasury Shares
Pursuant to the Austrian Stock Corporation Act, an Austrian stock corporation may acquire its own
shares only in the following limited circumstances:
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upon approval of the shareholders' meeting, for a period not exceeding 30 months and limited to a
total of 10% of the share capital, provided that the Company keeps sufficient reserves and the
shares are listed on a regulated market (such as the Official Market of the Vienna Stock Exchange)
or if the shares are intended to be offered to the stock corporation's employees or employees of
certain affiliated companies; the resolution must determine a minimum and a maximum consideration;
where the shares are acquired for no consideration or where the stock corporation is acting as agent
on a commission basis;
to prevent substantial, immediately threatening damage to the stock corporation (subject to the
limitation of 10% of the share capital);
by way of universal legal succession (Gesamtrechtsnachfolge) (i.e., succession by merger, spin-off
or transformation);
for the purpose of indemnifying minority shareholders, provided that the stock corporation keeps
sufficient reserves; or
as part of a redemption of shares in accordance with the rules for capital decreases approved by the
shareholders' meeting.
A stock corporation cannot exercise shareholders' rights based on own shares held by it, and is not entitled to dividends from such shares.
By resolution of the Company's shareholders' meeting on July 11, 2013, the Company is authorized to
acquire Shares up to 10% of the share capital during a period of 30 months for a consideration of minimum
€2.00 per Share and a maximum consideration corresponding to the (non-volume weighed) average share
price plus 10% during the preceding 10 trading days. In addition, the Company is entitled to sell treasury
shares without offering such shares to all shareholders within 5 years, provided that, inter alia, such sale is
effected to employees of the Company or its affiliates or as consideration for assets transferred to the Company, including real estate, undertakings, business or participations in companies.
The Company holds 11,274 treasury shares as of the date of this Prospectus. Such Shares are held by
Unterstützungskasse von Porr-Betrieben Gesellschaft mbH, an indirectly wholly owned subsidiary of the
Company.
Prior to 2013, Shares held by Unterstützungskasse von Porr-Betrieben Gesellschaft mbH had not been
treated as treasury shares. Based on the restricted object of business of this company, management had
taken the view that Unterstützungskasse von Porr-Betrieben Gesellschaft mbH was not to be qualified as a
company and, therefore, was not a subsidiary for purposes of section 66 Austrian Stock Corporation Act and
section 228 para 3 Austrian Commercial Code. Unterstützungskasse von Porr-Betrieben Gesellschaft mbH
had to use all proceeds from the Shares, including dividend income, to support (former) employees of the
PORR Group in case of financial need. In addition, Unterstützungskasse von Porr-Betrieben Gesellschaft mbH
was exempt from corporate income tax as a non-profit organization. However, the treatment of Unterstützungskasse von Porr-Betrieben Gesellschaft mbH changed due to organizational changes in relation to Unterstützungskasse von Porr-Betrieben Gesellschaft mbH in 2013. Unterstützungskasse von Porr-Betrieben
Gesellschaft mbH sold total 90,348 Shares in three disposal programs on the Vienna Stock Exchange between December 2013 and March 31, 2014.
Redemption/Conversion of Shares
Redemption of Shares is possible in the course of a decrease of the stated share capital resolved by the
shareholders' meeting, or by the Company's purchase of its own Shares. A capital decrease requires a
shareholders’ resolution with a majority of at least 75% of the share capital present or represented at the
shareholders' meeting. The Shares can be converted into a different class of shares (e.g., non-voting preferred shares), but only with the consent of the respective holder or, in case of a conversion negatively affecting other shareholders whose Shares are not converted, the consent of such shareholders.
Summary of the Articles of Association of the Company
The Company's Business Objectives
Pursuant to Section 2 of the Articles of Association, the Company's business objectives include:
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operating an industrial construction business and carrying out all kinds of construction work, including building construction, civil and functional engineering, as well as projecting, developing, planning, erecting, realizing and exploiting construction and real estate projects of all kinds up to turnkey production, including as a general or total contractor and in the form of joint ventures or as a
developer, for its own or other than own account; in particular projecting, developing, planning, realizing, operating and exploiting of office, administration and retail buildings, shopping centers and
department stores, production space, logistics and storage space, private and public residential
buildings, commercial, industrial and production plants, research, educational and cultural institutions, recreational institutions, sports facilities and stadiums, airports, hospitals and clinics,
healthcare and nursing facilities, hotel and tourist infrastructures, thermal spas, swimming pools,
cable cars, ski lifts, sanatoriums and rehabilitation facilities, petrol stations, garages and indoor and
outdoor car parks, steel structures and steel buildings, special structures, roads, special civil engineering, railway and rail construction, tunnels, bridges, power plants, energy and water structures,
sewage, water and other pipeline structures, environmental protection engineering, open line structures, overhead lines and other buildings and infrastructure facilities; and projecting, developing,
planning and realizing of earth structures and foundation engineering, sealing works, painting, road
marking, revitalization and redevelopment, demolitions and recycling;
acquiring, renting, developing, managing, selling, letting and any other exploitation of plots of land
and similar rights and buildings and establishing condominium ownership and commercial, technical
and infrastructural development of real property;
technology development and technology management and projecting, developing, producing, operating and exploiting plants and systems in the fields of construction and the building materials industry, environmental and process engineering, environmental protection and plant construction
and mechanical engineering;
project development, project management, planning, financing, erecting, operating and brokerage
and realization of buildings and infrastructure facilities, including for municipal supply and disposal,
for telecommunications, for energy generation, in the field of environmental technology and environmental protection, for the means of transport railway, road, water and air, for hospitals and
healthcare, for other public institutions, administration buildings, educational and research facilities
and operating and production plants or parts thereof and services related to such infrastructure;
implementing privately funded operator models for buildings, infrastructure and plants of all kinds,
including planning, erecting, financing and managing the same and rendering related services;
processing, recycling and recovery of raw materials;
identification and remediation of contaminated sites and the projecting and development work necessary therefor;
obtaining, exercising and other exploitation of relevant permits, patents, utility patents, licenses,
trade mark rights and registered design rights and other proprietary rights;
carrying on all trades and exercising any other licenses that are necessary or useful for achieving
the objects of the Company's business;
letting of movable and immovable fixed assets, including but not limited to machinery, equipment
and plants;
provision of services of all kinds in the field of logistics, transportation and forwarding, and operation of plants that are necessary and useful for operation of such businesses;
construction and operation of facilities and plants of all kinds, in particular of concrete and asphalt
mixing plants, quarries, crushed stone, sand, gravel and clay pits, engineering works, repair shops,
concrete and prefabricated component factories and plants in the field of environmental engineering, e.g., landfills, water supply, sewage and wastewater treatment plants, landfill gas plants, soil
treatment plants, building materials recycling plants, waste treatment and waste disposal plants;
carrying on and providing all services, auxiliary and secondary business related to the objects of the
Company's business;
rendering commercial, legal and technical services and taking on management tasks; technical and
financial management of subsidiaries and associated companies, in particular research and development, planning and consulting, statics and design, calculation, central purchasing and procurement, construction supervision and organization, financial management, accounting and taxes, contract and risk management, controlling, building logistics, physics and process management, preparation of work, project handling, human resources and quality management, information technology, distribution and marketing unless such activities are reserved for other occupations; and
all transactions that may be necessary or useful for achieving the objects of the Company's business, including in all areas of activities that are similar or related to objects of the Company's business. Banking business for which a license is required shall be excluded.
Voting Rights
Each of the Company's shares entitles its holder to one vote at the shareholders' meeting. Neither the
Austrian Stock Corporation Act nor the Articles of Association provides for a minimum quorum for the shareholders' meeting. As a general rule, shareholders may pass resolutions at a shareholders' meeting by a simple majority of the votes cast.
A majority of 50% of the share capital present at a shareholders' meeting is required for:
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an amendment to the Articles of Association (except for changing the business objectives);
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an increase of share capital (without exclusion of subscription rights); and
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the issuance of convertible bonds, participation bonds (Gewinnschuldverschreibungen) and participation rights (Genussrechte) (without exclusion of subscription rights).
The following measures require by law and the Articles of Association (which reduce the majority requirements under applicable law to 50% of the votes cast where possible) a majority of at least 75% of the
share capital present at a shareholders' meeting:
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change of the business objectives;
increase of share capital (with a simultaneous exclusion of subscription rights);
approval of authorized capital or conditional capital;
decrease of share capital;
the issuance of convertible bonds, participation bonds and participation rights (with a simultaneous
exclusion of subscription rights);
transformation of the Company into a limited liability company;
approval of a merger or a spin-off (proportionate to shareholdings);
transfer of all assets of the Company; and
approval of profit pools or agreements on the operation of the business.
A majority of 90% of the entire share capital is required for a squeeze-out of minority shareholders pursuant to the Act on the Squeeze-out of Minority Shareholders (Gesellschafter-Ausschlussgesetz) or for a
demerger disproportionate to shareholdings pursuant to the Spin-Off Act (Spaltungsgesetz).
A shareholder or a group of shareholders with an aggregate holding of at least 20% of the share capital
may object to settlements or waivers of liability claims of the Company against members of the managing
board, the supervisory board or certain third parties.
A shareholder or a group of shareholders with an aggregate holding of at least 10% of the share capital
may in particular:
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request the court to appoint a special auditor with respect to the establishment of the Company or
management activities, that took place within the last two years if the shareholders meeting objected to pass a corresponding resolution and if reasonable grounds are provided that indicate improprieties or a material breach of law or the Company’s articles of association;
demand that the court shall revoke the appointment of members of the supervisory board for
cause;
if the shareholders meeting has appointed a special auditor, veto the appointment of a special auditor if this appears necessary for reasons relating to the individual special auditor appointed, namely
if concerns as to his expertise, impartiality or reliability exist and request a court to appoint another
special auditor;
request an adjournment of the shareholders' meeting if specific items in the annual financial statements are found to be incorrect by the shareholders requesting such adjournment; and
request the assertion of claims for damages on behalf of the Company against members of the
managing board, the supervisory board, shareholders or certain third parties, if the claim is not obviously unfounded.
A shareholder or a group of shareholders holding in the aggregate at least 5% of the share capital may
in particular:
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request the calling of a shareholders' meeting or call a shareholders' meeting upon judicial authorization, if neither the managing board nor the supervisory board complies with a request for a
shareholders' meeting;
request the inclusion of items on the agenda of the next shareholders' meeting, in which case also
proposed resolutions for a specific item on the agenda (including a reasoning therefore) need to be
provided;
request assertion of damage claims by or on behalf of the Company against members of the managing board, the supervisory board or certain third parties, if a special report reveals facts that may
lead to damage claims against any such person;
request court appointment of another auditor of the financial statements for cause;
apply to the court for the appointment or removal of liquidators for cause;
apply to the court to order an audit of the annual financial statements during liquidation for good
cause; and
contest the validity of a shareholders' resolution, if such resolution provides for amortization, accumulated depreciation, reserves and accruals exceeding the limits set forth by law or the Articles of
Association.
A shareholder or a group of shareholders with an aggregate shareholding of at least 1% of the share
capital is entitled to submit proposals on the resolutions to be adopted pursuant to each item of the agenda
of an already announced shareholders' meeting and request that the proposals, including the reasoning
therefore, be made available on the Company's website.
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Each individual shareholder may, in limited circumstances and periods set forth by law, file an action for
the rescission or the annulment of resolutions passed by the shareholders' meeting.
Shareholders' Meetings
Shareholders' meetings of the Company take place at the registered seat of the Company in Vienna,
Austria, or the capital of an Austrian province or the registered seat of a subsidiary or branch office. The
Managing Board or the Supervisory Board are entitled to call a shareholders' meeting. In addition, a shareholder or a group of shareholders with an aggregate shareholding of at least 5% of the share capital during
the last three months may request the calling of a shareholders' meeting.
The Company must publish an invitation notice of the shareholders' meeting; the minimum period between the publication of the invitation notice and the day of the ordinary shareholders' meeting must be
28 days or 21 days in case of an extraordinary shareholders' meeting. Shareholders may appoint proxies to
represent them at shareholders' meetings. The right to attend a shareholders' meeting, the right to exercise
voting rights and all other shareholder rights in the shareholders' meeting are dependent upon the Company
having received evidence that the Shares are held on the applicable record date (which is the end of the 10th
day prior to the day of the shareholders' meeting), at the address as specified in the notice announcing the
shareholders' meeting, at least three business days before the shareholders' meeting. The depository may
be any credit institution having its registered seat in a member state of the European Economic Area or a
country that is a full member of the Organization for Economic Co-operation and Development ("OECD").
The chairman of the Supervisory Board presides at shareholders' meetings of the Company. If the
chairman is not present, then the deputy chairman presides. If the deputy chairman is not present, the
shareholders' meeting, under the direction of the notary public, will elect a chairman. All resolutions of the
shareholders' meeting may be passed by a simple majority of the votes cast or, in the event that a majority
of the share capital present is required, by simple majority of the share capital present, unless Austrian law
or the Articles of Association require a qualified majority vote. A shareholders' meeting has no minimum
quorum requirements.
The Company's annual shareholders' meeting, which must take place within the first eight months of a
financial year and is called by the Managing Board upon the receipt of the Supervisory Board's report on the
annual financial statements, has to pass resolutions on the following matters:
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approval of the annual financial statements, unless approved by the Supervisory Board;
distribution of profits;
approval of actions of the members of the Managing Board and the Supervisory Board in the preceding financial year; and
appointment of the auditors.
Under certain circumstances, such as when a resolution violates the Articles of Association or the Austrian Stock Corporation Act, shareholders may petition the competent court to challenge or petition for a decree of nullity of resolutions adopted at the shareholders' meeting.
Under Austrian law, the rights of holders of the shares as a group can be changed by amendment of the
Articles of Association. This generally requires a majority of 75% of the share capital present in the relevant
shareholders' meeting or additional requirements where provided by law.
Neither Austrian law nor the Articles of Association restrict the right of non-resident or foreign holders of
the Shares to hold or vote the Shares. Shareholders may appoint proxies to represent them at shareholders'
meetings. As of the date of the Prospectus, different voting rights do not exist.
Holders of PORR Profit Participation Rights are entitled to attend a shareholders' meeting and to ask
questions but have no voting right and no other shareholder rights.
Other Shareholder Rights
Dividend rights
The existing Shares carry full dividend rights from the financial year ended December 31, 2013. The Offer Shares will carry full dividend rights from the financial year commencing on January 1, 2014.
The Company's financial year commences on January 1 and ends on December 31. During the first five
months of each financial year, the Managing Board has to prepare the annual financial statements, including
notes and the report of the Managing Board, for the previous financial year and present them, after they
have been audited by the auditor, together with a proposal for distribution of the net profit, to the Supervisory Board. The Supervisory Board has to provide a statement on the annual financial statements to the
Managing Board within two months after the presentation thereof. The Supervisory Board also has to render
a report to the shareholders' meeting. In accordance with the Commercial Code and the Stock Corporation
Act, the Company may pay dividends only out of net profits (Bilanzgewinn) (see "Dividend Policy").
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At the annual shareholders' meeting, the shareholders decide, by resolution, based on the recommendation of the Managing Board, and the report of the Supervisory Board, whether dividends will be paid for any
financial year and on the amount and timing of any such dividend payments. Unless the shareholders' meeting resolves otherwise, dividends that are approved by the shareholders' meeting are due and payable within twenty-one days of such meeting (unless the shareholders' meeting resolves otherwise) and will be distributed to the shareholders on a pro rata basis, based on the contributed capital. Capital contributed during
a business year will receive a pro rata dividend distribution since the day of the capital contribution. Upon
the issuance of new shares other rules for dividends rights may be determined.
The net profits (Bilanzgewinn) of the Company are to be distributed based on the Articles of Association
as follows:
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first, an amount of €0.51 per PORR Profit Participation Right and any outstanding amounts payable
to holders of PORR Profit Participation Rights in respect of earlier financial years are distributed to
the holders of the PORR Profit Participation Rights;
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subsequently, shareholders receive a corresponding amount per Share; and
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finally, any excess amount is to distributed among the holders of PORR Profit Participation Rights
and the shareholders based on the ratio of the capital of the PORR Profit Participation Rights to the
share capital, unless the shareholders' meeting determines another use (e.g., the shareholders'
meeting may decide that any excess net profits or parts thereof are excluded from dividend distribution to retain profits).
Dividends that have not been collected by shareholders within three years are deemed forfeited and become part of the Company's unrestricted reserve (freie Rücklage). For information on the dividend policy,
see "Dividend Policy".
Liquidation proceeds
A resolution to dissolve the Company must be approved by shareholders representing 80% of the share
capital present at the relevant shareholders' meeting. If the Company is dissolved, any assets remaining after the discharge of liabilities and supplementary capital will be distributed to the holders of PORR Profit Participation Rights and the shareholders as follows:
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first, the holders of PORR Profit Participation Rights receive any profit shares for prior financial years
not paid and outstanding together with the pro rata share of each PORR Profit Participation Right in
the capital of the PORR Profit Participation Rights (currently €8 per PORR Profit Participation Right);
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subsequently, the shareholders receive the calculated notional amount per Share in the share capital (currently, €2 per Share); and
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any excess amount is to distributed among the holders of PORR Profit Participation Rights and the
shareholders based on the ratio of the capital of the PORR Profit Participation Rights to the share
capital.
Subscription rights
In principle, holders of the shares have subscription rights (Bezugsrechte) allowing them to subscribe
for any newly issued shares (including securities convertible into shares, securities with warrants to purchase shares, securities participation bonds or participation rights) or other securities convertible into
Shares or having warrants to acquire Shares attaching to them in order to maintain their existing share in
the share capital. Such subscription rights are in proportion to the number of shares held by the shareholder. Shareholders may waive their subscription rights.
Subscription rights in connection with a capital increase may be excluded by a resolution of 75% of the
share capital present at the shareholders' meeting resolving upon the capital increase. Furthermore, in the
case of a shareholders' resolution resolving upon authorized capital, the shareholders may, with a majority
of 75% of the share capital present at the relevant shareholders' meeting, exclude the subscription rights or
authorize the managing board to exclude the shareholders' subscription rights upon the issuance of authorized capital. In the latter case, the decision of the managing board to issue the shares out of authorized capital and to exclude the shareholders' subscription rights requires the consent of the supervisory board and
the management board has to render and publish a report on the reasons for the exclusion of subscription
rights. There are no subscription rights in the event of a share capital increase from conditional capital.
Treasury shares held by or on behalf of the Company are not entitled to subscription rights.
It is not considered an exclusion of subscription rights if new shares are acquired by a credit institution,
which undertakes to offer the new shares to those persons who would otherwise have subscription rights.
The rights of the shareholders against such credit institution are fully substituted for and are treated as being the subscription rights.
Pursuant to the Austrian Stock Corporation Act, the period for the exercise of subscription rights may
not be less than two weeks. The managing board must publish a notice of the issue price and the commencement and duration of the exercise period in the Official Gazette. Shareholders are generally permitted
to transfer their subscription rights.
Holders of PORR Profit Participation Rights are not entitled to subscription rights for new shares but are
entitled to compensation for any dilution suffered by measures at the discretion of the Company.
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Change or impairment of shareholder rights
The Austrian Stock Corporation Act contains provisions to protect individual shareholders. In particular,
the Company must, under equal circumstances, treat shareholders equally, unless the shareholders concerned agree otherwise. Furthermore, measures that would result in changes to, or restrictions on, shareholders' rights usually require a shareholders' meeting resolution to be passed, for example in the case of an
increase in share capital or any exclusion of subscription rights. The Articles of Association do not provide for
more stringent conditions for the exercise of shareholders' rights than those provided by law. In addition,
the Articles of Association do not allow changes to, or restrictions on, shareholders' rights under less stringent conditions than those provided by law.
Squeeze-out
A shareholder with an aggregate shareholding of at least 90% of the entire share capital (such limit may
be altered by the articles of association, but has not been altered in the Articles of Association) can squeezeout the remaining shareholders pursuant to the Austrian Act on the Exclusion of Shareholders against adequate cash compensation. The squeeze-out right is general and is not limited to a preceding offer pursuant
to the Takeover Act. The minority shareholders are, in principle, not entitled to block the squeeze-out, but
have the right of separate judicial review of the fairness of the cash compensation paid. Where a squeezeout follows an offer pursuant to the Takeover Act, the consideration offered in the takeover bid is presumed
to be fair where, through the acceptance of the offer, the bidder has acquired shares representing no less
than 90% of the share capital conferring voting rights in the target company.
Managing Board and Supervisory Board
Overview
The Company has a two-tier management and oversight structure, consisting of the Managing Board
and the Supervisory Board. The Managing Board is responsible for managing the business and represents
the Company in dealings with third parties. It is bound by applicable Austrian law, the Articles of Association
and its internal rules of procedure for the managing board as adopted by the Supervisory Board. The Supervisory Board generally monitors the management of the Company but is not permitted to make management decisions. It is also responsible for appointing and removing the members of the Managing Board, representing the Company in connection with transactions between a member of the Managing Board and the
Company, and approving matters for which its approval is required by law or by the Articles of Association
or the rules of procedure of the Managing Board.
Managing board
The Managing Board is appointed by the Supervisory Board for a maximum period of five years. Members of the Managing Board may be re-elected. The Articles of Association do not contain any personal qualification requirements. The Supervisory Board may remove a member of the Managing Board prior to the expiration of his term only for cause, such as a material breach of duty, the inability to manage the business
properly or a vote of non-confidence by the shareholders' meeting. The shareholders themselves are not entitled to appoint or dismiss the members of the Managing Board.
The Managing Board is required to report to the Supervisory Board at least annually regarding fundamental questions of future business policy. The Managing Board is also required to report to the Supervisory
Board regularly, at least quarterly, on the progress of business operations and on the results of the Company's and the Group's business against forecast. The Managing Board is obliged to inform the Supervisory
Board of any incidents that may be of significance to the Company's or the Group's business operations.
Pursuant to the Articles of Association, the Managing Board must consist of between two and six members. Currently, it consists of three members. According to the Austrian Stock Corporation Act and the Articles of Association, the Supervisory Board may appoint one Managing Board member as chairman, whose
vote is decisive in the case of a parity of votes, and may also appoint one or more deputy chairmen. KarlHeinz Strauss has been appointed chairman of the Managing Board. The Company is represented by two
members of the Managing Board or by one member of the Managing Board together with a holder of a special statutory power of attorney (Prokurist).
The Managing Board has, in principle, no obligation to obey orders or directives originating from the
shareholders' meeting or from the Supervisory Board. However, both the Austrian Stock Corporation Act and
the Articles of Association, together with the Managing Board's rules of procedure, require the consent of the
Supervisory Board or one of its committees before the Managing Board may take certain actions. A failure
by the Managing Board to obtain such consent does not affect the validity of transactions with respect to
third parties, but may render the Managing Board liable for any damages resulting therefrom. The consent
of the Supervisory Board is required for material decisions such as:
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the acquisition and disposal of participations (section 228 of the Commercial Code) exceeding an
amount of ATS 2,000,000 (equivalent to €145,346) in each individual case as well as the acquisition, the disposal and the closure of undertakings and businesses exceeding an amount of
ATS 2,000,000 (equivalent to €145,346) in each individual case;
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the establishment and close-down of branch offices;
the acquisition, disposal and encumbrance of real estate exceeding an amount of ATS 5,000,000
(equivalent to €363,364) in each individual case;
investments exceeding an amount of ATS 30,000,000 (equivalent to €2,180,190) in each individual
case as well as investments exceeding an amount of ATS 200,000,000 (equivalent to €14,534,600)
in total in one financial year, in which case the Managing Board has to present an annual budget
and keep it updated on a continuous basis;
the issuance of bonds and the raising of debt exceeding an amount of ATS 30,000,000 (equivalent
to €2,180,190) in each individual case as well as exceeding an amount of ATS 200,000,000
(equivalent to €14,534,600) in total in a financial year, in which case the Managing Board has to
present an annual financial plan and keep it updated on a continuous basis;
the granting of loans and credits outside the ordinary course of business exceeding an amount of
ATS 15,000,000 (equivalent to €1,090,090) in each individual case as well as exceeding an amount
of ATS 50,000,000 (equivalent to €3,633,640) in total in a financial year;
the establishment and the close-down of lines of business and types of production;
general business policies and strategies;
the determination of principles on the granting of profit and turnover participations and pension
commitments to executives within the meaning of section 80 para 1 Stock Corporation Act;
the granting of special power of attorney (Prokura).
Supervisory Board
The Supervisory Board supervises the Managing Board and can request a report on matters concerning
the Company or the Group as a whole, but does not actively engage in the management of the Company.
Supervision is exercised by the examination of regular reports, which must be provided by the Managing
Board. The Supervisory Board must also approve certain transactions prior to their implementation. The Supervisory Board may inspect and review all books, documents and assets. The Supervisory Board also reviews the financial statements, the Managing Board's report regarding all significant incidents, which must
be regularly provided by the Managing Board to the Supervisory Board, reports in connection with the annual financial statements and proposals to the shareholders' meeting concerning the distribution of profits and
reports thereon. The Supervisory Board must convene a shareholders' meeting if it is in the best interests of
the Company.
Pursuant to the Articles of Association, the Supervisory Board consists of minimum three and a maximum of twelve members elected by the shareholders' meeting, plus the members delegated by the works
council. The Austrian Labor Constitutional Act (Arbeitsverfassungsgesetz) entitles the works council to designate one of its members for every two members of the Supervisory Board elected by the shareholders'
meeting, and in case of an uneven number of elected members, an additional works council member. The
works council members have substantially the same rights and obligations as the other members of the Supervisory Board. Should the works council fail to fill some or all of their allotted seats on the Supervisory
Board, those seats remain vacant. Members of the Supervisory Board delegated by the works council can be
removed only by the works council itself. Any works council member of the Supervisory Board who ceases
for any reason to be a member of the works council will also lose its position on the Supervisory Board. Unlike the members of the Supervisory Board elected by the shareholders' meeting, the members designated
by the works council are employees of the Group. The works council may replace any employee representative at any time. Currently, the Supervisory Board consists of ten members elected by the shareholders'
meeting and five members delegated by the works council.
No members of the Supervisory Board elected by the shareholders may, (if not appointed for a shorter
period), serve for a period beyond the annual shareholders' meeting deciding on the discharge of the Supervisory Board members for the fourth financial year following the financial year of their election (whereby the
year of election is not taken into account). Members of the Supervisory Board may be re-elected. The
shareholders' meeting may remove any Supervisory Board member it has elected by a simple majority of
the votes cast at the relevant shareholders' meeting.
The Supervisory Board elects a chairman and a deputy chairman. Members of the Supervisory Board
may resign by written notice. The resignation takes effect at the earliest 21 days following receipt of the notice by the Company. In the event an elected member resigns from the Supervisory Board before the expiry
of its term, the next shareholders' meeting may elect a replacement. The term of office of the replacement
member runs until the expiry of the original term of the member resigning (unless the shareholders' meeting resolves otherwise). An extraordinary shareholders' meeting must elect a replacement within six weeks
if the number of Supervisory Board members has fallen below three. The Supervisory Board adopts its own
rules of procedure.
The Supervisory Board has to meet at least quarterly. At least three members of the Supervisory Board
(one of the being the chairman or deputy chairman) must be present at a meeting to constitute a quorum.
The Supervisory Board may resolve on a matter that has not been placed on the agenda only if this matter
has been placed on the agenda unanimously by all members of the Supervisory Board. Except where a different majority is required by law or the Articles of Association, the Supervisory Board acts by a simple majority of the votes cast. In the case of a split vote, the chairman casts the deciding vote.
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Supervisory Board committees
The Austrian Stock Corporation Act and the Articles of Association allow for the creation of committees
that may be granted the power to finally resolve specified issues. The decision-making powers of such committees are regulated in the rules of procedure adopted by the Supervisory Board.
According to the Articles of Association, each committee is comprised of two or more members. Members of the supervisory board who have been delegated by the works council may be represented in committees in proportion to their representation on the Supervisory Board (except for the committee on managing board matters, including compensation of managing board members). The committees each appoint a
chairman and a deputy chairman. For committee meetings, a quorum is present if all members have been
duly invited and at least three members of the Supervisory Board committee (one of the being the chairman
of the committee or its deputy) are in attendance. Currently, the Supervisory Board has formed an audit
committee and a staff committee (covering the matters of the Managing Board).
Audit committee
The audit committee (Prüfungsausschuss) is responsible for (i) monitoring the accounting process, (ii)
monitoring the efficiency of the internal control system, the internal revision system, if applicable, and the
risk management system of the Company, (iii) monitoring the audit of the (consolidated) financial statements, (iv) reviewing and monitoring the auditor's independence, particularly in respect of additional services rendered by the auditor to the Group, and (v) the review and preparation of the approval of the separate financial statements and consolidated financial statements (and the respective management report and
consolidated management report), the review of a the proposal for the distribution of a dividend and the
corporate governance report and reporting to the Supervisory Board. Furthermore, the audit committee
proposes an auditor, which proposal needs to be approved by the shareholders' meeting before the auditor
is appointed. One member of the audit committee must be a person with special knowledge and practical
experience in finance and accounting and reporting (financial expert). Persons who were members of the
Managing Board, executives or auditors of the Company or who signed the audit opinion in respect of the
Company during the past three years may not qualify as financial expert and must not serve as chairman of
the audit committee. In addition to the members of the audit committee, the Managing Board members may
attend audit committee meetings. A representative of the auditor is required to attend the audit committee
meeting concerned with the preparation of the approval of the (consolidated) financial statements and its
audit; in addition, the auditor has to report on the audit in such meeting. Other members of the Supervisory
Board or third parties (e.g., experts) may attend audit committee meetings upon approval by the chairman
of the Supervisory Board. The audit committee meets at least twice a year. The current members of the audit committee are Klaus Ortner, Karl Pistotnik, Karl Samstag (financial expert), Thomas Winischhofer, Bernhard Vanas, Walter Huber, Michael Tomitz and Peter Grandits.
Staff committee
The staff committee (Personalausschuss) is responsible for matters in relation to the Managing Board,
including compensation of the members of the Managing Board. The current members of the staff committee are Klaus Ortner, Susanne Weiss and Karl Pistotnik.
Duty of loyalty and duty of care
Members of the Managing and Supervisory Boards owe a duty of loyalty and care to the Company. In
carrying out their duties, members of the Managing and Supervisory boards must exercise the standard of
care of a prudent and diligent business person. Both boards are required to take into account a broad range
of considerations in making their decisions, including the Company's interests and those of the shareholders,
employees, creditors, and the public. The managing board is required to respect such constituents' rights to
equal treatment and equal information.
Under Austrian law, shareholders and other parties are prohibited from giving instructions to the Managing Board or the Supervisory Board and from using their influence to cause a member of the Managing
Board or the Supervisory Board to act in a way that is harmful to the Company or its shareholders. A controlling shareholder may not cause the Company to take measures disadvantageous to the Company or the
other shareholders. An individual shareholder or any other person exerting influence to cause a member of
the Managing Board or the Supervisory Board to act in a way that is unfavorable to the Company or its
shareholders may be liable for damages to the Company and the shareholders. Board members who have
neglected their duties by taking such actions may likewise be jointly and severally liable for damages to the
Company.
As a general rule, the Austrian Stock Corporation Act does not provide a shareholder with any direct recourse against the members of the Managing Board or the Supervisory Board in the event that they are
deemed to have breached their duties. Apart from insolvency or tort claims, only the Company itself has the
right to claim damages from the members of either the Managing Board or the Supervisory Board. The
Company may waive its right or settle these claims only if five or more years have passed since the alleged
breach and if the shareholders approve the waiver or settlement at a shareholders' meeting by a simple majority of the votes cast, and provided that opposing shareholders do not hold, in the aggregate, 20% or
more of the share capital (if such claims are not obviously unfounded, this threshold is reduced to 10% or, if
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special reports reveal facts that may entitle to such claims, to 5%) and do not oppose and have their opposition formally recorded in the minutes maintained by an Austrian notary public.
Other Provisions
Pursuant to the Articles of Association, to the extent mandatorily required by law, publications of corporate announcements by the Company are to be made in the Official Gazette.
Compliance with the Austrian Corporate Governance Code
Good corporate governance enables effective management control and safeguards shareholder interests. The Austrian Code of Corporate Governance (the "Code") was published by the Austrian Working
Group on Corporate Governance, a group of private organizations and individuals, for the first time in 2002.
This voluntary self-regulatory initiative is designed to reinforce the confidence of investors by improving reporting transparency, and the quality of cooperation between supervisory board, managing board and
shareholders, to provide for accountability and promote sustainable, long-term value.
The Code primarily applies to Austrian stock market-listed companies that undertake to adhere to its
principles. Commitment to apply the Code is only required for companies traded in the Prime Market segment of the Vienna Stock Exchange. The Code is based on statutory provisions of Austrian corporate law,
securities law and capital markets law (legal requirements – "L-Rules"). In addition, the Code contains rules
considered to be a part of ordinary international practice, such as the principles set out in the OECD Principles of Corporate Governance. Non-compliance with some of these rules must be explained to the shareholders' meeting (comply or explain – "C-Rules"). However, the Code also contains rules that are voluntary
and do not require explanation if not followed (recommendations – "R-Rules"). The Code was last amended
in July 2012 to reflect changes in applicable Austrian and European regulations. The principal rules and recommendations of the Code include:
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equal treatment of shareholders under equal circumstances;
the managing board's information and reporting duties should be determined by the supervisory
board;
remuneration for the members of the managing board should comprise fixed and business performance related components (based on long-term indicators); the individual remuneration for each
member of the managing board should be reported in the annual financial statements;
stock option plans should be approved by the shareholders' meeting and be based on objective parameters to be defined in advance; subsequent changes of the parameters should not be possible;
number and distribution of the options granted, the exercise prices and the respective estimated
values at the time they are issued and upon exercise shall be reported in the annual report;
conflicts of interests of members of the managing board and the supervisory board should be disclosed in the annual financial statements;
supervisory board committees should be established, in particular an audit committee (for accounting and auditing issues), a remuneration committee (for remuneration and other issues with management board members) and a nomination committee; the remuneration and the nomination
committee may be identical;
supervisory board members may not assume any functions on the boards of other enterprises that
are competitors of the company;
the number of members of the supervisory board (excluding employees' representatives) should be
ten or less; supervisory board members should not sit on the supervisory boards of more than eight
other listed companies (acting as a chairperson counts twice);
annual and quarterly financial statements (prepared in accordance with internationally recognized
accounting standards) should be published in a timely manner (within four and two months, respectively) and must remain publicly available for at least five years;
communication structures should be established to meet information needs of shareholders in a
timely and adequate manner, in particular by using the internet; dates essential for shareholders
should be communicated sufficiently in advance; consolidated financial statements and interim reports should be published on the company's website in German and English;
any director's dealings should be disclosed on the company's website directly or by referring to the
website of the FMA;
prior to appointing independent auditors, the supervisory board should receive a statement disclosing any relationship between the auditors (including related parties) and the company and its management board;
the independent auditors should make regular assessments of the company's risk management;
and
an annual report regarding compliance with the Code should be included in the annual financial
statements posted on the company's website.
So far, the Company has not formally committed to adhere to the rules of the Code as there has been
no requirement to do so given that the Shares trade in the Standard Market Continuous (but not in the
Prime Market) segment. Nevertheless, the Company currently complies not only with all L-Rules, but also
with most of the C-Rules of the Code.
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REGULATION OF AUSTRIAN SECURITIES MARKETS
The following summary of Austrian securities markets regulation is for general information only and describes significant issues regarding Austrian securities markets regulation. The summary does not purport to
be a comprehensive description of all of the topics discussed below.
General
The Austrian securities markets are regulated by a number of laws and regulations. The most important
federal laws are the Stock Exchange Act and the Capital Markets Act (as well as a number of regulations,
such as the Issuers' Compliance Regulation (Emittenten-Compliance-Verordnung) and the Publication Regulation (Veröffentlichungs-Verordnung), regulating the publication of, among others, reports on the granting
of stock options. In addition, the Takeover Act applies to takeovers of shares of listed companies.
Disclosure of Shareholdings
If natural persons or legal entities (irrespective of whether domestic or foreign), directly or indirectly,
acquire or sell shares in a stock corporation for which Austria is the home member state and the shares of
which are listed on the Official Market or the Second Regulated Market of the Vienna Stock Exchange, then
these persons or entities are obliged to notify the FMA, the Vienna Stock Exchange as well as the Company
within two trading days after the acquisition or disposal of a major shareholding, provided that the proportion of the voting rights held reaches, exceeds or falls below a threshold of 4%, 5%, 10%, 15%, 20%, 25%,
30%, 35%, 40%, 45%, 50%, 75% or 90%, respectively, as a consequence of the acquisition or disposal.
The two trading days begin to run when the shareholder of a major shareholding gains, or should have
gained, knowledge of the acquisition or sale.
The notification requirements of the Austrian Stock Exchange Act also apply to persons entitled to exercise voting rights in the following cases:
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voting rights of the other parties to a share pooling agreement with that person for the purpose of
adopting a lasting common policy towards the management of a company by voting shares in concert;
voting rights attaching to shares that such person pledged as collateral or has an usufruct interest
(Nießbrauch) in, provided, that such person may exercise voting rights without the express instruction of the pledgee or can influence the pledgee's voting rights;
voting rights exercised by an undertaking in which that person holds a direct or indirect controlling
interest (as defined in the Takeover Act) or attributed to that person pursuant to the Takeover Act;
and
voting rights which may be exercised by that person without being shareholder or as proxy at its
own discretion in the absence of specific instructions from the shareholders.
In addition, the disclosure requirements also apply to any person who directly or indirectly reaches, exceeds or falls below the just mentioned thresholds by holding certain financial or comparable instruments
such as option rights, convertible bonds, futures or contracts for difference or certain swaps. In each case,
rules on the aggregation of various positions in voting rights and financial instruments need to be observed.
The notification by the shareholder to a company needs to include the number of voting rights held after
the acquisition or disposal of shares, the chain of controlled undertakings through which voting rights are effectively exercised, the date on which the threshold was reached or exceeded as well as the identity of the
shareholder and proxy. The above thresholds are calculated based on all shares carrying voting rights even
if the exercise thereof is suspended. The notification requirements of the Austrian Stock Exchange Act also
apply to voting shares of the same class or if the thresholds are reached through an event causing a decrease in voting rights. To this extent, the Company is required to publish in a community wide electronic information system the total number of voting rights and share capital at the end of any given calendar month
in which an increase or decrease of voting rights or capital occurs.
The Company is required to so disclose all information notified by a shareholder having reached or exceeded the above thresholds within two trading days of being notified thereof.
In case the disclosure requirements are not complied with, voting rights may be temporarily suspended
and administrative fines of up to €150,000 may be imposed.
If a company repurchases or disposes of its own shares it must publish the proportion of its own shares
equaling, exceeding or falling below 5% or 10% of the voting rights within two days of the purchase or disposal.
Management Trading in Shares (Director's Dealing)
Persons exercising managerial responsibilities (in particular members of the managing or supervisory
board) of the Company must publish and notify the FMA within five business days of the existence of any
transactions conducted on their own account relating to such issuer's shares, or to derivatives or other financial instruments linked to such shares. This obligation is only applicable if the aggregate value of such
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transactions (including transactions of persons related to those with managerial responsibilities) exceeds
€5,000 per calendar year. The form, content and type of disclosure of directors’ dealings notifications are
regulated by the Disclosure and Reporting Regulation (Veröffentlichungs- und Meldeverordnung).
The same rules apply to persons who have a close relationship with persons undertaking managerial responsibilities, for example spouses, dependent children as well as any other family members who have lived
in the same household for at least one year. Persons who have such close relationships are, in addition, legal entities, fiduciary institutions or partnerships which are managed by such a person or which are directly
or indirectly controlled by such a person, or which have been established for the benefit of such a person or
whose business interests, to a large extent, are similar to those of such a person.
Violations of directors' dealings constitute an administrative offence and may be fined by the FMA in an
amount of up to €60,000.
Insider Rules and Ad Hoc Publicity
Insider Rules
Austrian law prohibits the abuse of inside information in Austria or abroad with regard to financial instruments admitted to trading on a regulated market in Austria or for which an application for admission to
such regulated market has been made. Austrian law further prohibits the abuse of inside information committed in Austria with regard to financial instruments admitted to trading on a regulated market in another
EEA member state or for which an application for admission to such regulated market has been made. Furthermore, such prohibitions also apply to financial instruments not admitted to a regulated market provided
that such financial instruments depend on the value of a financial instrument that is admitted to a regulated
market or for which an application for admission to such regulated market has been made.
For the purposes of the abuse of inside information described in this section, the term "regulated market" also includes unregulated markets in the form of multilateral trading facilities (e.g., the Unregulated
Third Market of the Vienna Stock Exchange).
Inside information is defined as detailed information not known to the public which, directly or indirectly,
concerns one or more issuers of financial instruments, or one or more financial instruments, and which
would, if it were publicly known, substantially influence the quoted value of such financial instruments or of
derivatives linked to them, because a reasonable investor would likely use such information as the basis for
his investment decision. An insider is any person who has access to inside information either due to his position as a member of the administrative, managing or supervisory body of an issuer or due to his profession,
occupation, responsibilities or shareholding in the issuer (so called primary insider (Primärinsider)). Any person who gains access to inside information by way of a criminal offence is also an insider. If an insider is a
legal rather than a natural person those persons who participate in the execution of the relevant transaction
on behalf of such legal person shall be deemed insiders. Furthermore, any person who does not qualify as
an insider will nevertheless be responsible under the insider trading rules if such person knows or, but for
gross negligence, should have known, that such information qualifies as inside information and makes use of
such information in a penalized way.
Any insider who uses inside information with the intent to gain a pecuniary advantage for himself or a
third party by buying or selling financial instruments or by offering or recommending such instruments to
third parties, or who provides access to such information to third parties without being required to do so, is
subject to a criminal penalty of up to three years' imprisonment. If the financial advantage achieved exceeds
€50,000, the penalty is between six months' and five years' imprisonment. If this criminal offence is committed by a person who is not an insider, but has inside information which has been made available to him
or otherwise become known to him (so-called secondary insider (Sekundärinsider)), such secondary insider
is subject to a criminal penalty of up to one year's imprisonment or a financial penalty of up to 360 daily
rates. If the financial advantage achieved exceeds €50,000, the penalty is up to three years' imprisonment.
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Pursuant to the Stock Exchange Act, every issuer is obligated to
inform its employees and other persons providing services to it about the prohibition on the abuse of inside information;
issue internal directives for the communication of information within the relevant company and monitor
compliance; and
take organizational measures to prevent the abuse of inside information or its disclosure to third parties.
Evidence of adherence to these obligations, which must be provided by delivering the company's internal
compliance directive, is a prerequisite for admission to the Official Market and the Second Regulated Market.
The Issuers' Compliance Regulation (Emittenten-Compliance-Verordnung) enacted by the FMA regulates
such measures in further detail (e.g., permanent and ad-hoc confidentiality areas and blocking periods regarding trading in financial instruments). Also, it does not only cover inside information as defined above,
but expands its scope of application to so called compliance-relevant information (Compliance-relevante Information). A compliance-relevant information is defined as an inside information or any other confidential
and price-sensitive information (which may not yet be qualified as inside information). Confidential and
price-sensitive information comprises all information not publicly known which would, if it were known to a
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reasonable investor who regularly trades related financial instrument on the respective market, be considered as relevant by such investor when making his investment decision. The Issuers' Compliance Regulation
for instance requires each issuer whose securities are admitted to the Official Market or the Second Regulated Market to issue a compliance directive (Compliance-Richtlinie). Furthermore, issuers are obligated to
provide an annual operational report (Tätigkeitsbericht), as defined in the Issuers' Compliance Regulation,
within five months of the end of an issuer's financial year to its supervisory board as well as to the FMA. Issuers are further required to establish a register of persons working for them who have access to compliance-relevant information, whether on a regular or on an occasional basis. Issuers are required to regularly
update this register and submit it to the FMA, whenever requested.
Ad hoc Information
Furthermore, the Stock Exchange Act requires companies admitted to the Official Market or Second
Regulated Market to disclose to the public without delay (unverzüglich) any inside information that directly
concerns them (so-called ad-hoc information). This obligation does not apply to issuers whose shares are
not admitted to trading on a regulated market or who have not applied for admission to trading on a regulated market in the EEA. Material changes to published inside information must also be published and identified as such. Publication must be made through an EU-wide electronic information dissemination system. Issuers may delay the public disclosure of inside information in order not to prejudice their legitimate interests, provided that (i) such omission would not be likely to mislead the public and (ii) the issuer is able to
ensure confidentiality of such information. The issuer is obligated to inform the FMA without delay of its decision to delay public disclosure of inside information.
Market Manipulation
Market manipulation refers to transactions or trade orders (i) which give, or are likely to give, false or
misleading signals as to the supply of, demand for, or price of, financial instruments, or (ii) which influence
by a person, or persons acting in collaboration, the price of one or several financial instruments at an abnormal or artificial level, unless the person who entered into the transactions or issued the trade orders has
legitimate reasons for doing so and these transactions or trade orders conform to accepted market practices
on the regulated market concerned. Market manipulation also comprises transactions or trade orders which
employ fictitious devices or any other form of deception or contrivance. Finally, market manipulation includes dissemination of information through the media, including the internet, or by any other means, which
gives, or is likely to give, false or misleading signals as to financial instruments, including the dissemination
of rumors and false or misleading news, where the person who made the dissemination knew, or ought to
have known, that the information was false or misleading.
Market manipulation is subject to an administrative fine of up to €75,000, which may be imposed by the
FMA. Additionally, any pecuniary advantage attained by such transaction or trade order is to be declared forfeited by the FMA.
On October 20, 2011 the European Commission adopted proposals for a regulation on insider dealing
and market manipulation, and for a directive on criminal sanctions for insider dealing and market manipulation which were amended on July 25, 2012 to prohibit also the manipulation of benchmarks, such as LIBOR
and EURIBOR, and make such manipulation a criminal offence. The proposals include, amongst others, an
increase in the scope of the market abuse regime, substantially increased administrative fines, the sanctioning of attempted market manipulation and whistleblower regulations. As of the date of this Prospectus, these proposals are still under review and have not yet become effective.
Takeovers
The Takeover Act primarily applies to public offers for the acquisition of shares of Austrian stock companies which are admitted to trading on the Official Market or the Second Regulated Market of the Vienna
Stock Exchange.
The Takeover Act differentiates between voluntary and mandatory offers and offers to gain control. A
mandatory offer must be made when a shareholder or a group of shareholders or any third person or persons acting in concert have gained a direct or indirect controlling interest over a listed company. A direct
controlling interest is presumed in case of a direct participation of more than 30% of the voting rights of the
target company. An indirect controlling interest is presumed if a participation of more than 30% of the voting rights of the target company is held (i) through a listed stock corporation, which is directly controlled by
the bidder or (ii) through another legal entity and the bidder has a controlling influence in this legal entity. A
participation of more than 30% of the voting rights is not deemed a controlling interest if it cannot convey
control over a listed company or if the shareholder actually exercising control does not change from an economic point of view. This is the case if, for instance, another shareholder or group of shareholders holds at
least the same percentage of voting rights as the bidder, if the shares do not convey the majority of votes
due to the presence of other shareholders in past shareholders' meetings or if the articles of association
provide for a maximum voting right (Höchststimmrecht) of up to 30%.
The Takeover Act provides for a "safe harbor" pursuant to which the acquisitions of voting rights not exceeding 30% cannot trigger a mandatory bid. In case of a holding of between 26% and 30%, the voting
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rights exceeding a participation of 26% are suspended. The Takeover Commission may, upon application,
impose conditions on the bidder instead of suspending voting rights.
Under the "creeping-in", rule, the extension of an existing controlling interest shall also trigger a mandatory offer, if a person with a controlling interest who does not have a majority of the voting rights of a
listed company acquires an additional 2% or more of the voting rights within a period of twelve months. The
"creeping-in" rule, accordingly, only applies to a shareholding between 30% and 50%.
In case of a "passive" acquisition of control, there is no requirement to launch a mandatory bid if the
acquirer of a controlling interest could not reasonably expect the acquisition of control at the time of acquiring the participation. The voting rights exceeding a participation of 26% are suspended. The Takeover
Commission may, upon application, impose conditions on the bidder instead of suspending voting rights. No
relief from suspension of voting rights exceeding 30% of the share capital can be granted.
The offer price for a mandatory offer or a voluntary offer to gain control must be equal to at least the
average share price during the last six months before the day when the intention to make an offer is published and must be equal to at least the highest share price paid or agreed to be paid by the bidder (or parties acting in concert) during the last twelve months before announcement of the intention to make an offer.
In certain cases an adequate price may apply and in certain cases where there is a very small amount of
trading in the shares the Takeover Commission decided in 2013 (in a decision in respect of the Company)
that the average share price may not be relevant.
There is the option to include in the articles of association a provision that renders restrictions on voting
rights and on the transfer of shares ineffective during the time between the publication of the offer document and the acceptance of the bid. Where, following a takeover bid, the bidder holds 75% or more of the
voting rights, it is entitled to convene a shareholders' meeting in which it will be free to appoint or remove
board members ("breakthrough-rule").
The Takeover Act requires that the bidder prepares offer documents to be examined by an independent
expert, either a qualified auditor or a bank, before being filed with the Takeover Commission and the target
company. The management board and the supervisory board of the target company must issue a statement
on the offer, which is also subject to a mandatory examination by an independent expert. The works council
also has the right to submit a public written statement on the takeover bid. Any higher bids or other competitive bids must follow the same rules. From the time a bidder's intention to submit a public offer becomes
public, the target company generally may undertake measures to jeopardize the offer. The bidder and parties acting in concert must refrain from selling any shares in the target company. The violation of any material legal provisions may result in the suspension of voting rights and fines imposed by the Takeover Commission.
The time allowed for the acceptance of a bid is no less than two weeks and no more than ten weeks
from the date of the publication of the offer document. In certain scenarios, including a mandatory bid,
there is an additional acceptance period of three months following the publication of the result of the public
bid.
The Takeover Commission controls the application of the Takeover Act and has the power to fine any
party that commits infringements of the Takeover Act. The Takeover Commission may institute proceedings
ex officio and is not subject to oversight by any other regulatory authority.
Short Selling
On March 24, 2012, Regulation (EU) No 236/2012 of the European Parliament and the Council of
March 14, 2012 on short selling and certain aspects of Credit Default Swaps was published. The short selling
regulation applies from November 1, 2012. According to the regulation, short selling may (subject to certain
exemptions) be temporarily banned or restricted either by national regulators or by the European Securities
and Market Authority. It provides a coordinated European framework on short selling that aims at greater
transparency, increases the powers for regulators and addresses the specific risks of naked short selling by
requiring that to enter a short sale, an investor must have borrowed the instruments concerned, entered into an agreement to borrow them, or have an arrangement with a third party to locate and reserve them for
lending so that they are delivered by the settlement date.
In addition, the FMA has issued guidelines on short selling transactions founding the suspicion of manipulative market behavior. Pursuant to the Stock Exchange Act, any person professionally engaged in arranging transactions must submit a notification of suspicious transactions involving inside trading or market manipulation to the FMA if such person is registered or has its head office or branch in Austria. The FMA has
specified that the notification duty is triggered if any person or entity enters into a holding of net short positions representing at least 0.25% of an issuer’s outstanding share capital listed in Austria. OTC transactions
in such shares and transactions taking place outside Austria are also included. On September 15, 2010 the
European Commission adopted a proposal for a regulation on short selling and certain aspects of credit default swaps according to which, amongst other things, short selling may temporarily be banned or restricted
either by national regulators or by the new European Securities and Market Authority. On March 24, 2012,
Regulation (EU) No 236/2012 of the European Parliament and the Council of March 14, 2012 on short selling
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and certain aspects of Credit Default Swaps was published and entered into force on March 25, 2012. It applies from November 1, 2012.
Control of Accounting Act
On July 1, 2013, the Austrian Control of Accounting Act (Rechnungslegungs-Kontrollgesetz; RLKG) has
entered into force. It shall ensure that financial information (annual reports as well as interim financial information) as well as certain other information published by entities having securities admitted to trading on
a regulated market in Austria are compliant with national and international accounting standards. To this
end, either the Austrian Financial Reporting Enforcement Panel (Österreichische Prüfstelle für
Rechnungslegung), acting for the FMA, or the FMA directly, conducts audits either on a random basis or if
indications exist that accounting standards have been infringed. The FMA will issue a decree on any inaccuracies detected in the course of such audit which can be appealed before the independent Austrian Federal
Court of Appeal (Bundesverwaltungsgerichtshof). In addition, inaccuracies detected may also be made public if the public interest to be informed overrides the respective entity's interest of keeping the findings confidential. The RL-KG will, for the first time, apply to information published relating to financial years commencing after December 30, 2013.
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THE VIENNA STOCK EXCHANGE
The information relating to the Vienna Stock Exchange set out below is derived from information obtained from the Vienna Stock Exchange, in particular from the website of the Vienna Stock Exchange
(www.wienerborse.at),
monthly
statistics
as
of
February
2014
(www.wienerborse.at/prices_statistics/statistics/monthly/monatsstatistik.html) and the annual report 2013
of the FMA (www.fma.gv.at/de/ueber-die-fma/publikationen/fma-jahresberichte.html). The website of the
Vienna Stock Exchange (www.wienerborse.at) contains further information about the Vienna Stock Exchange as well as a range of special services, such as quotations and Ad Hoc Information about the companies listed on the Vienna Stock Exchange. The information contained on the websites of the Vienna Stock
Exchange and the FMA is not part of or incorporated by reference into this Prospectus.
General
The Vienna Stock Exchange is operated by an independent, privately owned stock corporation, Wiener
Börse AG, based on a license under the Stock Exchange Act issued by the Federal Ministry of Finance. Members of the Vienna Stock Exchange include banks, foreign investment firms and other firms trading in securities, derivatives and money market instruments, registered either inside or outside the European Economic
Area ("EEA"). In addition to a securities exchange, Wiener Börse AG also operates a commodities exchange.
The Vienna Stock Exchange is supervised by the FMA. The FMA is responsible, in particular, for the supervision of reporting requirements for reportable instruments in accordance with the Austrian Securities
Supervision Act (Wertpapieraufsichtsgesetz 2007), the supervision of market participants and the clarification and investigation of infringements against the ban on insider trading and the ban on market manipulation, the monitoring of securities analyses concerning the issue and dissemination of recommendations in
Austria, the regularity and fairness of securities trading, the clarification and investigation of price manipulation, stock exchange supervision in compliance with the Stock Exchange Act and the monitoring of issuers
and shareholders with respect to their duties of publication.
The FMA, via the stock exchange commissioner, ensures the lawfulness of resolutions by the executive
bodies of the Vienna Stock Exchange. The stock exchange commissioner and his deputy are appointed by
the Minister of Finance, but act on behalf of the FMA and are abound by instructions of the FMA. The stock
exchange commissioner is invited to every important meeting of the stock exchange operator. He or she reviews all resolutions and decisions of the Vienna Stock Exchange and is entitled to object to any resolutions
or decisions which he or she considers to be in violation of the law. A resolution or decision becomes void if
the FMA upholds the objection of the stock exchange commissioner. Currently there are one stock exchange
commissioner and two deputies.
The Markets of the Vienna Stock Exchange
According to the Stock Exchange Act, for listing purposes the Austrian securities market consists of two
statutory markets: the Official Market and the Second Regulated Market. The Official Market and Second
Regulated Market have been recognized as "regulated markets" pursuant to the Directive (EC) 2004/39 on
markets in financial instruments (MiFID). In December 2004, the U.S. Securities Exchange Commission
granted the Vienna Stock Exchange the status of a "Designated Offshore Securities Market" in accordance
with the Securities Act.
In addition to the regulated markets, the Third Market has been in existence since November 1, 2007, in
the form of a multilateral trading facility pursuant to the Austrian Securities Supervision Act. The multilateral
trading facility is not a regulated market under the Stock Exchange Act. Rather, it is a trading facility whose
operation is licensed by the FMA in accordance with the Austrian Securities Supervision Act. With the FMA's
approval, the operator of a regulated market is authorized to operate a multilateral trading facility. At present, the Third Market is operated by Wiener Börse AG, which stipulated the "Terms and Conditions for Operation of the Third Market" applicable to all participants of the unregulated market.
By meeting the statutory criteria, securities are admitted to listing on the Vienna Stock Exchange and
are divided in various trading segments. To be traded in a specific segment, certain non-statutory criteria
must be met by the securities, in addition to the statutory listing criteria. The equity market is divided into
the segments "Prime Market", "Standard Market Continuous", "Mid Market" and "Standard Market Auction".
The Prime Market represents the highest ranking market segment of the Vienna Stock Exchange and is
comprised of shares in companies that agree to fulfill more stringent reporting, quality and disclosure requirements set out in the prime market regulation, a private law contract between the relevant issuer and
Wiener Börse AG. The segments "Standard Market Continuous", where the Shares are expected to be traded
following completion of the Offering, and "Standard Market Auction" contain all stocks admitted to listing on
the Official Market or the Second Regulated Market that do not meet the criteria for the Prime Market. The
segment "Mid Market" contains stocks admitted to listing on the Official Market or the Second Regulated
Market or the Third Market that do not meet the criteria for trading in the Prime Market segment but meet
certain non-statutory criteria set out in the mid market regulation. Shares listed on the "Standard Market
Continuous" segment are traded continuously, whereas shares listed on the "Standard Market Auction" segment are traded only once a day. Shares listed on the "Mid Market" segment are traded either continuously
or only once a day.
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To provide additional liquidity, stocks traded in the Prime Market segment must be serviced by a specialist trader who has agreed to provide firm quotes on an ongoing permanent basis. In this segment, additional liquidity providers other than the designated specialists are permitted to act as market makers in securities already serviced by a specialist. Stocks traded in the standard Market Continuous segment must be
serviced by a market maker trader who has agreed to provide firm quotes on an ongoing permanent basis.
The specialists' and market makers' commitments must meet certain minimum requirements set up by the
Vienna Stock Exchange.
The Shares originally traded in the Standard Market Auction segment and moved to the Standard Market Continuous segment in March 2014. The Company will evaluate and consider having the Shares traded
in the Prime Market segment at a later stage.
Trading and Settlement
Shares and other equity securities listed on the Vienna Stock Exchange are quoted in Euro per share.
Officially listed shares are traded on the Vienna Stock Exchange and OTC.
The electronic trading system used by the Vienna Stock Exchange is XETRA (Exchange Electronic Trading). XETRA is the electronic trading system of Deutsche Börse AG. By this electronic system, all market
participants have the same access to trading on the Vienna Stock Exchange regardless of their location. The
settlement system uses automated netting procedures and daily mark-to-market evaluation of collateral requirements to further reduce transfer costs. The settlement of the transactions concluded on the stock exchange takes place outside the stock exchange through CCP Austria Abwicklungsstelle für Börsengeschäfte
GmbH. These transactions are carried out T+3 on a DvP (delivery versus payment) basis, with OeKB acting
on behalf of CCP Austria Abwicklungsstelle für Börsengeschäfte GmbH as the central custodian and settlement bank. In case of non-delivery, the default of delivery mechanisms set out in the Rules for the Clearing
and Settlement of Exchange Trades by CCP Austria (separation procedure, covering procedure and cash settlement) apply. Settlement terms of OTC transactions depend on the agreement reached between the trading counterparties.
Trading can be suspended by the Vienna Stock Exchange if orderly stock exchange trading is temporarily endangered or if its suspension is necessary in order to protect the public interest. To avoid unwanted
strong price fluctuation the electronic system provides for automatic volatility interruptions and market order interruptions during auctions, and for automatic volatility interruptions during continuous trading.
The Austrian Traded Index
The Austrian Traded Index ("ATX") is an index that contains shares in the "Prime Market" segment and
is weighted according to the free float market capitalization in the companies contained therein. The ATX is
designed as the underlying reference for Austrian stock trading, close to the market and transparent, and
serves as a reference index for futures and options. The ATX consists of the most liquid and the highest capitalized stocks, based on free float, traded on the Prime Market. As of March 31, 2014, out of the 37 securities that were traded on the Prime Market segment, 20 were included in the ATX. The ATX is calculated, disseminated and licensed by the Vienna Stock Exchange on a real-time basis. The "ATX Prime" index contains
all shares presently traded in the Prime Market segment.
Trading Volume
In 2013, the aggregate trading volume of the domestic and foreign shares listed on the Official Market
and the Second Regulated Market of the Vienna Stock Exchange amounted to about €38.7 billion (2012:
€36.1 billion). As of February 28, 2014, a total of 65 companies were listed on the Prime Market, Standard
Market Continuous and Standard Market Auction segments. Austrian companies comprised the large majority of these companies. As of February 28, 2014, the total market capitalization of all Austrian companies
listed on the Prime Market, Standard Market Continuous and Standard Market Auction segments amounted
to about €86.2 million as compared to €81.9 billion as of December 31, 2013 (Source: Vienna Stock Exchange, monthly statistics of December 2013 and February 2014).
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TAXATION
The following selected aspects of taxation in Austria do not purport to be an exhaustive account of the
tax considerations relevant to the acquisition, ownership and disposal of shares. However, the following
summary is based on the tax legislation in force in Austria as of the date of this Prospectus, and is subject to
any changes in Austrian law occurring after that date, which may have retroactive effect. It focuses on the
tax treatment of the dividends which the Company may in the future distribute, and in particular on withholding tax on investment income (Kapitalertragsteuer). The income and corporate tax consequences of the
disposal of shares and the inheritance and gift tax consequences of the transfer of shares by inheritance or
by way of gift are also described.
It is not possible to describe all relevant tax considerations, particularly as tax consequences
largely depend on the circumstances of the individual purchasers of shares. It is therefore
strongly recommended that any potential investor consult its own tax adviser in order to determine the particular consequences for its purchase, ownership or disposal of shares.
Austria
Austrian resident individuals and corporations are subject to Austrian income tax or corporate income
tax on their worldwide income (unlimited tax liability).
Individuals maintaining a place of residence in Austria or whose habitual abode is in Austria, and legal
entities with their seat or place of management in Austria, are generally also treated as tax residents for the
purpose of double-taxation treaties ("DTTs") or double-taxation conventions ("DTCs").
Individuals who do not have a domicile or their habitual abode in Austria and legal entities who do not
have their corporate seat or their place of management in Austria ("non-residents") are subject to Austrian
tax on income from domestic sources and on income attributable to a permanent establishment maintained
in Austria. These individuals and legal entities are in general also treated as non-resident for the purpose of
DTTs.
Taxation of Dividends
Dividends paid by an Austrian joint stock company to its shareholders are subject to withholding tax
(Kapitalertragsteuer or "KESt") at a rate of 25%. This tax is withheld by the company paying the dividend.
For Austrian resident individuals (unbeschränkt steuerpflichtige natürliche Personen), the dividend withholding tax fully covers all income tax on such dividend income (Endbesteuerung), i.e., no income tax is levied in addition to the amount withheld. Furthermore, the dividends do not have to be included in the shareholder's income tax return. If the applicable income tax rate of an individual shareholder is less than 25%,
the individual shareholder may opt to file an income tax return and include the dividends (together with any
other investment income subject to the 25% tax rate) in his or her regular annual tax assessment. In this
case, the dividends are taxed at the applicable progressive tax rate payable on the shareholder's total income. Expenses relating to dividends, including interest expenses with third-party financings for the acquisition of shares, are not deductible. Subject to certain restrictions, a set-off of losses is available among income from investment. For such set-off, the taxpayer generally has to opt for assessment to income tax, in
particular as regards securities held with different banks. In case of an Austrian depository the set-off of
losses has to be effected by the Austrian depository.
For Austrian resident legal entities that are not transparent for tax purposes (unbeschränkt
steuerpflichtige Körperschaften), Austrian dividend income is exempt from corporate income tax, and the
dividend withholding tax is credited against the corporate income tax liability of the recipient or is refunded.
No withholding tax has to be deducted by the distributing company where the recipient company directly or
indirectly holds at least 10% of the share capital of the distributing company. Generally, expenses (except
for certain interest expenses) incurred by the shareholder in connection with the shares may not be deducted for tax purposes.
For non-Austrian residents (beschränkt steuerpflichtige natürliche Personen und Körperschaften), a dividend withholding tax of 25% is also withheld at source. There may be a reduction of Austrian withholding
tax on dividends under any applicable DTTs. If a DTT provides for a lower withholding tax rate, the Austrian
tax authorities will refund the excess amount (most DTTs provide for a maximum rate between 5% and
25%). In order to obtain a reduced rate under an applicable DTT, a shareholder not resident in Austria will
generally have to provide a certificate of residence issued by the tax authorities of the shareholder's country
of residence. Claims for refund of the Austrian withholding tax can be made by using forms ZS RD 1 and ZS
RD 1A (German) or ZS RE 1 and ZS RE 1A (English). The application forms and instructions may be obtained from the website operated by the Austrian Ministry of Finance (www.bmf.gv.at) (information on the
website of the Austrian Ministry of Finance is not incorporated by reference into this Prospectus). Treaty relief may only be granted at source if certain conditions are met (e.g., if the company is able to prove that
the investor is entitled to benefits under the DTT) and the DTT and the ordinance on DTC-relief, Federal Gazette II No. 92/2005, provides for a reduction at source. However, the Company does not intend to put in
place procedures that allow for relief at source.
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Austria currently has DTTs with approximately 90 countries, including Germany and the United Kingdom. The DTT with Germany provides for a reduction of Austrian withholding tax to 15% and, in case of a
direct shareholding of at least 10% by a company (other than a partnership), to 5%. The DTT with the United Kingdom also provides for a reduction of Austrian withholding tax to 15% and, in case of a (direct or indirect) shareholding of at least 25% of the voting rights by a company, to 5%.
Dividends paid to a company qualifying under the EU Parent Subsidiary Directive (90/435/EEC, as
amended) ("EU company") are exempt from withholding tax if the EU company has held directly or indirectly at least 10% of the share capital for an uninterrupted period of at least one year and meets certain
additional criteria.
Dividends attributable to an Austrian permanent establishment of an EU company are exempt from corporate income tax (the 25% withholding tax is credited against the corporate income tax liability or refunded, or not even withheld at source).
Taxation of Capital Gains
Capital gains, i.e., the difference between the sales proceeds or the redemption amount of shares and
their acquisition costs, are generally subject to Austrian (corporate) income tax. For shares held as private
assets, the acquisition costs shall not include ancillary acquisition cost (Anschaffungsnebenkosten).
Withholding tax on capital gains at a rate of 25% is triggered if (i) shares are deposited with an Austrian
depository (i.e., an Austrian credit institution or Austrian branch of an non-Austrian credit institution) or (ii)
in case the shares are deposited with a non-Austrian depository, if the payment is made by an Austrian paying agent and the non-Austrian depository is a non-Austrian branch or group company of such Austrian paying agent and processes the payment in cooperation with the Austrian paying agent. In the absence of an
Austrian paying agent or depository (i.e., if no Austrian withholding tax is deducted), the shareholder must
include capital gains in the income tax return and such income is taxed at a rate of 25%.
Withdrawals (Entnahmen) and other transfers of shares from the securities account will be treated as
disposals (sales), unless specified exemptions pursuant to sec 27 para 6 lit 1a Austrian Income Tax Act
(Einkommensteuergesetz, EStG) will be fulfilled, such as the transfer of the shares to a securities account
owned by the same taxpayer (a) with the same Austrian securities depository, (b) with another Austrian
bank if the account holder has instructed the transferring bank to disclose the acquisition costs to the receiving bank or (c) with a non-Austrian bank provided that the account holder has instructed the transferring bank to transmit the pertaining information to the competent Austrian tax office or has, in the case of
transfers from a foreign account, himself notified the competent Austrian tax office within a month; or such
as the transfer without consideration to a securities account held by another taxpayer, if the fact that the
transfer has been made without consideration has been evidenced to the bank or the bank has been instructed to inform the Austrian tax office thereof or if the taxpayer has himself notified the competent Austrian tax office within a month.
For individual shareholders, 25% Austrian withholding tax levied on capital gains generally is final (i.e.,
the investor does not have to include such income in the income tax return). However, in the absence of an
Austrian paying agent or depository or if capital gains are realized as business income or employment income, capital gains have to be included in the individual shareholder's tax return subject to a tax rate of
25%. An individual shareholder may apply for taxation at the progressive income tax rate. A deduction of
expenses that are directly economically connected to income that is subject to the (special) 25% tax rate
generally is not allowed.
Subject to certain restrictions, a set-off of losses is available among income from investment. For such
set-off, the taxpayer generally has to opt for assessment to income tax, in particular as regards securities
held with different banks. In case of an Austrian depository the set-off of losses has to be effected by the
Austrian depository. However, limitations apply pursuant to which losses from the alienation of securities or
income from derivatives may not be set-off against interest income from savings accounts and similar claims
against credit institutions, from participations as a silent partner or other income categories
(Einkunftsarten). Further, losses from securities that qualify for the 25% tax rate may not be offset against
income from capital which does not qualify for the 25% tax rate (i.e., securities that were legally or actually
not publicly offered). Austrian depositories are obliged to automatically offset losses according to sec 93 para 6 EStG.
If Austrian resident companies sell shares in Austrian companies, the capital gains realized are subject
to corporate income tax at a flat rate of 25%.
Should a shareholder take steps that lead to the loss of Austria's right of taxation in favor of other countries (e.g., by transferring his/her residence for tax purposes outside of Austria) and result in capital gains
amounting to the difference between the acquisition cost and the fair market value of the shares, this is also
deemed a sale. Taxation (exit tax) of such capital gains shall be deferred, however, if the shareholder
moves to another EU member state or to an eligible EEA member state. The deferred tax shall be levied upon actual disposal of the shares as well as upon transfer of the shareholder's residence for tax purposes to a
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state other than an EU member state or an eligible EEA member state. However, this deferred tax can only
be levied within ten years following the end of the year in which the loss of Austria's right of taxation in favor of other countries is effected.
For non-Austrian residents, capital gains are only subject to taxation in Austria if the shares sold are attributable to an Austrian permanent establishment or the selling shareholder has held at least 1% of the relevant company's share capital at any time in the five years preceding the disposal. However, many of Austria's tax treaties, including the tax treaties with Germany, the United Kingdom and the United States, in
general provide for the exemption of capital gains, provided that the shares are not attributable to an Austrian permanent establishment.
Inheritance and Gift Tax
According to the Austrian Gift Notification Act 2008 (Schenkungsmeldegesetz 2008), the Austrian inheritance tax as well as the Austrian gift tax expired as of 1 August 2008. This means that, among others,
transfers of assets both inter vivos and mortis causa after 31 July 2008 will be subject to neither inheritance
tax nor gift tax (except in case of transfers to certain foundations). However, tax authorities must be notified of transfers. There are certain exemptions from this notification obligation: for example, for gifts among
relatives that do not exceed an aggregate amount of €50,000 per year or gifts among unrelated persons
that do not exceed an aggregate amount of €15,000 within five years.
In addition, certain gratuitous transfers of assets to (Austrian or foreign) private law foundations and
comparable legal estates (privatrechtliche Stiftungen und damit vergleichbare Vermögensmassen) are subject to foundation transfer tax (Stiftungseingangsteuer) pursuant to the Austrian Foundation Transfer Tax
Act (Stiftungseingangsteuergesetz). Such tax is triggered if the transferor and/or the transferee at the time
of transfer have a domicile, their habitual abode, their legal seat or their place of effective management in
Austria. Certain exemptions may apply in case of transfer mortis causa of financial assets within the meaning of sec 27 para 3 and 4 EStG (except for participations in domestic and foreign corporations) if income
from these financial assets is subject to the special income tax rate of 25%. The tax basis is the fair market
value of the assets transferred less any debts which are economically linked to the assets transferred, calculated at the time of transfer. Generally, the tax rate is 2.5%, with a higher rate of 25% applying in special
cases (among others, in the event of transfers to certain non-Austrian foundations).
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UNDERWRITING
Underwriting
Subject to the terms and conditions of the underwriting agreement concluded between the Company
and the Underwriters (the "Underwriting Agreement"), and subject to the terms of the pricing agreement
to be concluded by these parties on the date of the pricing of the Pre-placement, the Company agreed to
sell to the Underwriters, and the Underwriters agreed, severally not jointly, to procure purchasers in the
Pre-Placement up to a maximum number of 2,164,138 Offer Shares, for the quotas set out below next to
their respective names at the Offer Price:
Joh. Berenberg, Gossler & Co. KG ...............................................................................................
Erste Group Bank AG ................................................................................................................
Raiffeisen Centrobank AG ..........................................................................................................
Baader Bank AG.......................................................................................................................
Total ........................................................................................................................................
Quotas in %
30%
30%
30%
10%
100%
The Underwriters have severally agreed to underwrite all Offer Shares to be sold in the Pre-Placement
and to offer them to institutional investors in the Pre-placement subject to certain conditions agreed in the
Underwriting Agreement. The Offer Shares offered in the Pre-placement will be offered for purchase to selected qualified institutional investors outside of the United States using an accelerated book-building process. Subscription Rights have been waived by certain shareholders, including the Ortner-Strauss Syndicate
and Renaissance Construction AG, in relation to 9,774,709 Existing Shares to facilitate the Pre-placement
and the preferential allocation to holders of Dilution Protection Rights in the International Offering.
In addition, the Underwriters have severally agreed to underwrite up to a maximum number of 480,862
Offer Shares to be placed in the Rights Offering and the International Offering in the same quotas as set out
above for the Pre-placement, subject to certain conditions agreed in the Underwriting Agreement and which
may be subscribed for by shareholders of the Company in the Rights Offering or sold to investors in the International Offering as far as they are not taken up in the Rights Offering. The Underwriters and the Company intend to agree on the final number of Offer Shares sold in the International Offering in a volume agreement expected to be entered into on April 29, 2014. No over-allotments will be implemented in connection
with the Pre-Placement, the Rights Offering or the International Offering and the Underwriters will not engage in any stabilization efforts.
The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain
conditions precedent, including the absence of any material adverse change in the Company's business, certain force majeure provisions and the receipt of certain certificates, opinions and letters.
Costs of the Offering are estimated by the Company to total approximately €5.5 million, including underwriting fees and commissions, legal, accounting and other costs, based on the issue and sale of
2,645,000 Offer Shares offered which represent the maximum Offer Shares offered in the Offering and assuming the maximum underwriters fees and commissions (including incentive fees) of 2.5% paid to the Underwriters and based on an assumed Offer Price of €48 per Offer Share. The decision to pay an incentive fee
and its amount will be in the sole discretion of the Company.
Indemnification
The Underwriting Agreement provides that the Company indemnifies the Underwriters against certain liabilities in connection with the Offering, including liabilities under applicable securities laws.
Termination of the Underwriting Agreement
The Underwriting Agreement will provide that the obligations of the Underwriters are subject to certain
conditions precedent, including the absence of any material adverse change in the PORR Group's financial
condition or business affairs. The Underwriters will be entitled to terminate the Underwriting Agreement in
certain circumstances, in particular in case of the occurrence of events of force majeure.
If the Underwriting Agreement is terminated prior to registration of the implementation of the first
tranche of the capital increase relating to the Pre-Placement, the Offering will not take place and the Subscription Rights will no longer exist or become worthless. Under such circumstances, no shareholder of the
Company will be entitled to delivery of Offer Shares. Any payment made for the Offer Shares in the PrePlacement will, in such case, be returned to the respective investor without interest.
If the Underwriting Agreement is terminated after registration of the implementation of the first tranche
of the capital increase relating to the Pre-placement or at a time when the registration of the first tranche of
the capital increase cannot be prevented, the Rights Offering and the International Offering restricted to
holders of Dilution Protection Rights will take place and holders of Subscription Rights and Dilution Protection Rights may acquire Offer Shares at the Offer Price. Any such termination would only relate to Offer
Shares not validly subscribed and not already sold in the Pre-Placement. Deliveries of Offer Shares allocated
to institutional investors in connection with the Pre-placement which have not already been delivered at the
- 120-
time when the Offering is terminated may be reversed and, in such case, payments made will be returned to
the respective investor without interest.
If the Underwriting Agreement is terminated after registration of the implementation of the second
tranche of the capital increase relating to the Rights Offering and the International Offering or at a time
when the registration of the second tranche of the capital increase cannot be prevented, holders of Subscription Rights and Dilution Protection Rights will be able to acquire Offer Shares, but any deliveries of Offer
Shares allocated to (other) investors in the International Offering which have not already been delivered at
the time when the Offering is terminated may be reversed and, in such case, payments made will be returned to the respective investor without interest.
Lock-up
Neither the Company nor any of its majority-owned subsidiaries will, prior to six months after the first
date of trading of the Offer Shares on the Vienna Stock Exchange without the prior consent of the Joint Lead
Managers, (i) announce or conduct a capital increase, (ii) propose a capital increase to its shareholders, (iii)
conduct an offering of options that provide a right to acquire shares of the Company or of convertible bonds
or similar instruments that are convertible into the Company's shares or to propose such a measure to its
shareholders, (iv) to directly or indirectly sell, pledge or otherwise dispose of shares of the Company except
as such action relates to an employee pension scheme (Unterstützungskasse der Porr-Betrieben
Gesellschaften mbH) and (v) directly or indirectly conduct transactions (including derivative transactions)
that are economically similar to the sale of shares of the Company.
In a separate agreement, the Ortner-Strauss Syndicate has agreed to a lock-up of six months after the first
date of trading of the Offer Shares with similar customary terms as the Company. Such agreement allows
transfers of Shares by members of the Ortner-Strauss Syndicate outside a stock exchange provided the
Ortner-Strauss Syndicate continues to hold more than 50% of all Shares and the acquirer assumes the lockup obligations in relation to the Shares acquired from a member of the Ortner-Strauss-Syndicate.
Other relations with the Underwriters
The Underwriters and certain of their respective affiliates have engaged in investment, consulting and
financial transactions with the PORR Group and its affiliates in the ordinary course of their respective businesses and may continue to do so in the future. All investment, consulting and financial transactions with
the Underwriters and their respective affiliates are conducted on an arm’s length basis.
- 121-
STATEMENT PURSUANT TO COMMISSION REGULATION (EC) NO 809/2004 (AS AMENDED)
PORR AG, with its corporate seat in Vienna, Austria, is responsible for this Prospectus and declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect
the import of such information.
PORR AG
as issuer (als Emittent)
Ing Karl-Heinz Strauss, MBA
_________________________
MMag Christian B. Maier
_________________________
Vienna, April 9, 2014
- 122-
Dipl-Ing J. Johannes Wenkenbach
_________________________
GLOSSARY AND LIST OF ABBREVIATIONS AND DEFINITIONS
ABAP Profit Participation Rights
The nominal value €70 million profit participation rights issued by ABAP Beteiligungs
Holding GmbH, an indirect wholly owned subsidiary of the Company.
Articles of Association
The articles of association (Satzung) of the Company
ASFINAG
Autobahnen- und Schnellstraßen-Finanzierungs-Aktiengesellschaft, the Austrian Highway Financing Agency
ATS
Austrian Schilling, the lawful currency of the Republic of Austria prior to the introduction of the Euro.
ATX
Austrian Traded Index
Austrian GAAP
Generally accepted accounting principles in Austria
Austria
The Republic of Austria
BDO
BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Kohlmarkt 8-10, 1010 Vienna, Austria.
BOT
Build-operate-transfer
Building Construction
Building Construction comprises the construction of commercial and industrial buildings, office and administrative buildings, residential construction, and hotel and leisure
complexes
Capital Markets Act
Austrian Capital Markets Act 1991 (Kapitalmarktgesetz), as amended
CEE
Central and Eastern Europe
CET
Central European Time
Civil Engineering
Civil Engineering includes the construction of roads, asphalt and other construction
work related to road construction, such as earthwork, wastewater and pipe construction, as well as small and medium-sized civil engineering related concrete structures.
Furthermore, Civil Engineering includes the production of building materials, such as
asphalt, concrete and gravel, for internal supply as well as for external sale
CFR
The Romanian railway company Compania Nationala de Cai Ferate CFR S.A.
Clearstream
Clearstream Banking AG
Co-Lead Manager
Baader Bank AG
Code
Austrian Code of Corporate Governance (Österreichischer Corporate Governance
Kodex)
Commercial Code
Austrian Commercial Code (Unternehmensgesetzbuch), as amended
Company
PORR AG, an Austrian stock corporation (Aktiengesellschaft) with registered number
FN 34853 f
Consolidated Financial
Statements
The Company's consolidated financial statements in accordance with IFRS as of and
for the financial years ended December 31, 2011, 2012 and 2013.
Consolidated Financial
Statements 2011
The Company's consolidated financial statements in accordance with IFRS as of and
for the financial year ended December 31, 2011 comprised of the consolidated income
statement, consolidated statement of comprehensive income, consolidated cash flow
statement, consolidated statement of financial position and consolidated statement of
changes in group equity, along with the notes.
Consolidated Financial
Statements 2012
The Company's consolidated financial statements in accordance with IFRS as of and
for the financial year ended December 31, 2012 comprised of the consolidated income
statement, consolidated statement of comprehensive income, consolidated cash flow
statement, consolidated statement of financial position and consolidated statement of
changes in group equity, along with the notes.
Consolidated Financial
Statements 2013
The Company's consolidated financial statements in accordance with IFRS as of and
for the financial year ended December 31, 2013 comprised of the consolidated income
statement, consolidated statement of comprehensive income, consolidated cash flow
statement, consolidated statement of financial position and consolidated statement of
changes in group equity, along with the notes.
- 123-
Deloitte
Dilution
Rights
Deloitte Audit Wirtschaftsprüfungs GmbH, Renngasse 1-3, 1010 Vienna, Austria.
Protection
Right that entitles a holder of PORR Profit Participation Rights to acquire Offer Shares
at the Offer Price in the International Offering with preferential allocation.
DTTs
Double-taxation treaties
DTCs
Double-taxation conventions
EBIT
Operating result (earnings before interest and tax)
EBIT Margin
EBIT as a percentage of revenues
EBITDA
Operating result plus amortization and depreciation (earnings before interest, tax, depreciation and amortization)
EBITDA Margin
EBITDA as a percentage of revenues
EEA
European Economic Area
EU company
refers to a company qualifying under the EU Parent Subsidiary Directive (90/435/EEC,
as amended)
Euro
The currency of the member states of the European Union participating in the third
stage of the European Economic and Monetary Union.
Euroclear
Euroclear Bank S.A./N.V., as operator of the Euroclear System
Existing Shares
11,902,500 of the Company's no-par value ordinary bearer shares, each with a calculated notional amount of €2.00 per share existing as of the day of this Prospectus
fitforfuture
Cost reduction and optimization program initiated by the Company.
FMA
The Austrian Financial Markets Authority (Finanzmarktaufsichtsbehörde)
FSMA
The UK Financial Services and Markets Act 2000
Germany
The Federal Republic of Germany
Home Markets
Austria, Germany, Switzerland, Poland and the Czech Republic, in each of which the
PORR Group offers its full range of construction services
IFRS
International Financial Reporting Standards, as adopted by the European Union
Infrastructure
The field of Infrastructure includes the construction of complex traffic structures, power plants, major bridge projects, dams, railways (comprising "ÖBB-PORR slab track"
railway systems), environmental technology, tunnels and groundwork.
International Offering
A public offering of the Offer Shares in the Republic of Austria and a private placement
of Shares outside the Republic of Austria and the United States of America to selected
institutional investors in reliance on Regulation S under the U.S. Securities Act of
1933, as amended
Joint Lead Managers
Joh. Berenberg Gossler & Co. KG, Erste Group Bank AG and Raiffeisen Centrobank AG
KESt
Withholding tax (Kapitalertragssteuer)
Managing Board
The managing board (Vorstand) of the Company.
Maximum Offer Price
The maximum subscription and offer price per Offer Share, which has been set at €60
per Offer Share.
NIF
Nemszeti Infrastruktúra Fejlesztö Zrt.
Non-residents
Individuals who do not have a domicile or habitual abode in Austria and legal entities
which do not have their corporate seat or their place of management in Austria
ÖBB
Österreichische Bundesbahnen, the Austrian Federal Railways
OECD
Organization for Economic Co-operation and Development
OeKB
Oesterreichische Kontrollbank Aktiengesellschaft
Offer Period
Period during which investors may submit their purchase orders for Offer Shares in
this Offering, commencing on April 14, 2014 and expected to end on April 28, 2014
- 124-
Offer Price
The final offer price per Offer Share
Offer Shares
Up to 2,645,000 no-par value ordinary bearer shares, each with a calculated notional
amount of €2.00 per share, to be issued following a share capital increase from authorized
capital and offered in this Offering
Offering
The Rights Offering and International Offering
Official Gazette
"Amtsblatt zur Wiener Zeitung", being the Austrian official gazette
Ortner Group
Klaus Ortner, deputy chairman of the Supervisory Board, together with entities controlled by or attributable to him which hold Shares, namely Ortner
Beteiligungsverwaltung GmbH, Biedermanngasse 3, 1120 Vienna, Austria, registered
number FN 244005 g, and IGO Baubeteiligungs GmbH, Biedermanngasse 3, 1120 Vienna, Austria, registered number FN 392079 m
Ortner-Strauss Syndicate
The syndicate formed by Ortner Beteiligungsverwaltung GmbH, IGO Baubeteiligungs
GmbH,
SuP
Beteiligungs
GmbH
and
AIM
Industrieholding
und
Unternehmensbeteiligungen GmbH in respect of the Shares they hold in the Company
OTC
Over-the-counter
PPP
Public Private Partnership
PORR, PORR Group or
Group
The Company together with its consolidated subsidiaries
PORR Profit Participation Rights
Profit participation rights (Kapitalanteilsscheine) in accordance with section 174 Stock
Corporation Act issued by the Company. There are 49,800 profit participation rights
outstanding representing a total capital of €398,400, therefore each profit participation right representing a notional amount of €8.00 of the profit participation rights
capital. The PORR Profit Participation Rights are listed on the unregulated third market
of the Vienna Stock Exchange under International Securities Number (ISIN)
AT0000609664
Pricing Agreement
A pricing agreement expected to be entered into among the Company and the Joint
Lead Managers on or about April 10, 2014
Production Output
An operative measure used for assessing the overall construction output of the PORR
Group and other entities and consortia in which the PORR Group holds a direct or indirect interest. For a detailed explanation and definition see "Operating and Financial
Review—Revenue and Production Output"
Prospectus Directive
Directive 2003/71/EC, as amended
Prospectus
This document
Record Date
April 11, 2014; holders of Existing Shares as of this date will be entitled to receive
Subscription Rights
Relevant Implementation Date
The date on which the Prospectus Directive is implemented in a Relevant Member
State
Relevant Member
State
Each Member State of the EEA which has implemented the Prospectus Directive
Rights Offering
The preferential offering, subject to applicable securities laws, of the Offer Shares to
holders of Subscription Rights. Each holder of Subscription Rights will be entitled to
subscribe for 2 Offer Shares for every 9 Subscription Rights held on the Record Date
during the Subscription Period
Securities Act
United States Securities Act of 1933, as amended
SEE
South Eastern Europe, as used in this Prospectus including Romania and Bulgaria
Services
Business field of the Company comprising project development, as well as integrated
services such as development, financing, operation, marketing and utilization.
Shares
Ordinary no-par value voting bearer shares of the Company with a calculated notional
amount of €2.00 per share
Subscription Period
Period during which holders of Subscription Rights may subscribe for Offer Shares in
this Offering, commencing on April 14, 2014 and expected to end on April 28, 2014
Subscription Right
Right which entitles a holder of Existing Shares to subscribe for Offer Shares in this
- 125-
Offering in the ratio of 2 Offer Shares for every 9 Subscription Rights held
Stock Exchange Act
Austrian Stock Exchange Act 1989 (Börsegesetz), as amended
Strauss Group
Karl-Heinz Strauss, member of the Managing Board and CEO of the Company, together with entities controlled by or attributable to him which hold Shares, namely SuP
Beteiligungs GmbH, Am Euro Platz 2, 1120 Vienna, Austria, registered number
FN 358915 t, and AIM Industrieholding und Unternehmensbeteiligungen GmbH, Am
Euro Platz 2, 1120 Wien, FN 228415 f
Supervisory Board
The supervisory board (Aufsichtsrat) of the Company.
TEERAG-ASDAG
TEERAG-ASDAG Aktiengesellschaft, Absberggasse 47, 1100 Vienna, Austria, registered number FN 118596 g
Takeover Act
Austrian Takeover Act (Übernahmegesetz), as amended
Underwriters
The Joint Lead Managers together with the Co-Lead Managers
Underwriting
ment
Agree-
An underwriting agreement dated April 9, 2014 among the Company and the Underwriters
U.S. or United States
United States of America
USD
U.S. dollars, the lawful currency of the U.S.
2010 PD Amending Directive
Directive 2010/73/EU, as amended
- 126-
INDEX TO FINANCIAL STATEMENTS
Page
Annual Consolidated Financial Statements, in accordance with IFRS as adopted by the European
Union, of PORR AG as of and for the Financial Year ended December 31, 2011, together with the
respective auditors' report
Consolidated income statement .....................................................................................................
Consolidated statement of comprehensive income .............................................................................
Consolidated cash flow statement ..................................................................................................
Consolidated statement of financial position .....................................................................................
Consolidated statement of changes in group equity ..........................................................................
Notes to the consolidated financial statements 2011..........................................................................
Auditor's report ............................................................................................................................
F3
F4
F5
F6
F7
F9
F72
Annual Consolidated Financial Statements, in accordance with IFRS as adopted by the European
Union, of PORR AG as of and for the Financial Year ended December 31, 2012, together with the
respective auditor's report
Consolidated income statement .....................................................................................................
Consolidated statement of comprehensive income .............................................................................
Consolidated cash flow statement ..................................................................................................
Consolidated statement of financial position .....................................................................................
Consolidated statement of changes in group equity ..........................................................................
Notes to the consolidated financial statements 2012..........................................................................
Auditor's report ............................................................................................................................
F74
F75
F76
F77
F78
F80
F148
Annual Consolidated Financial Statements, in accordance with IFRS as adopted by the European
Union, of PORR AG as of and for the Financial Year ended December 31, 2013, together with the
respective auditor's report
Consolidated income statement .....................................................................................................
Consolidated statement of comprehensive income .............................................................................
Consolidated cash flow statement ..................................................................................................
Consolidated statement of financial position .....................................................................................
Consolidated statement of changes in group equity ..........................................................................
Notes to the consolidated financial statements 2013..........................................................................
Auditor's report ............................................................................................................................
F1
F151
F152
F153
F154
F155
F157
F231
PORR CONSOLIDATED
FINANCIAL STATEMENTS
2011 together with the respective auditors‘ report
This is a translation of the German language original
F2
Consolidated
Income Statement
for the period January 1st 2011 to December 31st 2011
in EUR thousand
Note
2011
2010
(7)
2,217,451.4
6,292.7
13,403.1
57,885.9
-1,460,424.7
-555,462.3
-53,695.5
-176,386.1
Revenue
Own work capitalised in non-current assets
Share of profit/loss of associates
Other operating income
Cost of materials and other related production services
Staff expense
Depreciation, amortisation and impairment expense
Other operating expenses
(20)
(8)
(9)
(10)
(11)
(12)
2,212,490.1
4,151.9
17,915.6
67,158.2
-1,470,861.4
-583,469.0
-51,290.9
-239,224.7
EBIT
Income from financial investments and other current financial assets
Finance costs
(13)
(14)
-43,130.2
2,905.4
-45,509.3
49,064.5
7,779.1
-36,111.5
EBT
Income tax expense
(15)
-85,734.1
13,542.5
20,732.1
-4,028.1
Profit/loss for the period
of which attributable to non-controlling interest
-72,191.6
2,748.9
16,704.0
8,616.2
Profit/loss for the period attributable to shareholders of the parent
company and holders of profit-participation rights
of which attributable to holders of profit-participation rights
-74,940.5
5,600.0
8,087.8
5,600.0
Profit/loss for the period attributable to shareholders of the parent company
-80,540.5
2,487.8
-29.73
0.94
Earnings per share (in EUR)
(16)
F3
Statement of
Comprehensive Income
for the period January 1st 2011 to December 31st 2011
in EUR thousand
Note
2011
2010
-72,191.6
16,704.0
-203.2
98.0
–
66.6
-8,348.0
-85.4
-1,732.5
33.6
254.4
4,539.3
-4,999.9
1,931.4
4,430.5
-1,915.5
Other comprehensive income
-10,268.9
4,338.2
Total comprehensive income
of which attributable to non-controlling interest
-82,460.5
2,678.6
21,042.2
9,621.4
Share attributable to shareholders of the parent company
and holders of profit-participation rights
of which attributable to holders of profit-participation rights
-85,139.1
5,600.0
11,420.8
5,600.0
Share attributable to shareholders of the parent company
-90,739.1
5,820.8
Profit/loss for the period
Other comprehensive income:
Gains (losses) from fair value measurement of securities available for sale
Gains (losses) from cash flow hedges
Gains (losses) in the period under review
Gains (losses) recognised in profit or loss
Gains (losses) from cash flow hedges of associates
Gains (losses) from revaluation of property, plant and equipment
Exchange differences
Expense (income) on other comprehensive income
F4
(43)
(43)
(18)
(15)
Consolidated
Cash Flow Statement
for the period January 1st to December 31st 2011
in EUR thousand
Note (43)
Profit/loss for the period
Depreciation, impairment and reversals of impairment on fixed assets
Share of profit from associates
Profits from the disposal of fixed assets
Decrease in long-term provisions
Deferred income tax
Operating cash flow
Increase in short-term provisions
Decrease in inventories
Increase/decrease in receivables
Increase in payables (excluding banks)
Other non-cash transactions
Cash flow from operating activities
Proceeds from sale of property, plant and equipment and investment property
Proceeds from sale of financial assets
Investments in intangible assets
Investments in property, plant and equipment and investment property
Investments in financial assets
Payments for the acquisition of subsidiaries
Cash flow from investing activities
Dividends
Dividends paid out to non-controlling interest
Proceeds from bonds
Repayment of bonds
Obtaining loans and other financing
Payments for the acquisition of non-controlling interest
Cash flow from financing activities
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
Net inflow of cash and cash equivalents
Cash and cash equivalents at Jan 1st
Currency differences
Changes to cash and cash equivalents resulting from changes to the consolidated group
Cash and cash equivalents at Dec 31st
Interest paid
Interest received
Tax paid
Dividends received
F5
2011
2010
-72,191.6
56,016.9
-8,355.0
-3,975.3
-1,436.7
-20,413.6
-50,355.3
16,704.0
54,234.8
-3,215.1
-3,492.3
-3,035.8
-171.0
61,024.6
9,311.5
19,825.0
47,647.4
7,131.1
5,989.8
39,549.5
11,484.5
630.5
-62,389.1
146,655.8
2,147.3
159,553.6
21,588.8
10,963.4
-3,203.6
-126,974.6
-23,506.0
-4,851.0
-125,983.0
37,280.9
6,308.1
-5,181.9
-104,900.0
-33,452.6
–
-99,945.5
-1,458.8
-17,513.5
–
-68,197.4
154,824.8
-37,973.6
29,681.5
-5,835.1
-13,825.0
124,031.9
-100,000.0
-18,729.0
–
-14,357.2
39,549.5
-125,983.0
29,681.5
159,553.6
-99,945.5
-14,357.2
-56,752.0
212,160.8
-2,928.7
1,332.4
153,812.5
45,250.9
163,042.7
2,126.5
1,740.7
212,160.8
40,547.8
13,567.4
5,775.0
952.5
30,724.9
10,367.0
1,722.0
2,388.7
Consolidated Statement
of Financial Position
in EUR thousand
Note
31.12.2011
31.12.2010
Non-current assets
Intangible assets
Property, plant and equipment
Investment property
Shareholdings in associates
Loans
Other financial investments and securities
Other non-current financial assets
Deferred tax assets
(17)
(18)
(19)
(20)
(21)
(22)
(25)
(29)
51,021.7
409,752.1
407,496.2
195,523.3
35,123.1
25,440.4
50,722.4
9,452.0
1,184,531.2
31,411.7
415,870.8
366,020.5
175,674.8
37,328.0
34,404.4
52,972.9
17,438.3
1,131,121.4
Current assets
Inventories
Trade receivables
Other financial assets
Other receivables and current assets
Cash and cash equivalents
Assets held for sale
(23)
(24)
(25)
(26)
(27)
(28)
55,125.4
602,639.3
114,044.6
17,593.8
153,812.5
16,800.0
960,015.6
74,337.1
652,369.5
86,011.0
21,900.8
212,160.8
–
1,046,779.2
2,144,546.8
2,177,900.6
19,895.8
121,353.0
83,571.3
224,820.1
75,530.0
2,892.7
303,242.8
19,275.3
111,453.5
187,774.7
318,503.5
75,530.0
83,258.3
477,291.8
Assets
Total assets
Equity and liabilities
Equity
Share capital
Capital reserves
Other reserves
Equity attributable to shareholders of parent company
Equity from profit-participation rights (non-controlling interest)
Non-controlling interest
(30)
(31)
(31)
(32)
(33)
Non-current liabilities
Bonds
Provisions
Non-current financial liabilities
Other non-current financial liabilities
Other liabilities
Deferred tax liabilities
(35)
(34)
(36)
(38)
(39)
(40)
224,088.3
105,887.6
408,241.0
20,880.9
33,981.0
22,839.5
815,918.3
293,548.9
106,876.6
213,138.9
14,540.0
29,949.7
48,686.9
706,741.0
Current liabilities
Bonds
Provisions
Current financial liabilities
Trade payables
Other current financial liabilities
Other current liabilities
Tax payables
(35)
(34)
(36)
(37)
(38)
(39)
(40)
69,629.6
77,249.6
87,908.1
502,176.4
122,508.3
161,570.7
4,343.0
1,025,385.7
67,821.6
67,450.2
78,998.0
487,127.2
112,712.7
175,112.3
4,645.8
993,867.8
2,144,546.8
2,177,900.6
Total equity and liabilities
F6
Statement of changes
in Group equity
in EUR thousand
Notes (30-33)
Share capital
Capital reserves Revaluation reserve
Foreign currency
translation reserves
Balance at Jan 1st 2010
Total comprehensive income
Dividend payout
Income tax on interest for holders of profit-participation rights
Acquisition of non-controlling interest
Balance at Dec 31st 2010
19,275.3
–
–
–
–
19,275.3
111,453.5
–
–
–
–
111,453.5
13,063.0
11.9
–
–
–
13,074.9
–224.5
3,690.9
–
–
–
3,466.4
Total comprehensive income
Dividend payout
Income tax on interest for holders of profit-participation rights
Capital increase
Acquisition of non-controlling interest
Balance at Dec 31st 2011
–
–
–
620.5
–
19,895.8
–
–
–
9,899.5
–
121,353.0
1,079.4
–
–
–
–
14,154.3
-625.4
–
–
–
–
2,841.0
F7
Total
debt securities
available for sale:
fair value reserve
Reserve for cash
flow hedges
Retained earnings
Equity attributable
to equity holders of
the parent
Profit-participation
rights
Non-controlling
interest
Total
–84.2
65.3
–
–
–
-18.9
–19,262.8
-1,404.6
–
–
–
-20,667.4
193,061.4
3,457.3
-5,835.1
1,400.0
-163.9
191,919.7
317,281.7
5,820.8
-5,835.1
1,400.0
-163.9
318,503.5
75,530.0
5,600.0
-5,600.0
–
–
75,530.0
82,868.4
9,621.4
-8,225.0
–
-1,006.5
83,258.3
475,680.1
21,042.2
-19,660.1
1,400.0
-1,170.4
477,291.8
-153.0
–
–
–
–
–171.9
-8,298.0
–
–
–
–
–28,965.4
-82,742.1
-1,458.8
1,400.0
–
-13,405.5
95,713.3
-90,739.1
-1,458.8
1,400.0
10,520.0
-13,405.5
224,820.1
5,600.0
-5,600.0
–
–
–
75,530.0
2,678.6
-11,913.5
–
–
-71,130.7
2,892.7
-82,460.5
-18,972.3
1,400.0
10,520.0
-84,536.2
303,242.8
F8
NOTES TO THE
CONSOLIDATED FINANCIAL
STATEMENTS 2011
1. General information
The PORR Group consists of Allgemeine Baugesellschaft – A. Porr Aktiengesellschaft (PORR AG) and its
subsidiaries, hereafter referred to as the »Group«. PORR AG is a public limited company according to Austrian
law and has its registered head office at Absberggasse 47, 1100 Vienna. The company is registered with the
commercial court of Vienna under reference number FN 34853f. The Group deals mainly with the planning and
execution of a whole range of building construction activities as well as project development and real estate
development.
The consolidated financial statements have been prepared pursuant to Art. 245a of the Austrian Commercial
Code in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and accepted by the European Union and in accordance with the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC).
The reporting currency is the euro, which is also the functional currency of PORR AG and of the majority of
the subsidiaries included in the consolidated financial statements.
The consolidated financial statements were prepared with the closing date of December 31st and relate to
the fiscal year from January 1st to December 31st. The majority of numerical entries are rounded up or down to
the nearest thousand (TEUR) and may result in rounding differences.
2. Consolidated group
In addition to PORR AG, 104 (previous year: 97) domestic subsidiaries and 56 (previous year: 48) foreign
subsidiaries are included in the consolidated financial statements. Eight companies are no longer included in
the consolidated group, whereby six of these were excluded through intragroup mergers. Effective from June
11th 2011, Porr Projekt und Hochbau Aktiengesellschaft and Porr Technobau und Umwelt Aktiengesellschaft
merged into one company and were converted into a GmbH, with the company name changed to Porr Bau
GmbH. Effective from September 1st 2011 Porr GmbH was also merged into Porr Bau GmbH. Additionally,
63 (previous year: 54) domestic and 18 (previous year: 17) foreign associates were valued under the equity
method. The effects of acquisitions in the year under review are addressed in note 2.1.
The list of shareholdings (see page 162) shows the subsidiaries and associates included. Companies that
are of minor relevance to the consolidated financial statements are not included; a total of 67 (previous year:
72) subsidiaries were therefore not included in the consolidation.
PORR AG is entitled to the majority of the voting rights in respect of one subsidiary, but it does not have
control of the company due to a voting trust agreement. This company is accounted for at equity.
2.1. Business combinations and first consolidations
In these consolidated financial statements the following 23 companies were consolidated for the first time:
F9
Due to new foundations etc.:
EPS MARIA LANZENDORFERSTRASSE 17 Errichtungs- und Beteiligungs GmbH & Co KG
EPS Welser Straße 17 – Business.Hof Leonding 1 Errichtungs- und Beteiligungs GmbH & Co KG
EPS Haagerfeldstraße – Business.Hof Leonding 2 Errichtungs- und Verwertungs GmbH
Porr Construction LLC
PORR Qatar Construction WLL
Mühlenstraße 11 – 12 GmbH & Co. KG
Hotel am Kanzleramt GmbH & Co. KG
EPS Tamussinostrasse Errichtungs- und Beteiligungs GmbH & Co KG
EPS Tivoli Hotelerrichtungs- und Beteiligungsverwaltungs GmbH
Porr Equipment Services GmbH
Tovarystvo z obmezhenoyu vidpovidalnistyu »Porr Ukraina«
PORR Bulgaria OOD
Due to acquisitions:
Strauss & Partner Group:
Strauss & Partner Immobilien GmbH
ALBA BauProjektManagement GmbH
ALBA ProjectManagement Romania S.R.L.
ALBA BauProjektManagement Bulgaria EOOD
Nägele Tiefbau GmbH
ARIWA Beteiligungs GmbH
aqua plus Wasserversorgungs- und Abwasserentsorgungs-GmbH
FMA Gebäudemanagement GmbH
TRACK EXPERTS D.O.O. BEOGRAD, MILUTINA MILANKOVICA 11A
STANOGRAD ULAGANJA BIBINJE d.o.o. za promet nekretninama, usluge i graditeljstvo
STANOGRAD ULAGANJA d.o.o. za promet nekretninama, usluge i graditeljstvo
PORR AG acquired 100% of shares in the Strauss & Partner Group (99% in ALBA ProjectManagement
Romania) with the effective date of April 28th 2011 in exchange for contribution in kind and excluding
subscription rights, in the course of a capital increase from authorised capital with the issue of 85,390
new shares.
The purchase price, or the fair value, of the new shares issued for acquiring these companies breaks
down as follows in terms of assets and liabilities:
in EUR thousand
2011
Intangible assets
Other non-current assets
Current assets
Current liabilities
Non-controlling interest
Purchase price
15,833.4
355.1
4,875.0
-10,545.1
1.6
10,520.0
The fair value of the acquired companies was determined on the basis of an external opinion. Expected
synergies, primarily in the field of property management, were the reason for the recognition of goodwill.
Effects on the PORR Group’s statement of comprehensive income since the acquisition date on April 28th
2011 are insignificant. This transaction qualifies as a related party transaction.
F10
A total of TEUR 4,858.1 was used for all other acquisitions and acquisitions of further shares, which breaks
down as follows:
in EUR thousand
2011
Intangible assets
Other non-current assets
Current assets
Current liabilities
Purchase price
3,790.3
3,726.1
11,007.8
-13,666.1
4,858.1
The impact of first consolidations on the financial position and financial performance of the PORR Group
(without including consolidating entries) breaks down as follows:
in EUR thousand
2011
Non-current assets
Current assets
Assets
Liabilities
Equity and liabilities
EBT
17,083.2
19,277.8
36,361.0
33,820.9
33,820.9
-1,073.2
Applying a notional date of first-time consolidation of January 1st 2011 for all companies consolidated for
the first time would result in changes to consolidated revenue of TEUR 31,172.4 and changes to EBT of TEUR
-1,094.0.
At the closing date August 3rd 2011 the PORR Group acquired a further 47.2% in TEERAG-ASDAG AG
and is now in possession of 100% of shares following expiry of the squeeze-out process. This acquisition is
recorded in equity as a transaction between owners and has led to a reduction of TEUR 83,674.1 (see Statement of Changes in Group Equity).
2.2. Acquisitions after the end of the reporting period
With the contract date of January 20th 2012 the PORR Group acquired 100% of shares in the company
TKDZ GmbH in Wellen, Germany. The company mines and sells dolostone and offers waste filling opportunities. With this the PORR Group plans to gain a foothold in the environmental business on the German market.
3. New accounting standards
3.1. Standards adopted for the first time in the year under review
New interpretations
–– IFRIC 19 – Extinguishing Financial Liabilities with Equity Instruments:
This interpretation published in November 2009 specifies that when extinguishing a financial liability with equity instruments, which should be initially recognised at fair value, these are 'consideration paid' in accordance
with Article 41 of IAS 39. This interpretation is compulsory for fiscal years beginning on or after July 1st 2010.
These amendments have not affected the consolidated financial statements of the Group.
Revised standards
–– IAS 24 – Related Party Disclosures:
The 2009 revisions to the standard simplify the definition of related parties, clarify the meaning of this term
F11
and eliminate inconsistencies. They provide a partial exemption for government-related entities. In its revised
form this standard is effective for annual periods beginning on or after January 1st 2011 and has not had a
significant effect on the financial statements of the Group.
Amendments to standards and interpretations
–– Classifications of Rights Issues: Amendment to IAS 32 Financial Instruments:
Presentation (amended 2009):
According to this amendment, rights (also options or warrants) to acquire a fixed number of an entity’s own
equity instruments for a fixed price stated in a currency other than the functional currency, would be equity
instruments, provided the entity offers the rights pro rata to all existing owners of the same class of equity
instruments. The amendment is effective for annual periods beginning on or after February 1st 2010 and has
had no effect on the financial statements of the Group.
–– IFRS 1 – First-time Adoption of International Financial Reporting Standards:
Limited Exemption from Comparative IFRS 7 Disclosures:
This amendment exempts companies from comparative disclosures for previous periods, which would otherwise be obligatory since the March 2009 amendment to IFRS 7 Financial Instruments: Disclosures, if they
are first-time adopters, effective as of January 1st 2010. As the PORR Group is not a first-time adopter, the
amendment has no effect on the financial statements of the Group.
–– Prepayments of a Minimum Funding Requirement: Amendments to IFRIC 14 – The Limit on a Defined
Benefit Asset, Minimum Funding Requirements and their Interaction (amended 2009):
The amendment allows prepayments of minimum funding requirements to be recognised as an asset. The
amendment is effective for annual periods beginning on or after January 1st 2011 and has had no effect on
the financial statements of the Group.
–– Improvements to IFRS (amendments 2010):
In May 2010 as part of the Annual Improvements Process – Projects, the IASB published Improvements to
IFRSs, specifying various amendments. The revisions relate to amendments on presentation, application
and measurement as well as terminology or editorial changes. The amendments are effective for annual
periods beginning on or after January 1st 2011 and have had no significant effect on the financial statements
of the Group.
3.2. New accounting standards which have not yet been adopted
The following published standards and interpretations relevant to the preparation of consolidated financial
statements did not need to be applied compulsorily to fiscal years beginning on or prior to January 1st 2011,
and the voluntary option to apply them early was also not exercised.
Standards and interpretations already adopted by the European Union
Amendments to standards and interpretations
–– Transfers of Financial Assets: Amendments to IFRS 7 Financial Instruments: Disclosures:
Additional specifications were given for transfers of financial assets which continue to be disclosed in the
statement of financial position. The amendment is effective for annual periods beginning on or after July
1st 2011 and is not expected to have any significant effect on the financial statements of the Group.
F12
Standards and interpretations not yet adopted by the European Union
New standards
–– IFRS 9 – Financial Instruments: Classification and Measurement of Financial Assets
IFRS 9 Financial Instruments was published in November 2009. IFRS 9 specifies requirements for classifying
and measuring financial assets. The former categories of loans and receivables, assets held to maturity, assets
held for sale, and FVTPL (fair value through profit or loss) assets will be replaced by the categories amortised
cost and fair value. Whether the instrument falls within the amortised cost category is partly dependent on
the business model of the company, i.e. how it treats financial instruments for tax purposes, and partly on the
contractual cash flows of the individual instruments. The changes are applicable to fiscal years beginning on
or after January 1st 2015 and will be applied retrospectively. The Group is currently evaluating what the effect
will be on the consolidated financial statements.
–– IFRS 9 – Financial Instruments: Additions for Financial Liability Accounting
The version of this standard reissued in 2010 incorporates requirements for the classification and measurement of financial liabilities, which basically conform to the classifications which currently exist under IAS 39.
There are two significant differences regarding the disclosure of changes to default risk as well as removing
the exception for derivative financial liabilities measured at amortised cost. The changes are applicable to fiscal
years beginning on or after January 1st 2015 and will be applied retrospectively. The Group is currently evaluating what the effect will be on the consolidated financial statements.
–– IFRS 10 – Consolidated Financial Statements
In IFRS 10 control is defined as the only basis for consolidation, regardless of the type and background of the
investee. As a consequence, the risk and rewards approach of SIC 12 is eliminated. This standard is applicable
to fiscal years beginning on or after January 1st 2013 and will be applied retrospectively. The Group is currently
evaluating what the effect will be on the consolidated financial statements.
–– IFRS 11 – Joint Arrangements
The core principle of IFRS 11 is that a party to a joint arrangement determines the type of joint arrangement
in which it is involved by assessing its rights and obligations and accounts for those rights and obligations in
accordance with that type of joint arrangement. The option of applying proportionate consolidation to joint
ventures will be eliminated in the future. This standard is applicable to fiscal years beginning on or after January
1st 2013. The Group is currently evaluating what the effect will be on the consolidated financial statements.
–– IFRS 12 – Disclosure of Interests in Other Entities
IFRS 12 brings together the disclosures for interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities into one comprehensive standard. Many of these disclosures have been taken
from IAS 27, IAS 31 or IAS 28, while other disclosures have been newly incorporated. This standard is applicable to fiscal years beginning on or after January 1st 2013. The Group is currently evaluating what the effect
will be on the consolidated financial statements.
–– IFRS 13 – Fair Value Measurement
The standard was published in May 2011 and introduces a comprehensive framework for measuring fair value
of both financial and non-financial items. IFRS 13 does not, however, specify whether and when fair value
must be measured. Instead it specifies how fair value must be measured when another standard requires the
measurement of fair value. This standard is applicable to fiscal years beginning on or after January 1st 2013.
The Group is currently evaluating what the effect will be on the consolidated financial statements.
F13
New interpretations
–– IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine
The interpretation must be applied to every type of natural resource acquired through surface mining activities.
This interpretation is applicable to fiscal years beginning on or after January 1st 2013 and will not be relevant
to the financial statements of the Group.
Amendments to standards and interpretations
–– Amendment to IAS 1: Presenting Comprehensive Income
Items in other comprehensive income must be presented with separate subtotals for the elements which may
be reclassified from equity into profit or loss (so-called recycling) and those elements which will not. The associated tax items must be presented accordingly. These amendments are applicable to fiscal years beginning
on or after January 1st 2012 and will be applied retrospectively.
–– Recovery of Underlying Assets: amendments to IAS 12 Income Taxes
The amendment specifies that when measuring deferred tax relating to an asset which falls under investment
property or property, plant and equipment, and which is measured using the fair value model or the purchase
method, the presumption should be made that the carrying amount of the asset will normally be realised
through sale. This amendment is applicable to fiscal years beginning on or after January 1st 2012 and will be
relevant to the Group. Any effects are currently being evaluated.
–– Amendment to IAS 19 Employee Benefits
The amendments to IAS 19 led to the elimination of the »corridor« approach. In the future, therefore, all changes to defined benefits and plan assets must be recognised immediately. Here all actuarial gains and losses
must be immediately recognised in other comprehensive income. These amendments are applicable to fiscal
years beginning on or after January 1st 2013 and will be applied retrospectively. They will not have a significant
effect on the consolidated financial statements.
–– Amendment to IAS 27 Separate Financial Statements
As a result of the publication of IFRS 10, IAS 27 now only contains regulations on separate financial statements. These amendments are applicable to fiscal years beginning on or after January 1st 2013.
–– Amendment to IAS 28 Investments in Associates and Joint Ventures
IAS 28 has been amended as a result of the publication of IFRS 10 and IFRS 11. These amendments are appli­
cable to fiscal years beginning on or after January 1st 2013.
–– Amendments to IAS 32 Financial Instruments: Presentation and IFRS 7 Financial Instruments:
Offsetting Financial Assets and Financial Liabilities
The amendments should eliminate inconsistencies in the interpretation of existing requirements for offsetting
financial assets and financial liabilities. In the future entities must disclose both gross and net offsetting amounts
reflected in the statement of financial position – along with other existing rights of set-off that do not meet the
requirements for set-off in the statement of financial position. The amendments are effective for annual periods
beginning on or after January 1st 2014 and are required to be applied retrospectively. However, the expanded
disclosures must be applied for annual and interim periods beginning on or after January 1st 2013 and must
be applied retrospectively. The future effects of this amendment are currently being evaluated.
–– Amendment to IFRS 1 First-time Adoption of International Financial Standards
The amendments led to the removal of fixed dates for first-time adopters as well as guidance on the first-time
adoption of IFRS when the entity was subject to severe hyperinflation. These amendments are applicable to
fiscal years beginning on or after July 1st 2011.
F14
4. Consolidation principles
Business combinations are accounted for in accordance with the acquisition method. According to this
method, the assets acquired and liabilities assumed as well as contingent liabilities are measured on the acquisition date at their fair values attributable at this date. Where the difference between the acquisition costs and
the attributable proportion of net assets valued at fair value shows an excess, this item is shown as goodwill,
which is not written off or amortised in regular amounts but is subjected to an annual test for impairment.
Where any difference relates to a bargain purchase, its effect on net income is recognised immediately and
shown in other operating income.
All accounts receivable and payable between consolidated companies are eliminated during debt consolidation. Intragroup income and expense is offset within the framework of consolidation of income and expense.
Intragroup profits or losses from intragroup deliveries are eliminated, if these relate to significant amounts and
the relevant assets are still recognised in the consolidated financial statements.
Shares in net assets of subsidiaries not attributable to PORR AG are shown separately as part of equity
capital under the item »non-controlling interest«.
5. Accounting and measurement methods
The annual financial statements of all companies included in the consolidated financial statements are prepared according to standard accounting and measurement methods.
Measurement principles
Historic acquisition costs form the basis for the measurement of intangible assets and property, plant
and equipment (except for real estate) and for loans, inventories, accounts receivable from billed orders and
liabilities.
The fair value at the end of the reporting period is the basis for the measurement in respect of securities available for sale, derivative financial instruments and investment property; the fair value at the date of revaluation
is the basis for measurement for real estate used by the Group.
Accounts receivable for construction contracts which have not been completed, which are included under
trade receivables, reflect the respective proportion of revenue corresponding to the percentage of completion
at the end of the reporting period less any payments already made by the customer.
F15
Currency translation: The companies included in the consolidated financial statements prepare their annual
financial statements in their respective functional currencies, whereby the functional currency is the relevant
currency for the commercial activities of the company concerned. The functional currency for nearly all of the
companies included is the currency of the country in which the company concerned is domiciled.
Items in the consolidated statement of financial position are translated at the mean rate of exchange at the
end of the reporting period and income statement items are translated at the annual mean rate of exchange for
the fiscal year (as an arithmetic mean of all end-of-month quotations). Differences resulting from the currency
translation are reported in other comprehensive income. These translation differences are recognised in the
income statement at the date of disposal of the business activities.
In the event of company acquisitions, adjustments of the carrying amounts of the acquired assets and assumed liabilities to the fair value at the date of acquisition or, if applicable, goodwill, are treated as assets or
liabilities of the acquired subsidiary and are, accordingly, subject to currency translation.
Exchange gains or losses on transactions undertaken by companies included in the consolidation in a
currency other than the functional currency are recognised in profit or loss for the period. Monetary items not
denominated in the functional currency held by companies included in the consolidation are translated at the
mean rate ruling at the end of the reporting period. Exchange gains or losses resulting from this translation are
also recognised in profit or loss.
Intangible assets are capitalised at acquisition cost and amortisation is recognised on a straight-line basis
over the probable useful life.
in %
Rates of amortisation:
Building rights
Rental rights
Licences
Concessions
Mining rights
1.7 to 5.9
2.0 to 50.0
1.0 to 50.0
5.0 to 50.0
Depends on assets
The amortisation apportionable to the fiscal year is shown in the income statement under the item »Depreciation, amortisation and impairment expense«.
If impairment is established, the relevant intangible assets are recognised at the recoverable amount, which
is the fair value less costs of sale or the value in use, if higher. If the impairment ceases to apply, a reversal of
the impairment is performed equivalent to the carrying amount, which would have been determined had the
impairment loss not been accrued.
Goodwill is recorded as an asset. In order to assess any impairment demand, goodwill of the cash-generating units or groups of cash-generating units will be assigned, which benefit from the synergies of the Group
amalgamation. These cash-generating units or groups of cash-generating units are tested once a year for
impairment, as well as at any other time where circumstances exist that indicate there may be possible impairment.
F16
Property, plant and equipment, with the exception of real estate, is valued at cost, including incidental
costs less reductions in the acquisition costs, or at manufacturing cost, and is subject to the previously accumulated and regularly applied straight-line depreciation during the year under review, whereby the following
rates of depreciation are applied:
in %
Rates of depreciation:
Technical equipment and machinery
Other plants, factory and business equipment
5.0 to 50.0
2.0 to 50.0 The depreciation rates are based on the probable useful life of the facilities. If impairment is established, the
relevant tangible assets are impaired to the recoverable amount, which is the fair value less costs of sale or
the value in use, if higher. If the impairment ceases to apply, an impairment reversal is recognised equivalent
to the carrying amount, which would have been determined had the impairment expense not been accrued.
Fundamental rebuilding work is recognised in the statement of financial position, while ongoing maintenance
work, repairs and minor rebuilding work are recognised in profit or loss at the time they arose.
Real estate used for operational purposes is valued according to the revaluation method pursuant to IAS
16.31. External opinions or assessments from internal experts are used as the basis for determining fair values.
Revaluations are performed so regularly that the carrying amounts do not deviate significantly from the fair
values attributable at the end of the reporting period. The date for the revaluation for the end of the reporting
period generally falls in the fourth quarter of the reporting year. The carrying amount is adjusted to the respective fair value by using a revaluation reserve in other comprehensive income. The revaluation reserve is reduced
by the applicable deferred tax liability. Regular depreciation of revalued buildings is carried out according to
the straight-line method, where the depreciation rates lie essentially between 1% and 4%, and is recognised
in the income statement. On a subsequent sale or decommissioning of revalued land or buildings, the amount
recorded in the revaluation reserve in respect of the relevant plot of land or building is transferred to retained
earnings.
Plants under construction, including buildings under construction, which are to be used for operational
purposes or whose type of use has not yet been established, are accounted for at acquisition cost or manufacturing cost less impairment. Depreciation or impairment of these assets commences upon their completion
or attainment of operational status.
Investment property is real estate that is held for the purpose of obtaining rental income and/or for the purpose of its rise in value. This includes office and commercial premises, residential buildings and unimproved
land. These are recognised at their fair values. Gains or losses from changes in value are reflected in profit or
loss for the period in which the change in value occurred.
The basis for the measurement of investment property measured at fair value was derived from the market
value opinions of independent experts. As an alternative, the fair values are determined by the present value of
the estimated future cash flows expected to arise from the use of the real estate.
Leases are classified as finance leases when, according to the lease contract, essentially all the risks and rewards relating to the ownership are transferred to the lessee. All other leases are classified as operating leases.
The Group as lessor
Where the Group is the lessor, the only lease contracts applicable are operating leases. The rental
income from these contracts is recognised in net income on a straight-line basis over the term of the
corresponding lease.
F17
The Group as lessee
Assets held under finance leases are recorded as Group assets at their fair values or at the present value of
the minimum lease payments if this is lower, at the beginning of the lease. The minimum lease payments are
those amounts payable during the non-terminable term of the lease, including a guaranteed residual value. The
corresponding liability owed to the lessor is recorded in the statement of financial position as obligations under
finance leases. The lease payments are apportioned between interest paid and the reduction of the lease
obligation in such a way as to achieve a constant rate of interest on the remaining liability. Interest expense is
recognised in the income statement.
Rental payments on operating leases are recognised in profit or loss for the period on a straight-line basis
over the term of the corresponding lease.
Shares in associates and in joint companies are accounted for at acquisition cost, which is apportioned
between the pro rata net assets acquired at fair value and, if applicable, goodwill. The carrying amount is increased or decreased annually by the proportionate annual profit or loss, dividends received and other changes to equity capital. Goodwill is not subject to planned amortisation, rather it is assessed for impairment as a
part of the relevant shareholding when circumstances exist that indicate there may be possible impairment.
Shares in consortia: Group shares in profits from consortia as well as Group revenues from goods and
services to consortia are shown in the consolidated income statement under revenue, while the shares of the
Group from losses in consortia are shown under other operating expenses. Capital paid into a consortium is
entered under trade receivables (see note 24), together with profit shares and trade receivables for the relevant
consortium and after deductions for withdrawals and general losses. If there is on balance a p
­ assive entry, this
is included under trade payables (see note 37).
Loans are measured at amortised cost according to the effective interest method, less general allowances
(value adjustments) due to impairment.
Shares in non-consolidated companies and other shareholdings shown under other financial investments
and securities are valued at acquisition cost, as with regard to these stakes and shareholdings, in the absence
of listings, there is no stock exchange rate available and reliable fair values cannot be determined for these. If
impairment is established, they are written down to the recoverable amount.
Securities available for sale are measured at fair value. Gains or losses from changes to the fair value, with
the exception of revaluations due to impairment and gains and losses arising from securities denominated in
foreign currencies, are entered into other comprehensive income. In the case of derecognition of these kinds
of securities, or if impairment is indicated, the cumulative gain or loss in equity capital will be entered into profit
or loss for the period. Interest is calculated by the effective interest method and is recognised in profit or loss.
Impairment of financial assets: At each end of the reporting period an assessment is carried out as to
whether there are any indicators that a financial asset has been impaired. An impairment loss is recognised if
there is evidence that the expected future cash flows from the asset in question will be reduced because of an
event occurring after the initial recognition of that asset. If the impairment loss has decreased in a subsequent
period because of an event occurring following its recognition, the impairment loss is reversed by increasing
the carrying amount of the asset. In the case of financial assets measured at amortised cost, the maximum
amount of any reversal is the amount that would have been recognised as the amortised cost of the financial
asset in question if no impairment loss had been recognised.
Raw materials and supplies are valued at the lower of acquisition cost and net realisable value.
F18
Recorded under inventories, land intended for sale is valued at the lower of acquisition cost, manufacturing
cost and net realisable value.
Construction contracts are recognised according to the percentage of completion of the contract (POC
method). The anticipated revenues from the contracts are shown under revenue according to the respective
percentage of completion. The percentage of completion, which is the basis for the amount of the contract
revenues shown, is, as a rule, determined according to the ratio of the services supplied compared to the
estimated total services at the end of the reporting period. Claims are only recognised when it is likely that
the customer will accept them and when they can be reliably measured. Where the result of a construction
contract cannot be reliably estimated, the amount of the accumulated contract costs alone shall represent
the amount recorded for contract revenues. If it is probable that the total contract costs will exceed the total
contract revenues, the expected loss is recognised immediately and in full.
The revenues attributable to the services supplied so far according to the percentage of completion are,
to the extent that they exceed the payments on account made by the customer, shown in the statement of
financial position under trade receivables. Amounts by which the payments on account received exceed the
revenues attributable to the services supplied so far are shown under other liabilities.
Where construction contracts are executed in consortia, profits are also recognised using the percentage
of completion method.
Receivables are fundamentally recognised using the effective interest method, whereby the carrying amount
generally corresponds to the nominal value. For current receivables, interest is not applied for reasons of immateriality. Should there be substantial evidence of risks regarding recovery, allowances are set up. Objective
indicators suggesting the need for impairment include, for example, a decline in the creditworthiness of the
debtor and related payment delays or impending insolvency. The necessary allowances are based on the
actual risk of default.
Acquisitions and sales of financial assets common to the market (spot transactions) are shown in the statement of financial position on the settlement date.
Deferred tax items are recognised where there are temporary differences between the values of assets and
liabilities in the consolidated financial statements on the one hand and the values for tax purposes on the other
hand in the amount of the anticipated future tax expense or tax relief. In addition, a deferred tax asset for future
asset advantage resulting from tax loss carryforwards is recognised if there is sufficient certainty of realisation.
Temporary differences arising from the first recognition of goodwill constitute exceptions to this comprehensive
tax deferral.
The calculation of the deferred tax amount is based on the rate of income tax valid in the country concerned;
for Austrian companies this is a tax rate of 25%.
A consortium pursuant to Art. 9 of the Austrian Corporation Tax Act (öKStG), composed of PORR AG and
TEERAG-ASDAG AG and a non-controlling shareholder of TEERAG-ASDAG AG, was terminated with effect
from August 3rd 2011 upon PORR AG’s purchase of the remaining shares in TEERAG-ASDAG AG.
F19
The provisions for severance payments, pensions and anniversary bonuses were determined by the projected unit credit method in accordance with IAS 19, which involves an actuarial assessment by a recognised
actuary being performed on each reference date. In the valuation of these provisions for Austria and Germany,
an interest rate for accounting purposes of 4.8% p.a. (previous year: 4.8%) was applied with salary increases
of 2.5% (previous year: 2.4%). When determining provisions for severance payments and anniversary bonuses
for Austria, deductions were made for fluctuations based on statistical data within a range of 0.0% to 10.4%
(previous year: 0.0% to 10.4%) and for anniversary bonuses in Germany a range of 0.0% to 25.0% (previous
year: 0.0% to 18.0%) was applied.
Actuarial gains and losses as well as service costs are shown under staff expense. Interest paid is recorded
under finance costs.
Other provisions take account of all currently discernible risks and contingent liabilities from past events
whereby an outflow of resources is judged to be probable. They are recognised with the best estimate of the
expenditure required to settle the present obligation if a reliable estimate is feasible.
Financial liabilities are measured at fair value less direct transaction costs when they are initially recognised.
If the amount of the repayment is lower or higher, this is written down or up in accordance with the effective
interest method.
Derivative financial instruments are recognised at fair value. Gains and losses from changes in market
value of forward contracts designated as hedging instruments which should hedge the risk in variability of
the cash flow in the functional currency from planned transactions in the foreign currency (cash flow hedges),
along with other derivative financial instruments which are designated as cash flow hedges, are entered into
other comprehensive income, as long as they are allotted to the effective part of the hedge transaction. The
amounts entered into reserves for cash flow hedges are transferred into net income for the period, in which the
secured transaction or the resulting asset value from the secured transaction, or the liability resulting from the
secured transaction has an effect on profit or loss. Gains and losses allotted to the ineffective share, as well
as gains and losses from fair value changes of derivative financial instruments, for which the requirements for
hedge accounting have not been met, are entered into profit or loss for the period in which they occur. Gains
and losses from changes in fair value of forward contracts, which are basically in place with a view to hedging
the risk of variability in cash flow of the functional currency from planned transactions in the foreign currency
but are not hedging instruments as defined by IAS 39, are recognised as contract costs related to the planned
transactions or the gains are offset with these costs.
Revenue is measured at the fair value of the consideration. Discounts and other subsequent reductions in
revenue are deducted from this amount. Sales taxes and other taxes related to the sale are not part of the
consideration or revenue. Revenue from the sale of assets is recognised on delivery and transfer of ownership.
Revenue from construction contracts is recognised according to the percentage of completion allocated over
the period of the contract.
Interest income is defined in accordance with the effective interest method. The effective interest rate is
any interest rate where the present value of future cash flow from the financial asset value corresponds to the
carrying amount of the asset. Dividend income from financial investments is recognised when legal title arises.
Borrowing costs attributable to the acquisition or production of qualifying assets, even those whose acquisition or manufacture takes up a considerable time period until the intended use or sale, form part of the cost
of the asset and are therefore capitalised. Other borrowing costs are recorded as an expense in the period in
which they were incurred.
F20
6. Key assumptions and key sources of estimation uncertainty
6.1. Key sources of estimation uncertainty
The following presents significant assumptions related to the future and other key sources of estimation
uncertainty which could lead to significant adjustments in the consolidated financial statements for the
following fiscal year of results reported:
Deferred tax income from tax loss carryforwards: the usability of tax loss carryforwards is mostly dependent on the development in earnings of individual companies. Deferred tax assets were recognised to
the extent that it was probable that future taxable profit would be available against which the temporary
difference would be utilised. The actual tax gains can deviate from these assumptions (see notes 29 and
40).
Valuation of gravel and stone deposits: The carrying amounts in the consolidated statement of financial
position as of December 31st 2011 for gravel and stone deposits and mining rights at the disposal of
the Group amount to TEUR 81,731.9 (previous year: TEUR 86,247.7). The Executive Board is convinced
that the carrying amounts can be realised from selling the deposits, or from mining and selling the yielded
material, or from mining and using the material for own construction activities. Nevertheless there is uncertainty regarding the development of the price of these raw materials which is dependent on trends in
demand and also the assessment of our own future demand for these raw materials. Impairment will be
carried out if future developments necessitate this.
Determining fair values of real estate: The fair value is generally equal to the present value of realisable
rental income. If the estimate regarding the realisable future earnings from leasing or the predicted rate of
return on alternative plants changes, the fair value of the affected object will also change.
Furthermore, significant assumptions and estimates relate to the following areas:
–– Construction contracts: Evaluation of construction contracts until project completion, in particular
with a view to the accounting of claims, the contract revenue using the percentage of completion method,
and the estimate of the probable operating profit from the contract, based on expectations of the future
development of the relevant construction contracts. A change in these estimates, particularly as regards
contract costs to be paid, percentage of completion, the estimated operating profit and the actual claims
finally accepted can have a significant effect on the Group’s financial performance (see note 24).
–– Impairment: Impairment tests on goodwill, other intangible assets, property, plant and equipment are
primarily based on estimated future cash flows which are expected from the continuous use of an asset
and its disposal at the end of its useful life. Factors such as lower revenues or rising expenditure and the
resulting lower cash flows as well as changes to the discount factors used can lead to impairment due to a
reduction in value or, as far as allowed, to a reversal of impairment due to an increase in value. With regard
to the carrying amounts of the assets concerned, see notes 17 to 19.
F21
6.2. Changes to comparative information
In accordance with IAS 1.41, the following adjustments were adopted:
One property with a carrying amount of TEUR 14,968.3 was reclassified out of investment property into
property, plant and equipment. Provisions amounting to TEUR 33,787.4 (current) were reclassified into other
financial liabilities. Current provisions of TEUR 6,721.5 were reclassified into non-current provisions. Segment
reporting (note 42) was adjusted in line with the PORR Group’s new internal reporting structure. Comparative
values have been retrospectively adjusted to the new structure, however, comparison with the segment information as at December 31st 2010 is only partly possible.
in EUR thousand
31.12.2011
Assets
Non-current assets
Property, plant and equipment
Investment property
31.12.2010
after adjustment before adjustment
409,752.1
407,496.2
415,870.8
366,020.5
400,902.5
380,988.8
Equity and Liabilities
Non-current liabilities
Provisions
105,887.6
106,876.6
100,155.1
Current liabilities
Provisions
Other financial liabilities
77,249.6
122,508.3
67,450.2
112,712.7
107,959.1
78,925.3
Current assets
7. Revenues
The gross revenues of TEUR 2,212,490.1 (previous year: TEUR 2,217,451.4) include the invoiced construction work of own construction sites, goods and services to consortia, shares of profit from consortia and other
revenues from ordinary activities.
The following table shows total Group output by business area, in which the output from contracts carried
out by consortia is also recognised together with the proportion attributable to a company included in the
consolidated financial statements, and then transferred to revenue.
F22
in EUR thousand
Business areas
Region 1
Region 2
Infrastructure
Environmental Engineering
Development
Holding
Total Group output
of which proportional output from consortia, associates,
subsidiary companies and shareholdings
Revenue
2011
2010
1,635,491.2
426,273.4
514,234.9
70,393.8
259,240.7
–
2,905,634.0
1,599,646.2
465,617.9
495,941.3
88,844.7
175,951.9
44.7
2,826,046.7
-693,143.9
2,212,490.1
-608,595.3
2,217,451.4
2011
2010
2,009,309.2
203,180.9
2,212,490.1
2,059,612.7
157,838.7
2,217,451.4
2011
2010
5,764.2
8,697.3
3,333.1
11,290.5
38,073.1
67,158.2
3,953.9
5,562.1
6,057.7
17,618.1
24,694.1
57,885.9
Revenue can be subdivided as follows:
in EUR thousand
Revenues from construction contracts
Revenues from sales of raw materials and other services
Total
8. Other operating income
in EUR thousand
Income from the sale of property, plant and equipment
Revenue from the provision of staff
Insurance payments
Exchange gains
Other
Total
Other operating income largely comprises amounts invoiced to participations, other staff income and income from the sale of materials.
9. Cost of materials and other related production services
in EUR thousand
Expenditure on raw materials and supplies and for purchased goods
Expenditure on purchased services
Total
2011
2010
-532,316.5
-938,544.9
-1,470,861.4
-489,106.2
-971,318.5
-1,460,424.7
2011
2010
-465,859.9
-105,641.7
-11,967.4
-583,469.0
-444,767.3
-103,998.3
-6,696.7
-555,462.3
10. Staff expense
in EUR thousand
Wages and salaries
Social welfare expenses
Expenditure on severance payments and pensions
Total
F23
Expenditure on severance payments and pensions includes the current service costs and actuarial gains/
losses. This item also includes contributions to the staff provision fund for employees who commenced employment with an Austrian group company after December 31st 2002, and voluntary severance payments.
The interest expense arising from severance payments and pension obligations is shown under the item
finance costs.
11. Depreciation, amortisation and impairment expense
Amortisation of TEUR 5,912.0 (previous year: TEUR 6,160.0) was applied to intangible assets and depreciation of TEUR 43,355.7 (previous year: TEUR 45,986.0) to property, plant and equipment. In addition, impairment of TEUR 1,333.1 (previous year: TEUR 849.3) was applied to revaluated real estate. For more detailed
information please refer to notes 17 and 18.
12. Other operating expenses
in EUR thousand
Legal and consultancy services, insurance
Buildings and land
Exchange losses from hedge transactions
Exchange losses
Fleet
Advertising
Office operations
Commission on bank guarantees
Losses in consortiums
Travel expenses
Other
Total
2011
2010
-40,455.8
-28,615.4
–
-20,596.8
-16,131.3
-10,600.2
-14,230.9
-9,891.1
-7,101.5
-10,915.0
-80,686.7
-239,224.7
-33,247.7
-26,959.4
-105.8
-13,197.2
-15,514.8
-8,507.9
-10,026.4
-10,162.0
-4,550.0
-10,355.2
-43,759.7
-176,386.1
Other operating expenses essentially comprise taxes and duties, third party services and general administrative costs. This item also includes rental payments from rental and leasing contracts of TEUR 7,810.5
(previous year: TEUR 7,723.2). This item also includes expenditure on large-scale projects in Hungary and
Romania in 2011 totalling TEUR 35,550.9.
13. Income from financial investments and current financial assets
in EUR thousand
Income from shareholdings
of which from affiliated companies
Expenditure from shareholdings
of which from affiliated companies
Income/expenditure from current financial assets
Interest
of which from affiliated companies
Total
Interest does not relate to financial assets measured at fair value in profit or loss.
F24
2011
2010
2,219.6
623.6
-13,294.0
-8,329.8
1,103.0
12,876.8
2,324.9
2,905.4
2,422.6
192.1
-6,341.1
-5,841.0
1,330.6
10,367.0
2,215.9
7,779.1
14. Finance costs
in EUR thousand
Interest and similar expenditure relating to bonds
Other interest and similar
of which from affiliated companies
of which interest expenditure from social overhead capital provisions
Total
2011
2010
-18,193.1
-27,316.2
-44.2
-4,961.4
-45,509.3
-17,358.4
-18,753.1
-74.4
-5,386.6
-36,111.5
In the year under review borrowing costs of TEUR 3,295.8 (previous year: TEUR 3,033.5) were recognised. The capitalisation rate was between 1.8% and 6.3% (previous year: 2.7% and 5.6%).
15. Income tax
Income tax is the taxes on income and earnings and deferred taxes paid or owed in the individual countries
for the year under review.
The calculation is based on tax rates that will be applicable pursuant to the prevailing tax laws or according to
tax laws whose entry into force is essentially finalised, at the probable date of realisation.
in EUR thousand
Actual tax expense
Deferred tax income(-)/expense (+)
Tax income/expense
2011
2010
6,871.2
-20,413.7
-13,542.5
4,199.0
-170.9
4,028.1
The tax expense resulting from the application of the Austrian Corporation Tax rate of 25% can be reconciled
to the actual expense as follows:
in EUR thousand
Profit before income tax
Theoretical tax expense (+)/income (-)
Differences in rates of taxation
Tax effect of non-deductible expenditure and tax-exempt income
Income/expenditure from associates
Changes in deferred tax assets not applied in relation to loss carryforwards
Effect from taxation changes
Tax gains(+)/losses(-) related to other periods
Other
Taxes on income and earnings
2011
2010
-85,734.1
-21,433.5
2,511.6
-2,037.8
-2,088.8
7,422.8
1,654.3
1,016.1
-587.2
-13,542.5
20,732.1
5,183.0
-287.4
-1,959.0
-1,004.6
1,501.7
-211.4
882.7
-76.9
4,028.1
In addition to the tax expense recognised in the consolidated income statement, the tax effect of expenses
and income set off to other comprehensive income was also recognised in other comprehensive income. The
income recognised in other comprehensive income amounted to TEUR 33.6 (previous year: TEUR -1,915.5).
Payouts from capital from profit-participation rights and the costs of the capital increase classified as equity
capital are tax deductible. The resulting tax of TEUR 1,400.0 (previous year: TEUR 1,400.0) is recognised
directly in equity.
F25
Summary of tax effects in other comprehensive income:
2011
in EUR
thousand
Revaluation
reserve
Income tax on
items in other
comprehensive
income
2010
in EUR
thousand
Income tax on
items in other
comprehensive
income
–
Revaluation
reserve
-633.1
Total debt Reserve for cash
securities
flow hedges
available for
sale - fair value
reserve
Equity
attributable
to shareholders
of parent
company
Equity
attributable to
non-controlling
interest
Total
-16.6
33.6
–
33.6
Total debt Reserve for cash
securities
flow hedges
available for
sale - fair value
reserve
Equity
attributable
to shareholders
of parent
company
Equity
attributable to
non-controlling
interest
Total
-1,853.3
-62.2
-1,915.5
50.2
-21.8
-1,198.4
A reduced tax rate of 10% was applied to certain Hungarian companies which have exceeded the top rate
of HUF 500m in the reporting period 2011. This effect is shown under the item taxation changes.
16. Earnings per share
Earnings per share and per capital share certificate are calculated by dividing the proportion of the annual
profit relating to the shareholders of the parent company by the weighted average number of shares in issue
including 7% in respect of preference shares and capital share certificates.
in EUR thousand
Proportion of annual deficit/surplus relating to shareholders of parent company
Weighted average number of issued shares and capital share certificates
Earnings per share in EUR (basic EPS = diluted EPS)
2011
2010
-80,540.5
2,708,952
-29.73
2,487.8
2,652,337
0.94
Likewise the earnings per ordinary share amount to EUR -29.73 (previous year: EUR 0.94).
As there were no potential diluted transactions for the fiscal years 2010 and 2011, the diluted earnings per
share correspond to the basic earnings per share.
F26
17. Intangible assets
in EUR thousand
Concessions,
licences and
similar rights
Software
Goodwill
Other
intangible
assets
Total
Acquisition costs and manufacturing costs
Balance at January 1st 2010
Additions/disposals due to changes in the
consolidated group
Additions
Disposals
Reclassifications
Currency adjustments
Balance at December 31st 2010
32,788.8
21,067.3
30,387.2
42.4
84,285.7
–
340.1
-40.8
-785.0
65.3
32,368.4
7.4
4,841.7
-53.9
-37.4
-4.3
25,820.8
–
75.8
-1,032.9
–
-0.1
29,430.0
–
–
–
-42.4
–
–
7.4
5,257.6
-1,127.6
-864.8
60.9
87,619.2
Additions/disposals due to changes in the
consolidated group
Additions
Disposals
Reclassifications
Currency adjustments
Balance at December 31st 2011
–
380.7
-2.6
–
-206.6
32,539.9
557.1
2,822.9
-441.0
0.5
-42.1
28,718.2
10,131.4
–
–
–
-0.1
39,561.3
12,334.3
–
–
–
–
12,334.3
23,022.8
3,203.6
-443.6
0.5
-248.8
113,153.7
Accumulated amortisation and impairment
Balance at January 1st 2010
Additions/disposals due to changes in the
consolidated group
Additions (planned amortisation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Balance at December 31st 2010
18,293.1
11,647.6
21,161.9
–
51,102.6
–
1,007.9
2,000.0
-40.8
–
-3.2
–
21,257.0
3.7
2,536.8
-48.5
-16.0
6.9
–
14,130.5
–
–
615.3
-957.2
–
–
–
20,820.0
–
–
–
–
–
–
–
–
3.7
3,544.7
2,615.3
-1,046.5
-16.0
3.7
–
56,207.5
Additions/disposals due to changes in the
consolidated group
Additions (planned amortisation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Balance at December 31st 2011
–
681.7
2,000.0
-1.6
–
-21.9
–
23,915.2
490.1
2,584.3
–
-429.6
0.6
-25.0
–
16,750.9
–
–
101.8
–
–
-0.1
–
20,921.7
–
544.2
–
–
–
–
–
544.2
490.1
3,810.2
2,101.8
-431.2
0.6
-47.0
–
62,132.0
11,111.4
11,690.3
8,610.0
–
31,411.7
8,624.7
11,967.3
18,639.6
11,790.1
51,021.7
Carrying amounts –
balance at December 31st 2010
Carrying amounts –
balance at December 31st 2011
The table predominantly shows purchased intangible assets with a limited useful life. Please refer to the
comments shown under accounting and measurement methods with regard to useful lives and methods
of amortisation, depreciation and impairment.
F27
Impairment related to goodwill amounting to TEUR 101.8 (previous year: TEUR 615.3) is reported in the
income statement under »Depreciation, amortisation and impairment expense«, as are impairment losses
amounting to TEUR 2,000.0 (previous year: TEUR 2,000.0) and planned amortisation of other intangible assets.
The impairment relates to a mining right allocated to the Region 1 segment and is the result of plan deviations.
Goodwill resulting from the acquisition of companies is tested for impairment at the level of the cashgenerating units or groups of cash-generating units to which it belongs in each particular case.
This applies to the segments as shown below:
in EUR
thousand
Region 1
Region 2
Infrastructure
Environmental
Engineering
Development
Holding
Total
in EUR
thousand
Region 1
Region 2
Infrastructure
Environmental
Engineering
Development
Holding
Total
Balance
Jan 1st 2011
Currency
adjustments
Newly acquired
goodwill
Disposal of
goodwill
Impairment
Balance
Dec 31st 2011
7,843.1
–
–
–
–
–
1,123.2
–
–
–
–
–
-101.8
–
–
8,864.5
–
–
457.8
309.1
–
8,610.0
–
–
–
–
–
9,008.2
–
10,131.4
–
–
–
–
–
–
–
-101.8
457.8
9,317.3
–
18,639.6
Balance
Jan 1st 2010
Currency
adjustments
Newly acquired
goodwill
Disposal of
goodwill
Impairment
Balance
Dec 31st 2010
8,458.4
–
–
–
–
–
–
–
–
–
–
–
-615.3
–
–
7,843.1
–
–
457.8
309.1
–
9,225.3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
-615.3
457.8
309.1
–
8,610.0
In Region 1 goodwill of TEUR 8,864.5 is allocated to the cash-generating unit of road construction. In
the Development segment goodwill of TEUR 9,008.2 is allocated to the cash-generating unit of property
management.
The impairment test involves comparing the total of the carrying amounts of the assets of the cash-generating unit to which goodwill was allocated, in addition to the carrying amount of the goodwill allocated to
this cash-generating unit, with the recoverable amount of the same assets. The recoverable amount of the
cash-generating unit corresponds to the fair value less sale costs or the value in use, if this is higher. The fair
value reflects the best possible estimate of the amount for which an independent third party would acquire
the cash-generating unit at market conditions at the end of the reporting period. In cases where no fair value
can be determined, the value in use, i.e. the present value of probable future cash flows generated by the
segment, is laid down as the recoverable amount. As a fair value could not be established for any of the
cash-generating units to which goodwill has been allocated, the value in use of these cash-generating units
was determined in order to establish the recoverable amount. The cash flows were derived from budgets for
three to five years approved by the Executive Board and current as at the time of the implementation of the
impairment tests. These forecasts are based on past experience and expectations regarding future market
developments. A growth rate of 1.0% (previous year: 2.0%) has been applied. The discounting was carried
out on the basis of the segment-specific capital costs which lay within a range of 8.1% and 9.2% (previous
year: 6.0% and 8.5%) before tax.
F28
18. Property, plant and equipment
in EUR thousand
Land, land rights and
buildings including
buildings on land
owned by others
Technical
equipment and
machinery
Other plant,
factory and
business
equipment
Payments on
account and
assets under
construction
Total
367,119.1
95,915.4
13,693.7
817,215.8
4,309.5
17,568.9
-2,555.9
785.4
2,028.3
392.2
22,729.8
-34,860.3
4,211.0
1,778.3
327.7
12,312.2
-12,431.2
18.1
1,081.4
445.9
7,222.6
-5,242.1
-8,555.9
80.5
5,475.3
59,833.5
-55,089.5
-3,541.4
4,968.5
1,942.6
364,566.4
–
361,370.1
–
97,223.6
–
7,644.7
1,942.6
830,804.8
-818.4
18,293.3
-5,161.3
-4,034.6
-1,334.3
2,439.5
15,489.2
-45,284.5
171.3
-2,634.3
2,309.5
21,163.8
-12,264.4
-148.4
-959.9
54.9
4,252.6
-886.8
-1,856.8
-512.2
3,985.5
59,198.9
-63,597.0
-5,868.5
-5,440.7
-371.2
371,139.9
–
331,551.3
–
107,324.2
–
8,696.4
-371.2
818,711.8
90,303.2
247,011.7
72,119.6
7.6
409,442.1
37.5
7,785.4
1,000.0
-1,770.4
-1,013.0
643.0
–
849.3
97,835.0
142.6
24,971.2
–
-30,806.7
-42.9
1,629.6
–
–
242,905.5
150.9
12,229.4
–
-11,210.1
67.1
836.6
–
–
74,193.5
–
–
–
–
-8.4
0.8
–
–
–
331.0
44,986.0
1,000.0
-43,787.2
-997.2
3,110.0
–
849.3
414,934.0
-549.6
7,998.6
781.2
-1,169.3
-2,115.1
-341.7
–
1,333.1
103,772.2
1,370.5
22,497.1
–
-36,411.8
9.3
-1,334.1
–
–
229,036.5
1,926.8
12,078.8
–
-11,308.6
-9.8
-729.7
–
–
76,151.0
–
–
–
–
–
–
–
–
–
2,747.7
42,574.5
781.2
-48,889.7
-2,115.6
-2,405.5
–
1,333.1
408,959.7
266,731.4
118,464.6
23,030.1
7,644.7
415,870.8
267,367.7
102,514.8
31,173.2
8,696.4
409,752.1
Acquisition costs, manufacturing costs and revaluations
Balance at January 1st 2010
340,487.6
Additions/disposals due to
changes in the consolidated group
Additions
Disposals
Reclassifications
Currency adjustments
Increase in value arising
from revaluation
Balance at December 31st 2010
Additions/disposals due to
changes in the consolidated group
Additions
Disposals
Reclassifications
Currency adjustments
Increase in value arising
from revaluation
Balance at December 31st 2011
Accumulated depreciation and impairment
Balance at January 1st 2010
Additions/disposals due to changes in the consolidated group
Additions (scheduled depreciation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Revision arising from revaluation
Balance at December 31st 2010
Additions/disposals due to changes in the consolidated group
Additions (scheduled depreciation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Revision arising from revaluation
Balance at December 31st 2011
Carrying amounts –
balance at December 31st 2010
Carrying amounts –
balance at December 31st 2011
F29
Land, land rights and buildings including buildings on land owned by others includes reserves for raw materials amounting to TEUR 74,635.1 (previous year: TEUR 76,879.3), which is written off based on performance.
The fair value specified on the revaluation date in accordance with the revaluation method of the property used
in operations, will be specified in accordance with recognised measurement methods, namely by derivation
from a price which has been settled in a transaction with a similar property in the recent past, or, mainly in the
absence of suitable market data, then by discounting estimated future cash flows which can be generated
by leasing the property under normal market conditions. The value of property used in operations, which was
assessed by an external expert, amounted to TEUR 164,484.0 (previous year: TEUR 151,910.2). The value
adjustments were mostly applied during the past four years.
Scheduled depreciation is shown under »Depreciation, amortisation and impairment expense«. Impairment
was included at a rate of TEUR 781.2 (previous year: TEUR 1,000.0) and was also entered under »Depreciation,
amortisation and impairment expense«.
The carrying amount for property, plant and equipment pledged for security at the end of the reporting period
is TEUR 125,695.1 (previous year: TEUR 113,198.0).
The carrying amount for land, land rights and buildings, including buildings on land owned by others would
have amounted to TEUR 251,700.2 (previous year: TEUR 251,063.9) on application of the acquisition cost
model as at December 31st 2011.
Finance Leasing Agreements
The carrying amounts of property, plant and equipment and investment property held under finance leasing agreements amounted to:
in EUR thousand
Real estate leasing
Equipment leasing
Total
2011
2010
76,512.8
43,380.7
119,893.5
81,153.5
52,358.8
133,512.3
These carrying amounts are balanced by corresponding liabilities represented by the present value of the
minimum lease payments, i.e. of TEUR 84,917.6 (previous year: TEUR 98,093.3).
The terms of the finance leases for real estate are between five and 23 years, leasing fees are generally
tied to the 6-month EURIBOR from the Austrian National Bank and adjusted every six months. The terms
of the finance leases for equipment are between three and twelve years, leasing fees are generally tied to
the 3-month EURIBOR from the Austrian National Bank and adjusted every quarter. The equipment leasing
contracts include extension options, but they do not contain sales options or clauses for adjusting the price.
F30
Operating leases
The Group essentially leases cars and individual items of real estate under operating leases, in most cases
pre-agreed extension options are not exercised. The average term of car leasing agreements is five years and the
term of real estate leasing agreements is 18 to 20 years.
The following summary shows the future minimum lease payments during the non-terminable period of the
operating leases:
in EUR thousand
Due within 1 year
Due between 1 and 5 years
Due after 5 years
2011
2010
7,548.1
16,169.7
31,480.5
7,313.3
15,910.4
19,884.3
19. Investment property
in EUR thousand
Fair value
Balance at January 1st 2010
Additions/disposals due to changes in the consolidated group
Additions from acquisitions
Additions from subsequent expenditure
Disposals
Reclassifications
Currency adjustments
Adjustment to fair value
Balance at December 31st 2010
324,897.4
–
8,816.6
53,895.3
-22,739.1
2,608.3
-151.4
-1,306.6
366,020.5
Additions/disposals due to changes in the consolidated group
Additions from acquisitions
Additions from subsequent expenditure
Disposals
Reclassifications
Currency adjustments
Adjustment to fair value
Balance at December 31st 2011
0.0
8,787.1
57,288.3
-9,619.6
-13,047.1
-440.0
-1,493.0
407,496.2
The fair value is determined according to recognised measurement methods, namely by being inferred from a
current market price, by being inferred from a price attained in a transaction with similar items of real estate in the
recent past, or mostly, however, for want of suitable market data, by discounting estimated future cash flows that are
usually generated in the market by this type of real estate in the course of letting. The returns were within a bandwidth
of 4.5% to 7.0%. The value of investment property, which was assessed by an external expert within recent years,
amounted to TEUR 219,883.3 (previous year: TEUR 151,959.1).
The rental income from investment property amounted to TEUR 10,016.1 in the year under review (previous year:
TEUR 9,122.0). Operating expenses related to investment property for which there was no rental income in the year
under review amounted to TEUR 1,133.6 (previous year: TEUR 1,511.1).
Investment property with a carrying amount of TEUR 252,976.1 (previous year: TEUR 178,803.5) is pledged as
collateral for liabilities.
Disposal of investment property with a carrying amount of TEUR 77,353.0 (previous year: TEUR 58,435.1) is
prohibited.
F31
20. Shareholdings in associates
in EUR thousand
Acquisition costs
Share of profit generated since acquisition less dividends
received and profit transfers
Earnings/expenses entered into other comprehensive income
Carrying amount
2011
2010
140,176.9
120,306.9
84,625.1
-29,278.7
195,523.3
76,270.0
-20,902.1
175,674.8
The following summaries show condensed financial information relating to associates:
in EUR thousand
Assets
Liabilities
Net assets
Group share of net assets
in EUR thousand
Revenue
Profit for the year
Group share of profit for the year
2011
2010
2,272,388.1
1,839,529.1
432,859.0
195,523.3
2,059,249.0
1,708,346.4
350,902.6
175,674.8
2011
2010
518,046.1
29,674.3
17,915.6
495,378.5
48,455.7
13,403.1
Non-recognised shares of losses of associates for the fiscal year 2011 amount to TEUR 611.9 (previous year:
TEUR 1,572.3) and the accumulated amount as of December 31st 2011 comes out at TEUR 2,184.8 (previous
year: TEUR 1,572.9).
The market capitalisation of the 41.33% shareholding in UBM Realitätenentwicklung AG amounted to TEUR
30,998.0 (previous year: TEUR 39,689.8) at December 31st 2011.
21. Loans
in EUR thousand
Loans to affiliated companies
Loans to companies in which there is a participating interest
Loans to associates
Other loans
Total
2011
2010
–
6,204.3
17,131.1
11,787.7
35,123.1
–
10,273.0
15,160.3
11,894.7
37,328.0
2011
2010
4,619.0
9,540.3
11,131.1
150.0
25,440.4
7,194.2
16,409.2
10,801.0
–
34,404.4
22. Other financial investments and securities
in EUR thousand
Shareholdings in non-consolidated subsidiaries
Other shareholdings
Total assets available for sale
Payments on account on financial assets
Total
F32
As regards the other shareholdings, and shareholdings in non-consolidated subsidiaries, the fair value cannot be determined reliably, meaning that they are recognised at their acquisition costs less any impairment.
Securities available for sale mainly comprise fixed-interest instruments. They are not subject to any restrictions
on disposal.
23. Inventories
Inventories comprise the following:
in EUR thousand
Land intended for sale
Finished and unfinished products and merchandise
Raw materials and supplies
Payments on account
Total
2011
2010
8,574.6
8,075.8
25,457.6
13,017.4
55,125.4
7,868.9
7,571.8
36,022.2
22,874.2
74,337.1
Allowances of TEUR -317.8 (previous year: TEUR -953.8) were recognised on products and merchandise in
the year under review. Inventories are not subject to any restrictions on disposal.
24. Trade receivables
Construction contracts
The construction contracts valued by the POC method at the end of the reporting period but not yet finally
settled, are stated as follows:
in EUR thousand
Contract values according to POC method
Less attributable payments on account
Net
2011
2010
1,278,245.2
-1,031,787.0
246,458.2
1,199,450.0
-929,128.4
270,321.6
Proportional contract values capitalised according to the percentage of completion of the contract as at
December 31st 2011 are balanced by contract costs valued at TEUR 1,235,907.5 (previous year: TEUR
1,167,418.8), so that the recognised profit for these contracts amounts to TEUR 42,337.7 (previous year:
TEUR 32,031.3). Shares of the profits from consortia are shown under receivables from consortia. Advances
received, including preliminary payments on invoices for partial delivery, are shown under liabilities, where these
exceed proportional contract values capitalised according to the percentage of completion of the contract.
Imminent losses and guarantees from contracts are recorded in provisions.
Composition and maturity terms of trade receivables:
in EUR thousand
Trade receivables
Receivables from consortia
Total
Dec 31st 2011
Remaining term
> 1 year
Dec 31st 2010
Remaining term
> 1 year
531,021.6
71,617.7
602,639.3
15,419.7
–
15,419.7
574,951.7
77,417.8
652,369.5
18,388.8
–
18,388.8
Trade receivables are classified as current in accordance with IAS 1 as they are to be settled within the
entity’s normal operating cycle.
F33
Trade receivables include contractual retentions of TEUR 41,083.4 (previous year: TEUR 57,214.8).
in EUR thousand
Trade receivables before allowances
Impairment allowances at January 1st
Additions
Amounts used/reversed
At December 31st
Carrying amount of trade receivables
2011
2010
594,883.6
88,871.3
42,056.6
-67,065.9
63,862.0
531,021.6
663,823.0
61,940.4
62,396.6
-35,465.7
88,871.3
574,951.7
Ageing structure of receivables:
in EUR thousand
Carrying
amount at
Dec 31st
2011
Of which
not overdue
at closing
date
Less than
30 days
Trade receivables
531,021.6
392,347.2
73,461.3
in EUR thousand
Carrying
amount at
Dec 31st
2011
Of which
not overdue
at closing
date
Less than
30 days
574,951.7
390,430.7
85,504.3
Trade receivables
Of which overdue at closing date in the following time periods
Between 30 Between 60 Between 180
More than
and 60 days and 180 days and 360 days
360 days
6,138.2
11,926.9
17,012.8
30,135.2
Of which overdue at closing date in the following time periods
Between 30 Between 60 Between 180
More than
and 60 days and 180 days and 360 days
360 days
17,554.2
31,334.2
14,028.1
36,100.2
In the above-mentioned overdues, amounts of ongoing invoice checks are also included, which could take
up to 120 days to settle. Allowances for impairment were included at reasonable amounts.
25. Other financial assets
in EUR thousand
Loans
Receivables from non-consolidated subsidiaries
Receivables from associates
Receivables from other shareholdings
Receivables from insurance
Other
Total
Dec 31st 2011
Remaining term
> 1 year
Dec 31st 2010
Remaining term
> 1 year
2,104.5
14,468.9
47,860.4
21,299.2
7,579.0
71,455.0
164,767.0
–
3,384.0
11,240.2
3,007.4
6,470.9
26,619.9
50,722.4
2,651.4
15,262.2
39,515.5
12,565.1
9,205.7
59,784.0
138,983.9
–
9,627.0
16,641.0
4,487.0
7,232.3
14,985.6
52,972.9
Forward contracts at fair value amounting to TEUR 968.8 (previous year: TEUR 2,794.7) are included under
other financial assets (see note 44). In addition this item contains TEUR 9,936.3 (previous year: TEUR 8,053.8)
of receivables from deposits and TEUR 10,815.5 (previous year: TEUR 6,276.8) of receivables from down
payments relating to rent or leases. Other financial assets amounting to TEUR 10,747.4 (previous year: TEUR
8,112.4) are secured with shares or shareholdings in businesses.
F34
Receivables from non-consolidated subsidiaries, associates and other shareholdings include contractual
retentions amounting to TEUR 1,561.3 (previous year: TEUR 3,224.3).
26. Other receivables and assets
in EUR thousand
Tax assets
Other
Total
Dec 31st 2011
Remaining term
> 1 year
Dec 31st 2010
Remaining term
> 1 year
16,033.5
1,560.3
17,593.8
–
–
–
20,047.4
1,853.4
21,900.8
–
–
–
27. Cash and cash equivalents
The cash and cash equivalents include cash at banks amounting to TEUR 153,475.2 (previous year: TEUR
211,691.9) and cash in hand of TEUR 337.3 (previous year: TEUR 468.9).
28. Assets held for sale
The assets held for sale related to three properties in the Development segment, for which the Group has
received Supervisory Board approval to sell and is actively looking for a buyer. The Group assumes that the
sale will be concluded in the 2012 business year.
29. Deferred tax assets
The following tax deferments stated on the statement of financial position arise from temporary differences
between the valuations in the IFRS consolidated financial statements and the respective valuations for tax
purposes as well as from realisable loss carryforwards:
in EUR thousand
Non-current assets, liabilities from finance leasing
POC method
Untaxed reserves
Provisions
Tax loss carryforwards
Other
Off-setting
Deferred taxes
Net deferred taxes
2011
Assets
31,870.3
–
–
8,924.8
47,203.4
5.1
-78,551.6
9,452.0
Liabilities
55,197.3
36,910.3
7,106.2
2,177.3
–
–
-78,551.6
22,839.5
13,387.5
in EUR thousand
Net deferred taxes (liabilities)
Change
of which related to exchange differences
of which related to expense(-)/income(+)
of which related to regrouping from current tax liabilities
of which related to changes to the consolidated group
of which related to expense(-)/income(+) entered into other comprehensive income
F35
2010
Assets
Liabilities
30,931.6
–
–
9,082.2
27,659.5
64.0
-50,299.0
17,438.3
53,738.4
33,564.2
7,269.1
4,367.9
–
46.3
-50,299.0
48,686.9
31,248.6
2011
2010
13,387.5
17,861.1
-110.3
20,413.7
462.9
-2,938.8
33.6
31,248.6
-1,509.2
-105.9
171.0
346.7
-5.5
-1,915.5
Deferred tax assets based on loss carryforwards are recognised to the extent that these can probably be
offset against future taxable profits (see note 6.1).
The loss carryforwards for which no deferred tax assets were recognised amount to TEUR 143,823.1 (previous year: TEUR 115,822.2). The loss carryforwards can be carried forward essentially without restriction, both
those for which the deferred tax assets have been recognised and those for which no deferred tax assets were
recognised.
30. Share capital
Ordinary bearer shares
7% bearer preference shares (without voting rights)
Total share capital
Capital share certificates (profit-participation
rights pursuant to Art. 174 Stock Corporation Act)
Total share capital and capital from
profit-participation rights
Number 2011
EUR 2011
Number 2010
EUR 2010
2,045,927
642,000
2,687,927
14,868,331.4
4,665,596.0
19,533,927.4
1,960,537
642,000
2,602,537
14,247,778.0
4,665,596.0
18,913,374.0
49,800
361,910.7
49,800
361,910.7
2,737,727
19,895,838.1
2,652,337
19,275,284.7
The shares are authorised and fully issued no-par-value shares which are fully paid in. The amount of share
capital for each bearer share is approximately EUR 7.27. The amount of profit participation capital for each capital
share certificate is also EUR 7.27. With effect from the entry into the Commercial Register on May 4th 2011 and
with the approval of the Supervisory Board, the Executive Board increased the Group’s share capital against
contribution in kind by issuing 85,390 new no-par-value bearer shares with voting rights and the right to share in
profits from the 2011 business year through the partial use of the capital authorised on November 27th 2008 in an
extraordinary general meeting. Following the capital increase, the share capital was split into 2,045,927 ordinary
shares and 642,000 7%-preference shares without voting rights. The issue price per share was EUR 135.00. Following the capital increase 287,698 ordinary shares were approved but not yet issued.
Each ordinary share participates in profits including profits on liquidation to the same extent and each share
entitles the bearer to one vote at the Annual General Meeting. Bearers of preference shares and capital share
certificates are not entitled to any votes at the Annual General Meeting.
On liquidation of the company, it is primarily the holders of capital share certificates who receive any remaining
shares in the profit from the remaining liquidation proceeds and the pro rata amount of the capital apportioned
to capital share certificates. If there are further liquidation proceeds remaining, then the bearers of preference
shares receive these and the pro rata amount of the capital apportioned to preference shares. Then the holders
of ordinary shares receive any remaining shares in the profit from the remaining liquidation proceeds and the pro
rata amount of the capital apportioned to ordinary shares. Any remaining liquidation proceeds are then distributed
among bearers of capital share certificates and shareholders in accordance with their share of total capital.
Distribution of profit is regulated as follows by the Articles of Association: in the first instance up to 7% of the
share capital relating to the preference shares and of the capital relating to the capital share certificates is distributable as a share of the profit of PORR AG to the preference shareholders and holders of capital share certificates
and any remainder of preference dividends or profit shares relating to the capital share certificates from previous
years is payable subsequently, then the ordinary shareholders receive up to 7% of the share capital relating to
the ordinary shares as a profit share; any unappropriated retained earnings exceeding that amount intended for
distribution according to the Executive Board’s proposed profit distribution shall be distributed equally between
preference and ordinary shareholders and holders of capital share certificates, as long as the Annual General
Meeting does not determine any other appropriation.
F36
31. Reserves
The capital reserves result largely from the capital increases, adjustments and statute-barred dividend claims
arising from previous years less the costs for the capital increase and fair-value adjustments. The capital reserves include an amount of TEUR 121,346.2 (previous year: TEUR 111,446.7) which is restricted. It may only
be released to compensate for an accumulated loss which would otherwise be shown in the annual financial
statements of PORR AG, to the extent that free reserves are not available to cover this.
The retained earnings comprise the revaluation reserves in accordance with IAS 16, the reserves from
revaluation of the annual financial statements of subsidiaries in foreign currencies, the reserves for cash flow
hedges, other expenses or income to be recorded in comprehensive income, retained earnings of PORR AG
including the statutory reserve and the untaxed reserves after deducting deferred tax items, retained profits
from subsidiaries since their acquisition and the effects of adjusting the annual financial statements of companies included in the consolidated financial statements to the accounting and measurement methods used in
the consolidated financial statements. Distribution of dividends to shareholders will not be carried out for the
business year 2011, neither will there be a share of profits for holders of capital share certificates. The unrestricted retained earnings of PORR AG, which come to TEUR 31,547.6 as of December 31st 2011, following
a release of TEUR 93,876.9, may be released and distributed to the shareholders of PORR AG. The statutory
reserve of PORR AG of TEUR 457.8 (previous year: TEUR 457.8) may only be released to compensate for an
accumulated loss which would otherwise be shown, whereby the release to cover the loss is not impeded by
free reserves being available to compensate for the loss.
During the year under review, dividends or profit shares of TEUR 1,485.8 (previous year: TEUR 5,835.1),
therefore EUR 0.55 (previous year: EUR 2.2) per share or capital share certificate, were paid to shareholders
and holders of capital share certificates in PORR AG.
32. Equity from profit-participation rights (from subsidiaries)
In December 2007, ABAP Beteiligungs Holding GmbH, a subsidiary, 100% of whose nominal capital is held
by PORR AG, issued profit-participation rights with a total nominal value of TEUR 70,000.0. The profit-participation rights, whose issuance conditions are in accordance with debentures, are issued for an unspecified length
of time, whereby the bearers of profit-participation rights have no rights to a contractual notice of dismissal, but
where the issuer has the right to terminate the profit-participation rights at any time. The rights of the bearers of
profit-participation rights regarding extraordinary notice of dismissal are tied to conditions, for which the implementation or not lies under the sphere of influence of PORR AG. The interest is set at 8.0% p.a. of the nominal
capital of the profit-participation rights as of January 1st 2008, rising to 13.0% p.a. on the nominal capital as
of January 1st 2013, whereby the issuer is only obliged to pay interest if they or PORR AG decide to pay holdings or shareholders a dividend from the annual surplus. If the issuer is not obliged to pay the due interest for
one year in the absence of a profit payout, and utilises their right not to pay, then this unpaid interest is kept in
arrears which must be paid as soon as the issuer or PORR AG decides that a dividend from the annual surplus
is payable to their holdings or shareholders. In the case of dismissal by the issuer or the extraordinary notice of
dismissal by the bearers of profit-participation rights, the capital from profit-participation rights becomes due to
the bearers, in addition to the valid interest accrued by this date and outstanding interest. As payments on these
profit-participation rights – interest as well as capital redemption – are only compulsory when the conditions are
activated, where their activation can be authorised or prevented by PORR AG, and the Group therefore has the
option of avoiding payment on these profit participation rights permanently, these profit-participation rights are
therefore categorised as equity instruments. Interest which is paid on this loan, less any tax, is to be recorded
directly in equity as a deduction.
F37
33. Non-controlling interest
The shares in equity capital of subsidiaries which are not owned by PORR AG or a shareholder of the Group
are entered in the equity capital under non-controlling interest.
34. Provisions
in EUR thousand
Balance at
Jan 1st 2011
Additions
Amounts used/
reversed
Balance at
Dec 31st 2011
of which
non-current
of which current
Severance
Pensions
Anniversary
Other staff
provisions
Constructions
Recultivation
Other
Total
47,808.1
6,810.0
43,171.4
3,291.8
9,175.6
1,257.2
3,777.5
239.1
59,297.6
64,117.7
6,721.4
1,411.3
4,375.2
6,334.3
174,326.8
83,461.4
-7,806.9
-4,015.6
-363.8
-483.1
-59,485.0
-1,572.9
-923.7
-74,651.0
46,811.2
42,447.6
10,069.0
3,533.5
63,930.3
6,559.8
9,785.8
183,137.2
46,811.2
–
42,447.6
–
10,069.0
–
–
3,533.5
–
63,930.3
6,559.8
–
–
9,785.8
105,887.6
77,249.6
PORR AG and its subsidiaries must pay their employees in Austria and Germany anniversary bonuses on
certain anniversaries according to collective agreements. The provision for anniversary bonuses was determined in accordance with the provisions of IAS 19 on other long-term benefits. Please refer to the notes under
the accounting and measurement methods with regard to the actuarial assumptions underlying the calculation.
At TEUR 25,451.4 (previous year: TEUR 16,149.3), provisions for constructions represent provisions for
impending losses arising from the order backlog and, at TEUR 13,840.1 (previous year: TEUR 11,355.9), provisions for guarantees. Provisions for impending losses are based on current contract calculations. Provisions
for guarantees and other contract risks are determined on the basis of an individual assessment of the risks.
Claims arising against the Group from these risks are deemed to be probable; the recognised amount corresponds to the best possible estimate of the amount of the claim. As construction contracts can take several
years to be carried out, and any claim possibly precedes a long ongoing legal dispute, the time of the claim is
uncertain but will as a rule lie within the relevant operating cycle.
Pension plans
Defined benefit plans
Provisions for severance pay were created for employees (on wages and salaries) who have claims to severance payments pursuant to the Employee Act, the Wage Earners’ Severance Pay Act or works agreements.
Employees whose employment is subject to Austrian law, if the relevant employment began prior to January
1st 2003 and has been ongoing for at least ten years without interruption, have a claim to severance pay
where the employment is terminated upon the employee’s reaching the statutory age of retirement, even if the
employment is terminated by the employee. The amount of the severance pay depends on the amount of the
pay at the time of termination and of the length of the employment. These employee claims should therefore
be treated as claims under defined benefit pension plans, in which case plan assets do not exist to cover these
claims. Similar considerations apply to employees to whom severance pay is due pursuant to the Wage Earners’ Severance Pay Act and for severance pay payable pursuant to works agreements.
F38
The Construction Workers’ Leave and Severance Pay Act 1987 applies to the majority of waged workers,
according to which their claims are directed towards the holiday pay and severance pay fund to be financed by
employer’s contributions. This is a state plan, for which a severance pay provision does not need to be created.
Pension commitments are as a rule defined individual benefit commitments for senior staff which are not
covered by plan assets. The amount of the pension claim depends on the number of years’ service in each
case.
Changes within provisions for severance pay were as follows:
in EUR thousand
Present value of severance obligations (DBO) at Jan 1st
Changes to the consolidated group
Current service cost
Net interest expense
Severance payments
Actuarial profits (-)/losses (+)
Present value of severance obligations (DBO) at Dec 31st
2011
2010
47,808.1
604.4
2,135.5
2,154.7
-7,806.9
1,915.4
46,811.2
49,600.8
–
2,346.0
2,381.4
-6,982.8
462.7
47,808.1
For the year 2012, an interest expense of TEUR 2,106.1 and a current service cost of TEUR 2,044.1 are
planned. Please refer to the notes on the accounting and measurement methods with regard to the actuarial
assumptions underlying the calculation.
The experience-based adjustments on severance obligations are as follows for the year under review and
the previous fiscal years:
in EUR thousand
Experience-based adjustments at Dec 31st
2011
2010
2009
-1,376.2
-1,466.4
-3,188.4
The present values of severance obligations are as follows for the year under review and the four previous
fiscal years:
in EUR thousand
Present value of severance
obligations at Dec 31st
2011
2010
2009
2008
2007
46,811.2
47,808.1
49,600.8
53,165.7
51,546.2
2011
2010
43,171.4
430.3
146.3
1,965.3
-4,015.6
749.9
42,447.6
43,834.4
–
218.5
2,351.7
-3,425.4
192.2
43,171.4
The movements within pension provisions were as follows:
in EUR thousand
Present value of pension obligations (DBO) at Jan 1st
Changes to the consolidated group
Current service cost
Net interest expense
Pension payments
Actuarial profits (-)/losses (+)
Present value of pension obligations (DBO) at Dec 31st
F39
For the year 2012, an interest expense of TEUR 1,906.2 and a current service cost of TEUR 159.5 are
planned. Please refer to the notes on the accounting and measurement methods with regard to the actuarial
assumptions underlying the calculation.
The experience-based adjustments on pension obligations are as follows for the year under review and the
previous fiscal years:
in EUR thousand
Experience-based adjustments at Dec 31st
2011
2010
2009
-1,033.1
558.3
1,364.4
The present values of pension obligations are as follows for the year under review and the four previous
fiscal years:
in EUR thousand
Present value of pension
obligations at Dec 31st
2011
2010
2009
2008
2007
42,447.6
43,171.4
43,834.4
44,116.4
49,366.3
Defined contribution plans
Employees whose employment is subject to Austrian law and who commenced employment after December 31st 2002, and workers to whose employment the Construction Workers’ Leave and Severance Pay
Act is applicable, do not acquire any severance pay claims in respect of their respective employer. For these
employees, except for those to whose employment the Construction Workers’ Leave and Severance Pay Act
is applicable, contributions of 1.53% of the wage or salary must be paid to an employee welfare fund; this
amounted to TEUR 1,164.0 (previous year: TEUR 1,173.6) in 2011.
Contributions are payable by the employer to the holiday pay and severance pay fund in respect of those
employees whose employment is covered by the Construction Workers’ Leave and Severance Pay Act. At
the present time, around 37% of the wage of relevant employees is payable to the holiday pay fund for 2011,
amounting to TEUR 39,362.7 (previous year: TEUR 36,241.3) and 4.25% of the wage of relevant employees is
payable to the severance pay fund, amounting to TEUR 4,826.4 in 2011 (previous year: TEUR 4,865.7). This
contribution covers employee severance pay claims and other benefits, in particular the holiday pay and holiday allowance payable by the holiday pay and severance pay fund to the relevant employees. This state plan
covers all the companies in the building sector. The benefits are financed on a pay-as-you-earn basis, i.e. the
benefits falling due in a particular period are to be financed by the contributions of this same period, while the
future benefits earned in the period under review will be funded by future contributions. The companies are not
legally or actually obliged to pay these future benefits. The companies are only obliged to pay the prescribed
contributions as long as they employ workers whose employment is covered by the Construction Workers’
Leave and Severance Pay Act.
Payments to external employee provision funds are recognised under the item staff expense.
The employees of the PORR Group also belong to their country-specific, state pension plans, which are
usually funded on a pay-as-you-earn basis. The Group is only obliged to pay the contributions when they
become due. There is no legal or actual obligation to provide future benefits.
F40
35. Bonds
As of the value date October 13th 2010, one bond with the following conditions was issued by PORR AG:
Nominal amount
Tenor
Denomination
Nominal interest rate
EUR 125,000,000.00
2010–2015
EUR 500.00
5.0 % p, a,
April 13th/October 13th
semi-annually
October 13th 2015 at 100%
EUR 100.17
AT0000A0KJK9
EUR 124,399,923.17
Coupon
Redemption
Closing rate Dec 31st 2011
ISIN
Book value
As of the value date November 6th 2009, one bond with the following conditions was issued by PORR AG:
Nominal amount
Tenor
Denomination
Nominal interest rate
EUR 100,000,000.00
2009–2014
EUR 500.00
6.0 % p. a.
May 6th/November 6th
semi-annually
November 6th 2014 at 100%
EUR 103.73
AT0000A0F9G7
EUR 99,356,227.50
Coupon
Redemption
Closing rate Dec 31st 2011
ISIN
Book value
As of the value date May 31st 2007, one bond with the following conditions was issued by PORR AG:
Nominal amount
Tenor
Denomination
Nominal interest rate
EUR 70,000,000.00
2007–2012
EUR 500.00
5.875 % p. a.
May 31st/November 30th
semi-annually
May 31st 2012 at 100%
EUR 100.99
AT0000A05DC4
EUR 69,961,675.00
Coupon
Redemption
Closing rate Dec 31st 2011
ISIN
Book value
The bonds were issued for subscription on the Austrian capital market.
As of the value date June 29th 2011 two bonds worth TEUR 60,000.0 and TCZK 200,000.0 were 100%
redeemed.
F41
36. Financial liabilities
in EUR thousand
Borrowings and overdrafts from banks
subject to interest at variable rates
subject to interest at fixed rates
Lease obligations
subject to interest at variable rates
Derivative financial instruments
Other financial liabilities
subject to interest at variable rates
subject to interest at fixed rates
Total
2011
2010
231,501.3
113,464.1
127,942.2
36,571.6
84,917.6
279.4
98,093.3
1,068.2
3,787.2
62,199.5
496,149.1
28,461.6
–
292,136.9
Deposits from banks subject to variable rates of interest are mainly charged interest at the 3-month EURIBOR rate or the 6-month EURIBOR rate plus differing margins. During the year under review the 3-month
EURIBOR rate averaged out at 1.393% and the 6-month EURIBOR rate at an average 1.638%. The margins
for newly acquired funds with a maximum 3-month term averaged 1.65 PP in 2011.
Some items of real estate and equipment used by the Group itself are held under finance leases (see note
18). The interest rates for the lease obligations are between 1.15% and 6.60%. The interest component of the
lease payments is usually continuously adjusted to the market interest rate. With the exception of these leasing rate adjustments to reference interest rates, no agreements on conditional rental payments are included.
Derivative financial instruments include forward contracts, diesel purchasing contracts and interest rate
hedges, which are measured at fair value at the end of the reporting period (see note 44).
in EUR thousand
Borrowings and overdrafts from
banks
Lease obligations
Derivative financial instruments
Other financial liabilities
Total
in EUR thousand
Borrowings and overdrafts from
banks
Lease obligations
Derivative financial instruments
Other financial liabilities
Total
Dec 31st 2011
Remaining term
of which secured
by collateral
< 1 year
> 1 year
< 5 years
> 5 years
344,965.4
61,534.8
162,016.8
121,413.8
247,303.2
84,917.6
279.4
65,986.7
496,149.1
16,697.2
–
9,676.1
87,908.1
33,285.8
279.4
35,790.2
231,372.2
34,934.6
–
20,520.4
176,868.8
84,917.6
–
64,732.5
396,953.3
Dec 31st 2010
Remaining term
of which secured
by collateral
< 1 year
> 1 year
< 5 years
> 5 years
164,513.8
55,111.1
36,202.1
73,200.6
142,892.1
98,093.3
1,068.2
28,461.6
292,136.9
22,863.5
965.6
57.8
78,998.0
35,790.9
102.6
250.7
72,346.3
39,438.9
–
28,153.1
140,792.6
98,093.3
–
–
240,985.4
F42
The credit conditions related to a loan for a subsidiary in Switzerland amounting to CHF 10.0m were not
met. This loan was repaid in full at the end of March 2012. Borrowings and overdrafts from banks which are
secured by collateral exclusively relate to real estate. Group obligations under finance leases are secured by
the leased assets totalling a carrying amount of TEUR 119,893.5 (previous year: TEUR 133,512.3) which are
the property of the lessor under civil law.
in EUR thousand
Minimum leasing payments
Present value of
leasing payments
Dec 31st 2011
Dec 31st 2010
Dec 31st 2011
Dec 31st 2010
With a remaining period up to one year
With a remaining period of more than one year and
less than five years
With a remaining period of more than five years
Total
19,182.7
25,305.6
18,876.3
24,944.0
39,943.9
39,340.7
98,467.3
42,703.9
44,547.5
112,557.0
36,313.5
29,727.8
84,917.6
39,068.1
34,081.2
98,093.3
To be deducted: future financing costs
Present value of minimum leasing payments
Recognised in the consolidated financial statements
as: Current liabilities
Non-current liabilities
Total
-13,549.7
84,917.6
-14,463.7
98,093.3
–
84,917.6
–
98,093.3
16,697.2
68,220.4
84,917.6
22,863.5
75,229.8
98,093.3
37. Trade payables
in EUR thousand
Trade payables
Payables to consortia
Total
in EUR thousand
Trade payables
Payables to consortia
Total
Dec 31st 2011
460,590.9
41,585.5
502,176.4
Remaining term
< 1 year
> 1 year
< 5 years
> 5 years
428,877.9
41,585.5
470,463.4
31,713.0
–
31,713.0
–
–
–
Dec 31st 2010
449,200.4
37,926.8
487,127.2
of which secured
by collateral
Remaining term
–
–
–
of which secured
by collateral
< 1 year
> 1 year
< 5 years
> 5 years
418,327.1
37,926.8
456,253.9
30,873.3
–
30,873.3
–
–
–
–
–
–
Trade payables are classified as current as they are to be settled within the entity’s normal operating cycle.
F43
38. Other financial liabilities
in EUR thousand
Payables to non-consolidated
subsidiaries
Payables to associates
Payables to other shareholdings
Payables to staff
Other
Total
in EUR thousand
Payables to non-consolidated
subsidiaries
Payables to associates
Payables to other shareholdings
Payables to staff
Other
Total
Dec 31st 2011
4,065.0
20,664.4
9,899.7
63,331.8
45,428.3
143,389.2
Remaining term
< 1 year
> 1 year
< 5 years
> 5 years
4,065.0
6,703.1
9,867.5
63,331.8
38,540.9
122,508.3
–
11,772.8
21.1
–
2,981.3
14,775.2
–
2,188.5
11.1
–
3,906.1
6,105.7
Dec 31st 2010
3,709.1
26,705.0
6,823.2
63,228.3
26,787.1
127,252.7
of which secured
by collateral
Remaining term
of which secured
by collateral
< 1 year
> 1 year
< 5 years
> 5 years
3,709.1
17,789.1
4,033.1
63,228.3
23,953.1
112,712.7
–
8,915.9
509.7
–
2,834.0
12,259.6
–
–
2,280.4
–
–
2,280.4
F44
–
–
–
–
–
–
–
–
–
–
–
–
39. Other liabilities
in EUR thousand
Tax liabilities
Social security liabilities
Advances received
Other
Total
in EUR thousand
Tax liabilities
Social security liabilities
Advances received
Other
Total
Dec 31st 2011
50,058.2
11,779.8
98,020.6
35,693.1
195,551.7
Remaining term
< 1 year
> 1 year
< 5 years
> 5 years
50,058.2
11,779.8
98,020.6
1,712.1
161,570.7
–
–
–
–
–
–
–
–
33,981.0
33,981.0
Dec 31st 2010
55,769.5
12,119.5
105,892.2
31,280.8
205,062.0
of which secured
by collateral
Remaining term
–
–
–
–
–
of which secured
by collateral
< 1 year
> 1 year
< 5 years
> 5 years
55,769.5
12,119.5
105,892.2
1,331.1
175,112.3
–
–
–
–
–
–
–
–
29,949.7
29,949.7
–
–
–
–
–
40. Tax payables
Current income tax payables are shown under tax liabilities. Pursuant to Art. 9 Austrian Corporation Tax Act
(öKStG), losses of foreign Group members amounting to TEUR 39,140.5 (previous year: TEUR 21,888.0) were
not capitalised as they were characterised as frozen losses or had a long-term horizon for utilisation.
41. Contingent liabilities and guarantees
in EUR thousand
Guarantees, guarantee bonds and other contingent liabilities
of which for associates
2011
2010
77,066.2
36,077.3
105,089.8
33,307.7
The guarantees primarily relate to securing bank loans of non-consolidated subsidiaries, associates and
other companies in which the Group holds a stake, as well as other liabilities from the operational business
whose availment is theoretically possible, but considered highly improbable.
Other financial liabilities
The operational construction business requires various types of guarantees in order to safeguard contractual
obligations. This generally relates to guarantees for tenders, contract fulfilment, advance payment and warranty. Apart from that the Group is jointly and severally liable for all consortia in which it participates. Claims
arising from these liabilities are not likely.
The Group has access to a syndicated, guaranteed credit line (Avalrahmen) of TEUR 470,000.0 with a remaining term of 1.5 years (see note 47). There are also bilateral credit lines in the amount of TEUR 523,850.0
which generally have a period of one year. As at December 31st 2011 around 70% of these lines had been
drawn on.
F45
42. Notes on segment reporting
Segment reporting is prepared in line with the new internal reporting structure of the PORR Group. Comparative values have been retrospectively adjusted to the new structure, however, comparisons with the segment
information as at December 31st 2011 is only partly possible. The following segments have been defined.
Segment Region 1: Region 1 covers the PORR Group’s operating business on the home markets of Austria,
Germany and Switzerland. A full range of products and services is offered.
Segment Region 2: Region 2 covers the PORR Group’s operating business on the home market of Poland
and the Czech Republic and the core markets in CEE and SEE. Permanent business is being built up stepby-step on these markets.
Segment Infrastructure: The Infrastructure segment bundles the core competencies in public infrastructure.
It includes the departments of tunnel construction, railway construction, road and bridge construction, power
plant construction, foundation engineering and large-scale civil engineering projects.
Segment Environmental Engineering: The Environmental Engineering segment bundles expertise in the
fields of remediation of contaminated sites, waste, renewable energy, water supply and wastewater disposal.
Segment Development: The Development segment is largely comprised of the companies specialised in
project development, namely Porr Solutions Immobilien- und Infrastrukturprojekte GmbH, Strauss & Partner
Immobilien GmbH and the shareholding in UBM Realitätenentwicklung AG and its subsidiaries.
Other: This segment includes all of the activities on the MENA region markets, as well as Group services and
shareholdings in non-operational companies.
F46
in EUR thousand
2011
Production output (Group)
Segment revenue (revenue, own work capitalised and other operating income)
Intersegment revenue
EBT (Earnings before tax = segment earnings)
Share of profit/loss of associates
Depreciation, amortisation and impairment expense
of which impairment
Interest income
Interest expense
Region 1
Region 2
1,635,491.2
1,531,379.8
147,312.6
3,897.2
2,540.7
-33,747.2
-2,101.8
2,787.0
-13,827.8
426,273.4
381,097.8
30,887.1
-27,651.0
155.3
-7,139.3
–
2,812.8
-1,930.1
Region 1
Region 2
1,599,646.2
1,495,194.3
149,787.3
17,279.7
3,473.8
-33,651.3
-3,093.2
2,438.3
-8,365.6
465,617.9
430,877.7
26,888.8
-5,428.7
626.7
-6,045.7
-0.1
3,419.9
-1,590.6
in EUR thousand
2010
Production output (Group)
Segment revenue (revenue, own work capitalised and other operating income)
Intersegment revenue
EBT (Earnings before tax = segment earnings)
Share of profit/loss of associates
Depreciation, amortisation and impairment expense
of which impairment
Interest income
Interest expense
The following information relates to geographic business areas in which the Group is active.
in EUR thousand
Domestic
Production output by
customer base 2011
Non-current assets by
company base 2011*
Production output by
customer base 2010
Non-current assets by
company base 2010*
1,822,230.4
968,331.7
1,774,561.5
895,748.3
Germany
Poland
Czech Republic
Hungary
Romania
Switzerland
Serbia
Albania
Slovakia
Netherlands
Croatia
253,494.5
236,291.2
141,444.2
39,809.4
108,539.0
85,143.8
89,143.6
30,404.4
20,429.7
40,085.3
4,784.8
76,550.7
14,989.7
19,686.4
13,699.5
11,300.9
10,249.2
1,216.9
–
1,118.3
–
4,941.0
241,093.3
216,225.4
185,733.5
108,425.6
80,426.4
64,894.0
33,658.9
31,552.1
24,173.0
23,016.9
12,604.2
80,763.3
17,078.3
23,218.0
17,859.7
12,589.5
5,249.5
51.0
1,669.7
5,922.3
Other foreign
Total foreign
Segment total
33,833.7
1,083,403.6
2,905,634.0
2,272.5
156,025.1
1,124,356.8
29,681.9
1,051,485.2
2,826,046.7
560.6
164,961.9
1,060,710.2
* Corresponds to non-current assets in the consolidated statement of financial position without other financial assets and deferred tax assets.
F47
Infrastructure
Environmental Engineering
Development
Other
Group
514,234.9
281,228.9
14,720.4
-46,559.3
1,706.2
-1,484.9
–
45.3
-100.8
70,393.8
29,623.9
8,445.3
3,844.2
1,060.1
-941.8
–
720.6
-113.6
259,240.7
44,265.6
2,372.5
-16,382.4
12,700.6
-2,620.4
-781.2
1,822.9
-5,351.3
–
16,204.2
110,422.4
-2,882.8
-247.3
-5,357.3
–
4,688.2
-24,185.7
2,905,634.0
2,283,800.2
–
-85,734.1
17,915.6
-51,290.9
-2,883.0
12,876.8
-45,509.3
Infrastructure
Environmental Engineering
Development
Other
Group
495,941.3
280,562.6
11,969.3
9,408.9
-410.4
-5.738.3
–
535.9
-1,077.8
88,844.7
26,678.0
21,791.2
2,385.1
-794.7
-1,022.7
–
644.6
-148.9
175,951.9
30,234.1
6,496.3
-1,822.4
10,507.7
-1,031.2
-522.0
322.9
-2,420.1
44.7
18,083.2
98,340.1
-1,090.5
–
-6,206.3
–
3,005.4
-22,508.5
2,826,046.7
2,281,629.9
–
20,732.1
13,403.1
-53,695.5
-3,615.3
10,367.0
-36,111.5
43. Notes on the cash flow statement
The cash flow statement is broken down into separate cash flows from operating, investing and financing
activities, in which the cash flow from operating activities is derived according to the indirect method. The financial fund comprises exclusively cash on hand/at bank and corresponds to the value shown in the statement of
financial position for cash and cash equivalents.
44. Notes on financial instruments
44.1. Capital risk management
The fundamental aim of the Group’s capital management is to increase equity and to significantly decrease
debt. In 2011, the year under review, there was a decrease in equity from TEUR 477,291.8 to TEUR 303,242.8,
which was primarily caused by the acquisition of the shares in TEERAG-ASDAG AG which had not been previously owned by the company, as well as the consolidated loss which was affected by the write-downs and
losses in Hungary and Romania. In parallel, debt increased to TEUR 636,054.5. The equity ratio thereby fell
from 21.9% at December 31st 2010 to 14.1% at December 31st 2011.
The Net Gearing Ratio, defined as net financial debt divided by equity, is applied for the control of capital management. The interest-bearing net debt is the balance between interest-bearing current assets and
interest-bearing liabilities. Net gearing in relation to equity stood at 2.1 as at December 31st 2011.
F48
44.2. Categories of financial instruments
44.2.1. Carrying amounts, measurement rates and fair values
in EUR thousand
Assets
Loans
Other financial shareholdings and securities (1)
Other financial shareholdings and securities
Trade receivables
Other assets
Derivatives
(without hedges)
Cash and cash equivalents
Liabilities
Bonds
at fixed interest rates
Deposits from banks
at fixed interest rates
at variable interest rates
Lease obligations (2)
Other financial liabilities
at fixed interest rates
at variable interest rates
Trade payables
Other liabilities
Derivatives (with hedges)
by category:
Loans and receivables
Cash and cash equivalents
Available-for-sale
financial assets (1)
Available-for-sale
financial assets
Financial assets
held for trading
Derivative liabilities
(with hedges)
Financial liabilities
measured at amortised cost
Measurement in acc. with IAS 39
(continuing)
Fair Value
Fair Value
Fair value
Acquisition
other com- affecting net
hierarchy
costs
prehensive
income (IFRS 7.27A)
income
Meas­
urement
category in
accordance
with IAS 39
Carrying
amount at
Dec 31st
2011
LaR
AfS (at cost)
37,227.6
14,309.3
AfS
11,131.1
LaR
LaR
602,639.3
161,693.7
FAHfT
968.8
153,812.5
FLAC
293,717.9
293,717.9
299,635.5
FLAC
FLAC
113,464.1
231,501.3
84,917.6
113,464.1
231,501.3
84,917.6
85,295.3
231,501.3
84,917.6
FLAC
FLAC
FLAC
FLAC
62,199.5
3,787.2
502,176.4
143,389.2
279.4
62,199.5
3,787.2
502,176.4
143,389.2
62,199.5
3,787.2
502,176.4
143,389.2
279.4
801,560.6
153,812.5
801,560.6
801,560.6
153,812.5
AfS
(at cost)
14,309.3
14,309.3
n/a
AfS
11,131.1
FAHfT
968.8
LaR
37,227.6
14,309.3
37,227.6
n/a
11,131.1
Level 1
602,639.3
161,693.7
279.4
968.8
279.4
F49
Level 2
Level 2
11,131.1
FLAC 1,350,235.6 1,350,235.6
11,131.1
602,639.3
161,693.7
968.8
279.4
Fair value
at Dec 31st
2011
968.8
153,812.5
Level 1
11,131.1
Level 2
968.8
Level 2
279.4
1,324,197.2
in EUR thousand
Assets
Loans
Other financial shareholdings and securities (1)
Other financial shareholdings and securities
Trade receivables
Other assets
Derivatives
(without hedges)
Cash and cash equivalents
Liabilities
Bonds
at fixed interest rates
at variable interest rates
Deposits from banks
at fixed interest rates
at variable interest rates
Lease obligations (2)
Other financial liabilities
at variable interest rates
Trade payables
Other liabilities
Derivatives
(without hedges)
Derivatives (with hedges)
by category:
Loans and receivables
Cash and cash equivalents
Available-for-sale
financial assets (1)
Available-for-sale
financial assets
Financial assets
held for trading
Financial liabilities
held for trading
Derivative liabilities
(with hedges)
Financial liabilities
measured at amortised cost
Measurement in acc. with IAS 39
(continuing)
Fair Value
Fair Value
Fair value
Acquisition
other com- affecting net
hierarchy
costs
prehensive
income (IFRS 7.27A)
income
Meas­
urement
category in
accordance
with IAS 39
Carrying
amount at
Dec 31st
2010
LaR
AfS (at cost)
39,979.4
23,603.4
AfS
10,801.0
LaR
LaR
652,369.5
133,537.8
FAHfT
2,794.7
212,160.8
FLAC
FLAC
353,280.7
8,089.8
353,280.7
8,089.8
362,418.5
8,089.8
FLAC
FLAC
36,571.6
127,942.2
98,093.3
36,571.6
127,942.2
98,093.3
38,488.6
127,942.2
98,093.3
FLAC
FLAC
FLAC
28,461.6
487,127.2
127,252.8
28,461.6
487,127.2
127,252.8
28,461.6
487,127.2
127,252.8
FLHfT
722.2
346.0
LaR
39,979.4
23,603.4
Fair value
at Dec 31st
2010
39,979.4
n/a
10,801.0
Level 1
652,369.5
133,537.8
10,801.0
652,369.5
133,537.8
2,794.7
722.2
346.0
Level 2
Level 2
Level 2
2,794.7
212,160.8
722.2
346.0
825,886.7
212,160.8
825,886.7
825,886.7
212,160.8
AfS
(at cost)
23,603.4
23,603.4
n/a
AfS
10,801.0
FAHfT
2,794.7
FLHfT
722.2
10,801.0
346.0
346.0
FLAC 1,168,725.9 1,168,725.9
F50
Level 1
10,801.0
2,794.7
Level 2
2,794.7
722.2
Level 2
722.2
Level 2
346.0
1,179,780.7
(1) These are related to Group shareholdings, predominantly shares in GmbHs, whose fair value cannot be
reliably measured and for which there is no active market so that it is measured at acquisition cost less possible
impairment. There are currently no concrete plans to sell.
(2) Lease obligations fall under the application of IAS 17 and IFRS 7.
The fair value of trade receivables and trade payables corresponds to the carrying amount, as the majority
of these are current. Every financial instrument is categorised as available for sale if it does not fall into any
other valuation category under IAS 39. The fair value valuation for derivatives is determined in accordance with
market data from information service provider REUTERS. Liabilities from bank loans and overdrafts and bonds
are valued under the discounted cash flow valuation method, whereby the zero coupon yield curve published
by REUTERS as of December 31st 2011 was used for the discounting of the cash flow.
44.2.2. Net income by measurement category
in EUR thousand
Loans and receivables
Available-for-sale
financial assets
Available-for-sale
financial assets
Derivatives
(without hedges)
Financial liabilities measured at amortised cost
From interest/
income
at fair value
Allowances
From disposal
Net income
2011
LaR
AfS
(at cost)
13,511.4
–
-43,689.0
–
-30,177.6
2,219.6
–
-11,664.8
12.6
-9,432.6
AfS
FAHfT/
FLHfT
399.8
-200.9
–
–
198.9
–
1,394.4
–
–
1,394.4
FLAC
-39,119.6
–
–
–
-39,119.6
From disposal
Net income
2010
in EUR thousand
Loans and receivables
Available-for-sale
financial assets
Available-for-sale
financial assets
Derivatives
(without hedges)
Financial liabilities measured at amortised cost
From subsequent measurement
From interest/
income
From subsequent measurement
at fair value
Allowances
LaR
AfS
(at cost)
11,257.3
–
–
–
11,257.3
2,422.5
–
-4,039.7
68.7
-1,548.5
AfS
FAHfT/
FLHfT
302.0
98.0
–
-2.4
397.6
–
221.8
–
–
221.8
FLAC
-30,293.7
–
–
–
-30,293.7
Allowances for loans and receivables amounting to TEUR 43,689.0 relate to large-scale projects in
Hungary and Romania and were deducted from revenues.
F51
44.3. Aims of financial risk management
Managing financial risks, in particular liquidity risks, interest rate/currency risks and risks from fluctuating
raw material prices, are governed by standard Group guidelines. The management’s aim is to minimise the
risks as far as possible. Hence, derivative and non-derivative hedging instruments are used in line with evaluations. Nevertheless, in general the only risks which are anticipated are those which have consequences on the
Group’s cash flow. Derivative financial instruments are used exclusively as hedging instruments, i.e. they are
not used for trade or other speculative purposes.
All hedge transactions are performed centrally by the Group treasury, unless in specific cases other Group
companies are authorised to conclude transactions outside the Group treasury. An internal control system
designed around current requirements has been implemented to monitor and control risks linked to money
market and foreign exchange trading. All Group treasury activities are subject to strict risk/processing control,
the cornerstone of which is the functional separation of commerce, processing and accounting.
44.4. Liquidity risks
The liquidity risk is defined as the risk that liabilities cannot be paid upon maturity.
At December 31st 2011 net debt, defined as the balance from cash and cash equivalents, bonds and current and non-current financial liabilities, amounted to TEUR 636,054.5 (previous year: TEUR 441,346.6).
Current liabilities exceed current assets by TEUR 65,370.1 (previous year: surplus of TEUR 52,911.3),
whereby trade receivables exceeded trade payables by TEUR 100,462.9 (previous year: TEUR 165,242.3).
Current financial liabilities, defined as the current portion of bonds and de facto current financial liabilities,
amount to TEUR 157,537.7 (previous year: TEUR 146,819.6) and are almost covered by cash and cash
equivalents of TEUR 153,812.5 (previous year: TEUR 212,160.8).
Bonds worth TEUR 224,088.3 were part of non-current financial liabilities of TEUR 632,329.3. Another bond
of TEUR 69,961.7 is up for return in May 2012 and is therefore shown in current financial liabilities. The repayment of this bond can – as long as no new capital market transactions are undertaken – be refinanced through
the facility which was concluded in 2010 in the course of the Austrian Corporate Liquidity Strengthening Act.
At the end of the reporting period there was TEUR 248,641.0 (previous year: TEUR 339,200.0) available in
bank lines for cash loans, which could be drawn on for immediate refinancing of current financial liabilities. With
regard to the syndicated guaranteed credit line which was granted and used, see notes 41 and 47.
F52
44.4.1. Table of liquidity and interest rate risks
in EUR thousand
Average interest
rate
Non-discounted payment flow
Until March 2012 April to Dec 2012
Bonds
at fixed interest rates
Borrowings and overdrafts from
banks
at fixed interest rates
at variable interest rates
Lease obligations
Other financial liabilities
at fixed interest rates
at variable interest rates
Trade payables
in EUR thousand
from 2017
5.55%
-
84,306.3
255,750.0
-
3.67%
3.10%
2.87%
1,555.0
19,598.6
7,709.8
11,188.5
36,459.1
11,472.9
89,713.1
84,183.2
39,943.9
45,441.7
144,630.6
39,340.7
1.00%
4.50%
interest-free
5.1
419,567.7
11,483.5
54.9
9,310.2
39,462.4
250.3
31,713.0
19,806.7
3,476.9
–
Average interest
rate
Non-discounted payment flow
Until March 2011 April to Dec 2011
Bonds
at fixed interest rates
at variable interest rates
Borrowings and overdrafts from
banks
at fixed interest rates
at variable interest rates
Lease obligations
Other financial liabilities
at variable interest rates
Trade payables
2013 to 2016
2012 to 2015
from 2016
5.63%
3.58%
-
78,050.0
8,120.5
340,056.3
-
-
3.06%
2.74%
2.20%
7,822.3
8,445.4
9,936.6
15,344.4
28,742.1
15,369.0
7,580.2
41,979.8
42,703.9
9,529.7
96,270.3
44,547.5
4.50%
interest-free
–
408,996.4
57.8
9,330.6
250.7
30,873.3
28,153.0
-
Payables to consortia and other financial liabilities largely led to cash outflows at the carrying amounts upon
maturity.
44.5. Interest rate risk management
The interest rate risk is defined as the risk from rising interest cost or falling interest income in connection
with financial items. For the PORR Group this risk results almost exclusively from the scenario of rises in interest rates, especially in the short term. Any future hedge transactions that are required will be concluded by the
Group’s financial management. As of the closing date, the management of this risk was conducted with nonderivative instruments and with an interest rate swap amounting to TEUR 80,000.0, which was designated as
a cash flow hedge.
The IRS involve the exchange of variable interest flows for fixed interest flows and are due in November 2013.
An analysis of the floating interest rate position, which amounted to TEUR 339,340.7 at December 31st
2011, showed the following sensitivities which would occur under the scenarios of interest rate increases of
0.40 PP and 1.70 PP. The extent of the interest rate increases is based on the average volatility of the 3-month
and 6-month EURIBOR in 2011. An interest rate bandwidth of 40 BPS therefore falls statistically within a
probability band of 67% and the probability of an interest rate bandwidth of 170 BPS is respectively 99%. The
simulated impact on interest rates is as follows:
F53
in EUR thousand
Higher payable interest
for the year 2012
Higher payable interest
from 2013
973.0
4,126.0
1,378.0
5,858.0
At interest rate rise of 0.40 PP
At interest rate rise of 1.70 PP
44.6. Risks from changes to raw material prices
As at December 31st 2011 the diesel demand for a power plant project in Albania had been hedged by
means of options based on standardised contracts (ULSD 10PPM), for a total of 779 tonnes for the business
year 2012.
Valued at the concluded hedging rate, these hedges correspond to a total value of around TEUR 453.6.
Because of the rise in the price of diesel at year-end, there is a valuation gain from hedges amounting to
around TEUR 109.6, which – in the absence of designation as hedge purchases in accordance with IAS 39 –
was recognised in profit or loss.
The risk of price changes in construction steel was only hedged by means of long-term price fixing in 2011.
Owing to the lack of functioning derivative markets in this area, the price risk of other significant materials
purchases as viewed at December 31st 2011 were also assured through long-term frame contracts.
44.7. Foreign currency risks
The foreign currency risk is treated within the PORR Group as transaction-oriented and results either from
construction contracts or from financing in connection with such contracts. Group policy is to hedge the ope­rational foreign currency risks completely. In accordance with the respective functional currency of the Group
unit which is processing the order, PORR aims to conduct local orders in the corresponding national currencies. This happens in every instance in which the services to be rendered are locally generated. If this does
not succeed, or if services must be provided in other currencies, the resulting risk is secured by hedging. With
regard to derivative financial instruments, the Group financial management exclusively use forward contracts
and first generation currency options (see note 44.8).
As of December 31st 2011, currency risks, which primarily result from intragroup financing transactions and/
or from residual CHF financing, were subject to a simulation, in order to be able to estimate possible risks from
changes to foreign exchange rates:
FX position in TEUR
Local currency
FX position in local currency
(in thousand)
VAR* in TEUR
5,204.8
1,619.1
-14,838.9
-13,205.5
-1,305.5
1,951.5
571.1
ALL
CHF
HRK
HUF
PLN
RSD
various
-721,723.0
-1,968.2
111,840.9
4,154,177.9
5,820.0
-208,572.5
various currencies
76.6
-76.6
-267.4
-830.2
-68.1
81.0
-13.4
* VAR = Value At Risk at a one-sided 99% confidence interval, this corresponds to a standard deviation of
2.3 over a time period of ten days. Correlations between currency pairs remain unconsidered.
The simulated maximum loss at a probability of 99% and over a time period of ten days is currently around
TEUR 1,098.2.
F54
44.8. Hedging currency risks
The PORR Group had concluded forward exchange contracts of TEUR 103,259.1 (previous year: TEUR
129,000.0) at December 31st 2011. Of these, TEUR 63,497.2 were forward purchases and TEUR 39,761.9
were forward sales. Around TEUR 20,794.0 (previous year: TEUR 38,700.0) are used as hedges for project cash
flows and the remainder of TEUR 82,465.1 (previous year: TEUR 90,300.0) for hedging intragroup financing.
At December 31st 2011 the market valuation of open forwards exchange contracts resulted in a fair value of
TEUR -800.1. In the fiscal year 2011 a total of TEUR 1,471.3 which resulted from changes in the fair value of
forward contracts was recognised in profit or loss.
The following table shows the predicted contractual due dates for payments from forward contracts as estimated on December 31st 2011, i.e. when payments from the underlying transactions are expected:
EUR forward purchases
Due date
January 2012
February 2012
March 2012
April 2012
May 2012
June 2012
July 2012
August 2012
September 2012
October 2012
November 2012
December 2012
January 2013
February 2013
March 2013
EUR forward sales
Due date
January 2012
February 2012
March 2012
April 2012
May 2012
June 2012
July 2012
August 2012
September 2012
October 2012
November 2012
December 2012
January 2013
February 2013
March 2013
Cash flows in EUR thousand
CHF
HUF
QAR
100.1
RON
Total
2,260.0
12,771.4
8,316.8
3,649.0
–
–
32,182.8
–
2,260.0
1,577.7
–
122.6
–
317.1
2,299.9
–
RON
Total
1,858.0
5,317.5
15,287.3
4,065.2
1,176.0
2,160.0
1,560.0
1,714.0
1,563.0
1,870.0
2,076.0
1,128.0
207.0
135.0
–
1,503.0
2,681.1
1,848.1
1,864.3
4,134.1
5,956.2
6,468.7
1,684.6
944.1
27,508.4
3,730.3
1,577.7
122.6
317.1
2,299.9
Cash flows in EUR thousand
PLN
CHF
CZK
13,267.3
1,520.0
2,020.0
2,162.0
1,176.0
2,160.0
1,560.0
1,714.0
1,563.0
1,870.0
2,076.0
1,128.0
207.0
135.0
1,503.0
F55
1,939.5
1,903.2
44.9. Derivative financial instruments
The following table shows the fair values of the different derivative instruments. They are differentiated between whether they are connected or not to a cash flow hedge in accordance with IAS 39.
in EUR thousand
Assets
Derivatives
without hedges
with hedges
Liabilities
Derivatives
without hedges
with hedges
2011
2010
968.8
–
2,794.7
–
–
279.4
722.1
346.0
44.10. Credit risks
The risk related to receivables from customers can be classified as marginal, owing to the broad dispersion
and ongoing creditworthiness checks. Specific to the industry, construction contracts require an advance payment by the general contractor which will not be covered by payments until a later date. To reduce the default
risk an extensive creditworthiness check is carried out and adequate sureties are agreed as far as possible.
The risk of default in the case of other original financial instruments stated on the assets side of the statement of financial position is also regarded as low because all contracting parties are financial institutions and
other debtors with prime credit standing. The carrying amount of the financial assets represents the maximum
risk of default. Where risks of default are recognised in relation to financial assets, account is taken of these
risks by performing allowances for impairment. Except for these, there are no occurrences of concentration of
risk arising from significant outstanding amounts from individual debtors.
At December 31st 2011 the maximum credit risk amounted to TEUR 983,549.5 (previous year: TEUR
1,077,429.1) and relates mainly to loans, other financial investments and securities, other financial assets,
trade receivables and cash and cash equivalents.
45. Average staffing levels
2011
2010
Salaried employees
Domestic
Foreign
2,664
1,900
2,651
1,921
Waged workers
Domestic
Foreign
5,541
1,492
5,576
1,506
11,597
11,654
Total staff
46. Related party disclosures
In addition to subsidiaries and associates, related parties include B&C Privatstiftung and the companies
over which it has control, and the companies of the Ortner Group, as they or their controlling entity has a
significant influence over PORR AG through the shares which they hold. The Strauss & Partner Group is also
a related party as a member of the Executive Board of PORR AG has significant influence over it. In addition
to people who have a significant influence over PORR AG, related parties also include the members of the
F56
Executive and Supervisory Boards of PORR AG as well as their close family members.
Transactions between Group companies included in the consolidated financial statements were eliminated
on consolidation and are not examined any further. Receivables from non-consolidated companies totalled
TEUR 14,468.9 (previous year: TEUR 15,262.2), of which TEUR 2,531.6 (previous year: TEUR 4,198.8) related
to financing receivables.
Transactions between Group companies and their associated companies are disclosed in the following
analysis.
In EUR thousand
Associates
Sales of goods
and services
2011
2010
73,788.6
112,618.3
Purchases of goods
and services
2011
2010
57,311.4
76,849.3
Receivables
Liabilities
2011
2010
2011
2010
47,860.4
39,515.5
20,664.4
26,705.0
Transactions with other related companies were as follows:
In EUR thousand
Ortner Group
Strauss & Partner
Group
B & C Group
Sales of goods
and services
2011
2010
Purchases of goods
and services
2011
2010
Receivables
Liabilities
2011
2010
2011
2010
2,465.8
1,248.7
34,950.0
7,285.5
854.0
1,025.6
5,997.4
–
32,366.8
2,658.2
–
2,438.3
1,001.6
52.9
–
–
3,995.0
3.7
–
132.2
633.5
5.4
–
–
Outstanding accounts receivable are not secured and are settled in cash. With the exception of guarantees
taken on for associates which totalled TEUR 36,077.3 (previous year: TEUR 33,307.7), and for which no fees
are generally charged, no guarantees were given nor were any enforced. No allowances were made in respect
of amounts owed by related companies or persons, nor were any bad debt losses booked during the year
under review.
47. Events after the end of the reporting period and other information
The Executive Board of PORR AG approved the consolidated financial statements and handed them over to
the Supervisory Board on April 26th 2012. The following significant events occurred between the closing date
and the submission to the Supervisory Board.
Financial Covenants
In the business year 2011 allowances and provisions amounting to TEUR 65,192.6 and current losses of
TEUR 16,781.0 were recorded on open receivables and receivables which have not been recovered to date
from large-scale, multi-year projects in Hungary and Romania which had been either fully or partially completed
(see note 12 and note 44.2.2.).
These losses, as well as the effect on equity caused by the acquisition of the remaining shares in TEERAGASDAG AG, were the main factors in why the agreed financial covenants on the 2011 consolidated financial
statements, part of the syndicated credit line (Avalrahmen), were not fulfilled. At December 31st 2011 the
syndicated credit line amounted to TEUR 470,000.0, of which a sum of TEUR 317,954.0 had been used. The
portion used breaks down as follows:
F57
in EUR thousand
Prepayment guarantees
Performance bonds
Tender guarantees
Contract guarantees/cover retentions
Other guarantees
Total
44,605.0
110,318.0
43,851.0
107,736.0
11,444.0
317,954.0
At the beginning of February 2012 a waiver was secured for the financial covenants with regard to the
2011 consolidated accounts by the lead manager of the syndicated credit line. The contractually agreed
term of the syndicated credit line ends on June 30th 2013. Because of the exemption granted for the 2011
consolidated financial statements, the next scheduled evaluation of the financial covenants will be for the
2012 consolidated financial statements; notice only has to be given in instances where business developments cause conditions to occur in which meeting the financial covenants appears to be under threat. From
today’s perspective and based on current planning, the Executive Board assumes that all agreed financial
covenants for 2012 will once again be met.
Focus and consolidation measures
In 2012 the Executive Board is planning to press ahead with the Group’s reorganisation, which was introduced in 2011, and to react to changing market conditions quickly and appropriately. The organisational initiatives implemented in 2011 simplified structures and brought together multiple construction units in Austria
into a new legal entity. Another focal point lies in process optimisation, with the goal of making the company
more efficient and more effective. Here one significant contributor will be the »fitforfuture« programme,
launched in 2012; this cost-cutting programme will involve streamlining processes in the administrative and
Shared Services departments. »fitforfuture« should contribute to reducing material, project and process
costs, as well as cutting structural costs.
In addition to this, the Executive Board is planning an operational focus on pre-defined home and core
markets.
48. Fees paid to the Group’s auditors
The following table shows the fees paid to the Group’s auditors in the year under review:
in EUR thousand
Audit services
Other audit services
Tax advisory services
Other advisory services
Deloitte Österreich
2011
183.0
103.1
145.7
15.3
F58
2010
BDO Austria
2011
2010
121.9
199.5
88.5
79.9
119.4
166.2
–
–
180.0
216.1
–
–
49. Executive bodies
Members of the Executive Board:
Karl-Heinz Strauss, Chief Executive Officer
Christian B. Maier (from February 1st 2012)
J. Johannes Wenkenbach (from February 1st 2012)
Johannes Dotter (until February 4th 2011)
Rudolf Krumpeck (until February 1st 2012)
Peter Weber (until February 1st 2012)
Members of the Supervisory Board:
Klaus Ortner, Chairman (Deputy Chairman until June 9th 2011, Chairman from June 9th 2011)
Friedrich Kadrnoska, Deputy Chairman (Chairman until June 9th 2011, Deputy Chairman from June 9th 2011)
Nematollah Farrokhnia
Michael Junghans
Martin Krajcsir
Walter Lederer
Iris Ortner
Wolfgang Reithofer
Karl Samstag
Thomas Winischhofer
Members delegated by the Works Council:
Peter Grandits
Walter Huber
Walter Jenny
Michael Kaincz (from June 9th 2011)
Michael Tomitz (from June 9th 2011)
Johann Karner (until June 9th 2011)
Albert Stranzl (until June 9th 2011)
The table below shows the emoluments of the managers in key positions, i.e. the members of the
Executive Board and of the Supervisory Board of PORR AG broken down according to payment categories:
In EUR thousand
Emoluments of the Executive Board
Short-term benefits due
Emoluments due on or after completion of the management contract
Other long-term benefits due
Total
Emoluments of the Supervisory Board
Short-term benefits due
2011
2010
2,075.8
91.2
2,167.0
2,487.8
456.2
2,944.0
78.6
145.7
The remunerations of the Executive Board include defined contribution plans amounting to TEUR 82.5
(previous year: TEUR 133.5).
April 26th 2012, Vienna
The Executive Board
Karl-Heinz Strauss
Christian B. Maier
J. Johannes Wenkenbach
F59
Shareholdings
Company
Affiliated companies
Affiliated companies limited by shares
»DIKE« Liegenschaftsverwertung
Gesellschaft m.b.H.
»EAVG Enzersdorfer Abfallverwertungs­
gesellschaft m.b.H.«
»HELIOS« Immobilien Verwaltungsund Verwertungsgesellschaft m.b.H.
»PET« Deponieerrichtungs- und
Betriebsgesellschaft m.b.H.
»Zentrum am Stadtpark« Errichtungsund Betriebs-Aktiengesellschaft
ABAP Beteiligungs Holding GmbH
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of Currency
consolidation
Nominal
capital
AUT
Vienna
0.00%
100.00%
F
EUR
36,336.42
AUT
Vienna
37.50%
100.00%
N
EUR
0.00
AUT
Vienna
50.00%
100.00%
F
EUR
36,336.42
AUT
Vienna
50.00%
100.00%
N
EUR
0.00
AUT
AUT
Vienna
Vienna
Mauer, pol.
Amstetten
Vienna
Kematen
in Tyrol
66.67%
100.00%
66.67%
100.00%
F
F
EUR
EUR
87,207.40
35,000.00
0.00%
0.00%
100.00%
100.00%
F
F
EUR
EUR
36,336.42
3,633,641.71
0.00%
100.00%
F
EUR
36,400.00
AGes-Bau Asphalt-Ges.m.b.H.
Allgemeine Straßenbau GmbH
*
*
AUT
AUT
Alois Felser Gesellschaft m.b.H.
aqua plus Wasserversorgungs- und
Abwasserentsorgungs-GmbH
ARIWA Beteiligungs GmbH
ASCHAUER Zimmerei GmbH
ASDAG Baugesellschaft m.b.H.
Asphalt-Unternehmung
Carl Günther Gesellschaft m.b.H.
Asphaltunternehmung Dipl.-Ing. O. Smereker &
Co. Gesellschaft m.b.H.
Bahnhofcenter Entwicklungs-, Errichtungsund Betriebs GmbH
Baugesellschaft m.b.H. Erhard Mörtl
Baumgasse 131 Bauträger- und
Verwertungsgesellschaft m.b.H.
Bosch Baugesellschaft m.b.H.
BZW Liegenschaftsverwaltungs GmbH
Edos Beteiligungsverwaltungs GmbH
Eisenschutzgesellschaft m.b.H.
Emiko Beteiligungsverwaltungs GmbH
EPS Haagerfeldstraße – Business.Hof Leonding 2
Errichtungs- und Verwertungs GmbH
EPS MARIA LANZENDORFERSTRASSE 17
Errichtungs- und Beteiligungs GmbH
EPS MARIANNE-HAINISCH-GASSE LITFASS-STRASSE Liegenschaftsverwertungsund Beteiligungsverwaltungs-GmbH
EPS Office Franzosengraben GmbH
*
AUT
°
°
*
Vienna
AUT
AUT
Vienna
AUT Gars am Kamp
AUT
Vienna
0.00%
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
100.00%
F
F
F
F
EUR
EUR
EUR
EUR
2,700,000.00
35,000.00
75,000.00
726,728.34
*
AUT
Vienna
0.00%
100.00%
F
EUR
218,018.50
*
AUT
0.00%
100.00%
F
EUR
36,336.42
*
*
AUT
AUT
Vienna
Unter­
premstätten
Wolfsberg
0.00%
0.00%
100.00%
100.00%
F
F
EUR
EUR
350,000.00
50,870.98
AUT
AUT
AUT
AUT
AUT
AUT
Vienna
Vienna
Vienna
Vienna
Vienna
Vienna
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
F
F
F
F
F
N
EUR
EUR
EUR
EUR
EUR
EUR
35,000.00
51,000.00
36,336.42
35,000.00
43,603.70
0.00
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
AUT
AUT
Vienna
Vienna
0.00%
0.00%
100.00%
100.00%
N
N
EUR
EUR
0.00
0.00
*
*
°
F60
Company
EPS Rathausplatz Guntramsdorf Errichtungsund Beteiligungsverwaltungs GmbH
EPS Rennweg Hotelerrichtungs- und
Verwertungs GmbH
EPS RINNBÖCKSTRASSE - LITFASS-STRASSE
Liegenschaftsverwertungs- und
Beteiligungsverwaltungs-GmbH
EPS Tamussinostrasse Errichtungs- und
Beteiligungs GmbH
EPS Tivoli Hotelerrichtungs- und
Beteiligungsverwaltungs GmbH
EPS TRIESTER STRASSE Errichtungsund Beteiligungsverwaltungs GmbH
EPS Welser Straße 17 – Business.Hof Leonding 1
Errichtungs- und Beteiligungs GmbH
Esikas Beteiligungsverwaltungs GmbH
Euphalt-Handelsgesellschaft m.b.H.
FMA Gebäudemanagement GmbH
FPS Infrastruktur Holding GmbH
Gepal Beteiligungsverwaltungs GmbH
Gerhard Wagner Bodenmarkierungsgesellschaft
m.b.H.
Gesellschaft für Bauwesen GmbH
Gesellschaft zur Schaffung von
Wohnungseigentum Gesellschaft m.b.H.
Gevas Beteiligungsverwaltungs GmbH
Giral Beteiligungsverwaltungs GmbH
Golera Beteiligungsverwaltungs GmbH
GORPO Projektentwicklungs- und
Errichtungs-GmbH
Gospela Beteiligungsverwaltungs GmbH
Gostena Beteiligungsverwaltungs GmbH
Grazer Transportbeton GmbH
GREENPOWER Anlagenerrichtungs- und
Betriebs-GmbH
GTB Immobilien GmbH
Haidäcker Projektentwicklung GmbH
Hernalser Hof Beteiligungsverwaltungs GmbH
hospitals Projektentwicklungsges.m.b.H.
IAT GmbH
IBC Business Center Entwicklungs- und
Errichtungs-GmbH
Ing. Otto Richter & Co Straßenmarkierungen
GmbH
Ing. RADL-BAU GmbH
Country
code
Domicile
PORR AG
share
PORR
Group
share
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
*
°
AUT
AUT
AUT
AUT
AUT
AUT
Vienna
Vienna
Linz
Vienna
Vienna
Vienna
0.00%
100.00%
0.00%
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
N
N
F
F
F
F
EUR
EUR
EUR
EUR
EUR
EUR
0.00
0.00
36,336.42
500,000.00
35,000.00
35,000.00
*
*
AUT
AUT
Kremsmünster
Vienna
0.00%
0.00%
100.00%
100.00%
F
F
EUR
EUR
37,000.00
36,336.42
*
AUT
AUT
AUT
AUT
Vienna
Vienna
Vienna
Vienna
99.00%
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
100.00%
F
F
N
F
EUR
EUR
EUR
EUR
290,691.34
35,000.00
0.00
35,000.00
AUT
AUT
AUT
AUT
Vienna
Vienna
Vienna
Gratkorn
0.00%
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
60.00%
N
N
F
N
EUR
EUR
EUR
EUR
0.00
0.00
35,000.00
0.00
AUT
Vienna
Unter­
premstätten
Vienna
Vienna
Graz
Vienna
Unter­
premstätten
Wienersdorf,
pol.
Traiskirchen
Vienna
Unter­
premstätten
Vienna
Vienna
Vienna
Unter­
premstätten
Unter­
premstätten
Linz
Röthis
0.00%
100.00%
N
EUR
0.00
0.00%
0.00%
100.00%
0.00%
0.00%
100.00%
100.00%
100.00%
55.00%
100.00%
F
F
N
F
F
EUR
EUR
EUR
EUR
EUR
37,000.00
40,000.00
0.00
535,000.00
290,691.34
75.00%
100.00%
F
EUR
364,000.00
0.00%
0.00%
100.00%
100.00%
F
F
EUR
EUR
37,000.00
40,000.00
0.00%
100.00%
0.00%
0.00%
100.00%
100.00%
100.00%
100.00%
F
N
N
F
EUR
EUR
EUR
EUR
36,336.42
0.00
0.00
40,000.00
0.00%
100.00%
F
EUR
1,199,101.76
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
F
F
F
EUR
EUR
EUR
875,000.00
35,000.00
35,000.00
°
*
AUT
AUT
AUT
AUT
AUT
AUT
*
*
AUT
AUT
Jandl Baugesellschaft m.b.H.
Joiser Hoch- und Tiefbau GmbH
Juvavum Liegenschaftsverwertung GmbH
Kraft & Wärme Rohr- und Anlagentechnik GmbH
*
*
AUT
AUT
AUT
AUT
Kratochwill Schotter & Beton GmbH
*
AUT
LD Recycling GmbH
M.E.G. Mikrobiologische Erddekontamination GmbH
Nägele Tiefbau GmbH
*
AUT
AUT
AUT
°
F61
Type of Currency
consolidation
Nominal
capital
Company
O.M. Meissl & Co. Bau GmbH
Panitzky Gesellschaft m.b.H.
Pfeiffer & Schmidt Baugesellschaft m.b.H.
Pichlingerhof Liegenschaftsverwertungs GmbH
Porr - living Solutions GmbH
Porr Bau GmbH
Porr Beteiligungsverwaltungs GmbH
Porr Energy GmbH
Porr Equipment Services GmbH
Porr Financial Services GmbH
Porr Infrastruktur Investment AG
Porr Solutions Immobilien- und
Infrastrukturprojekte GmbH
Porr Tunnelbau GmbH
Porr Umwelttechnik GmbH
PPP Campus Bednar Park Errichtungsund Betriebs GmbH
PR - Projekte Realisierungs- und
Deponiebetriebsges.m.b.H.
PRONAT Steinbruch Preg GmbH
REHA Tirol Errichtungs- und
Betriebsgesellschaft m.b.H.
Sabelo Beteiligungsverwaltungs GmbH
Sakela Beteiligungsverwaltungs GmbH
Schatzl & Jungmayr Garten- und
Landschaftsbau GmbH
Schotter- und Betonwerk Karl Schwarzl
Betriebsgesellschaft m.b.H.
Schotterwerk GRADENBERG Gesellschaft m.b.H.
Country
code
Domicile
PORR AG
share
PORR
Group
share
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
Vienna
Vienna
Vienna
Vienna
Vienna
Vienna
Vienna
Vienna
Vienna
Vienna
Vienna
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
100.00%
0.00%
100.00%
0.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
F
F
F
N
F
F
F
F
F
F
F
EUR
85,000.00
EUR
36,336.42
EUR
75,000.00
EUR
0.00
EUR
35,000.00
EUR 11,500,000.00
EUR
35,000.00
EUR
100,000.00
EUR
35,000.00
EUR
500,000.00
EUR
70,000.00
AUT
AUT
AUT
Vienna
Vienna
Vienna
99.96%
0.00%
0.00%
100.00%
100.00%
100.00%
F
F
F
EUR
EUR
EUR
535,000.00
3,997,005.88
1,000,000.00
AUT
Vienna
0.00%
99.00%
F
EUR
35,000.00
AUT
0.00%
100.00%
F
EUR
218,018.50
AUT
Vienna
Unter­
premstätten
0.00%
99.02%
F
EUR
872,000.00
AUT
AUT
AUT
Münster
Vienna
Vienna
0.00%
100.00%
0.00%
55.00%
100.00%
100.00%
F
N
N
EUR
EUR
EUR
35,000.00
0.00
0.00
*
AUT
0.00%
100.00%
F
EUR
35,000.00
*
*
AUT
AUT
100.00%
0.00%
100.00%
100.00%
F
F
EUR
EUR
3,633,641.71
36,336.42
0.00%
0.00%
100.00%
100.00%
F
F
EUR
EUR
110,000.00
35,000.00
0.00%
0.00%
0.00%
0.00%
0.00%
47.51%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
N
F
N
F
F
F
EUR
0.00
EUR
35,000.00
EUR
0.00
EUR
35,000.00
EUR
37,000.00
EUR 12,478,560.00
*
*
*
*
*
°
*
*
*
*
Type of Currency
consolidation
Nominal
capital
Schwarzl Transport GmbH
Senuin Beteiligungsverwaltungs GmbH
AUT
AUT
SFZ Immobilien GmbH
Somax Beteiligungsverwaltungs GmbH
Sovelis Beteiligungsverwaltungs GmbH
STRAUSS & PARTNER IMMOBILIEN GMBH
Tancsos und Binder Gesellschaft m.b.H.
TEERAG-ASDAG Aktiengesellschaft
Unterstützungskasse von Porr-Betrieben
Gesellschaft m.b.H.
Wibeba Holding GmbH
Wiener Betriebs- und Baugesellschaft m.b.H.
WIPEG - Bauträger- und
Projektentwicklungsgesellschaft m.b.H.
WLB Projekt Laaer Berg Liegenschafts­
verwertungs- und Beteiligungs-GmbH
Wohlfahrtseinrichtung von Porr-Betrieben
Gesellschaft m.b.H. in Liqu.
Wohnpark Laaer Berg Verwertungs- und
Beteiligungs-GmbH
ALBA BauProjektManagement Bulgaria EOOD
PORR Bulgaria OOD
PORR Solutions Bulgaria EOOD
Porr visokogradnja i niskogradnja d.o.o. Banjaluka
Privredno drustvo za gradenje i usluge PORR
d.o.o. Sarajevo
Gunimperm-Bauveg SA
AUT
AUT
AUT
AUT
AUT
AUT
Vienna
Unter­
premstätten
Köflach
Unter­
premstätten
Vienna
Unter­
premstätten
Vienna
Vienna
Vienna
Wolfsberg
Vienna
AUT
AUT
AUT
Vienna
Vienna
Vienna
97.50%
0.00%
0.00%
100.00%
100.00%
100.00%
N
F
F
EUR
EUR
EUR
0.00
2,100,000.00
35,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000,000.00
AUT
Vienna
0.00%
75.00%
F
EUR
36,336.42
AUT
Vienna
75.00%
100.00%
N
EUR
0.00
AUT
BGR
BGR
BGR
BIH
Vienna
Sofia
Sofia
Sofia
Banja Luka
75.00%
0.00%
0.00%
0.00%
0.00%
75.00%
100.00%
100.00%
100.00%
100.00%
F
F
F
N
N
EUR
BGN
BGN
BGN
BAM
218,018.50
100,000.00
5,000.00
0.00
0.00
BIH
CHE
Sarajevo
Bellinzona
0.00%
0.00%
100.00%
100.00%
N
F
BAM
CHF
0.00
150,000.00
°
*
*
°
°
F62
Company
PORR Financial Services AG
PORR SUISSE AG
PORR SUISSE S.A. Romandie en liquidation
Porr (Montenegro) DOO, Podgorica
Porr Solutions Cyprus Limited
BAUVEG, hydroizolacní systémy, s.r.o.
NORTHEAST TRADING AND DEVELOPMENT, s.r.o.
OBALOVNA PRÍBRAM, s.r.o.
Porr (Česko) a.s.
Prazské silnicní a vodohospodárské stavby, a.s.
VIDE seize, s.r.o.
ALBA BauProjektManagement GmbH
Alexanderstraße 1 Verwaltungs GmbH
Betzold Rohrbau Verwaltungs-GmbH
City Tower Vienna Grundstücksentwicklungsund Beteiligungs-GmbH
°
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of Currency
consolidation
Nominal
capital
CHE
CHE
CHE
CSD
CYP
CZE
CZE
CZE
CZE
CZE
CZE
DEU
DEU
DEU
Altdorf
Altdorf
Fribourg
Podgorica
Limassol
Prague
Prague
Prague
Prague
Prague
Prague
Oberhaching
Berlin
Munich
99.97%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
100.00%
94.30%
93.94%
F
F
N
N
N
N
N
F
F
F
F
F
N
N
CHF 7,800,000.00
CHF 10,000,000.00
CHF
0.00
EUR
0.00
EUR
0.00
CZK
0.00
CZK
0.00
CZK
100,000.00
CZK 120,000,000.00
CZK 500,000,000.00
CZK
200,000.00
EUR
300,000.00
EUR
0.00
EUR
0.00
DEU
Munich
Ettringen/
Wertach
Hamburg
0.00%
100.00%
N
EUR
0.00
0.00%
0.00%
93.94%
94.30%
F
N
EUR
EUR
250,000.00
0.00
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
88.30%
94.30%
100.00%
93.94%
94.30%
100.00%
93.94%
94.30%
94.65%
93.94%
100.00%
N
N
N
F
N
N
F
F
F
N
F
EUR
0.00
EUR
0.00
EUR
0.00
EUR 1,022,550.00
EUR
0.00
EUR
0.00
EUR 20,249,700.00
EUR
25,564.59
EUR
595,000.00
EUR
0.00
EUR
153,387.56
0.00%
0.00%
0.00%
0.00%
93.94%
93.94%
94.30%
94.65%
N
F
N
F
EUR
EUR
EUR
EUR
0.00
537,000.00
0.00
511,291.88
Emil Mayr Hoch- und Tiefbau GmbH
FAB Beteiligungsgesellschaft mbH
GeMoBau Gesellschaft für modernes Bauen
mbH
Hotel am Kanzleramt Verwaltungs GmbH
IAT Deutschland GmbH
Mast Bau GmbH
Mühlenstraße 11 – 12 Verwaltungs GmbH
Porr Beteiligungs-Aktiengesellschaft in Liqu.
Porr Deutschland GmbH
Porr Solutions Deutschland GmbH
Porr Technobau und Umwelt GmbH
PORR Vermögensverwaltung MURNAU GmbH
Projektierungsteam München GmbH in Liqu.
DEU
DEU
Radmer Kiesvertrieb Verwaltungs GmbH
S & P Immobilien Deutschland GmbH
Seydelstraße Beteiligungs GmbH
Thorn Abwassertechnik GmbH
BAUVEG-WINKLER drustvo s ogranicenom
odgovornoscu za projektiranje, izgradnju i nadzor
FMA Gebäudemanagement drustvo s ogranicenom odgovornoscu za upravljanje zgradama
Porr Habito drustvo s ogranicenom
odgovornoscu za izgradnju stanova
Porr Hrvatska d.o.o. za graditeljstvo
PORR Solutions Hrvatska drustvo s ogranicenom
odgovornoscu za usluge i graditeljstvo
Schwarzl drustvo s ogranicenom odgovornoscu
za obradu betona i sljunka
STANOGRAD ULAGANJA d.o.o. za promet
nekretninama, usluge i graditeljstvo
STANOGRAD ULAGANJA BIBINJE d.o.o. za
promet nekretninama, usluge i graditeljstvo
DBK-Földgép Építési Korlátolt Felelösségü
Társaság
ÉVM Labor Épitöipari Vizsgáló és Minöségellenörzö Korlátolt Felelösségü Társaság
Gamma Real Estate Ingtalanfejlesztö és hasznositó Korlátolt Felelösségü Társaság
Porr Épitési Kft.
Porr Solutions Hungária Kft.
DEU
DEU
DEU
DEU
Berlin
Berlin
Munich
Hamburg
Berlin
Munich
Munich
Berlin
Munich
Murnau
Munich
Aschheim,
Lk Munich
Magdeburg
Berlin
Munich
HRV
Zagreb
0.00%
100.00%
N
HRK
0.00
HRV
Zagreb
0.00%
100.00%
N
HRK
0.00
HRV
HRV
Zagreb
Zagreb
0.00%
0.00%
100.00%
100.00%
F
F
HRK
HRK
22,000.00
4,000,000.00
HRV
Zagreb
0.00%
100.00%
N
HRK
0.00
HRV
Glina
0.00%
100.00%
F
HRK
9,842,000.00
°
HRV
Zagreb
0.00%
100.00%
F
HRK
150,000.00
°
HRV
Zagreb
0.00%
100.00%
F
HRK
20,000.00
HUN
Budapest
0.00%
100.00%
F
HUF
6,000,000.00
HUN
Budapest
0.00%
100.00%
F
HUF
7,080,000.00
HUN
HUN
HUN
Budapest
Budapest
Budapest
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
F
F
N
HUF 3,000,000.00
HUF 30,000,000.00
HUF
0.00
DEU
DEU
DEU
DEU
DEU
DEU
DEU
DEU
DEU
DEU
DEU
F63
Company
Teerag-Asdag Épitöipari és Kereskedelmi
Korlátolt Felelösségü Társaság
Teerag-Aszfalt Épitöipari és Kereskedelmi
Korlátolt Felelösségü Társaság
Porr Iran Construction Company Ltd.
IAT Impermeabilizzazioni Srl
PORR GRADEZNISTVO DOOEL Skopje
Porr Nederland B.V.
Porr Construction LLC
»Stal-Service« Spólka z ograniczona
odpowiedzialnoscia
Bartycka Real Estate Spólka z ograniczona
odpowiedzialnoscia
DSC Spólka z ograniczona odpowiedzialnoscia
PORR (POLSKA) Spólka Akcyjna
Porr Solutions Polska Spólka z ograniczona
odpowiedzialnoscia
PTU Polska Spólka z ograniczona
odpowiedzialnoscia
TEERAG-ASDAG POLSKA Spólka z
ograniczona odpowiedzialnoscia
RADMER BAU PORTUGAL CONSTRUCOES, LIMITADA
PORR Qatar Construction WLL
ALBA ProjectManagement Romania S.R.L.
Lamda Imobiliare SRL
Porr Construct S.R.L.
PORR RAILWAY TRANSPORT S.R.L.
Porr Solutions S.R.L.
SC Schwarzl Beton SRL
Yipsilon Imobiliare SRL
Gradevinsko preduzece Porr d.o.o.
Porr stambena izgradnja d.o.o. - u likvidaciji
TRACK EXPERTS D.O.O. BEOGRAD,
MILUTINA MILANKOVICA 11A
FMS Facility Management Slovakia s.r.o.
PORR (Slovensko) a.s.
Porr Infra s.r.o.
Porr Pozemné Stavby s.r.o.
TEERAG-ASDAG Slovakia s.r.o.
PORR gradbenistvo, trgovina in druge
storitvc d.o.o.
Tovarystvo z obmezhenoyu vidpovidalnistyu
»Porr Ukraina«
Affiliated partnerships
AG für Bauwesen Nfg. KG
Asphaltmischwerk LEOPOLDAU - TEERAGASDAG + Mayreder-Bau GmbH & Co. KG
Emiko Beteiligungsverwaltungs GmbH & Co. KG
EPS MARIA LANZENDORFERSTRASSE 17
Errichtungs- und Beteiligungs GmbH & Co KG
EPS MARIANNE-HAINISCH-GASSE - LITFASSSTRASSE Liegenschaftsverwertungs- und
Beteiligungsverwaltungs GmbH & Co KG
EPS Office Franzosengraben GmbH & Co KG
EPS Rathausplatz Guntramsdorf Errichtungsund Beteiligungsverwaltungs GmbH & Co KG
°
°
°
°
°
°
Country
code
Domicile
PORR AG
share
PORR
Group
share
HUN
Budapest
0.00%
100.00%
F
HUF
3,000,000.00
HUN
IRN
ITA
MKD
NLD
OMN
Budapest
Tehran
Pfitsch
Skopje
Wormer
Muscat
0.00%
95.00%
0.00%
0.00%
0.00%
0.00%
100.00%
95.00%
100.00%
100.00%
94.65%
100.00%
F
N
N
F
F
F
HUF
IRR
EUR
EUR
EUR
OMR
500,000.00
0.00
0.00
5,400.00
18,000.00
250,000.00
POL
Warsaw
0.00%
80.00%
F
PLN
3,000,000.00
POL
POL
POL
Warsaw
Warsaw
Warsaw
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
F
N
F
PLN
50,000.00
PLN
0.00
PLN 12,000,000.00
POL
Warsaw
0.00%
100.00%
F
PLN
50,000.00
POL
Warsaw
0.00%
100.00%
N
PLN
0.00
POL
Warsaw
0.00%
100.00%
F
PLN
4,650,000.00
PRT
QAT
ROM
ROM
ROM
ROM
ROM
ROM
ROM
SRB
SRB
Lisbon
Doha, Qatar
Bucharest
Bucharest
Bucharest
Bucharest
Bucharest
Bucharest
Bucharest
Belgrade
Belgrade
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
93.00%
49.00%
99.00%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
N
F
F
F
F
F
F
N
F
F
F
EUR
0.00
QAR
200,000.00
RON
121,560.00
RON
200.00
RON 59,500,000.00
RON
200.00
RON
200.00
RON
0.00
RON
200.00
EUR 1,620,000.00
EUR
199,280.82
SRB
SVK
SVK
SVK
SVK
SVK
Belgrade
Bratislava
Bratislava
Bratislava
Bratislava
Bratislava
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
51.00%
100.00%
100.00%
F
N
F
N
N
F
EUR
EUR
EUR
EUR
EUR
EUR
1,673,770.10
0.00
498,000.00
0.00
0.00
126,136.89
SVN
Ljubljana
100.00%
100.00%
N
EUR
0.00
UKR
Kiev
0.00%
99.98%
F
UAH
4,500,000.00
AUT
Vienna
50.00%
100.00%
F
EUR
7,267.28
AUT
0.00%
80.00%
F
EUR
70,000.00
AUT
Vienna
Kematen
in Tyrol
0.00%
100.00%
F
EUR
1,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
AUT
AUT
Vienna
Vienna
0.00%
0.00%
100.00%
100.00%
F
F
EUR
EUR
1,000.00
1,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
5,000.00
F64
Type of Currency
consolidation
Nominal
capital
Company
EPS Rennweg Hotelerrichtungs- und Verwertungs GmbH & Co KG
EPS RINNBÖCKSTRASSE - LITFASS-STRASSE
Liegenschaftsverwertungs- und Beteiligungsverwaltungs GmbH & Co KG
EPS Tamussinostrasse Errichtungs- und Beteiligungs GmbH & Co KG
EPS TRIESTERSTRASSE Errichtungs- und Beteiligungsverwaltungs GmbH & Co KG
EPS Welser Straße 17 – Business.Hof Leonding 1
Errichtungs- und Beteiligungs GmbH & Co KG
Esoro Beteiligungsverwaltungs GmbH & Co KG
Floridsdorf Am Spitz Wohnungseigentumsgesellschaft m.b.H. & Co. KG.
Franz Böck´s Nachf. Ing. Eva & Karl Schindler
Gesellschaft m.b.H. &Co.Nfg.KG
Gamper Baugesellschaft m.b.H. & Co. KG
Giral Beteiligungsverwaltungs GmbH & Co. KG
Glamas Beteiligungsverwaltungs GmbH & Co
»Delta« KG
Glamas Beteiligungsverwaltungs GmbH & Co
»Gamma« KG
GORPO Projektentwicklungs- und ErrichtungsGmbH & Co KG
Gospela Beteiligungsverwaltungs GmbH & Co
KG
Hernalser Hof Beteiligungsverwaltungs GmbH &
Co. KG
°
°
Country
code
Domicile
PORR AG
share
PORR
Group
share
AUT
Vienna
0.00%
100.00%
F
EUR
5,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
5,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
5,000.00
AUT
AUT
Vienna
Vienna
0.00%
0.00%
100.00%
100.00%
F
N
EUR
EUR
1,000.00
0.00
AUT
Vienna
0.00%
100.00%
F
EUR
7,267.28
AUT
AUT
AUT
Vienna
Vienna
Vienna
0.00%
0.00%
0.00%
100.00%
100.00%
100.00%
F
F
N
EUR
EUR
EUR
100,000.00
15,000.00
0.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000,000.00
AUT
Vienna
Unter­
premstätten
0.00%
100.00%
F
EUR
1,000.00
0.00%
100.00%
F
EUR
100,000.00
0.00%
100.00%
N
EUR
0.00
75.00%
100.00%
F
EUR
290,691.34
75.00%
100.00%
F
EUR
290,691.34
0.00%
100.00%
F
EUR
100,000.00
0.00%
100.00%
100.00%
100.00%
F
F
EUR
EUR
363,364.17
35,000.00
Nominal
capital
Hotelbetrieb SFZ Immobilien GmbH & Co KG
Pichlingerhof Liegenschaftsverwertungs GmbH
& Co KG
Projekt Ost - IBC Business Center Entwicklungsund Errichtungs-GmbH & Co KG
Projekt West - IBC Business Center Entwicklungs- und Errichtungs-GmbH & Co KG
AUT
SFZ Freizeitbetriebs-GmbH & Co KG
AUT
SFZ Immobilien GmbH & Co KG
Wibeba Hochbau GmbH & Co. Nfg. KG
Wohnpark Laaer Berg Verwertungs- und
Beteiligungs-GmbH & Co. Bauplatz 3 »türkis«
Projekt-OG
Wohnpark Laaer Berg Verwertungs- und
Beteiligungs-GmbH & Co. Bauplatz 4 »blau«
Projekt-OG
Wohnpark Laaer Berg Verwertungs- und
Beteiligungs-GmbH & Co. Bauplatz 5 »rosa«
Projekt-OG
Alexanderstraße 1 GmbH & Co. KG
Forum am Bahnhof Quickborn GmbH & Co. KG
Hotel am Kanzleramt GmbH & Co. KG
Mühlenstraße 11 – 12 GmbH & Co. KG
PORR MURNAU GmbH & Co. KG
AUT
AUT
Vienna
Unter­
premstätten
Unter­
premstätten
Unter­
premstätten
Unter­
premstätten
Vienna
AUT
Vienna
0.00%
75.00%
F
EUR
1,162.76
AUT
Vienna
0.00%
75.00%
N
EUR
0.00
AUT
DEU
DEU
DEU
DEU
DEU
Vienna
Berlin
Hamburg
Berlin
Berlin
Murnau
Aschheim,
Lk Munich
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
75.00%
94.30%
94.30%
94.30%
94.30%
93.94%
F
N
F
F
F
F
EUR
EUR
EUR
EUR
EUR
EUR
1,162.76
0.00
100,000.00
1,000.00
1,000.00
500.00
0.00%
93.94%
F
EUR
5,500,000.00
Radmer Kies GmbH & Co. KG
AUT
Type of Currency
consolidation
AUT
AUT
°
°
DEU
F65
Company
W.E.I.V. Immobilienverwaltung GmbH & Co.
Seydelstraße KG
Associated companies
Associated companies limited by shares
»hospitals« Projektentwicklungsges.m.b.H.
»Internationale Projektfinanz« Warenverkehrs- &
Creditvermittlungs-Aktiengesellschaft
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of Currency
consolidation
Nominal
capital
DEU
Berlin
0.00%
88.65%
F
EUR
250,000.00
AUT
Vienna
0.00%
43.56%
E
EUR
500,000.00
AUT
40.00%
40.00%
E
EUR
726,728.34
AUT
Vienna
Oeynhausen,
pol.
Traiskirchen
0.00%
30.00%
E
EUR
72,800.00
ABO Asphalt-Bau Oeynhausen GmbH.
ABW Abbruch, Boden- und WasserreinigungsGesellschaft m.b.H.
Altlastensanierung und Abraumdeponie Langes
Feld Gesellschaft m.b.H.
ALU-SOMMER GmbH
ARIWA Abwasserreinigung im Waldviertel GmbH
AUT
Vienna
0.00%
36.22%
E
EUR
218,018.50
AUT
AUT
AUT
0.00%
49.50%
0.00%
41.50%
49.50%
50.00%
E
E
E
EUR
EUR
EUR
363,364.17
70,000.00
40,000.00
Ehrenhausen Bauträger GmbH
emc Austria GmbH
European Trans Energy Beteiligungs GmbH
AUT
AUT
AUT
0.00%
0.00%
0.00%
30.00%
50.00%
49.00%
E
E
E
EUR
EUR
EUR
35,000.00
35,000.00
35,000.00
Impulszentrum Telekom Betriebs GmbH
ISP Immobilienentwicklungs- und -verwertungsgesellschaft m.b.H.
Jochberg Kitzbüheler Straße Hotelbetriebs GmbH
Lieferasphaltgesellschaft JAUNTAL GmbH
Linzer Schlackenaufbereitungs- und
vertriebsgesellschaft m.b.H.
AUT
Vienna
Stoob
Vienna
Bad
Gleichenberg
Vienna
Vienna
Unter­
premstätten
0.00%
46.00%
E
EUR
727,000.00
AUT
AUT
AUT
Vienna
Jochberg
Klagenfurt
0.00%
0.00%
0.00%
35.00%
50.00%
48.00%
E
E
E
EUR
EUR
EUR
35,000.00
35,000.00
36,460.00
AUT
0.00%
33.33%
E
EUR
45,000.00
AUT
AUT
AUT
AUT
AUT
Linz
Unter­
premstätten
Vienna
Vienna
Vienna
Vienna
0.00%
0.00%
0.00%
50.00%
0.00%
50.00%
47.06%
26.86%
50.00%
50.00%
E
E
E
E
E
EUR
EUR
EUR
EUR
EUR
35,000.00
35,000.00
35,000.00
2,000,000.00
35,000.00
Murgalerien Errichtungs- und Verwertungs-GmbH
Muthgasse Alpha Holding GmbH
Palais Hansen Immobilienentwicklung GmbH
Porr Construction Holding GmbH
PWW Holding GmbH
QBC Immobilienentwicklungs- & Management
GmbH
Ropa Liegenschaftsverwertung Gesellschaft m.b.H.
Salzburger Reststoffverwertung GmbH
Seeresidenz am Wolfgangsee Bauträger GmbH
Seeresidenz am Wolfgangsee
Beteiligungsverwaltung GmbH
SOWI - Investor - Bauträger GmbH
AUT
AUT
AUT
AUT
Vienna
Vienna
Salzburg
Vienna
0.00%
50.00%
0.00%
0.00%
35.00%
50.00%
50.00%
45.00%
E
E
E
E
EUR
EUR
EUR
EUR
60,000.00
36,336.42
100,000.00
35,000.00
AUT
AUT
0.00%
33.33%
45.00%
33.33%
E
E
EUR
EUR
35,000.00
36,336.42
Stöckl Schotter- und Splitterzeugung GmbH
TAL Betonchemie Handel GmbH
Tauernkies GmbH
UBM Realitätenentwicklung Aktiengesellschaft
W 3 Errichtungs- und Betriebs-Aktiengesellschaft
AUT
AUT
AUT
AUT
AUT
0.00%
0.00%
0.00%
41.33%
53.33%
40.00%
50.00%
50.00%
41.33%
53.33%
E
E
E
E
E
EUR
EUR
EUR
EUR
EUR
36,336.42
145,345.67
35,000.00
5,450,462.56
74,126.29
WPS Rohstoff GmbH
Obalovna Boskovice, s.r.o.
Porr & Swietelsky stavebni, v. o. s.
Spolecne obalovny, s.r.o.
Alexander Parkside GmbH
ASTO Besitz- und Immobilienverwaltungs­
gesellschaft mbH
Olympia Gate Munich GmbH
AUT
CZE
CZE
CZE
DEU
Vienna
Innsbruck
Weißbach
bei Lofer
Vienna
Salzburg
Vienna
Vienna
Klagenfurt am
Wörthersee
Boskovice
Prague
Prague
Berlin
Weßling,
Lk Starnberg
Grünwald
0.00%
0.00%
0.00%
0.00%
0.00%
49.00%
23.65%
50.00%
50.00%
47.15%
E
E
E
E
E
EUR
200,000.00
CZK 38,091,000.00
CZK
200,000.00
CZK 5,000,000.00
EUR
25,000.00
0.00%
0.00%
47.15%
47.15%
E
E
EUR
EUR
DEU
DEU
F66
25,000.00
25,000.00
Company
Sitnica drustvo s ogranicenom odgovornoscu
za usluge
Vile Jordanovac drustvo s ogranicenom
odgovornoscu za usluge i graditeljstvo
ASDAG Kavicsbánya és Épitö Korlátolt
Felelösségü Társaság
M 6 Duna Autópálya Koncessziós Zártkörüen
Müködö Részvénytársaság
M6 Tolna Autópálya Koncessziós Zártkörüen
Müködö Részvénytársaság
»Modzelewski & Rodek« Spólka z ograniczona
odpowiedzialnoscia
PPE Malzenice s.r.o.
Associated partnerships
»IQ« Immobilien GmbH & Co KG
AMF - Asphaltmischanlage Feistritz
GmbH & Co KG
AMG - Asphaltmischwerk Gunskirchen
Gesellschaft m.b.H. & Co. KG
AMO Asphaltmischwerk Oberland
GmbH & Co KG
AMW Asphalt-Mischwerk GmbH & Co KG
ASF Frästechnik GmbH & Co KG
Asphaltmischwerk Betriebsgesellschaft m.b.H.
& Co KG
Asphaltmischwerk Greinsfurth GmbH & Co OG
Asphaltmischwerk Weißbach GmbH & Co.
Nfg.KG
ASTRA - BAU Gesellschaft m.b.H. Nfg. OG
FMA Asphaltwerk GmbH & Co KG
Glamas Beteiligungsverwaltungs GmbH & Co
»Beta« KG
Hotel Bad Mitterndorf Errichtungs- und
Verwertungs GmbH & Co KG
Jochberg Hotelprojektentwicklungs- und Beteiligungsverwaltungs GmbH & Co KG
Jochberg Kitzbüheler Straße Errichtungs und
Beteiligungsverwaltungs GmbH & Co KG
Country
code
Domicile
PORR AG
share
PORR
Group
share
HRV
Zagreb
0.00%
50.00%
E
HRK 21,777,200.00
HRV
Zagreb
0.00%
50.00%
E
HRK
HUN
Janossomorja
0.00%
34.88%
E
HUF 300,000,000.00
HUN
Budapest
0.00%
40.00%
E
EUR
HUN
Budapest
0.00%
45.00%
E
EUR 32,924,400.00
POL
SVK
Warsaw
Bratislava
0.00%
0.00%
50.00%
50.00%
E
E
PLN
EUR
2,000,000.00
20,000.00
AUT
Pasching
0.00%
50.00%
E
EUR
35,000.00
AUT
Graz
0.00%
50.00%
E
EUR
3,000.00
AUT
Linz
0.00%
33.33%
E
EUR
654,057.00
AUT
AUT
AUT
Linz
Sulz
Kematen
0.00%
0.00%
0.00%
45.00%
33.33%
40.00%
E
E
E
EUR
EUR
EUR
5,000.00
490,541.61
72,674.00
AUT
AUT
Rauchenwarth
Amstetten
Weißbach
bei Lofer
Bergheim
Feldbach
0.00%
0.00%
40.00%
50.00%
E
E
EUR
EUR
726,728.35
600,000.00
0.00%
0.00%
0.00%
45.00%
50.00%
30.00%
E
E
E
EUR
EUR
EUR
72,672.83
1,451,570.76
44,000.00
0.00%
26.67%
E
EUR
10,000.00
AUT
Vienna
Bad
Mitterndorf
0.00%
24.00%
E
EUR
100,000.00
AUT
Jochberg
0.00%
50.00%
E
EUR
2,000.00
AUT
Vienna
Viecht,
pol.
Desselbrunn
Maria Gail,
pol. Villach
Vienna
0.00%
50.00%
E
EUR
3,769.00
0.00%
33.50%
E
EUR
29,069.13
0.00%
0.00%
40.00%
50.00%
E
E
EUR
EUR
36,336.42
14,243.88
0.00%
50.00%
E
EUR
861,900.00
0.00%
50.00%
E
EUR
82,000.00
AUT
AUT
AUT
AUT
AUT
Linz
Bad
Gleichenberg
Bad
Gleichenberg
Ilz
Pinkafeld
Salzburg
Vienna
0.00%
0.00%
0.00%
0.00%
0.00%
50.00%
42.00%
47.33%
40.00%
50.00%
E
E
E
E
E
EUR
EUR
EUR
EUR
EUR
2,000.00
3,270,277.53
87,207.39
10,000.00
5,000.00
AUT
AUT
AUT
Zirl
Traiskirchen
Vienna
24.00%
0.00%
0.00%
24.00%
33.33%
50.00%
E
E
E
EUR
EUR
EUR
581,382.67
1,271,775.00
155,113.00
AUT
AUT
AUT
AUT
Lieferasphalt Gesellschaft m.b.H. & Co OG, Viecht
AUT
Lieferasphalt Gesellschaft m.b.H. & Co. OG
Lieferasphalt Gesellschaft m.b.H. & Co. OG, Zirl
LISAG Linzer Splitt- und Asphaltwerk GmbH. &
Co KG
MARPO Errichtungs- und Verwertungs GmbH
& Co KG
MRPS - ERRICHTUNGS UND VERWERTUNGS
GmbH & Co KG
MSO Mischanlagen GmbH Ilz & Co KG
MSO Mischanlagen GmbH Pinkafeld & Co KG
MultiStorage GmbH & Co KG
Oberkärntner Asphalt GmbH & Co KG
RBA - Recycling- und Betonanlagen
Ges.m.b.H. & Co. Nfg. KG
RFM Asphaltmischwerk GmbH & Co KG
Storchengrund GmbH & Co KG
AUT
AUT
AUT
AUT
F67
Type of Currency
consolidation
Nominal
capital
15,890,000.00
28,932,310.00
Company
TAM Traisental Asphaltmischwerk Ges.m.b.H. &
Co KG
TBT Transportbeton Tillmitsch GmbH & Co KG
Vereinigte Asphaltmischwerke Gesellschaft
m.b.H. & Co KG
Frankenstraße 18-20 GmbH & Co. KG
Neustädter Baustoff - GmbH & Co. KG,
Kieswerk Schwaig
Radmer Bau Kieswerke GmbH & Co. Sand
und Kies KG
M6 D-S MME Közkereseti Társaság
M6 Dunaújváros-Szekszárd Épitési
Közkereseti Társaság
Other companies
Other companies limited by shares
»Athos« Bauplanungs- und Errichtungsgesellschaft m.b.H.
»IQ« Immobilien GmbH
AMB Asphalt-Mischanlagen Betriebsgesellschaft
m.b.H.
AMF - Asphaltmischanlage Feistritz GmbH
AMG - Asphaltmischwerk Gunskirchen Gesellschaft m.b.H.
AMO Asphaltmischwerk Oberland GmbH
AMW Asphalt-Mischwerk GmbH
ASF Frästechnik GmbH
Asphaltlieferwerk Leibnitz Baugesellschaft m.b.H.
Asphaltmischwerk Betriebsgesellschaft m.b.H.
Asphaltmischwerk Greinsfurth GmbH
Asphaltmischwerk LEOPOLDAU - TEERAGASDAG + Mayreder-Bau GmbH
Asphaltmischwerk Steyregg GmbH
AWB Asphaltmischwerk Weißbach Betriebs-GmbH
Country
code
AUT
AUT
Domicile
Nußdorf
ob der Traisen
Tillmitsch
PORR AG
share
PORR
Group
share
Type of Currency
consolidation
Nominal
capital
0.00%
0.00%
33.33%
50.00%
E
E
EUR
EUR
72,672.83
127,500.00
0.00%
0.00%
50.00%
47.15%
E
E
EUR
EUR
263,298.00
2,000.00
DEU
Spittal / Drau
Hamburg
Neustadt/
Donau
0.00%
46.97%
E
EUR
76,693.79
DEU
HUN
Leipzig
Budapest
0.00%
0.00%
46.97%
50.00%
E
E
EUR
HUF
1,022,583.76
1,000,000.00
HUN
Budapest
0.00%
50.00%
E
HUF
1,000,000.00
AUT
AUT
10.00%
0.00%
10.00%
50.00%
N
N
EUR
EUR
0.00
0.00
AUT
AUT
Vienna
Pasching
ZistersdorfMaustrenk,
pol.
Zistersdorf
Graz
0.00%
0.00%
20.00%
50.00%
N
N
EUR
EUR
0.00
0.00
AUT
AUT
AUT
AUT
AUT
AUT
AUT
Linz
Linz
Sulz
Kematen
Leibnitz
Rauchenwarth
Amstetten
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
33.33%
45.00%
33.33%
40.00%
30.00%
40.00%
50.00%
N
N
N
N
N
N
N
EUR
EUR
EUR
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
0.00
0.00
0.00
AUT
AUT
AUT
Vienna
Steyregg
Vienna
Bad
Gleichenberg
Vienna
Linz
Werndorf
0.00%
0.00%
0.00%
50.00%
20.00%
45.00%
N
N
N
EUR
EUR
EUR
0.00
0.00
0.00
0.00%
0.00%
0.00%
0.00%
20.00%
50.00%
20.00%
50.00%
N
N
N
N
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
Vienna
Vienna
Bad
Gleichenberg
Bad
Gleichenberg
Vienna
Vienna
Großpetersdorf
Feldbach
Zirl
Vienna
Vienna
Bad
Mitterndorf
Hitzendorf
0.00%
0.00%
50.00%
5.00%
N
N
EUR
EUR
0.00
0.00
0.00%
15.00%
N
EUR
0.00
0.00%
0.00%
0.00%
0.00%
0.00%
24.00%
0.00%
0.00%
15.00%
50.00%
49.00%
33.33%
30.00%
24.00%
32.60%
26.67%
N
N
N
N
N
N
N
N
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00%
0.00%
17.00%
12.86%
N
N
EUR
EUR
0.00
0.00
AUT
DEU
Betonexpress FH Vertriebs-GMBH
BMU Beta Liegenschaftsverwertung GmbH
BRG Baustoffrecycling GmbH
CCG Immobilien GmbH
Clubhaus & Golfhotel Eichenheim ErrichtungsGmbH
ECRA Emission Certificate Registry Austria GmbH
AUT
AUT
AUT
AUT
Ehrenhausen Hotel Betriebs GmbH
Ehrenhausen Hotel Entwicklungs- und
Errichtungs GmbH
Esoro Beteiligungsverwaltungs GmbH
European Trans Energy GmbH
FBG Fertigbetonwerk Großpetersdorf Ges.m.b.H.
FMA Asphaltwerk GmbH
Gaspix Beteiligungsverwaltungs GmbH
GETINA Versicherungsvermittlung GmbH
Glamas Beteiligungsverwaltungs GmbH
AUT
Grimming Therme GmbH
Handwerkerzentrum Hitzendorf GmbH
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
F68
Company
Hotel Bad Mitterndorf Errichtungs- und
Verwertungs GmbH
Immobilien AS GmbH
Jochberg Hotelprojektentwicklungs- und
Beteiligungsverwaltungs GmbH
Jochberg Kitzbüheler Straße Errichtungs- und
Beteiligungsverwaltungs GmbH
Johann Koller Deponiebetriebsges.m.b.H.
KAB Straßensanierung GmbH
Kärntner Restmüllverwertungs GmbH
KBB - Klinikum Besitz- und Betriebs Gesellschaft
m.b.H.
KMG - Klinikum Management Gesellschaft mbH
KOLLER TRANSPORTE - KIES - ERDBAU
GMBH
Lavanttaler Bauschutt - Recycling GmbH
Lieferasphalt Gesellschaft m.b.H.
LISAG Linzer Splitt- und Asphaltwerk GmbH.
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of Currency
consolidation
Nominal
capital
AUT
AUT
Bad
Mitterndorf
Stoob
0.00%
0.00%
24.00%
49.50%
N
N
EUR
EUR
0.00
0.00
AUT
Jochberg
0.00%
50.00%
N
EUR
0.00
AUT
AUT
AUT
AUT
Vienna
Vienna
Spittal / Drau
Klagenfurt
0.00%
0.00%
0.00%
0.00%
50.00%
36.22%
19.99%
14.26%
N
N
N
N
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
AUT
AUT
Vienna
Graz
0.00%
0.00%
15.96%
21.56%
N
N
EUR
EUR
0.00
0.00
AUT
AUT
AUT
AUT
Vienna
Wolfsberg
Vienna
Linz
Bad
Gleichenberg
Vienna
Bad
Gleichenberg
Ilz
Salzburg
Unter­
premstätten
Vienna
Unter­
premstätten
Vienna
Klagenfurt
WalsSiezenheim
Graz
0.00%
0.00%
0.00%
0.00%
36.22%
25.00%
50.00%
50.00%
N
N
N
N
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
0.00%
0.00%
50.00%
10.00%
N
N
EUR
EUR
0.00
0.00
0.00%
0.00%
0.00%
50.00%
66.67%
40.00%
N
N
N
EUR
EUR
EUR
0.00
0.00
0.00
0.00%
0.00%
45.00%
50.00%
N
N
EUR
EUR
0.00
0.00
0.00%
0.00%
0.00%
50.00%
34.93%
24.75%
N
N
N
EUR
EUR
EUR
0.00
0.00
0.00
50.00%
0.00%
50.00%
21.78%
N
N
EUR
EUR
0.00
0.00
0.00%
16.12%
N
EUR
0.00
0.00%
33.33%
N
EUR
0.00
0.00%
10.00%
16.67%
10.00%
N
N
EUR
EUR
0.00
0.00
0.00%
20.00%
N
EUR
0.00
MARPO Errichtungs- und Verwertungs GmbH
MBU Liegenschaftsverwertung Gesellschaft m.b.H.
MRPS - ERRICHTUNGS UND VERWERTUNGS
GmbH
MSO Mischanlagen GmbH
MultiStorage GmbH
AUT
AUT
MultiStorage Graz GmbH
Oberkärntner Asphalt GmbH
AUT
AUT
PEM Projektentwicklung Murgalerien GmbH
PKM - Muldenzentrale GmbH
PM2 Bauträger GesmbH
AUT
AUT
AUT
PORR ALPINE Austriarail GmbH
REHAMED Beteiligungsges.m.b.H.
REHAMED-Rehabilitationszentrum für Lungenund Stoffwechselerkrankungen Bad Gleichenberg
Gesellschaft m.b.H.
AUT
AUT
RFM Asphaltmischwerk GmbH.
AUT
RFPB Kieswerk GmbH
Rudolf u. Walter Schweder Gesellschaft m.b.H.
AUT
AUT
Schotter- und Betonwerk Donnersdorf GmbH
Seeresidenz am Wolfgangsee
Projektentwicklungs- und Errichtungs GmbH
Seprocon GmbH
Soleta Beteiligungsverwaltungs GmbH
St. Peter-Straße 14-16 Liegenschaftsverwertung
Ges.m.b.H.
Storchengrund GmbH
AUT
Bad
Gleichenberg
Wienersdorf,
Oeyenhausen,
pol.
Traiskirchen
Wienersdorf,
Oeyenhausen,
pol.
Traiskirchen
Vienna
Bad
Gleichenberg
AUT
AUT
AUT
Vienna
Vienna
Vienna
0.00%
0.00%
0.00%
45.00%
49.00%
26.67%
N
N
N
EUR
EUR
EUR
0.00
0.00
0.00
AUT
AUT
0.00%
0.00%
50.00%
50.00%
N
N
EUR
EUR
0.00
0.00
TAM Traisental Asphaltmischwerk Ges.m.b.H.
AUT
Vienna
Vienna
Nußdorf
ob der Traisen
0.00%
33.33%
N
EUR
0.00
AUT
AUT
AUT
AUT
F69
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
TBT Transportbeton Tillmitsch GmbH
UWT Umwelttechnik GmbH
Vereinigte Asphaltmischwerke Gesellschaft m.b.H.
WIG - Transportbeton Ges.m.b.H.
AUT
AUT
AUT
AUT
0.00%
0.00%
0.00%
0.00%
50.00%
13.33%
50.00%
20.00%
N
N
N
N
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
WM Hotel Schladming GmbH
WMW Weinviertler Mischwerk Gesellschaft m.b.H.
EKO-SBER BRNO, spol. s.r.o. - v likvidaci
Vystavba hotelu PRAHA - ZVONARKA, spol. s.r.o.
ALTRASS Freileitungstechnik GmbH
Bayernfonds Immobilienentwicklungsgesellschaft
Wohnen plus GmbH in Liqu.
BF Services GmbH
AUT
AUT
CZE
CZE
DEU
Tillmitsch
Linz
Spittal / Drau
Weitendorf
Bad
Gleichenberg
Zistersdorf
Brno
Prague
Essen
0.00%
0.00%
0.00%
0.00%
0.00%
45.00%
16.67%
20.00%
11.11%
49.00%
N
N
N
N
N
EUR
EUR
CZK
CZK
EUR
0.00
0.00
0.00
0.00
0.00
0.00%
0.00%
2.79%
2.79%
N
N
EUR
EUR
0.00
0.00
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
2.82%
0.93%
5.07%
5.64%
49.00%
47.15%
3.10%
2.82%
N
N
N
N
N
N
N
N
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
DEU
DEU
DEU
DEU
DEU
DEU
DEU
Munich
Munich
Grünwald,
Lk Munich
Munich
Munich
Munich
Berlin
Hamburg
Munich
Munich
Grünwald,
Lk Munich
Munich
Munich
Munich
Munich
Munich
Munich
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
2.82%
5.64%
5.64%
5.64%
5.64%
5.64%
5.64%
N
N
N
N
N
N
N
EUR
EUR
EUR
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
0.00
0.00
0.00
DEU
DEU
Munich
Munich
0.00%
0.00%
5.64%
1.40%
N
N
EUR
EUR
0.00
0.00
DEU
DEU
0.00%
0.00%
3.95%
3.61%
N
N
EUR
EUR
0.00
0.00
0.00%
0.00%
0.00%
46.97%
46.97%
2.79%
N
N
N
EUR
EUR
EUR
0.00
0.00
0.00
0.00%
31.55%
N
EUR
0.00
DEU
DEU
Type of Currency
consolidation
Nominal
capital
BLV Objekt Pasing GmbH
Bürohaus Leuchtenbergring Verwaltungs GmbH
City Objekte München GmbH
CSMG Riedberg GmbH
Europten Deutschland GmbH
Frankenstraße 18-20 Verwaltungs GmbH
Friendsfactory Projekte GmbH
Leuchtenbergring Hotelbetriebsgesellschaft mbH
Lilienthalstraße Wohnen GmbH Münchner Grund
und Baywobau
MG Dornach Hotel GmbH
MG Gleisdreieck Pasing Komplementär GmbH
MG Projekt-Sendling GmbH
MG-Destouchesstrasse Komplementär GmbH
MG-Dornach Komplementär GmbH
MG-Projekt Königstraße GmbH
Münchner Grund Immobilien Bauträger Aktiengesellschaft
Münchner Grund Management GmbH in Liqu.
Münchner Grund Projektmanagement, -Beratung, -Planung GmbH
Münchner Grund Riem GmbH
Neustädter Baustoff - Gesellschaft mit
beschränkter Haftung
Radmer Bau Kieswerke GmbH
REAL I.S. Project GmbH in Liqu.
DEU
DEU
DEU
DEU
DEU
DEU
DEU
DEU
TMG Tiefbaumaterial GmbH
MIPO NEKRETNINE drustvo s ogranicenom
odgovornoscu za usluge i graditeljstvo
AS Montage Korlátolt Felelösségü Társaság
ASDEKA Epitöanyagipari Kereskedelmi Kft.
M6 Tolna Üzemeltetö Korlátolt Felelösségü Társaság
PORR Libya J.S.C. for General Construction
Mlynska Development Spólka z ograniczona
odpowiedzialnoscia
OOO Porr Construction
»PORR - WERNER & WEBER - PROKUPLJE«
doo, Prokuplje
DRUSTVO SA OGRANICENOM ODGOVORNOSCU »PORR-WERNER & WEBER-LESKOVAC«, Leskovac
Drustvo sa ogranicenom odgovornoscu PORR
WERNER&WEBER-JAGODINA, Jagodina
DEU
Munich
Herrsching
Neustadt/
Donau
Leipzig
Munich
Emmering, Lk
Fürstenfeldbruck
HRV
HUN
HUN
HUN
LBY
Zagreb
Sopron
Hegyeshalom
Budapest
Tripoli
0.00%
0.00%
0.00%
0.00%
0.00%
50.00%
37.12%
17.44%
16.00%
32.50%
N
N
N
N
N
HRK
HUF
HUF
HUF
LYD
0.00
0.00
0.00
0.00
0.00
POL
RUS
Danzig
St. Petersburg
0.00%
0.00%
40.00%
50.00%
N
N
PLN
RUB
0.00
0.00
SRB
Prokuplje
0.00%
40.00%
N
EUR
0.00
SRB
Leskovac
0.00%
35.00%
N
EUR
0.00
SRB
Jagodina
0.00%
40.00%
N
EUR
0.00
DEU
DEU
DEU
F70
Company
PORR-WERNER & WEBER DOO ZA PROIZVODNJU I PROMET METALNIH PROIZVODA NIS
PORR-WERNER WEBER ENVIRONMENTAL
TECHNOLOGIES DOO NIS
PWW Deponija d.o.o. Jagodina
PWW Deponija Dva d.o.o. Leskovac
SEVER-JUG AUTOPUT DRUSTVO SA OGRANICENOM ODGOVORNOSCU ZA IZGRADNJU,
KORISCENJE I ODRZAVANJE AUTOPUTA
KONTA plus, s.r.o. »v likvidácii«
AQUASYSTEMS gospodarjenje z vodami d.o.o.
SCT-Porr, gradnja zlezniske infrastrukture, d.o.o.
Double Zebra Co., Ltd.
Marine Lines (Thailand) Co., Ltd.
Other partnerships
AMB Asphalt-Mischanlagen
Betriebsgesellschaft m.b.H & Co KG
Asphaltmischwerk Steyregg GmbH & Co KG
InterCity WHBF Alpha GmbH & Co KG
InterCity WHBF Beta GmbH & Co KG
InterCity WHBF Delta GmbH & Co KG
InterCity WHBF Epsilon GmbH & Co KG
InterCity WHBF Gamma GmbH & Co KG
KAB Straßensanierung GmbH & Co KG
Kulturmanagement Regionalverein Steirisches
Salzkammergut KG
LiSciV Muthgasse GmbH & Co KG
PEM Projektentwicklung Murgalerien GmbH &
Co KG
RegioZ Regionale Zukunftsmanagement und
Projektentwicklung Ausseerland Salzkammergut
GmbH & Co KG
Country
code
Domicile
PORR AG
share
PORR
Group
share
SRB
Nis
0.00%
50.00%
N
EUR
0.00
SRB
SRB
SRB
Nis
Jagodina
Leskovac
0.00%
0.00%
0.00%
50.00%
50.00%
50.00%
N
N
N
EUR
EUR
EUR
0.00
0.00
0.00
SRB
SVK
SVN
SVN
THA
THA
Belgrade
Bratislava
Marburg
Ljubljana
Bangkok
Bangkok
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
50.00%
34.93%
10.00%
49.00%
49.00%
49.00%
N
N
N
N
N
N
EUR
EUR
EUR
EUR
THB
THB
0.00
0.00
0.00
0.00
0.00
0.00
AUT
AUT
AUT
AUT
AUT
AUT
AUT
AUT
Zistersdorf
Linz
Vienna
Vienna
Vienna
Vienna
Vienna
Spittal/Drau
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
20.00%
20.00%
35.00%
35.00%
35.00%
35.00%
35.00%
19.99%
N
N
N
N
N
N
N
N
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
AUT
AUT
Bad Aussee
Vienna
Unter­
premstätten
0.00%
0.00%
1.82%
26.67%
N
N
EUR
EUR
0.00
0.00
0.00%
50.00%
N
EUR
0.00
0.00%
3.65%
N
EUR
0.00
0.00%
16.67%
N
EUR
0.00
0.00%
0.00%
20.00%
27.93%
N
N
EUR
EUR
0.00
0.00
AUT
Type of Currency
consolidation
Nominal
capital
RFPB Kieswerk GmbH & Co KG
AUT
Salzburger Lieferasphalt GmbH & Co OG
Sava Most Gradevinsko Preduzece OG
Seeresidenz am Wolfgangsee Projektentwicklungs- und Errichtungs GmbH & Co KG
WMW Weinviertler Mischwerk Gesellschaft
m.b.H. & Co KG
Bürohaus Leuchtenbergring GmbH & Co. Besitz KG
Bürohaus Leuchtenbergring GmbH & Co. KG
Immobilien- und Baumanagement Stark GmbH &
Co. Stockholmstraße KG
MG Projekt-Sendling Gewerbegrundstücks
GmbH & Co. KG
BPV-Metro 4 Épitési Közkereseti Társaság
BPV-METRO 4 NeKe Épitési Közkereseti Társaság
M6-Autópálya Építési Kkt.
NeKe METRO 4 Épitési Közkereseti Társaság
PORR-HABAU Épitö Közkereseti Társaság
AUT
AUT
Bad Aussee
Wienersdorf,
Oeyenhausen,
pol.
Traiskirchen
Sulzau, pol.
Werfen
Vienna
AUT
Vienna
0.00%
45.00%
N
EUR
0.00
AUT
DEU
DEU
Zistersdorf
Munich
Munich
0.00%
0.00%
0.00%
16.67%
0.93%
0.92%
N
N
N
EUR
EUR
EUR
0.00
0.00
0.00
DEU
Herrsching
0.00%
3.61%
N
EUR
0.00
DEU
HUN
HUN
HUN
HUN
HUN
Munich
Budapest
Budapest
Budapest
Budapest
Budapest
0.00%
33.33%
33.33%
0.00%
0.00%
0.00%
5.64%
33.33%
33.33%
33.33%
50.00%
50.00%
N
N
N
N
N
N
EUR
HUF
HUF
HUF
HUF
HUF
0.00
0.00
0.00
0.00
0.00
0.00
AUT
Key:
F = Fully consolidated company
E = At equity consolidated company
N = Non-consolidated company
° = Company consolidated for the first time
* = Profit and loss transfer agreement
F71
Auditors’ Report
(TRANSLATION)
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial
statements of Allgemeine Baugesellschaft-A. Porr Aktiengesellschaft, Wien, for the fiscal year from January 1, 2011 to
December 31, 2011. These consolidated financial statements
comprise the consolidated balance sheet as of December 31,
2011, the consolidated income statement, the consolidated
statement of comprehensive income, the consolidated cash
flow statement and the consolidated statement of changes in
equity for the fiscal year ended December 31, 2011, as well
as the notes to the consolidated financial statements.
Management’s Responsibility for the Consolidated Financial Statements and for the Accounting System
The Company’s management is responsible for the group
accounting system and for the preparation and fair presentation of these consolidated financial statements in accordance
with International Financial Reporting Standards (IFRSs) as
adopted by the EU. This responsibility includes: designing,
implementing and maintaining internal control relevant to the
preparation and fair presentation of consolidated financial
statements that are free from material misstatement, whether
due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances.
Auditor’s Responsibility and Description of Type and
Scope of the Statutory Audit
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with laws and regulations applicable in Austria and Austrian Standards on Auditing. Those
standards require that we comply with professional guidelines
and that we plan and perform the audit to obtain reasonable
assurance whether the consolidated financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend
on the auditor’s judgment, including the assessment of the
risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the
consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of
the Group’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
Our audit did not give rise to any objections. In our opinion,
which is based on the results of our audit, the consolidated
financial statements comply with legal requirements and give
a true and fair view of the financial position of the Group as
of December 31, 2011 and of its financial performance and
its cash flows for the fiscal year from January 1, 2011 to December 31, 2011 in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the EU.
Without qualifying our opinion, with regard to the financial
covenants and the planned focus and consolidation measures we draw your attention to the statement in note 47 of the
notes and to the management report.
Comments on the Management Report for the Group
Pursuant to statutory provisions, the management report for
the Group is to be audited as to whether it is consistent with the
consolidated financial statements and as to whether the other
disclosures are not misleading with respect to the Company’s
position. The auditor’s report also has to contain a statement
as to whether the management report for the Group is consistent with the consolidated financial statements and whether the
disclosures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.
In our opinion, the management report for the Group is
consistent with the consolidated financial statements. The disclosures pursuant to Section 243a UGB (Austrian Commercial
Code) are appropriate.
April 26th 2012, Vienna
Deloitte Audit Wirtschaftsprüfungs GmbH
Mag. Walter Müller
Mag. Friedrich Wiesmüller
Certified Public Accountant Certified Public Accountant
BDO Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft
Mag. Hans Peter Hoffmann
Mag. Klemens Eiter
Certified Public Accountant Certified Public Accountant
This report is a translation of the original report in German, which is solely valid.
Publication of the financial statements together with our auditor's opinion may only be made if the financial statements and the management
report are identical with the audited version attached to this report. Section 281 paragraph 2 UGB (Austrian Commercial Code) applies.
F72
PORR CONSOLIDATED
FINANCIAL STATEMENTS
2012 together with the respective auditors‘ report
This is a translation of the German language original
F73
Consolidated Income Statement
in EUR thousand
Revenue
Own work capitalised in non-current assets
Share of profit/loss of associates
Other operating income
Cost of materials and other related production services
Staff expense
Other operating expenses
EBITDA
Depreciation, amortisation and impairment expense
EBIT
Income from financial investments and other current
financial assets
Finance costs
EBT
Income tax expense
Profit/loss for the period
of which attributable to non-controlling interest
Profit/loss for the period attributable to shareholders of
the parent and holders of profit-participation rights
of which attributable to holders of profit-participation
rights
Profit/loss for the period attributable to shareholders of
the parent
Diluted/basic earnings per share (in EUR)
1
Comparative figures have been adjusted retrospectively in line with IAS 8
F74
Note
2012
20111
restated
(7)
2,314,828
4,210
20,201
70,312
-1,455,484
-625,309
-224,921
103,837
-50,028
53,809
2,212,490
4,152
17,916
67,158
-1,470,861
-580,804
-239,225
10,826
-51,291
-40,465
5,976
-37,777
22,008
-4,015
17,993
742
1,738
-44,342
-83,069
12,880
-70,189
2,749
17,251
-72,938
5,600
5,600
11,651
4.26
-78,538
-28.99
(20)
(8)
(9)
(10)
(12)
(11)
(13)
(14)
(15)
(16)
Statement of Comprehensive Income
in EUR thousand
Note
Loss (profit) for the period
Other comprehensive income:
Gains (losses) from revaluation of property, plant and
equipment
Remeasurement from benefit obligations
Gains (losses) from fair value measurement of securities
available for sale
Gains (losses) from cash flow hedges
Gains (losses) recognised in profit or loss
Gains (losses) from cash flow hedges of associates
Exchange differences
Income tax expense (income) on other comprehensive
income
Other comprehensive income
Total comprehensive income
of which attributable to non-controlling interest
Share attributable to shareholders of the parent and
holders of profit-participation rights
of which attributable to holders of profit-participation
rights
Share attributable to shareholders of the parent
1
Comparative figures have been adjusted retrospectively in line with IAS 8
F75
2012
20111
restated
17,993
-70,189
226
-8,593
-85
-2,665
298
-203
(43)
-475
-5,958
1,722
67
-8,348
-1,733
(15)
2,146
-10,634
7,359
799
696
-12,271
-82,460
2,679
6,560
-85,139
5,600
960
5,600
-90,739
(18)
(34)
Consolidated Cash Flow Statement
in EUR thousand
Note (43)
20111
restated
Profit/loss for the period
Depreciation, impairment and reversals of impairment on fixed assets
Share of profit from associates
Profits from the disposal of fixed assets
Increase/decrease in long-term provisions
Deferred income tax
Operating cash flow
Increase in short-term provisions
Decrease in inventories
Increase/decrease in receivables
Increase in payables (excluding banks)
Other non-cash transactions
Cash flow from operating activities
Proceeds from sale of property, plant and equipment and investment
property
Proceeds from sale of financial assets
Investments in intangible assets
Investments in property, plant and equipment and investment property
Investments in financial assets
Proceeds from the sale of consolidated companies
Payments for the acquisition of subsidiaries
Cash flow from investing activities
Dividends
Dividends paid out to non-controlling interest
Proceeds from bonds
Repayment of bonds
Repaying/obtaining loans and other financing
Payments for the acquisition of non-controlling interest
Proceeds from obtaining subordinated loans
Cash flow from financing activities
17,993
61,180
-17,109
-1,695
13,421
-1,810
71,980
37,476
1,390
-111
8,255
-8,105
110,885
-70,189
56,017
-8,355
-3,975
-1,437
-20,413
-48,352
9,311
19,825
47,647
7,131
3,987
39,549
25,533
611
-3,484
-115,888
-17,494
9,280
-6,833
-108,275
-3
48,684
-70,000
-33,941
10,989
-44,271
21,589
10,963
-3,203
-126,975
-23,506
-4,851
-125,983
-1,459
-17,513
-68,197
154,825
-37,974
29,682
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
110,885
-108,275
-44,271
39,549
-125,983
29,682
-41,661
153,813
978
-56,752
212,161
-2,928
-2,719
110,411
1,332
153,813
33,507
9,014
3,488
-
39,381
12,400
5,775
953
Changes to cash and cash equivalents
Cash and cash equivalents at Jan 1st
Currency differences
Changes to cash and cash equivalents resulting from changes to the
consolidated group
Cash and cash equivalents at Dec 31st
Interest paid
Interest received
Tax paid
Dividends received
1
2012
Comparative figures have been adjusted retrospectively in line with IAS 8
F76
Consolidated Statement of Financial Position
in EUR thousands
Note
31.12.2012
31.12.20111
restated
1.1.20111
restated
Non-current assets
Intangible assets
Property, plant and equipment
Investment property
Shareholdings in associates
Loans
Other financial investments and securities
Other non-current financial assets
Deferred tax assets
(17)
(18)
(19)
(20)
(21)
(22)
(25)
(29)
58,733
393,535
339,782
209,053
29,380
20,115
40,442
7,570
1,098,610
51,022
409,752
407,496
195,523
35,123
25,440
44,251
9,452
1,178,059
31,412
415,871
366,020
175,675
37,328
34,404
45,741
17,438
1,123,889
Current assets
Inventories
Trade receivables
Other financial assets
Other receivables and current assets
Cash and cash equivalents
Assets held for sale
(23)
(24)
(25)
(26)
(27)
(28)
81,133
610,146
121,152
12,111
110,411
24,381
959,334
2,057,944
55,125
602,639
113,022
17,594
153,813
16,800
958,993
2,137,052
74,337
652,370
84,739
21,901
212,161
1,045,508
2,169,397
(30)
(31)
(31)
19,896
121,353
85,303
226,552
92,119
3,882
322,553
19,896
121,353
83,571
224,820
75,530
2,893
303,243
19,275
111,454
187,775
318,504
75,530
83,258
477,292
Assets
Total assets
Equity and liabilities
Equity
Share capital
Capital reserves
Other reserves
Equity attributable to shareholders of parent
Equity from profit-participation rights
Non-controlling interest
(32)
(33)
Non-current liabilities
Bonds
Provisions
Non-current financial liabilities
Other non-current financial liabilities
Other liabilities
Deferred tax liabilities
(35)
(34)
(36)
(38)
(39)
(41)
273,103
115,581
169,173
16,963
17,974
592,794
224,088
101,676
408,241
20,881
33,981
22,839
811,706
293,549
102,150
213,139
14,540
29,950
48,687
702,015
Current liabilities
Bonds
Provisions
Current financial liabilities
Trade payables
Other current financial liabilities
Other current liabilities
Tax payables
(35)
(34)
(36)
(37)
(38)
(39)
(40)
117,236
254,635
515,158
95,194
155,145
5,229
1,142,597
2,057,944
69,630
73,717
87,908
502,176
122,758
161,571
4,343
1,022,103
2,137,052
67,822
63,672
78,998
487,127
112,713
175,112
4,646
990,090
2,169,397
Total equity and liabilities
1
Comparative figures have been adjusted retrospectively in line with IAS 8
F77
Statement of Changes in Group Equity
in EUR thousand
Notes (30–33)
Balance at Jan 1st 2011
Share capital
Capital reserves
Revaluation
reserve
Remeasurement
from benefit
obligations
19,275
111,454
13,075
-
Standards applied for the first time
-
-
-
-491
Balance at Jan 1st 2011 adjusted
19,275
111,454
13,075
-491
Total comprehensive income
-
-
1,079
-2,003
Dividend payout
-
-
-
-
Income tax on interest for holders of profit-participation
rights
-
-
-
-
621
9,899
-
-
-
-
-
-
19,896
121,353
14,154
-2,494
Total comprehensive income
-
-
-257
-6,351
Dividend payout
-
-
-
-
Income tax on interest for holders of profit-participation
rights
-
-
-
-
Capital increase
-
-
-
-
Acquisition of non-controlling interest
-
-
-
-
19,896
121,353
13,897
-8,845
Capital increase
Acquisition of non-controlling interest
Balance at Dec 31st 2011
Balance at Dec 31st 2012
F78
Foreign currency
translation
reserves
Total debt securities available for
sale – fair value
reserve
Reserve for cash Retained earnings
flow hedges
Equity attributable to equity
holders of the
parent
Profitparticipation
rights
Non-controlling
interest
Total
3,466
-19
-20,667
-
-
-
191,920
318,504
75,530
83,258
477,292
491
-
-
-
3,466
-19
-
-20,667
192,411
318,504
75,530
83,258
477,292
-625
-
-153
-8,298
-80,739
-90,739
5,600
2,679
-82,460
-
-
-1,459
-1,459
-5,600
-11,913
-18,972
-
-
-
1,400
1,400
-
-
1,400
-
-
-
-
10,520
-
-
10,520
-
-
-
-13,406
-13,406
-
-71,131
-84,537
2,841
-172
-28,965
98,207
224,820
75,530
2,893
303,243
1,656
224
-6,314
12,002
960
5,600
799
7,359
-
-
-
-
-
-
-3
-3
-
-
-
1,400
1,400
-
-
1,400
-
-
-
-
-
10,989
-
10,989
-
-
-
-628
-628
-
193
-435
4,497
52
-35,279
110,981
226,552
92,119
3,882
322,553
F79
Notes to the Consolidated Financial
­Statements 2012
1. General information
The PORR Group consists of Allgemeine Baugesellschaft – A. Porr Aktiengesellschaft (PORR AG)
and its subsidiaries, hereafter referred to as the “Group”. PORR AG is a public limited company
according to Austrian law and has its registered head office at Absberggasse 47, 1100 Vienna. The
company is registered with the commercial court of Vienna under reference number FN 34853f. The
Group deals mainly with the planning and execution of a whole range of building construction activities as well as project development and real estate development.
The consolidated financial statements have been prepared pursuant to Art. 245a of the Austrian
Commercial Code in accordance with the International Financial Reporting Standards (IFRS) issued
by the International Accounting Standards Board (IASB) and accepted by the European Union and
in accordance with the interpretations issued by the International Financial Reporting Interpretations
Committee (IFRIC).
The reporting currency is the euro, which is also the functional currency of PORR AG and of the
majority of the subsidiaries included in the consolidated financial statements. Results preceded by
the abbreviation TEUR are in euro thousand.
The consolidated financial statements were prepared with the closing date of December 31st and
relate to the fiscal year from January 1st to December 31st. The majority of numerical entries are
rounded up or down to the nearest thousand (TEUR) and may result in rounding differences.
2. Consolidated group
In addition to PORR AG, 112 (previous year: 104) domestic subsidiaries and 55 (previous year: 56)
foreign subsidiaries are included in the consolidated financial statements. 25 companies are no
longer included in the consolidated group, whereby 15 of these were excluded through intragroup
mergers. The following companies merged:
Company
Absorbing company
Alois Felser Gesellschaft m.b.H.
Gerhard Wagner Boden­markierungsges.m.b.H.
ASDAG Baugesellschaft m.b.H.
AGes-Bau Asphalt-Ges.m.b.H.
Asphaltunternehmung Dipl.Ing. O.
Smereker & Co. Gesellschaft m.b.H.
Asphaltmischwerk LEOPOLDAU – TEERAGASDAG + Mayreder-Bau GmbH & Co. KG
Porr Tunnelbau GmbH
ASCHAUER Zimmerei GmbH
TEERAG-ASDAG Aktiengesellschaft
Ing. Otto Richter & Co Straßenmarkierungen
GmbH
TEERAG-ASDAG Aktiengesellschaft
TEERAG-ASDAG Aktiengesellschaft
ASDAG Baugesellschaft m.b.H
AMW Leopoldau TEERAG-ASDAG AG &
ALPINE Bau GmbH OG
Porr Bau GmbH
Wiener Betriebs- und Baugesellschaft
m.b.H.
Gamper Baugesellschaft m.b.H. & Co. KG
Wiener Betriebs- und Baugesellschaft
m.b.H.
Pfeiffer & Schmidt Baugesellschaft m.b.H.
ASCHAUER Zimmerei GmbH
Hernalser Hof BeteiligungsHernalser Hof Beteiligungsverwaltungs
verwaltungs GmbH & Co. KG
GmbH in Liqu.
Prazské silnicní a vodohospodárské stavby, a.s. Porr a.s.
Porr Technobau und Umwelt GmbH
Porr Deutschland GmbH
TEERAG-ASDAG POLSKA
PORR (POLSKA) Spólka Akcyjna
Spólka z ograniczona Odpowiedzialnoscia
PORR (Slovensko) s.r.o.
PORR s.r.o.
F80
Effective date
24.7.2012
10.8.2012
24.7.2012
30.6.2012
3.7.2012
15.5.2012
3.7.2012
25.8.2012
7.7.2012
21.7.2012
5.10.2012
1.10.2012
7.8.2012
29.6.2012
1.11.2012
Four companies were liquidated, for two other companies so many shares were sold that only significant influence remains and four companies were sold in full. The assets and liabilities where control
was lost, including shares in non-controlling interest, break down as follows:
in EUR thousand
2012
Intangible assets
Other non-current assets
Current assets
Non-current liabilities
Current liabilities
165
183,828
13,702
-157,743
-30,944
Additionally, 66 (previous year: 63) domestic and 18 (previous year: 18) foreign associates were
valued under the equity method. The list of shareholdings (see page 145f) shows the subsidiaries
and associates included. Companies that are of minor relevance to the consolidated financial statements are not included; a total of 59 (previous year: 67) subsidiaries were therefore not included in
the consolidation.
PORR AG is entitled to the majority of the voting rights in respect of one subsidiary, but it does not
have control of the company due to a voting trust agreement. This company is accounted for at
equity.
2.1. Business combinations and first consolidations
In these consolidated financial statements the following 32 companies were consolidated for the
first time:
Due to new foundations and materiality:
Porr Design & Engineering GmbH
EPS LAA 43 GmbH
Bautech Labor GmbH
Monte Laa Immobilieninvest GmbH
Monte Laa DUO Immobilieninvest AG
MLSP Brunor GmbH & Co KG
MLSP Cador GmbH & Co KG
MLSP Dagonet GmbH & Co KG
MLSP Dinadan GmbH & Co KG
MLSP Lamorak GmbH & Co KG
MLSP Palamedes GmbH & Co KG
MLSP Peredur GmbH & Co KG
MLSP Gewerbepark Fünf Immobilien GmbH & Co KG
MLSP Gewerbepark Sechs Immobilien GmbH & Co KG
MLSP Gewerbepark Sieben Immobilien GmbH & Co KG
MLSP Gewerbepark Acht Immobilien GmbH & Co KG
MLSP GKB Immobilien GmbH & Co KG
MLSP IBC OST Immobilien GmbH & Co KG
MLSP IBC WEST Immobilien GmbH & Co KG
MLSP Murgalerien Immobilien GmbH & Co KG
MLSP IZT Immobilien GmbH & Co KG
MLSP Absberggasse Immobilien GmbH & Co KG
PORREAL Ingatlankezelési Korlátolt Felelösségu Társaság
F81
PORR INSAAT SANAYI VE TICARET LIMITED SIRKETI
Pichlingerhof Liegenschaftsverwertungs GmbH & Co KG
„EAVG Enzersdorfer Abfallverwertungsgesellschaft m.b.H.“
Porr Equipment Services Deutschland GmbH
Due to acquisitions:
Sitnica drustvo s ogranicenom odgovornoscu za usluge
CCG Immobilien GmbH
MultiStorage GmbH & Co KG
TKDZ GmbH
Wellener Immobiliengesellschaft mbH
A total of TEUR 10,830 was used for acquisitions and share increases. As the purchase price contains variable components, the purchase price has been provisionally determined as per IFRS 3.45
and could change, particularly with regard to intangible assets:
in EUR thousand
2012
Intangible assets
Other non-current assets
Current assets
Non-current liabilities
Current liabilities
Purchase price
9,103
28,882
15,422
-24,462
-18,115
10,830
The impact of first consolidations on the financial position and financial performance of the PORR
Group (without including consolidating entries) breaks down as follows:
in EUR thousand
2012
Non-current assets
Current assets
Assets
Current liabilities
Non-current liabilities
Equity and liabilities
EBT
59,508
23,675
83,183
30,848
41,288
72,136
-2,245
The date of initial consolidation of the companies included in the consolidated group is January 1st
2012, while for one company it is January 20th 2012.
2.2. Acquisitions after the end of the reporting period
The PORR Group acquired the remaining 50% of PWW Holding GmbH with a contract date of
December 21st 2012. For the contract to come into effect, several conditions precedent must be
fulfilled, which had not been met by the reporting date. The Group operates various landfills in
­Serbia and is reported under associates in the PORR Group’s consolidated financial statements at
the reporting date.
F82
3. New accounting standards
3.1. Standards adopted for the first time in the year under review
Amendments to standards and interpretations
Disclosures about transfers of financial assets: amendments to IFRS 7 – Financial Instruments:
Disclosures:
Additional details must be disclosed on transferred financial assets which continue to be reported
in the statement of financial position. This amendment is applicable to fiscal years beginning on or
after July 1st 2011 and has not had a significant effect on the consolidated financial statements.
Amendment to IAS 19 Employee Benefits
The amendments to IAS 19 lead to the elimination of the “corridor” approach. All amendments to
defined contribution obligations and defined contribution plans are recognised immediately. Here
all actuarial gains and losses are to be directly recognised in other comprehensive income. The
amendments are applicable to fiscal years beginning on or after January 1st 2013 and are applied
retrospectively, the option to apply them earlier has been exercised. Therefore the actuarial gains
and losses and the corresponding taxes incurred are not recognised in full in the profit or loss for
the period in which they occur, but rather in other comprehensive income. The relevant contributions were reclassified from retained earnings into a separate reserve in the statement of changes
in Group equity.
The amendments to IAS 19 were applied retrospectively in accordance with IAS 8 and have led to
a restatement of the comparative information. These have been adjusted as if the revised standard
had already been applied in the 2011 business year and preceding periods. The following adjustments were carried out:
Adjustments at January 1st 2011:
Decrease in pension provisions: TEUR 8,505
Decrease in other financial assets: TEUR 8,505
Increase in deferred tax expense: TEUR 164
Decrease in staff expense: TEUR 655
Adjustments at December 31st 2011:
Decrease in pension provisions TEUR 7,744
Decrease in other financial assets: TEUR 7,744
Increase in deferred tax expense: TEUR 662
Decrease in staff expense: TEUR 2,665
Adjustments at December 31st 2012:
Decrease in pension provisions: TEUR 7,755
Decrease in other financial assets: TEUR 7,755
Increase in deferred tax expense TEUR 2,242
Decrease in staff expense: TEUR 8,582
Impact on earnings per share in 2011 and 2012:
Earnings per share for 2011 have been adjusted from EUR -29.73 to EUR -28.99 and for 2012 from
EUR 1.94 to EUR 4.26
F83
3.2. New accounting standards which have not yet been adopted
The following published standards and interpretations relevant to the preparation of consolidated
financial statements did not need to be applied compulsorily to fiscal years beginning on or prior to
January 1st 2012, and the voluntary option to apply them early was also not exercised.
Standards and interpretations already adopted by the European Union
New standards
IFRS 10 – Consolidated Financial Statements
In IFRS 10 control is defined as the only basis for consolidation, regardless of the type and background of the investee. As a consequence, the risk and rewards approach of SIC 12 is eliminated.
This standard is applicable to fiscal years beginning on or after January 1st 2013 and will be applied
retrospectively; however, the EU endorsement to change the effective date to January 1st 2014
applies to the Group. The Group is currently evaluating what the effect will be on the consolidated
financial statements.
IFRS 11 – Joint Arrangements
The core principle of IFRS 11 is that a party to a joint arrangement determines the type of joint
arrangement in which it is involved by assessing its rights and obligations and accounts for those
rights and obligations in accordance with that type of joint arrangement. The option of applying proportionate consolidation to joint ventures will be eliminated in the future. This standard is applicable
to fiscal years beginning on or after January 1st 2013; however, the EU endorsement to change the
effective date to January 1st 2014 applies to the Group. The Group is currently evaluating what the
effect will be on the consolidated financial statements.
IFRS 12 – Disclosure of Interests in Other Entities
IFRS 12 brings together the disclosures for interests in subsidiaries, joint arrangements, associates
and unconsolidated structured entities into one comprehensive standard. Many of these disclosures
have been taken from IAS 27, IAS 31 or IAS 28, while other disclosures have been newly incorporated. This standard is applicable to fiscal years beginning on or after January 1st 2013; however, the
EU endorsement to change the effective date to January 1st 2014 applies to the Group. The Group is
currently evaluating what the effect will be on the consolidated financial statements.
IFRS 13 – Fair Value Measurement
The standard was published in May 2011 and introduces a comprehensive framework for measuring fair value of both financial and non-financial items. IFRS 13 does not, however, specify whether
and when fair value must be measured. Instead it specifies how fair value must be measured when
another standard requires the measurement of fair value. This standard is applicable to fiscal years
beginning on or after January 1st 2013. The Group is currently evaluating what the effect will be on
the consolidated financial statements.
New interpretations
IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine
The interpretation must be applied to every type of natural resource acquired through surface mining
activities. This interpretation is applicable to fiscal years beginning on or after January 1st 2013 and
will not be relevant to the financial statements of the Group.
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Amendments to standards and interpretations
Amendment to IAS 1: Presenting Comprehensive Income
Items in other comprehensive income must be presented with separate subtotals for the elements
which may be reclassified from equity into profit or loss (so-called recycling) and those elements
which will not. The associated tax items must be presented accordingly. These amendments are
applicable to fiscal years beginning on or after July 1st 2012 and are applied retrospectively.
Recovery of Underlying Assets: amendments to IAS 12 Income Taxes
The amendment specifies that when measuring deferred tax relating to an asset which falls under
investment property or property, plant and equipment, and which is measured using the fair value
model or the purchase method, the presumption should be made that the carrying amount of the
asset will normally be realised through sale. This amendment is applicable to fiscal years beginning
on or after January 1st 2012; however, the EU endorsement to change the effective date to January
1st 2013 applies to the Group. Any effects on the Group are being evaluated.
Amendment to IAS 27 Separate Financial Statements
As a result of the publication of IFRS 10, IAS 27 now only contains regulations on separate financial
statements. These amendments are applicable to fiscal years beginning on or after January 1st
2013; however, the EU endorsement to change the effective date to January 1st 2014 applies to the
Group.
Amendment to IAS 28 Investments in Associates and Joint Ventures
IAS 28 has been amended as a result of the publication of IFRS 10 and IFRS 11. These amendments
are applicable to fiscal years beginning on or after January 1st 2013; however, the EU endorsement
to change the effective date to January 1st 2014 applies to the Group.
Amendments to IAS 32 Financial Instruments: Presentation and IFRS 7 Financial Instruments:
Offsetting Financial Assets and Financial Liabilities
The amendments should eliminate inconsistencies in the interpretation of existing requirements for
offsetting financial assets and financial liabilities. In the future entities must disclose both gross and
net offsetting amounts reflected in the statement of financial position – along with other existing
rights of set-off that do not meet the requirements for set-off in the statement of financial position.
The amendments are effective for annual periods beginning on or after January 1st 2014 and must
be applied retrospectively. However, the expanded disclosures must be applied for annual and interim periods beginning on or after January 1st 2013 and must be applied retrospectively. The future
effects of this amendment are currently being evaluated.
Amendment to IFRS 1 First-time Adoption of International Financial Standards
The amendments led to the removal of fixed dates for first-time adopters as well as guidance on the
first-time adoption of IFRS when the entity was subject to severe hyperinflation. These amendments
are applicable to fiscal years beginning on or after July 1st 2011; however, the EU endorsement to
change the effective date to January 1st 2013 applies to the Group.
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Standards and interpretations not yet adopted by the European Union
New standards
IFRS 9 – Financial Instruments: Classification and Measurement of Financial Assets
IFRS 9 Financial Instruments was published in November 2009. IFRS 9 specifies requirements for
classifying and measuring financial assets. The former categories of loans and receivables, assets
held to maturity, assets held for sale, and FVTPL (fair value through profit or loss) assets will be
replaced by the categories amortised cost and fair value. Whether the instrument falls within the
amortised cost category is partly dependent on the business model of the company, i.e. how it
treats financial instruments for tax purposes, and partly on the contractual cash flows of the individual instruments. The changes are applicable to fiscal years beginning on or after January 1st 2015
and will be applied retrospectively. The Group is currently evaluating what the effect will be on the
consolidated financial statements.
IFRS 9 – Financial Instruments: Additions for Financial Liability Accounting
The version of this standard reissued in 2010 incorporates requirements for the classification and
measurement of financial liabilities, which basically conform to the classifications which currently
exist under IAS 39. There are two significant differences regarding the disclosure of changes to default risk as well as removing the exception for derivative financial liabilities measured at amortised
cost. The changes are applicable to fiscal years beginning on or after January 1st 2015 and will be
applied retrospectively. The Group is currently evaluating what the effect will be on the consolidated
financial statements.
Amendments to standards and interpretations
Amendments to IFRS 1 – Government Loans
The amendments relate to government loans with a below-market interest rate. First-time adopters
may choose whether to apply the IFRS retrospectively when accounting for loans of this type. This
amendment is applicable to fiscal years beginning on or after January 1st 2013 and is not relevant
to the consolidated financial statements.
Amendments to IFRS 10, IFRS 12, IAS 27 – Investment Entities
The amendments provide for an exception with regard to the consolidation of subsidiaries if the
parent qualifies for classification as an investment entity. Certain subsidiaries would then be measured at fair value through profit or loss as per IFRS 9 and IAS 39. The amendments are applicable to
fiscal years beginning on or after January 1st 2014 and must be applied retrospectively. The Group
is currently evaluating what the effect will be on the consolidated financial statements.
Annual Improvements to IFRS (Amended 2009–2011)
The annual improvements to IFRS – 2009–2011 cycle cover a number of amendments to the different standards. The amendments are applicable to fiscal years beginning on or after January 1st
2013. The amendments include:
Amendments to IAS 16: The changes to IAS 16 make it clear that spare parts and servicing equipment are to be classified as property, plant and equipment if they fulfil the definition. Otherwise they
are to be treated as inventory. The Group does not expect the changes to IAS 16 to have a significant effect on the consolidated financial statements.
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Amendments to IAS 32: The amendments to IAS 32 clarify that income taxes on payouts to holders of equity instruments and the costs related to equity transactions should be accounted for in
­accordance with IAS 12. The Group does not expect the changes to IAS 32 to have a significant
effect on the consolidated financial statements.
IFRS 10–12 Transition Guidance (IASB publication: June 28th 2012; EU-Endorsement: not yet confirmed, but first adoption can be postponed in line with the underlying standard): The amendments
clarify the transition guidance in IFRS 10 as well as additional simplification of all three standards.
This applies in particular to the fact that for first-time adopters of IFRS the disclosure of adjusted
comparative figures has been limited to the period immediately preceding.
4. Consolidation principles
Business combinations are accounted for in accordance with the acquisition method. According to
this method, the assets acquired and liabilities assumed as well as contingent liabilities are measured on the acquisition date at their fair values attributable at this date. Where the difference between the acquisition costs and the attributable proportion of net assets valued at fair value shows
an excess, this item is shown as goodwill, which is not written off or amortised in regular amounts
but is subjected to an annual test for impairment. Where any difference relates to a bargain purchase, its effect on net income is recognised immediately and shown in other operating income.
All accounts receivable and payable between consolidated companies are eliminated during debt
consolidation. Intragroup income and expense is offset within the framework of consolidation of
income and expense. Intragroup profits or losses from intragroup deliveries are eliminated if these
relate to significant amounts and the relevant assets are still recognised in the consolidated financial
statements.
Shares in net assets of subsidiaries not attributable to PORR AG are shown separately as part of
equity capital under the item “non-controlling interest”.
5. Accounting and measurement methods
The annual financial statements of all companies included in the consolidated financial statements
are prepared according to standard accounting and measurement methods.
Measurement principles
Historic acquisition costs form the basis for the measurement of intangible assets and property,
plant and equipment (except for real estate) and for loans, inventories, accounts receivable from
billed orders and liabilities.
The fair value at the end of the reporting period is the basis for the measurement in respect of securities available for sale, derivative financial instruments and investment property; the fair value at the
date of revaluation is the basis for measurement for real estate used by the Group.
Accounts receivable for construction contracts which have not been completed, which are included under trade receivables, reflect the respective proportion of revenue corresponding to the percentage of completion at the end of the reporting period less any payments already made by the
customer.
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Currency translation: The companies included in the consolidated financial statements prepare
their annual financial statements in their respective functional currencies, whereby the functional
currency is the relevant currency for the commercial activities of the company concerned. The functional currency for nearly all of the companies included is the currency of the country in which the
company concerned is domiciled.
Items in the consolidated statement of financial position are translated at the mean rate of exchange
at the end of the reporting period and income statement items are translated at the annual mean rate
of exchange for the fiscal year (as an arithmetic mean of all end-of-month quotations). Differences
resulting from the currency translation are reported in other comprehensive income. These translation differences are recognised in the income statement at the date of disposal of the business
activities.
In the event of company acquisitions, adjustments of the carrying amounts of the acquired assets
and assumed liabilities to the fair value at the date of acquisition or, if applicable, goodwill, are
treated as assets or liabilities of the acquired subsidiary and are, accordingly, subject to currency
translation.
Exchange gains or losses on transactions undertaken by companies included in the consolidation in
a currency other than the functional currency are recognised in profit or loss for the period. Monetary
items not denominated in the functional currency held by companies included in the consolidation
are translated at the mean rate ruling at the end of the reporting period. Exchange gains or losses
resulting from this translation are also recognised in profit or loss.
Intangible assets are capitalised at acquisition cost and amortisation is recognised on a straightline basis over the probable useful life.
in %
Rates of amortisation
Building rights
Rental rights
Licences
Concessions
Mining rights
1.7 to 5.9
2.0 to 50.0
1.0 to 50.0
5.0 to 50.0
Depends on assets
The amortisation apportionable to the fiscal year is shown in the income statement under the item
“Depreciation, amortisation and impairment expense”.
If impairment is established, the relevant intangible assets are recognised at the recoverable amount,
which is the fair value less costs of sale or the value in use, if higher. If the impairment ceases to apply, a reversal of the impairment is performed equivalent to the carrying amount, which would have
been determined had the impairment loss not been accrued.
Goodwill is recorded as an asset. In order to assess any impairment demand, goodwill of the
cash-generating unit or groups of cash-generating units will be assigned, which benefit from the
synergies of the Group amalgamation. This cash-generating unit or groups of cash-generating units
are tested once a year for impairment, as well as at any other time where circumstances exist that
indicate there may be possible impairment.
Property, plant and equipment, with the exception of real estate, is valued at cost, including incidental costs less reductions in the acquisition costs, or at manufacturing cost, and is subject to
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the previously accumulated and regularly applied straight-line depreciation during the year under
review, whereby the following rates of depreciation are applied:
in %
Rates of depreciation
Technical equipment and machinery
Other plants, factory and business equipment
5.0 to 50.0
10.0 to 50.0
The depreciation rates are based on the probable useful life of the facilities. If impairment is established, the relevant tangible assets are impaired to the recoverable amount, which is the fair value
less costs of sale or the value in use, if higher. If the impairment ceases to apply, an impairment
reversal is recognised equivalent to the carrying amount, which would have been determined had
the impairment expense not been accrued. Fundamental rebuilding work is recognised in the statement of financial position, while ongoing maintenance work, repairs and minor rebuilding work are
recognised in profit or loss at the time they arose.
Real estate used for operational purposes is valued according to the revaluation method pursuant
to IAS 16.31. External opinions or assessments from internal experts are used as the basis for
determining fair values. Revaluations are performed so regularly that the carrying amounts do not
deviate significantly from the fair values attributable at the end of the reporting period. The date for
the revaluation for the end of the reporting period generally falls in the fourth quarter of the reporting
year. The carrying amount is adjusted to the respective fair value by using a revaluation reserve in
other comprehensive income. The revaluation reserve is reduced by the applicable deferred tax
liability. Regular depreciation of revalued buildings is carried out according to the straight-line method, where the depreciation rates lie essentially between 1.0% and 4.0%, and is recognised in the
income statement. On a subsequent sale or decommissioning of revalued land or buildings, the
amount recorded in the revaluation reserve in respect of the relevant plot of land or building is transferred to retained earnings.
Plants under construction, including buildings under construction which are to be used for operational purposes or whose type of use has not yet been established, are accounted for at acquisition
cost or manufacturing cost less impairment. Depreciation or impairment of these assets commences upon their completion or attainment of operational status.
Investment property is real estate that is held for the purpose of obtaining rental income and/or for
the purpose of its rise in value. This includes office and commercial premises, residential buildings
and unimproved land. These are recognised at their fair values. Gains or losses from changes in
value are reflected in profit or loss for the period in which the change in value occurred.
The basis for the measurement of investment property measured at fair value was derived from the
market value opinions of independent experts. As an alternative, the fair values are determined by
the present value of the estimated future cash flows expected to arise from the use of the real estate.
Leases are classified as finance leases when, according to the lease contract, essentially all the
risks and rewards relating to the ownership are transferred to the lessee. All other leases are classified as operating leases.
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The Group as lessor
Where the Group is the lessor, the only lease contracts applicable are operating leases. The rental
income from these contracts is recognised in net income on a straight-line basis over the term of
the corresponding lease.
The Group as lessee
Assets held under finance leases are recorded as Group assets at their fair values or at the present
value of the minimum lease payments if this is lower, at the beginning of the lease. The minimum
lease payments are those amounts payable during the non-terminable term of the lease, including a guaranteed residual value. The corresponding liability owed to the lessor is recorded in the
statement of financial position as obligations under finance leases. The lease payments are apportioned between interest paid and the reduction of the lease obligation in such a way as to achieve
a constant rate of interest on the remaining liability. Interest expense is recognised in the income
statement.
Rental payments on operating leases are recognised in profit or loss for the period on a straight-line
basis over the term of the corresponding lease.
Shares in associates and in joint companies are accounted for at acquisition cost, which is apportioned between the pro rata net assets acquired at fair value and, if applicable, goodwill. The carrying amount is increased or decreased annually by the proportionate annual profit or loss, dividends
received and other changes to equity capital. Goodwill is not subject to planned amortisation, rather
it is assessed for impairment as a part of the relevant shareholding when circumstances exist that
indicate there may be possible impairment.
Shares in consortium: Group shares in profits from consortia as well as Group revenues from goods
and services to consortia are shown in the consolidated income statement under revenue, while
the shares of the Group from losses in consortia are shown under other operating expenses. Capital paid into a consortium is entered under trade receivables (see note 24), together with profit
shares and trade receivables for the relevant consortium and after deductions for withdrawals and
general losses. If there is on balance a passive entry, this is included under trade payables (see
note 37).
Loans are measured at amortised cost according to the effective interest method, less general allowances (value adjustments) due to impairment.
Shares in non-consolidated companies and other shareholdings shown under other financial assets
are valued at acquisition cost, as with regard to these stakes and shareholdings, in the absence of
listings, there is no stock exchange rate available and reliable fair values cannot be determined for
these. If impairment is established, they are written down to the recoverable amount.
Securities available for sale are measured at fair value. Gains or losses from changes to the fair value, with the exception of revaluations due to impairment and gains and losses arising from securities
denominated in foreign currencies, are entered into other comprehensive income. In the case of
derecognition of these kinds of securities, or if impairment is indicated, the cumulative gain or loss
in equity capital will be entered into profit or loss for the period. Interest is calculated by the effective
interest method and is recognised in profit or loss.
Impairment of financial assets: At each end of the reporting period an assessment is carried out as
to whether there are any indicators that a financial asset has been impaired. An impairment loss is
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recognised if there is evidence that the expected future cash flows from the asset in question will be
reduced because of an event occurring after the initial recognition of that asset. If the impairment
loss has decreased in a subsequent period because of an event occurring following its recognition,
the impairment loss is reversed by increasing the carrying amount of the asset. In the case of financial assets measured at amortised cost, the maximum amount of any reversal is the amount that
would have been recognised as the amortised cost of the financial asset in question if no impairment
loss had been recognised.
Raw materials and supplies are valued at the lower of acquisition cost and net realisable value.
Recorded under inventories, land intended for sale is valued at the lower of acquisition cost, manufacturing cost and net realisable value.
Construction contracts are recognised according to the percentage of completion of the contract
(POC method). The anticipated revenues from the contracts are shown under revenue according to
the respective percentage of completion. The percentage of completion, which is the basis for the
amount of the contract revenues shown, is, as a rule, determined according to the ratio of the services supplied compared to the estimated total services at the end of the reporting period. Claims
are only recognised when it is likely that the customer will accept them and when they can be reliably
measured. Where the result of a construction contract cannot be reliably estimated, the amount of
the accumulated contract costs alone shall represent the amount recorded for contract revenues. If
it is probable that the total contract costs will exceed the total contract revenues, the expected loss
is recognised immediately and in full.
The revenues attributable to the services supplied so far according to the percentage of completion
are, to the extent that they exceed the payments on account made by the customer, shown in the
statement of financial position under trade receivables. Amounts by which the payments on account
received exceed the revenues attributable to the services supplied so far are shown under other
liabilities.
Where construction contracts are executed in consortia, profits are also recognised using the percentage of completion method.
Receivables are fundamentally recognised using the effective interest method, whereby the carrying
amount generally corresponds to the nominal value. Should there be substantial evidence of risks
regarding recovery, allowances are set up. Objective indicators suggesting the need for impairment
include, for example, a decline in the creditworthiness of the debtor and related payment delays or
impending insolvency. The necessary allowances are based on the actual risk of default.
Acquisitions and sales of financial assets common to the market (spot transactions) are shown in the
statement of financial position on the settlement date.
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The provisions for severance payments, pensions and anniversary bonuses are determined by the
projected unit credit method in accordance with IAS 19, which involves an actuarial assessment being performed by a recognised actuary on each reference date. In the valuation of these provisions
for Austria and Germany, an interest rate for accounting purposes of 3.75% p.a. (previous year:
4.8%) was applied with salary increases of 2.66% (previous year: 2.5%). When determining provisions for severance payments and anniversary bonuses for Austria, deductions are made for fluctuations based on statistical data within a range of 0.0% to 10.4% (previous year: 0.0% to 10.4%)
and for anniversary bonuses in Germany a range of 0.0% to 25.0% (previous year: 0.0% to 25.0%)
was applied. For Austrian companies the assumed retirement age is the earliest possible retirement
age permitted by law following the 2004 pension reform (corridor pension), taking into account all
t­ransitional arrangements; for German companies the legal retirement age is used. The life table AVÖ
2008-P – Pagler & Pagler is used for calculating provisions in Austria, while for Germany the life table
Richttafeln 2005 G by Klaus Heubeck is applied. Actuarial gains and losses for severance payments
and pensions are recognised in full in other comprehensive income, while anniversary bonuses are
under profit or loss for the period. Service costs are shown under staff expense. Interest paid is
recorded under finance costs.
Sensitivity analysis of pension provisions:
The following actuarial assumptions were deemed relevant and the following margins were applied:
Discount rate +/-0.25%, Pension trend +/-0.25%, Life expectancy +/-1 year.
The sensitivity analysis of life expectancy was carried out on the basis of a shift in life expectancy
for the total candidates of the respective plan.
The difference to the values disclosed in the statement of financial position are shown in the tables
below as relative deviations:
Interest +0.25%
Pension DBO
Interest -0.25%
active
vested
liquid
active
vested
liquid
-5.00%
-4.00%
-2.00%
4.00%
4.00%
2.00%
Pension trend +0.25%
Pension DBO
Pension trend -0.25%
active
vested
liquid
active
vested
liquid
5.00%
2.00%
2.00%
-2.00%
-2.00%
-2.00%
Life expectancy +1 year
Pension DBO
Life expectancy -1 year
active
vested
liquid
active
vested
liquid
4.00%
3.00%
5.00%
-3.00%
-3.00%
-4.00%
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Sensitivity analysis of severance payments
The following actuarial assumptions were deemed relevant and the following margins were applied:
Discount rate +/-0.25%, Salary trend +/-0.25%, Fluctuation +/-0.5% up to 25th year of work, Life
expectancy +/-1 year.
The sensitivity analysis of life expectancy was carried out on the basis of a shift in average life expectancy for the total candidates of the respective plan.
The difference to the values disclosed in the statement of financial position are shown in the tables
below as relative deviations:
Interest +0.25%
Interest -0.25%
Salary trend +0.25%
Salary trend -0.25%
-2.15%
2.23%
2.21%
-2.14%
Fluctuation +0.5% up
to 25th year of work
Fluctuation -0.5% up
to 25th year of work
Life expectancy
+1 year
Life expectancy
-1 year
-0.06%
0.06%
0.14%
-0.16%
Severance DBO
Severance DBO
The following table shows the average duration of the respective obligations:
Maturity profile – DBO
Pensions
Severance
DBO
1–5
years
6–10
years
10+ years
15,669
17,826
12,012
14,349
20,163
19,570
Maturity profile – cash
Cash
Duration
1–5
years
6–10
years
10+ years
Duration
9.81
8.59
16,820
21,016
15,495
24,826
40,177
73,160
19.61
13.06
Other provisions take account of all currently discernible risks and contingent liabilities from past
events whereby an outflow of resources is judged to be probable. They are recognised with the best
estimate of the expenditure required to settle the present obligation if a reliable estimate is feasible.
Financial liabilities are measured at fair value less direct transaction costs when they are initially recognised. If the amount of the repayment is lower or higher, this is written down or up in accordance
with the effective interest method.
Derivative financial instruments are recognised at fair value. Gains and losses from changes in
market value of forward contracts designated as hedging instruments which should hedge the risk
in variability of the cash flow in the functional currency from planned transactions in the foreign currency (“cash flow hedges”), along with other derivative financial instruments which are designated
as cash flow hedges, are entered into other comprehensive income, as long as they are allotted to
the effective part of the hedge transaction. The amounts entered into reserves for cash flow hedges
are transferred into net income for the period, in which the secured transaction or the resulting asset value from the secured transaction, or the liability resulting from the secured transaction has an
effect on profit or loss. Gains and losses allotted to the ineffective share, as well as gains and losses
from fair value changes of derivative financial instruments, for which the requirements for hedge accounting have not been met, are entered into profit or loss for the period in which they occur. Gains
and losses from changes in fair value of forward contracts, which are basically in place with a view to
hedging the risk of variability in cash flow of the functional currency from planned transactions in the
foreign currency but are not hedging instruments as defined by IAS 39, are recognised as contract
costs related to the planned transactions or the gains are offset with these costs.
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Revenue is measured at the fair value of the consideration. Discounts and other subsequent reductions in revenue are deducted from this amount. Sales taxes and other taxes related to the sale are
not part of the consideration or revenue. Revenue from the sale of assets is recognised on delivery
and transfer of ownership. Revenue from construction contracts is recognised according to the
percentage of completion allocated over the period of the contract.
Interest income is defined in accordance with the effective interest method. The effective interest
rate is any interest rate where the present value of future cash flow from the financial asset value
corresponds to the carrying amount of the asset. Dividend income from financial investments is
recognised when legal title arises.
Borrowing costs attributable to the acquisition or production of qualifying assets, even those whose
acquisition or manufacture takes up a considerable time period until the intended use or sale, form
part of the cost of the asset and are therefore capitalised. Other borrowing costs are recorded as an
expense in the period in which they were incurred.
6. Key assumptions and key sources of estimation uncertainty
6.1. Key sources of estimation uncertainty
The following presents significant assumptions related to the future and other key sources of estimation uncertainty which could lead to significant adjustments in the consolidated financial statements for the following fiscal year of results reported:
Deferred tax income from tax loss carryforwards: the usability of tax loss carryforwards is mostly
dependent on the development in earnings of individual companies. Deferred tax assets were recognised to the extent that it was probable that future taxable profit would be available against which
the temporary difference would be utilised. The actual tax gains can deviate from these assumptions
(see notes 29 and 40).
Valuation of gravel and stone deposits: The carrying amounts in the consolidated statement of
financial position as of December 31st 2012 for gravel and stone deposits and mining rights at the
disposal of the Group amount to TEUR 75,167 (previous year: TEUR 81,732). The Executive Board
is convinced that the carrying amounts can be realised from selling the deposits, or from mining and
selling the yielded material, or from mining and using the material for own construction activities.
Nevertheless there is uncertainty regarding the development of the price of these raw materials
which is dependent on trends in demand and also the assessment of own future demand for these
raw materials. Impairment will be carried out if future developments necessitate this.
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Determining fair values of real estate: The fair value is generally equal to the present value of realisable rental income. Even small adjustments caused by economic assumptions and sources of
estimation uncertainty or those specifically related to real estate can have a significant impact on the
profit or loss for the year and the fair value of real estate. In particular, an adjustment in the interest
rate applied in the course of the real estate valuation can have a significant effect on the figures in
the statement of financial position. Furthermore, there is a risk that property sales carried out at
short notice only generate proceeds and related real estate valuations which are lower than those
subject to an orderly sales process.
Furthermore, significant assumptions and estimates relate to the following areas:
Construction contracts: Evaluation of construction contracts until project completion, in particular
with a view to the accounting of claims, the contract revenue using the percentage of completion
method, and the estimate of the probable operating profit from the contract, based on expectations
of the future development of the relevant construction contracts. A change in these estimates, particularly as regards contract costs to be paid, percentage of completion, the estimated operating
profit and the claims finally accepted can have a significant effect on the Group’s financial position
and financial performance (see note 24).
Impairment: Impairment tests on goodwill, other intangible assets, property, plant and equipment
are primarily based on estimated future cash flows which are expected from the continuous use
of an asset and its disposal at the end of its useful life. Factors such as lower revenues or rising
expenditure and the resulting lower cash flows as well as changes to the discount factors used can
lead to impairment due to a reduction in value or, as far as allowed, to a reversal of impairment due
to an increase in value. With regard to the carrying amounts of the assets concerned, see notes 17
to 19.
6.2. Changes to comparative information
In accordance with IAS 1.41, the following adjustments were adopted to facilitate better disclosure:
In finance costs, interest on revenue amounting to TEUR 1,167 was offset with other interest and
similar expense. The provisions for indemnities amounting to TEUR 3,778 at January 1st 2011 and
TEUR 3,533 at December 31st 2011 were reclassified from current to non-current provisions. As of
the 2012 fiscal year the average staffing levels reported are from the fully consolidated companies
and do not – as previously – proportionately include associates and companies of minor significance. The comparative figures have been appropriately adjusted.
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7. Revenues
The gross revenues of TEUR 2,314,828 (previous year: TEUR 2,212,490) include the invoiced construction work of own construction sites, goods and services to consortia, shares of profit from
consortia and other revenues from ordinary activities.
The following table shows total Group output by business area, in which the output from contracts
carried out by consortia is also recognised together with the proportion attributable to a c
­ ompany
included in the consolidated financial statements, and then transferred to revenue.
in EUR thousand
Business areas
BU 1 – DACH
BU 2 – CEE/SEE
BU 4 – Infrastructure
BU 5 – Environmental Engineering
BU 6 – Real Estate
Total Group output
of which proportional output from consortia, associates, subsidiary
­companies and shareholdings
Revenue
2012
2011
1,719,478
363,758
462,226
77,765
267,730
2,890,957
1,635,491
426,273
514,235
70,394
259,241
2,905,634
-576,129
2,314,828
-693,144
2,212,490
Revenue can be subdivided as follows:
in EUR thousand
Revenues from construction contracts
Revenues from sales of raw materials and other services
Total
2012
2011
2,082,399
232,429
2,314,828
2,009,309
203,181
2,212,490
8. Other operating income
in EUR thousand
Income from the sale of property, plant and equipment
Revenue from the provision of staff
Insurance payments
Exchange gains
Revenue from charging materials
Rent from space and land
Other
Total
2012
2011
1,380
12,052
3,791
7,678
1,731
2,208
41,472
70,312
5,764
8,697
3,333
11,291
2,241
2,036
33,796
67,158
Other operating income largely comprises amounts invoiced to participations, other staff income
and income from the sale of materials. Furthermore it includes a total of TEUR 4,577 from the disposal of two subsidiaries for which so many shares were sold that only significant influence remains.
Of this total, TEUR 5,382 is attributed to the recognition at fair value of the retained shares.
F96
9. Cost of materials and other related production services
in EUR thousand
Expenditure on raw materials and supplies and for purchased goods
Expenditure on purchased services
Total
2012
2011
-558,339
-897,145
-1,455,484
-532,316
-938,545
-1,470,861
10. Staff expense
in EUR thousand
Wages and salaries
Social welfare expenses
Expenditure on severance payments and pensions
Total
2012
2011
-500,961
-115,108
-9,240
-625,309
-465,860
-105,642
-9,302
-580,804
Expenditure on severance payments and pensions includes the current service costs and contributions to the staff provision fund for employees who commenced employment with an Austrian
group company after December 31st 2002 and voluntary severance payments. The interest expense
arising from severance payments and pension obligations is shown under the item finance costs.
11. Depreciation, amortisation and impairment expense
Amortisation of TEUR 6,005 (previous year: TEUR 5,912) was applied to intangible assets and depreciation of TEUR 42,067 (previous year: TEUR 43,356) to property, plant and equipment. In addition, impairment of TEUR 1,947 (previous year: TEUR 1,333) was applied to revaluated real estate.
For more detailed information please refer to notes 17 and 18.
12. Other operating expenses
in EUR thousand
Legal and consultancy services, insurance
Buildings and land
Exchange losses
Fleet
Advertising
Office operations
Commission on bank guarantees
Losses in consortiums
Travel expenses
Valuation of investment property
Other
Total
2012
2011
-35,739
-28,658
-7,956
-17,764
-7,861
-13,254
-13,325
-7,368
-9,947
-8,070
-74,979
-224,921
-40,456
-28,615
-20,597
-16,131
-10,600
-14,231
-9,891
-7,102
-10,915
-1,493
-79,194
-239,225
Other operating expenses essentially comprise taxes and duties, third party services and general
administrative costs. This item also includes rental payments from rental and leasing contracts of
TEUR 8,827 (previous year: TEUR 7,811). In 2011 this item also included expenditure on large-scale
projects in Hungary and Romania totalling TEUR 35,551.
F97
13. Income from financial investments and current financial assets
in EUR thousand
Income from shareholdings
of which from affiliated companies
Expenditure from shareholdings
of which from affiliated companies
Income/expenditure from current financial assets
Interest
of which from affiliated companies
Total
2012
2011
2,057
444
-8,264
-3,848
3,559
8,624
555
5,976
2,219
624
-13,294
-8,330
1,103
11,710
1,158
1,738
Interest does not relate to financial assets measured at fair value in profit or loss.
14. Finance costs
in EUR thousand
Interest and similar expenditure relating to bonds
Other interest and similar
of which from affiliated companies
of which interest expenditure from social overhead capital provisions
Total
2012
2011
-19,976
-17,801
-48
-4,270
-37,777
-18,193
-26,149
-44
-4,961
-44,342
In the year under review borrowing costs of TEUR 2,100 (previous year: TEUR 3,296) were recognised. The capitalisation rate was between 2.5% and 6.3% (previous year: 1.8% and 6.3%).
15. Income tax
Income tax is the taxes on income and earnings and deferred taxes paid or owed in the individual
countries for the year under review.
The calculation is based on tax rates that will be applicable pursuant to the prevailing tax laws or according to tax laws whose entry into force is essentially finalised, at the probable date of realisation.
in EUR thousand
Actual tax expense
Deferred tax income (-)/expense (+)
Tax income (-)/expense (+)
F98
2012
2011
5,825
-1,810
4,015
6,872
-19,752
-12,880
The tax expense resulting from the application of the Austrian Corporation Tax rate of 25% can be
reconciled to the actual expense as follows:
in EUR thousand
Profit before income tax
Theoretical tax expense (+)/income (-)
Differences in rates of taxation
Tax effect of non-deductible expenditure and tax-exempt income
Income/expenditure from associates
Changes in deferred tax assets not applied in relation to loss carryforwards
Effect from taxation changes
Tax gains (+)/losses (-) related to other periods
Other
Taxes on income and earnings
2012
2011
22,008
5,502
1,451
-3,211
-4,277
4,904
-446
35
57
4,015
-83,069
-20,767
2,512
-2,037
-2,089
7,423
1,654
1,016
-592
-12,880
In addition to the tax expense recognised in the consolidated income statement, the tax effect of
expenses and income set off to other comprehensive income was also recognised in other comprehensive income. The income recognised in other comprehensive income amounted to TEUR 2,146
(previous year: TEUR 696). Payouts from capital from profit-participation rights and the costs of
the capital increase classified as equity capital are tax deductible. The resulting tax of TEUR 1,400
(previous year: TEUR 1,400) was recognised directly in equity.
Summary of tax effects in other comprehensive income:
2012
in EUR thousand
Income tax on items in
other comprehensive
income
2011
in EUR thousand
Income tax on items in
other comprehensive
income
Revaluation
reserve
Remeasurement
from benefit
obligations
Total debt securities available for
sale – fair
value reserve
Reserve for cash
flow hedges
Equity
attributable to
shareholders of
parent
Equity
attributable to
non-controlling
interest
Total
-141
2,242
-74
119
2,146
-
2,146
Revaluation
reserve
Remeasurement
from benefit
obligations
Total debt securities available for
sale – fair
value reserve
Reserve for cash
flow hedges
Equity
attributable to
shareholders of
parent
Equity
attributable to
non-controlling
interest
Total
-
662
50
-16
696
-
696
F99
A reduced tax rate of 10% was applied to certain Hungarian companies which have exceeded the
top rate of HUF 500m in the reporting period 2012. This effect is shown under the item taxation
changes.
16. Earnings per share
Earnings per share and per capital share certificate are calculated by dividing the proportion of the
annual profit relating to the shareholders of the parent company by the weighted average number of
shares in issue including 7% in respect of preference shares and capital share certificates.
in EUR thousand
Proportion of annual deficit/surplus relating to shareholders of parent
Weighted average number of issued shares and capital share certificates
Earnings per share in EUR (basic EPS = diluted EPS)
2012
2011
11,651
2,737,727
4.26
-78,538
2,708,952
-28.99
Likewise the earnings per ordinary share amount to EUR 4.26 (previous year: EUR -28.99). As there
were no potential diluted transactions for the fiscal years 2011 and 2012, the diluted earnings per
share correspond to the basic earnings per share. See note 30 with regard to the distribution of
profits for the various classes of shares.
F100
17. Intangible assets
in EUR thousand
Acquisition costs and
manufacturing costs
Balance at January 1st 2011
Additions/disposals due to
changes in the consolidated
group
Additions
Disposals
Reclassifications
Currency adjustments
Balance at
December 31st 2011
Additions/disposals due
to changes in the
consolidated group
Additions
Disposals
Reclassifications
Currency adjustments
Balance at
December 31st 2012
Accumulated amortisation
and impairment
Balance at January 1st 2011
Additions/disposals due to
changes in the consolidated
group
Additions (planned
amortisation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Balance at
December 31st 2011
Additions/disposals due to
changes in the consolidated
group
Additions (planned
amortisation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Balance at
December 31st 2012
Carrying amounts – balance
at December 31st 2011
Carrying amounts – balance
at December 31st 2012
Concessions,
licences and
similar rights
Software
32,368
25,821
29,430
-
87,619
381
-3
-207
557
2,823
-441
1
-42
10,132
-
12,334
-
23,023
3,204
-444
1
-249
32,539
28,719
39,562
12,334
113,154
571
1,382
134
-203
2,102
-255
2
11
9,812
-
263
-
10,443
3,484
-255
2
145
34,626
30,376
49,374
12,597
126,973
21,257
14,131
20,820
-
56,208
-
490
-
-
490
682
2,000
-2
-22
-
2,584
-430
1
-25
-
102
-
544
-
3,810
2,102
-432
1
-47
-
23,915
16,751
20,922
544
62,132
307
-37
-
-
270
1,153
1,000
7
-
2,169
-187
12
-
37
1
-
1,646
-
4,968
1,037
-187
20
-
26,382
18,708
20,960
2,190
68,240
8,624
11,968
18,640
11,790
51,022
8,244
11,668
28,414
10,407
58,733
F101
Goodwill Other intangible
assets
Total
The table predominantly shows purchased intangible assets with a limited useful life. Please refer to
the comments shown under accounting and measurement methods with regard to useful lives and
methods of amortisation, depreciation and impairment.
Impairment related to goodwill amounting to TEUR 37 (previous year: TEUR 102) is reported in the
consolidated income statement under “Depreciation, amortisation and impairment expense”, as are
impairment losses amounting to TEUR 1,000 (previous year: TEUR 2,000) and planned amortisation
of other intangible assets. The impairment relates to a mining right allocated to the segment Business Unit 1 – DACH and is the result of plan deviations.
Goodwill resulting from the acquisition of companies is tested for impairment at the level of the
cash-generating unit or groups of cash-generating units to which it belongs in each particular case.
This applies to the segments as shown below:
in EUR thousand
BU 1 – DACH
BU 2 – CEE/SEE
BU 4 – Infrastructure
BU 5 – Environmental
Engineering
BU 6 – Real Estate
Holding
Total
in EUR thousand
BU 1 – DACH
BU 2 – CEE/SEE
BU 4 – Infrastructure
BU 5 – Environmental
Engineering
BU 6 – Real Estate
Holding
Total
Balance
Jan 1st 2012
Currency
adjustments
Newly acquired goodwill
Disposal of
goodwill
Impairment
Balance
Dec 31st 2012
8,865
-
-1
-
738
-
-37
-
8,827
738
458
9,317
18,640
-1
9,074
9,812
-
-37
9,532
9,317
28,414
Balance
Jan 1st 2011
Currency
adjustments
Newly acquired goodwill
Disposal of
goodwill
Impairment
Balance
Dec 31st 2011
7,843
-
-
1,123
-
-
-101
-
8,865
-
458
309
8,610
-
9,008
10,131
-
-101
458
9,317
18,640
In DACH goodwill of TEUR 8,827 is allocated to the cash-generating unit of road construction. In the
segment Business Unit 6 – Real Estate goodwill of TEUR 9,008 is allocated to the cash-generating
unit of property management. In the segment Business Unit 5 – Environmental Engineering goodwill of
TEUR 9,047 is allocated to the cash-generating unit TKDZ.
The impairment test involves comparing the total of the carrying amounts of the assets of the cash-generating unit to which goodwill was allocated, in addition to the carrying amount of the goodwill allocated to this cash-generating unit, with the recoverable amount of the same assets. The recoverable
amount of the cash-generating unit corresponds to the fair value less sale costs or the value in use, if
this is higher. The fair value reflects the best possible estimate of the amount for which an independent
third party would acquire the cash-generating unit at market conditions at the end of the reporting period. In cases where no fair value can be determined, the value in use, i.e. the present value of probable
future cash flows generated by the segment, is laid down as the recoverable amount. As a fair value
F102
could not be established for any of the cash-generating units to which goodwill has been allocated,
the value in use of these cash-generating units was determined in order to establish the recoverable
amount. The cash flows were derived from budgets for three to five years approved by the Executive
Board and current as at the time of the implementation of the impairment tests. These forecasts are
based on past experience and expectations regarding future market developments. A growth rate of
1.0% (previous year: 1.0%) has been applied. The discounting was carried out on the basis of the
segment-specific capital costs which lay within a range of 7.4% and 9.2% (previous year: 8.1% and
9.2%) before tax.
18.Property, plant and equipment
in EUR thousand
Acquisition costs, manufacturing costs and revaluations
Balance at January 1st 2011
Additions/disposals due to changes in the consolidated group
Additions
Disposals
Reclassifications
Currency adjustments
Decrease in value arising from revaluation
Balance at December 31st 2011
Additions/disposals due to changes in the consolidated group
Additions
Disposals
Reclassifications
Currency adjustments
Revision arising from revaluation
Balance at December 31st 2012
Accumulated depreciation and impairment
Balance at January 1st 2011
Additions/disposals due to changes in the consolidated group
Additions (scheduled depreciation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Revision arising from revaluation
Balance at December 31st 2011
Additions/disposals due to changes in the consolidated group
Additions (scheduled depreciation)
Additions (impairment)
Disposals
Reclassifications
Currency adjustments
Appreciation
Revision arising from revaluation
Balance at December 31st 2012
Carrying amounts – balance December 31st 2011
Carrying amounts – balance December 31st 2012
Land, land rights
and buildings
including buildings
on land owned
by others
Technical
equipment
and
machinery
Other plant,
factory and
business
equipment
Payments on
account and
assets under
construction
Total
364,566
-818
18,293
-5,161
-4,035
-1,334
-371
371,140
-18,317
4,078
-3,662
877
992
138
355,246
361,370
2,440
15,489
-45,285
171
-2,634
331,551
12,800
27,007
-28,851
1,733
1,672
345,912
97,224
2,309
21,164
-12,264
-148
-960
107,325
1,083
16,776
-36,262
1,924
693
91,539
7,645
55
4,252
-887
-1,857
-512
8,696
247
6,099
-957
-5,859
343
8,569
830,805
3,986
59,198
-63,597
-5,869
-5,440
-371
818,712
-4,187
53,960
-69,732
-1,325
3,700
138
801,266
97,835
-550
7,999
781
-1,169
-2,115
-342
1,333
103,772
1,454
7,878
2,000
-1,579
271
1,947
115,743
242,906
1,371
22,497
-36,412
9
-1,334
229,037
11,652
18,384
-25,740
1,629
969
235,931
74,194
1,927
12,079
-11,309
-10
-730
76,151
942
13,328
-33,759
-1,629
543
55,576
486
-5
481
414,935
2,748
42,575
781
-48,890
-2,116
-2,406
1,333
408,960
14,048
40,076
2,000
-61,078
1,778
1,947
407,731
267,368
239,503
102,514
109,981
31,174
35,963
8,696
8,088
409,752
393,535
F103
Land, land rights and buildings including buildings on land owned by others includes reserves for
raw materials amounting to TEUR 69,276 (previous year: TEUR 74,635), which is written off based
on performance. The fair value specified on the revaluation date in accordance with the revaluation
method of the property used in operations, will be specified in accordance with recognised measurement methods, namely by derivation from a price which has been settled in a transaction with
a similar property in the recent past, or, mainly in the absence of suitable market data, then by discounting estimated future cash flows which can be generated by leasing the property under normal
market conditions. The carrying amount of property used in operations, which was assessed by an
external expert, amounted to TEUR 116,076 (previous year: TEUR 125,147). The value adjustments
were mostly applied during the past four years.
Scheduled depreciation is shown under “Depreciation, amortisation and impairment expense”. Impairment was included at a rate of TEUR 2,000 (previous year: TEUR 781) and was also entered
under “Depreciation, amortisation and impairment expense”.
The carrying amount for property, plant and equipment pledged for security at the end of the reporting period is TEUR 78,381 (previous year: TEUR 125,695).
The carrying amount for land, land rights and buildings, including buildings on land owned by others
would have amounted to TEUR 236,751 (previous year: TEUR 251,700) on application of the acquisition cost model as at December 31st 2012.
Finance Leasing Agreements
The carrying amounts of property, plant and equipment and investment property held under finance
leasing agreements amounted to:
in EUR thousand
Real estate leasing
Equipment leasing
Total
2012
2011
77,438
45,999
123,437
76,513
43,381
119,894
These carrying amounts are balanced by corresponding liabilities represented by the present value
of the minimum lease payments, i.e. of TEUR 84,137 (previous year: TEUR 84,918).
The terms of the finance leases for real estate are between 5 and 23 years, leasing fees are generally
tied to the 6-month EURIBOR from the Austrian National Bank and adjusted every six months. The
terms of the finance leases for equipment are between 3 and 12 years, leasing fees are generally tied
to the 3-month EURIBOR from the Austrian National Bank and adjusted every quarter. The equipment leasing contracts include extension options, but they do not contain sales option or clauses
for adjusting the price.
Operating leases
The Group essentially leases cars and individual items of real estate under operating leases, in most
cases pre-agreed extension options are not exercised. The average term of car leasing agreements
is 5 years and the term of real estate leasing agreements is 18 to 20 years.
F104
The following summary shows the future minimum lease payments during the non-terminable period
of the operating leases:
in EUR thousand
Due within 1 year
Due between 1 and 5 years
Due after 5 years
2012
2011
8,132
18,964
28,725
7,548
16,170
31,481
19. Investment property
in EUR thousand
Fair value
Balance at January 1st 2011
Additions/disposals due to changes in the consolidated group
Additions from acquisitions
Additions from subsequent expenditure
Disposals
Reclassifications
Currency adjustments
Adjustment to fair value
Balance at December 31st 2011
Additions/disposals due to changes in the consolidated group
Additions from acquisitions
Additions from subsequent expenditure
Disposals
Reclassifications
Currency adjustments
Adjustment to fair value
Balance at December 31st 2012
366,020
8,787
57,288
-9,620
-13,047
-439
-1,493
407,496
-102,966
35,193
41,766
-19,887
-15,063
118
-6,875
339,782
The fair value is determined according to recognised measurement methods, namely by being inferred from a current market price, by being inferred from a price attained in a transaction with
similar items of real estate in the recent past, or mostly, however, for want of suitable market data,
by discounting estimated future cash flows that are usually generated in the market by this type of
real estate in the course of letting. The discounting rates applied were within a bandwidth of 5.5%
to 7.0%. The value of investment property, which was assessed by an external expert within the last
four years, amounted to TEUR 220,402 (previous year: TEUR 167,370).
The rental income from investment property amounted to TEUR 11,786 in the year under review
(previous year: TEUR 10,016). Operating expenses related to investment property for which there
was no rental income in the year under review amounted to TEUR 2,601 (previous year: TEUR 1,134).
Investment property with a carrying amount of TEUR 162,308 (previous year: TEUR 252,976) is
pledged as collateral for liabilities, this includes investment property with a carrying amount of
TEUR 23,981 recorded under assets held for sale.
There were no selling restrictions on investment property in 2012 (previous year: 77,353).
F105
20. Shareholdings in associates
in EUR thousand
Acquisition costs
Share of profit generated since acquisition less dividends received
and profit transfers
Earnings/expenses entered into other comprehensive income
Carrying amount
2012
2011
143,374
140,177
101,337
-35,658
209,053
84,625
-29,279
195,523
The following summaries show condensed financial information relating to associates:
in EUR thousand
Assets
Liabilities
Net assets
Group share of net assets
in EUR thousand
Revenue
Profit for the year
Group share of profit for the year
2012
2011
2,384,776
1,963,657
421,119
209,053
2,272,388
1,839,529
432,859
195,523
2012
2011
641,074
52,459
20,201
518,046
29,674
17,916
The accumulated amount of non-recognised shares of losses of associates as of December 31st
2012 is TEUR 1,524 (previous year: TEUR 2,185).
The market capitalisation of the 41.33% shareholding in UBM Realitätenentwicklung AG amounted
to TEUR 33,478 (previous year: TEUR 30,998) at December 31st 2012.
21.Loans
in EUR thousand
Loans to companies in which there is a participating interest
Loans to associates
Other loans
Total
2012
2011
9,417
18,441
1,522
29,380
6,204
17,131
11,788
35,123
22. Other financial investments and securities
in EUR thousand
Shareholdings in non-consolidated subsidiaries
Other shareholdings
Total assets available for sale
Payments on account on financial assets
Total
F106
2012
2011
2,994
5,826
11,295
20,115
4,619
9,540
11,131
150
25,440
As regards the other shareholdings, and shareholdings in non-consolidated subsidiaries, the fair
value cannot be determined reliably, meaning that they are recognised at their acquisition costs less
any impairment. Securities available for sale mainly comprise fixed-interest instruments. They are
not subject to any restrictions on disposal.
23. Inventories
Inventories comprise the following:
in EUR thousand
Land intended for sale
Finished and unfinished products and merchandise
Raw materials and supplies
Payments on account
Total
2012
2011
31,708
5,936
29,239
14,250
81,133
8,575
8,076
25,457
13,017
55,125
Allowances of TEUR -130 (previous year: TEUR -318) were recognised on products and merchandise in the year under review. Inventories with a carrying amount of TEUR 21,773 were pledged as
collateral for liabilities.
24. Trade receivables
Construction contracts
The construction contracts valued by the POC method at the end of the reporting period but not yet
finally settled, are stated as follows:
in EUR thousand
Contract values according to POC method
Less attributable payments on account
Net
2012
2011
1,384,866
-1,129,809
255,057
1,278,245
-1,031,787
246,458
Proportional contract values capitalised according to the percentage of completion of the contract
as at December 31st 2012 are balanced by contract costs valued at TEUR 1,350,783 (previous
year: TEUR 1,235,908), so that the recognised profit for these contracts amounts to TEUR 34,083
(previous year: TEUR 42,337). Shares of the profits from consortia are shown under receivables from
consortia. Advances received, including preliminary payments on invoices for partial delivery, are
shown under liabilities, where these exceed proportional contract values capitalised according to
the percentage of completion of the contract. Imminent losses and guarantees from contracts are
recorded in provisions.
Composition and maturity terms of trade receivables:
in EUR thousand
Trade receivables
Receivables from consortia
Total
Remaining term
Remaining term
Dec 31st 2012
> 1 year
Dec 31st 2011
> 1 year
543,089
67,057
610,146
21,068
21,068
531,021
71,618
602,639
15,420
15,420
F107
Trade receivables are classified as current in accordance with IAS 1 as they are to be settled within
the entity’s normal operating cycle.
Trade receivables include contractual retentions of TEUR 56,446 (previous year: TEUR 41,083).
in EUR thousand
Trade receivables before allowances
Impairment allowances at January 1st
Additions
Amounts used/reversed
At December 31st
Carrying amount of trade receivables
2012
2011
585,822
63,862
41,071
-62,200
42,733
543,089
594,883
88,871
42,057
-67,066
63,862
531,021
Ageing structure of receivables:
in EUR thousand
Trade receivables
in EUR thousand
Trade receivables
­Carrying
amount at
Dec 31st
2012
Of which
not overdue
at closing
date
Less than
30 days
Of which overdue at closing date in the following time periods
Between
30 and 60
days
543,089
430,748
40,427
9,885
­Carrying
amount at
Dec 31st
2011
Of which
not overdue
at closing
date
Less than
30 days
Between
30 and 60
days
531,021
392,347
73,461
6,138
Between
Between
60 and 180 180 and 360
days
days
19,905
7,682
More than
360 days
34,442
Of which overdue at closing date in the following time periods
Between
Between
60 and 180 180 and 360
days
days
11,927
17,013
More than
360 days
30,135
In the above-mentioned overdues, amounts of ongoing invoice checks are also included, which
could take up to 120 days to settle. Allowances for impairment were included at reasonable amounts.
25. Other financial assets
in EUR thousand
Loans
Receivables from non-consolidated
subsidiaries
Receivables from associates
Receivables from other shareholdings
Receivables from insurance
Other
Total
Remaining term
Remaining term
Dec 31st 2012
> 1 year
Dec 31st 2011
> 1 year
334
-
2,105
-
11,950
35,483
23,938
36
89,853
161,594
3,392
13,337
1,793
21,920
40,442
14,469
47,861
21,299
84
71,455
157,273
3,384
11,240
3,008
26,619
44,251
F108
Forward contracts at fair value amounting to TEUR 0 (previous year: TEUR 969) are included
under other financial assets (see note 44). In addition this item contains TEUR 10,521 (previous
year: TEUR 9,936) of receivables from deposits and TEUR 9,913 (previous year: TEUR 10,816) of
receivables from down payments relating to rent or leases. Other financial assets amounting to
TEUR 12,835 (previous year: TEUR 10,747) are secured with shares or shareholdings in businesses.
Receivables from non-consolidated subsidiaries, associates and other shareholdings include contractual retentions amounting to TEUR 438 (previous year: TEUR 1,561).
26. Other receivables and assets
in EUR thousand
Tax assets
Other
Total
Remaining term
Remaining term
Dec 31st 2012
> 1 year
Dec 31st 2011
> 1 year
11,734
377
12,111
-
16,034
1,560
17,594
-
27. Cash and cash equivalents
The cash and cash equivalents include cash at banks amounting to TEUR 110,089 (previous year:
TEUR 153,475) and cash in hand of TEUR 322 (previous year: TEUR 338).
28. Assets held for sale
The assets held for sale related to three properties in the segment Business Unit 6 – Real Estate and
one property in the segment Business Unit 1 – DACH, for which the Group has received Supervisory
Board approval to sell and is actively looking for a buyer. The Group assumes that the sale will be
concluded in the 2013 business year.
29. Deferred tax assets
The following tax deferments stated on the statement of financial position arise from temporary
differences between the valuations in the IFRS consolidated financial statements and the respective
valuations for tax purposes as well as from realisable loss carryforwards.
in EUR thousand
Non-current assets, liabilities from
finance leasing
POC method
Untaxed reserves
Provisions
Tax loss carryforwards
Other
Off-setting
Deferred taxes
Net deferred taxes
2012
2011
Assets
Liabilities
Assets
Liabilities
39,316
14,836
34,066
-80,648
7,570
-
55,701
34,148
6,861
1,912
-80,648
17,974
10,404
31,870
8,925
47,203
5
-78,551
9,452
-
55,197
36,910
7,106
2,177
-78,551
22,839
13,387
F109
in EUR thousand
Net deferred taxes (liabilities)
Change
of which related to exchange differences
of which related to expense (-)/income (+)
as per income statement
of which related to regrouping from current tax liabilities
of which related to changes to the consolidated group
of which related to expense (-)/income (+) entered into other
comprehensive income
2012
2011
10,404
2,983
-81
13,387
17,861
-110
1,810
836
-1,728
20,414
462
-2,939
2,146
34
Deferred tax assets based on loss carryforwards are recognised to the extent that these can probably be offset against future taxable profits (see note 6.1.).
The loss carryforwards for which no deferred tax assets were recognised amount to TEUR 168,909
(previous year: TEUR 143,823). The loss carryforwards can be carried forward essentially without
restriction, both those for which the deferred tax assets have been recognised and those for which
no deferred tax assets were recognised
30. Share capital
Share capital
Ordinary bearer shares
7% bearer preference shares
(without voting rights)
Total share capital
Capital share certificates (profit-participation
rights pursuant to Art. 174 Stock Corporation
Act)
Total share capital and capital from profitparticipation rights
Number 2012
EUR 2012
Number 2011
EUR 2011
2,045,927
14,868,331
2,045,927
14,868,331
642,000
2,687,927
4,665,596
19,533,927
642,000
2,687,927
4,665,596
19,533,927
49,800
361,911
49,800
361,911
2,737,727
19,895,838
2,737,727
19,895,838
The shares are authorised and fully issued no-par-value shares which are fully paid in. The amount
of share capital for each bearer share is approximately EUR 7.27. The amount of profit participation
capital for each capital share certificate is also EUR 7.27. With effect from the entry into the Commercial Register on May 4th 2011 and with the approval of the Supervisory Board, the Executive
Board increased the Group’s share capital against contribution in kind by issuing 85,390 new nopar-value bearer shares with voting rights and the right to share in profits from the 2011 business
year through the partial use of the capital authorised on November 27th 2008 in an extraordinary
general meeting. Following the capital increase, the share capital was split into 2,045,927 ordinary
shares and 642,000 7%-preference shares without voting rights. The issue price per share was
EUR 135.00. Following the capital increase 287,698 ordinary shares were approved but not yet
issued.
Each ordinary share participates in profits including profits on liquidation to the same extent and
each share entitles the bearer to one vote at the Annual General Meeting. Bearers of preference
shares and capital share certificates are not entitled to any votes at the Annual General Meeting.
On liquidation of the company, it is primarily the holders of capital share certificates who receive any
remaining shares in the profit from the remaining liquidation proceeds and the pro rata amount of the
capital apportioned to capital share certificates. If there are further liquidation proceeds remaining,
F110
then the bearers of preference shares receive these and the pro rata amount of the capital apportioned to preference shares. Then the holders of ordinary shares receive any remaining shares in the
profit from the remaining liquidation proceeds and the pro rata amount of the capital apportioned to
ordinary shares. Any remaining liquidation proceeds are then distributed among bearers of capital
share certificates and shareholders in accordance with their share of total capital.
Distribution of profit is regulated as follows by the Articles of Association: in the first instance up
to 7% of the share capital relating to the preference shares and of the capital relating to the capital
share certificates is distributable as a share of the profit of PORR AG to the preference shareholders and holders of capital share certificates and any remainder of preference dividends or profit
shares relating to the capital share certificates from previous years is payable subsequently, then
the ordinary shareholders receive up to 7% of the share capital relating to the ordinary shares as a
profit share; any unappropriated retained earnings exceeding that amount intended for distribution
according to the Executive Board’s proposed profit distribution shall be distributed equally between
preference and ordinary shareholders and holders of capital share certificates, as long as the Annual
General Meeting does not determine any other appropriation.
31. Reserves
The capital reserves result largely from the capital increases, adjustments and statute-barred dividend claims arising from previous years less the costs for the capital increase and fair-value adjustments. The capital reserves include an amount of TEUR 121,346 (previous year: TEUR 121,346)
which is restricted. It may only be released to compensate for an accumulated loss which would
otherwise be shown in the annual financial statements of PORR AG, to the extent that free reserves
are not available to cover this.
The retained earnings comprise the revaluation reserves in accordance with IAS 16, the reserves from
revaluation of the annual financial statements of subsidiaries in foreign currencies, the reserves for
cash flow hedges, reserves for remeasurement from benefit obligations, other expenses or income to
be recorded in comprehensive income, retained earnings of PORR AG including the statutory reserve
and the untaxed reserves after deducting deferred tax items, retained profits from subsidiaries since
their acquisition and the effects of adjusting the annual financial statements of companies included
in the consolidated financial statements to the accounting and measurement methods used in the
consolidated financial statements. Net earnings amounting to TEUR 3,784 are available for distribution to shareholders in PORR AG. The unrestricted retained earnings of PORR AG, which come
to TEUR 46,648 as of December 31st 2012 may be released and distributed to the shareholders of
PORR AG. The statutory reserve of PORR AG of TEUR 458 (previous year: TEUR 458) may only be
released to compensate for an accumulated loss which would otherwise be shown, whereby the
release to cover the loss is not impeded by free reserves being available to compensate for the loss.
During the year under review, no dividends or profit shares were paid out to shareholders or holders
of capital share certificates, in the previous year TEUR 1,486, therefore EUR 0.55 per share or capital
share certificate, was paid to shareholders and holders of capital share certificates in PORR AG.
The Executive Board proposes to pay a dividend of EUR 1.25 per ordinary share, preference share
and capital share certificate and to pay the arrears on preference dividends of EUR 0.51 per preference share and profit share for capital share certificates of EUR 0.51 per capital share certificate for
the business year 2011. This amounts to EUR 3,774,976.75 in total. The proposed dividend does not
yet appear in the statement of financial position as at December 31st 2012 as the payout requires a
resolution by the Annual General Meeting. The dividend payout has no effect on the Group’s taxation.
F111
32. Equity from profit-participation rights
32.1. Equity from profit-participation rights (from subsidiaries)
In December 2007, ABAP Beteiligungs Holding GmbH, a subsidiary 100% of whose nominal capital
is held by PORR AG, issued profit-participation rights with a total nominal value of TEUR 70,000.
The profit-participation rights, whose issuance conditions are in accordance with debentures, are
issued for an unspecified length of time, whereby the bearers of profit-participation rights have no
rights to a contractual notice of dismissal, but where the issuer has the right to terminate the profit-participation rights at any time. The rights of the bearers of profit-participation rights regarding
extraordinary notice of dismissal are tied to conditions, for which the implementation or not lies
under the sphere of influence of PORR AG. The interest is set at 8.0% p.a. of the nominal capital of
the profit-participation rights as of January 1st 2008, rising to 13.0% p.a. on the nominal capital as
of January 1st 2013, whereby the issuer is only obliged to pay interest if they or PORR AG decide
to pay holdings or shareholders a dividend from the annual surplus. If the issuer is not obliged to
pay the due interest for one year in the absence of a profit payout, and utilises their right not to pay,
then this unpaid interest is kept in arrears which must be paid as soon as the issuer or PORR AG
decides that a dividend from the annual surplus is payable to their holdings or shareholders. In the
case of dismissal by the issuer or the extraordinary notice of dismissal by the bearers of profit-participation rights, the capital from profit-participation rights becomes due to the bearers, in addition
to the valid interest accrued by this date and outstanding interest. As payments on these profit-participation rights – interest as well as capital redemption – are only compulsory when the conditions
are activated, where their activation can be authorised or prevented by PORR AG, and the Group
therefore has the option of avoiding payment on these profit participation rights permanently, these
profit-participation rights are therefore categorised as equity instruments. Interest which is paid on
this loan, less any tax, is to be recorded directly in equity as a deduction.
32.2. Subordinated loan
In December 2012 PORR AG took a subordinated loan with a total value of TEUR 11,000. The loan
was taken out for an unspecified time period, whereby the lenders have no right to ordinary termination. As of December 21st 2012, the loan is subject to interest of 6.25% p.a. on the loan amount;
from December 21st 2013 this rises to 10.0% p.a. of the nominal amount, whereby PORR AG is
only liable to pay interest if it resolves to pay ordinary and preference shareholders a dividend from
the year’s profits. In the absence of a dividend payout of this kind, PORR AG is not obligated to pay
the interest for the year; if it makes use of this right not to pay, this unpaid interest will be recorded
as overdue interest which must be paid as soon as PORR AG resolves to pay its shareholders a
dividend from the annual surplus. In the case of the complete or partial cancellation by PORR AG,
or extraordinary termination by the lender, the capital provided plus all interest accrued up to this
date and overdue interest must be repaid to the lender. As payments on this loan – interest and the
repayment of capital – must only be settled under certain circumstances which PORR AG can influence and/or prevent, the Group has the option of avoiding payments on this loan for a long period
and therefore this subordinated loan is classed as an equity instrument. Interest which is paid on this
loan, less any tax, is to be recorded directly in equity as a deduction. The lender of this subordinated
loan is a related party.
F112
33. Non-controlling interest
The shares in equity capital of subsidiaries which are not owned by PORR AG or a shareholder of
the Group are entered in the equity capital under non-controlling interest.
34. Provisions
in EUR thousand
Balance at Jan
1st 2012
Additions
OCI additions
Amounts used/
r­eversed
Balance at
Dec 31st 2012
of which
non-current
of which current
Severance
Pensions Anniversary bonuses
Indem­
nities
Constructions
Recultivation
Other
Total
46,811
34,704
10,069
3,533
63,930
6,560
9,786
175,393
4,367
4,922
2,252
3,660
2,459
-
480
-
80,902
-
7,411
-
7,573
-
105,444
8,582
-4,157
51,943
-3,478
37,138
-783
11,745
-90
3,923
-41,849
102,983
-3,139
10,832
-3,106
14,253
-56,602
232,817
51,943
37,138
11,745
3,923
-
10,832
-
115,581
-
-
-
-
102,983
-
14,253
117,236
PORR AG and its subsidiaries must pay their employees in Austria and Germany anniversary bonuses on certain anniversaries according to collective agreements. The provision for anniversary
bonuses was determined in accordance with the provisions of IAS 19 on other long-term benefits.
Please refer to the notes under the accounting and measurement methods with regard to the actuarial assumptions underlying the calculation.
At TEUR 19,000 (previous year: TEUR 25,451), provisions for constructions represent provisions for
impending losses arising from the order backlog and, at TEUR 40,330 (previous year: TEUR 13,840),
provisions for guarantees. Provisions for impending losses are based on current contract calculations. Provisions for guarantees and other contract risks are determined on the basis of an individual
assessment of the risks. Claims arising against the Group from these risks are deemed to be probable; the recognised amount corresponds to the best possible estimate of the amount of the claim.
As construction contracts can take several years to be carried out, and any claim possibly precedes
a long ongoing legal dispute, the time of the claim is uncertain but will as a rule lie within the relevant
operating cycle.
Pension plans
Defined benefit plans
Provisions for severance pay were created for employees (on wages and salaries) who have claims
to severance payments pursuant to the Employee Act, the Wage Earners’ Severance Pay Act or
works agreements. Employees whose employment is subject to Austrian law, if the relevant employment began prior to January 1st 2003 and has been ongoing for at least ten years without interruption, have a claim to severance pay where the employment is terminated upon the employee’s
reaching the statutory age of retirement, even if the employment is terminated by the employee.
The amount of the severance pay depends on the amount of the pay at the time of termination and
of the length of employment. These employee claims should therefore be treated as claims under
defined benefit pension plans, in which case plan assets do not exist to cover these claims. Similar
considerations apply to employees to whom severance pay is due pursuant to the Wage Earners’
Severance Pay Act and for severance pay payable pursuant to works agreements.
F113
The Construction Workers’ Leave and Severance Pay Act 1987 applies to the majority of waged
workers, according to which their claims are directed towards the holiday pay and severance pay
fund to be financed by employer’s contributions. This is a state plan, for which a severance pay
provision does not need to be created.
Pension commitments are as a rule defined individual benefit commitments for senior staff which
are not covered by plan assets. The amount of the pension claim depends on the number of years’
service in each case.
Changes within provisions for severance pay were as follows:
in EUR thousand
Present value of severance obligations (DBO) at Jan 1st
Changes to the consolidated group
Current service cost
Net interest expense
Severance payments
Actuarial profits (-)/losses (+)
Present value of severance obligations (DBO) at Dec 31st
in EUR thousand
Current service cost (entitlement)
Net interest expense
Severance payments (recognised in profit/loss for the period)
Severance payments (recognised in comprehensive income for the period)
2012
2011
46,811
18
2,045
2,107
-4,157
5,119
51,943
47,808
604
2,136
2,155
-7,807
1,915
46,811
2012
2011
2,045
2,107
4,152
4,152
2,136
2,155
4,291
4,291
For the year 2013, an interest expense of TEUR 1,850 and a current service cost of TEUR 2,244 are
planned. Please refer to the notes on the accounting and measurement methods with regard to the
actuarial assumptions underlying the calculation.
The experience-based adjustments on severance obligations are as follows for the year under review and the previous fiscal years:
in EUR thousand
2012
2011
2010
2009
Experience-based adjustments at Dec 31st
-236
-1,376
-1,466
-3,188
The present values of severance obligations are as follows for the year under review and the four
previous fiscal years:
in EUR thousand
Present value of severance
obligations at Dec 31st
2012
2011
2010
2009
2008
51,943
46,811
47,808
49,601
53,166
F114
Pension provisions:
Pension obligations transferred to provisions:
in EUR thousand
2012
Present value of obligations covered by plan assets
Fair value of the plan assets
Net value of the obligations covered by plan assets
Present value of the obligations not covered by plan assets
Carrying amount of provisions at Dec 31st
14,184
-7,755
6,429
30,709
37,138
Pension costs:
in EUR thousand
Service cost (entitlement)
Net interest expense
Pension costs (recognised in profit/loss for the period)
Interest income
Pension costs (recognised in comprehensive income for the period)
2012
2011
159
1,912
2,071
-368
1,703
146
1,965
2,111
0
2,111
Development of pension obligations:
in EUR thousand
Present value of pension obligations (DBO) at Jan 1st
Changes to the consolidated group
Current service cost
Interest paid
Pension payments
Actuarial profits (-)/losses (+)
Present value of pension obligations (DBO) at Dec 31st
2012
2011
42,448
482
159
1,912
-3,478
3,370
44,893
43,171
430
146
1,966
-4,015
750
42,448
The obligations from the direct pension benefits are partially covered by insurance contracts concluded with WIENER STÄDTISCHE VERSICHERUNGS AG Vienna Insurance Group and Nürnberger
Lebensversicherung AG. In order to secure the pension rights of the employees insured from the
corporate pension benefits, the rights from the insurance agreements are pledged in favour of the
employees insured. The insurance of the old-age pension is entitled to share in profits in line with
Article 16 of the General Terms and Conditions Governing Endowment and Pension Insurance. The
insurance for the disability pension and widows pension is also entitled to share in profits. To this
end, a cash accounting statement is produced at the end of every insurance year. In the case of
a profit, 50% of the balance of income and expenditure is refunded to the insurance policyholder.
In the case of a loss, this is carried forward to the next insurance year. Profits can only be paid out
again once the loss carryforward has been settled. The amount of the annual insurance premiums is
determined by the insurance company’s rates and is stated in the registry of members. The premiums must be paid annually in advance. The final annual premium must be paid in the year in which
the policyholder reaches retirement age. The pension plan reinsurance is held in an independent department of the cover pool for life insurance as laid down in Article 20 Section 2 Line 1 in connection
with Article 2 of the Insurance Supervision Law.
F115
Endowment life insurance policies have been concluded, e.g. with Nürnberger Lebensversicherung AG, for the pension benefits of the German companies. The insurance involves individual endowment policies which are ring-fenced. The policyholder is the employer, while the insured
­party/beneficiary is the employee who can choose between a lump sum or an annuity of equal value.
The amount of the annuity is determined by the rates valid at the time of choosing and the corresponding insurance conditions. The contributions must be paid until the end of the insurance year in
which the claim becomes valid (death or retirement). At the end of every insurance year the current
profit participation (risk and interest surplus) is credited and converted into a bonus.
Development of the plan assets:
in EUR thousand
Fair value of the plan assets at Jan 1st
Changes to the consolidated group
Contribution payments
Interest income
Payouts (benefit payments)
Actuarial gains (-)/losses (+)
Fair value of the plan assets at Dec 31st
2012
2011
7,744
-104
37
368
-290
7,755
8,505
-761
7,744
For the year 2013, an interest expense of TEUR 1,619 and a current service cost of TEUR 205 are
planned. Please refer to the notes on the accounting and measurement methods with regard to the
actuarial assumptions underlying the calculation.
The experience-based adjustments on pension obligations are as follows for the year under review
and the previous fiscal years:
in EUR thousand
2012
2011
2010
2009
838
-1,033
558
1,364
Experience-based adjustments at Dec 31st
The present values of pension obligations are as follows for the year under review and the four previous fiscal years:
in EUR thousand
Present value of pension
obligations at Dec 31st
2012
2011
2010
2009
2008
44,893
42,448
43,171
43,834
44,116
The present value of the plan assets were as follows in the year under review and the two preceding
business years:
in EUR thousand
Present value of plan assets as at Dec 31st
F116
2012
2011
2010
7,755
7,744
8,505
Defined contribution plans
Employees whose employment is subject to Austrian law and who commenced employment after
December 31st 2002, and workers to whose employment the Construction Workers’ Leave and Severance Pay Act is applicable, do not acquire any severance pay claims in respect of their respective
employer. For these employees, except for those to whose employment the Construction Workers’
Leave and Severance Pay Act is applicable, contributions of 1.53% of the wage or salary must be
paid to an employee welfare fund; this amounted to TEUR 1,193 (previous year: TEUR 1,164) in
2012.
Contributions are payable by the employer to the holiday pay and severance pay fund in respect
of those employees whose employment is covered by the Construction Workers’ Leave and Severance Pay Act. At the present time, around 37% of the wage of relevant employees is payable to
the holiday pay fund for 2012, amounting to TEUR 39,656 (previous year: TEUR 39,363) and 4.6%
of the wage of relevant employees is payable to the severance pay fund, amounting to TEUR 5,569
in 2012 (previous year: TEUR 4,826). This contribution covers employee severance pay claims and
other benefits, in particular the holiday pay and holiday allowance payable by the holiday pay and
severance pay fund to the relevant employees. This state plan covers all the companies in the
building sector. The benefits are financed on a pay-as-you-earn basis, i.e. the benefits falling due
in a particular period are to be financed by the contributions of this same period, while the future
benefits earned in the period under review will be funded by future contributions. The companies are
not legally or actually obliged to pay these future benefits. The companies are only obliged to pay
the prescribed contributions as long as they employ workers whose employment is covered by the
Construction Workers’ Leave and Severance Pay Act.
Payments to external employee provision funds are recognised under the item staff expense.
The employees of the PORR Group also belong to their country-specific, state pension plans, which
are usually funded on a pay-as-you-earn basis. The Group is only obliged to pay the contributions
when they become due. There is no legal or actual obligation to provide future benefits.
35. Bonds
As of the value date December 4th 2012, one bond with the following conditions was issued by
PORR AG:
Nominal amount
Tenor
Denomination
Nominal interest rate
Coupon
Redemption
Closing rate Dec 31st 2012
ISIN
Book value
EUR 50,000,000.00
2012–2016
EUR 1,000.00
6.25% p.a.
December 4th annually
December 4th 2016 at 100%
98.625
AT0000A0XJ15/A1HCJJ
EUR 49,012,834.25
The bond was issued for subscription on the Austrian and German capital markets.
F117
As of the value date October 13th 2010, one bond with the following conditions was issued by
PORR AG:
Nominal amount
Tenor
Denomination
Nominal interest rate
Coupon
Redemption
Closing rate Dec 31st 2012
ISIN
Book value
EUR 125,000,000.00
2010–2015
EUR 500.00
5.0% p.a.
April 13th/October 13th semi-annually
October 13th 2015 at 100%
95.993
AT0000A0KJK9
EUR 124,559,394.92
The bond was issued for subscription on the Austrian capital market.
As of the value date November 6th 2009, one bond with the following conditions was issued by
PORR AG:
Nominal amount
Tenor
Denomination
Nominal interest rate
Coupon
Redemption
Closing rate Dec 31st 2012
ISIN
Book value
EUR 100,000,000.00
2009–2014
EUR 500.00
6.0% p.a.
May 6th/November 6th semi-annually
November 6th 2014 at 100%
98.893
AT0000A0F9G7
EUR 99,530,422.25
The bond was issued for subscription on the Austrian capital market.
As of the value date May 31st 2012 one bond worth TEUR 70,000 was 100% redeemed.
36. Financial liabilities
in EUR thousand
Borrowings and overdrafts from banks
subject to interest at variable rates
subject to interest at fixed rates
Lease obligations
subject to interest at variable rates
Derivative financial instruments
Other financial liabilities
subject to interest at variable rates
subject to interest at fixed rates
Total
2012
2011
272,159
11,198
231,501
113,464
84,137
1,012
84,918
279
10,299
45,003
423,808
3,787
62,200
496,149
Deposits from banks subject to variable rates of interest are mainly charged interest at the 3-month
EURIBOR rate or the 6-month EURIBOR rate plus differing margins. During the year under review
the 3-month EURIBOR rate averaged out at 0.571% and the 6-month EURIBOR rate at an average
0.825%. The margins for newly acquired funds with a maximum 3-month term averaged 2.27 PP in
2012.
F118
Some items of real estate and equipment used by the Group itself are held under finance leases (see
note 18). The interest rates for the lease obligations are between 1.04% and 6.62%. The interest
component of the lease payments is usually continuously adjusted to the market interest rate. With
the exception of these leasing rate adjustments to reference interest rates, no agreements on conditional rental payments are included.
Derivative financial instruments include forward contracts and interest rate hedges, which are measured at fair value at the end of the reporting period (see note 44).
in EUR thousand
Borrowings and overdrafts from
banks
Lease obligations
Derivative financial instruments
Other financial liabilities
Total
in EUR thousand
Borrowings and overdrafts from
banks
Lease obligations
Derivative financial instruments
Other financial liabilities
Total
Dec 31st 2012
283,357
84,137
1,012
55,302
423,808
Remaining term
< 1 year
> 1 year
< 5 years
> 5 years
213,824
15,796
258
24,757
254,635
23,122
42,357
754
26,777
93,010
46,411
25,984
3,768
76,163
Dec 31st 2011
344,966
84,918
279
65,986
496,149
of which
secured by
collateral
Remaining term
101,452
84,137
8,369
193,958
of which
secured by
collateral
< 1 year
> 1 year
< 5 years
> 5 years
61,535
16,697
9,676
87,908
162,017
33,286
279
35,790
231,372
121,414
34,935
20,520
176,869
247,303
84,918
64,732
396,953
Borrowings and overdrafts from banks which are secured by collateral relate to real estate and inventory. Group obligations under finance leases are secured by the leased assets totalling a carrying
amount of TEUR 123,437 (previous year: TEUR 119,894) which are the property of the lessor under
civil law.
in EUR thousand
Minimum leasing payments
Present value of leasing
­payments
Dec 31st 2012
Dec 31st 2011
Dec 31st 2012
Dec 31st 2011
With a remaining period up to 1 year
With a remaining period of more than 1 year
and less than 5 years
With a remaining period of more than 5 years
Total
18,075
19,183
17,809
18,876
48,395
29,169
95,639
39,944
39,340
98,467
44,031
22,297
84,137
36,314
29,728
84,918
To be deducted: future financing costs
Present value of minimum leasing payments
Recognised in the consolidated financial
statements as:
Current liabilities
Non-current liabilities
Total
-11,502
84,137
-13,549
84,918
84,137
84,918
15,796
68,341
84,137
16,697
68,221
84,918
F119
37. Trade payables
in EUR thousand
Trade payables
Payables to consortia
Total
in EUR thousand
Trade payables
Payables to consortia
Total
Dec 31st 2012
467,416
47,742
515,158
Remaining term
< 1 year
> 1 year
< 5 years
> 5 years
440,149
47,742
487,891
27,267
27,267
-
Dec 31st 2011
460,591
41,585
502,176
of which
secured by
collateral
Remaining term
-
of which
secured by
collateral
< 1 year
> 1 year
< 5 years
> 5 years
428,878
41,585
470,463
31,713
31,713
-
-
Trade payables are classified as current as they are to be settled within the entity’s normal operating
cycle.
38. Other financial liabilities
in EUR thousand
Payables to non-consolidated
subsidiaries
Payables to associates
Payables to other shareholdings
Payables to staff
Other
Total
in EUR thousand
Payables to non-consolidated
subsidiaries
Payables to associates
Payables to other shareholdings
Payables to staff
Other
Total
Dec 31st 2012
2,020
16,532
4,130
66,144
23,331
112,157
Remaining term
< 1 year
> 1 year
< 5 years
> 5 years
2,020
4,758
4,130
66,144
18,142
95,194
11,734
2,527
14,261
40
2,662
2,702
Dec 31st 2011
4,065
20,665
9,900
63,332
45,677
143,639
of which
secured by
collateral
Remaining term
of which
secured by
collateral
< 1 year
> 1 year
< 5 years
> 5 years
4,065
6,703
9,868
63,332
38,790
122,758
11,773
21
2,981
14,775
2,189
11
3,906
6,106
F120
-
-
Other financial liabilities include a life annuity of TEUR 101, of which TEUR 11 was recorded in other
operating income as remeasurement of benefit obligations in the year under review.
39. Other liabilities
in EUR thousand
Tax liabilities
Social security liabilities
Advances received
Other
Total
in EUR thousand
Tax liabilities
Social security liabilities
Advances received
Other
Total
Dec 31st 2012
49,216
11,950
86,556
7,423
155,145
Remaining term
< 1 year
> 1 year
< 5 years
> 5 years
49,216
11,950
86,556
7,423
155,145
-
-
Dec 31st 2011
50,058
11,780
98,021
35,693
195,552
of which
secured by
collateral
-
Remaining term
-
of which
secured by
collateral
< 1 year
> 1 year
< 5 years
> 5 years
50,058
11,780
98,021
1,712
161,571
-
33,981
33,981
-
40. Tax payables
Current income tax payables are shown under tax liabilities. Pursuant to Art. 9 Austrian Corporation Tax Act (öKStG), losses of foreign Group members amounting to TEUR 40,344 (previous year:
TEUR 39,141) were not capitalised as they were characterised as frozen losses or had a long-term
horizon for utilisation.
41. Contingent liabilities and guarantees
in EUR thousand
Guarantees, guarantee bonds and other contingent liabilities
of which for associates
2012
2011
63,284
31,897
77,066
36,077
The guarantees primarily relate to securing bank loans of non-consolidated subsidiaries, associates
and other companies in which the Group holds a stake, as well as other liabilities from the operational business whose availment is theoretically possible, but considered highly improbable.
Other financial liabilities
The operational construction business requires various types of guarantees in order to safeguard
contractual obligations. This generally relates to guarantees for tenders, contract fulfilment, advance
payment and warranty. Apart from that the Group is jointly and severally liable for all consortia in
which it participates. Claims arising from these liabilities are not likely.
The Group has access to a syndicated, guaranteed credit line (Avalrahmen) amounting to
TEUR 470,000 with a remaining term until June 30th 2013. Negotiations are underway to extend
this credit line and so far indicate that it will be possible to extend the line to a considerable extent.
F121
There are also bilateral credit lines for the European market of TEUR 516,480, in addition to credit
lines in Qatar and Oman of TEUR 220,890 which generally run for a one-year term. As at December
31st 2012, around 69% of the European credit lines had been drawn on and around 12% of the lines
in Qatar and Oman.
42. Notes on segment reporting
Segment reporting is prepared in line with the internal reporting structure of the PORR Group. IFRS
are standards for accounting for governing business transactions between segments. The following
segments are presented:
Segment Business Unit 1 – DACH: BU 1 – DACH covers the PORR Group’s operating business on
the home markets of Austria, Germany and Switzerland. A full range of products and services is
offered.
Segment Business Unit 2 – CEE/SEE: BU 2 – CEE/SEE covers the PORR Group’s operating business
on the home market of Poland and the core markets in Central and Eastern Europe and South-Eastern Europe. Permanent business is being built up step-by-step on these markets.
Segment Business Unit 4 – Infrastructure: The BU 4 – Infrastructure segment bundles the core competencies in public infrastructure. It includes the departments on tunnelling, foundation engineering,
railway construction, pipeline construction, structural engineering, power plant construction and
large-scale civil engineering projects.
Segment Business Unit 5 – Environmental Engineering: The BU 5 – Environmental Engineering segment bundles expertise in the fields of water, wastewater, waste and environmental clean-up.
Segment Business Unit 6 – Real Estate: The BU 6 – Real Estate segment is largely comprised of
the companies specialised in project development, namely Strauss & Partner Development GmbH,
PORREAL Immobilien Management GmbH and the shareholding in UBM Realitätenentwicklung AG
and its subsidiaries.
Other: This segment includes all of the activities on the MENA region markets, as well as Group
services and shareholdings in non-operational companies.
F122
Segment report
in EUR thousand
2012
BU 1 –
DACH
BU 2 –
CEE/SEE
BU 4 –
Infrastructure
BU 5 – Environmental
Engineering
BU 6 –
Real Estate
Other
Group
1,719,478
363,758
462,226
77,765
267,730
-
2,890,957
1,534,900
348,455
384,384
37,563
84,048
-
2,389,350
88,952
15,792
3,348
6,429
8,041
172,812
-
35,134
-13,974
21,363
-600
-11,378
-8,537
22,008
4,482
1,012
2,291
350
14,198
-2,132
20,201
-18,330
-6,133
-566
-1,583
-4,104
-19,312
-50,028
-3,037
2,669
-12,194
1,810
-1,881
11
-
454
-173
846
-2,229
2,834
-21,300
-3,037
8,624
-37,777
BU 1 –
DACH
BU 2 –
CEE/SEE
BU 4 –
Infrastructure
BU 5 – Environmental
Engineering
BU 6 –
Real Estate
Other
Group
1,635,491
426,273
514,235
70,394
259,241
-
2,905,634
1,531,380
381,098
281,229
29,624
44,265
16,204
2,283,800
147,313
30,887
14,720
8,445
2,372
110,422
-
tax = segment earnings)
3,897
-27,651
-46,559
3,844
-16,382
-2,883
-85,734
Standards applied
for the first time
Segment revenue
2,665
-
-
-
-
-
2,665
6,562
-27,651
-46,559
3,844
-16,382
-2,883
-83,069
2,541
155
1,706
1,060
12,701
-247
17,916
-33,747
-7,139
-1,485
-942
-2,621
-5,357
-51,291
-2,102
2,787
-13,828
2,813
-1,930
45
-101
721
-114
-781
1,823
-4,184
3,521
-24,185
-2,883
11,710
-44,342
Production output
(Group)
Segment revenue
(revenue, own work capitalised and other operating
income)
Intersegment
revenue
EBT (Earnings before
tax = segment earnings)
Share of profit/loss
of associates
Depreciation,
amortisation and
impairment expense
of which
impairment
Interest income
Interest expense
in EUR thousand
2011
Production output
(Group)
Segment revenue
(revenue, own work capitalised and other operating
income)
Intersegment
revenue
EBT (Earnings before
(revenue, own work capitalised and other operating
income)
restated
Share of profit/loss
of associates
Depreciation,
amortisation and
impairment expense
of which
impairment
Interest income
Interest expense
F123
The following information relates to geographic business areas in which the Group is active.
in EUR thousand
Production output by
customer base 2012
Non-current assets
by company base
20121
Production output by
customer base 2011
Non-current assets
by company base
20111
1,946,239
330,051
234,336
129,861
15,018
33,254
55,222
63,514
16,369
30,804
7,896
4,345
24,048
944,718
2,890,957
816,932
151,763
16,683
22,585
12,432
7,525
5,151
5,204
1,654
6,888
3,781
233,666
1,050,598
1,822,230
253,495
236,291
141,444
39,809
108,539
85,144
89,144
30,404
20,430
40,085
4,785
33,834
1,083,404
2,905,634
968,331
76,551
14,990
19,686
13,700
11,301
10,249
1,217
1,118
4,941
2,272
156,025
1,124,356
Domestic
Germany
Poland
Czech Republic
Hungary
Romania
Switzerland
Serbia
Albania
Slovakia
Netherlands
Croatia
Other foreign
Total foreign
Segment total
1
Corresponds to non-current assets in the consolidated statement of financial position without other financial assets and deferred tax assets.
43. Notes on the cash flow statement
The cash flow statement is broken down into separate cash flows from operating, investing and
financing activities, in which the cash flow from operating activities is derived according to the indirect method. The financial fund exclusively comprises cash on hand/at bank and corresponds to the
value shown in the statement of financial position for cash and cash equivalents.
44. Notes on financial instruments
44.1. Capital risk management
The fundamental aim of the Group’s capital management is to substantially increase equity and to
significantly decrease debt.
In the year under review there was a TEUR 19,310 increase in equity to TEUR 322,553. In the same
period total assets fell by TEUR 79,108. Thereby the equity ratio rose from 14.2% to 15.7%. According to the statement of changes in equity, TEUR 35,279 was recorded as an equity decrease
through the allocation of a reserve for cash flow hedges. This is related to the financing of the parts
of the M6 motorway in Hungary which have been operational since 2006 and 2012 respectively.
The PORR Group holds a minority interest in this project, which is financed on a PPP basis. The
underlying loans are financed at variable rates in compliance with the tender; however the bank
consortium agreed to an interest hedge on a fixed basis before the loan was taken out, whereby
all variable interest payments are offset and only a fixed interest obligation remains. The loans are
therefore, in substance, subject to fixed interest. As part of the interest hedge was concluded with
a different credit institute than the one responsible for the loan, IFRS specifies that in cases such
as this, positive or negative market value from the valuation at year end must be transferred into a
reserve for cash flow hedges. Owing to the falling interest for years, at December 31st 2012 there
was a negative market value of TEUR 35,279. If this value did not have to be recorded in equity, there
would be equity of TEUR 357,832 and therefore an equity ratio of 17.4%.
F124
In the year under review net debt fell from TEUR 636,054 by TEUR 49,554 to TEUR 586,500. The interest-bearing financial liabilities decreased from TEUR 789,867 by TEUR 92,956 to TEUR 696,911.
The Net Gearing Ratio, defined as net financial debt divided by equity, is applied for the control of
capital management. The interest-bearing net debt is the balance between interest-bearing current
assets and interest-bearing liabilities. In 2012 it was possible to improve net gearing in relation to
equity from 2.1 to 1.8. There was an improvement in charges under the item provisions for hedge
accounting to 1.6.
F125
44.2. Categories of financial instruments
44.2.1. Carrying amounts, measurement rates and fair values
in EUR thousand
Assets
Loans
Other financial shareholdings
and securities (1)
Other financial shareholdings and securities
Trade receivables
Other financial assets
Derivatives (without hedges)
Cash and cash equivalents
Liabilities
Bonds
at fixed interest rates
Deposits from banks
at fixed interest rates
at variable interest rates
Lease obligations (2)
Other financial liabilities
at fixed interest rates
at variable interest rates
Trade payables
Other financial liabilities
Derivatives (without hedges)
Derivatives (with hedges)
by category
Loans and receivables
Cash and cash equivalents
Available-for-sale financial assets (1)
Available-for-sale financial assets
Financial liabilities held for trading
Derivative liabilities (with hedges)
Financial liabilities measured at
amortised cost
Measurement in acc. with IAS 39
Measurement
category in
accordance
with IAS 39
Carrying
amount at
Dec 31st
2012
(continuing)
Acquisition
costs
LaR
AfS
(at cost)
AfS
LaR
LaR
FAHfT
29,714
29,714
8,820
11,295
610,146
161,260
8,820
Fair Value
other comprehensive
income
Fair Value
affecting net
income
Fair value
hierarchy
(IFRS 7.27A)
Fair value
at Dec 31st
2012
29,714
11,295
Level 1
610,146
161,260
-
Level 2
110,411
n/a
11,295
610,146
161,260
110,411
FLAC
273,103
273,103
268,197
FLAC
FLAC
11,198
272,159
84,137
11,198
272,159
84,137
6,071
272,159
84,137
FLAC
FLAC
FLAC
FLAC
FLHfT
45,003
10,299
515,158
112,157
258
754
45,003
10,299
515,158
112,157
42,571
10,299
515,158
112,157
258
754
801,120
110,411
801,120
8,820
11,295
258
754
8,820
1,239,077
1,239,077
LaR
AfS
(at cost)
AfS
FLHfT
FLAC
F126
258
754
Level 2
Level 2
801,120
110,411
11,295
258
754
Level 1
Level 2
Level 2
n/a
11,295
258
754
1,226,612
in EUR thousand
Assets
Loans
Other financial shareholdings
and securities (1)
Other financial shareholdings and securities
Trade receivables
Other financial assets
Derivatives (without hedges)
Cash and cash equivalents
Liabilities
Bonds
at fixed interest rates
Deposits from banks
at fixed interest rates
at variable interest rates
Lease obligations (2)
Other financial liabilities
at fixed interest rates
at variable interest rates
Trade payables
Other financial liabilities
Derivatives (with hedges)
by category
Loans and R
­ eceivables
Cash and cash equivalents
Available-for-sale financial assets (1)
Available-for-sale financial assets
Financial assets held for trading
Derivative liabilities (with hedges)
Financial liabilities measured at
amortised cost
Measurement in acc. with IAS 39
Measurement
category in
accordance
with IAS 39
Carrying
amount at
Dec 31st
2011
(continuing)
Acquisition
costs
LaR
AfS
(at cost)
AfS
LaR
LaR
FAHfT
37,228
37,228
14,309
11,131
602,639
154,200
969
153,813
14,309
602,639
154,200
FLAC
293,718
293,718
299,636
FLAC
FLAC
113,464
231,501
84,918
113,464
231,501
84,918
85,295
231,501
84,918
FLAC
FLAC
FLAC
FLAC
62,200
3,787
502,176
143,639
279
62,200
3,787
502,176
143,639
62,200
3,787
502,176
143,639
279
794,067
153,813
794,067
14,309
11,131
969
279
14,309
1,350,485
1,350,485
LaR
AfS
(at cost)
AfS
FAHfT
FLAC
Fair Value
other comprehensive
income
Fair Value
affecting net
income
Fair value
hierarchy
(IFRS 7.27A)
37,228
11,131
Level 1
969
279
Level 2
Level 2
n/a
11,131
602,639
154,200
969
153,813
794,067
153,813
11,131
969
279
Level 1
Level 2
Level 2
(1) These are related to Group shareholdings, predominantly shares in GmbHs, whose fair value cannot be reliably measured and for which there is no active market so that it is measured at acquisition
cost less possible impairment. There are currently no concrete plans to sell.
(2) Lease obligations fall under the application of IAS 17 and IFRS 7.
The fair value of trade receivables and trade payables is a reasonable approximation of the carrying
amount, as the majority of these are current. Every financial instrument is categorised as available
for sale if it does not fall into any other valuation category under IAS 39. The fair value valuation for
F127
Fair value
at Dec 31st
2012
n/a
11,131
969
279
1,328,234
derivatives is ­determined in accordance with market data from information service provider Reuters.
Liabilities from bank loans and overdrafts and bonds are valued under the discounted cash flow
valuation method, whereby the zero coupon yield curve published by Reuters as of December 31st
2012 was used for the discounting of the cash flow.
44.2.2. Net income by measurement category
in EUR thousand
Loans and receivables
Available-for-sale financial
assets
Available-for-sale financial
assets
Derivatives (without hedges)
Financial liabilities measured
at amortised cost
From interest/
income
Derivatives (without hedges)
Financial liabilities measured
at amortised cost
From
disposal
Net income
2012
at fair value
Allowances
LaR
AfS
(at cost)
9,014
-
-
-
9,014
2,057
-
-6,257
253
-3,947
AfS
FAHfT/
FLHfT
351
298
-
-
649
-
-1,161
-
-
-1,161
FLAC
-31,213
-
-
-
-31,213
From
disposal
Net income
2011
in EUR thousand
Loans and receivables
Available-for-sale financial
assets
Available-for-sale financial
assets
From subsequent
measurement
From interest/
income
From subsequent
measurement
at fair value
Allowances
LaR
AfS
(at cost)
12,344
-
-43,689
-
-31,345
2,220
-
-11,665
13
-9,432
AfS
FAHfT/
FLHfT
400
-201
-
-
199
-
1,394
-
-
1,394
FLAC
-37,953
-
-
-
-37,953
Allowances for loans and receivables amounting to TEUR 43,689 in 2011 relate to large-scale
­projects in Hungary and Romania and were deducted from revenues.
44.3. Aims of financial risk management
Managing financial risks, in particular liquidity risks, interest rate/currency risks and risks from fluctuating raw material prices, is governed by standard Group guidelines. The management’s aim is
to minimise the risks as far as possible. Hence, derivative and non-derivative hedging instruments
are used in line with evaluations. Nevertheless, in general the only risks which are anticipated are
those which have consequences on the Group’s cash flow. Derivative financial instruments are used
exclusively as hedging instruments, i.e. they are not used for trade or other speculative purposes.
All hedge transactions are performed centrally by the Group treasury, unless in specific cases other
Group companies are authorised to conclude transactions outside the Group treasury. An internal
control system designed around current requirements has been implemented to monitor and control
risks linked to money market and foreign exchange trading. All Group treasury activities are subject
to strict risk/processing control, the cornerstone of which is the functional separation of commerce,
processing and accounting.
F128
44.4. Liquidity risks
The liquidity risk is defined as the risk that liabilities cannot be paid upon maturity.
At December 31st 2012 net debt, defined as the balance from cash and cash equivalents, bonds
and current and non-current financial liabilities, amounted to TEUR 586,500 (previous year:
TEUR 636,055).
Current liabilities exceed current assets by TEUR 183,263 (previous year: surplus of TEUR 63,110),
whereby trade receivables exceeded trade payables by TEUR 94,988 (previous year: TEUR 100,463).
Current financial liabilities, defined as the current portion of bonds and de facto current financial
liabilities, amount to TEUR 254,635 (previous year: 157,538) and are more than 50% covered by
cash and cash equivalents and assets held for sale of TEUR 134,792 (previous year: 170,613).
Current financial liabilities include a loan of TEUR 200,000, which was granted as part of the 2010
Austrian Corporate Liquidity Strengthening Act and whose term runs until November 30th 2013.
Multiple options are under evaluation for replacement financing, including redemption through
freed-up liquidity from the sale of real estate, a bond issue in 2013, a prolongation of the loan, or
a combination of these measures. The Executive Board assumes that that all obligations will be
honoured.
Bonds worth TEUR 273,103 were part of non-current financial liabilities of TEUR 442,276.
At December 31st 2012 there was TEUR 89,973 (previous year: TEUR 248,641) available in bank
lines for cash loans, which could be drawn on for immediate refinancing of current financial liabilities. With regard to the syndicated guaranteed credit line which was granted and used, see note 41.
44.4.1. Table of liquidity and interest rate risks
in EUR thousand
Bonds
at fixed interest rates
Borrowings and overdrafts from
banks
at fixed interest rates
at variable interest rates
Lease obligations
Other financial liabilities
at fixed interest rates
at variable interest rates
Trade payables
Average
interest rate
Non-discounted payment flow
Until
March 2013
April to
Dec 2013
2014 to 2017
from 2018
5.59%
-
15,375
302,875
-
3.31%
2.03%
2.91%
4,653
4,554
6,526
1,246
243,860
11,549
3,571
24,418
48,395
2,917
50,993
29,170
3.69%
1.23%
interest-free
7,526
38
429,060
10,331
8,453
11,089
28,790
122
27,267
2,386
1,777
-
F129
in EUR thousand
Bonds
at fixed interest rates
at variable interest rates
Borrowings and overdrafts from
banks
at fixed interest rates
at variable interest rates
Lease obligations
Other financial liabilities
at fixed interest rates
at variable interest rates
Trade payables
Average
interest rate
Non-discounted payment flow
Until
March 2012
April to
Dec 2012
2013 to 2016
from 2017
5.55%
3.58%
-
84,306
8,121
255,750
-
-
3.67%
3.10%
2.87%
1,555
19,599
7,710
11,189
36,459
11,473
89,713
84,183
39,944
45,441
144,631
39,341
1.00%
4.50%
interest-free
5
419,568
11,483
55
9,310
39,463
250
31,713
19,807
3,477
-
Payables to consortia and other financial liabilities largely led to cash outflows at the carrying
amounts upon maturity.
44.5. Interest rate risk management
The interest rate risk is defined as the risk from rising interest cost or falling interest income in
connection with financial items. For the PORR Group this risk results almost exclusively from the
scenario of rises in interest rates, especially in the short term. Any future hedge transactions that are
required will be concluded by the Group’s financial management. As of the closing date, the management of this risk was conducted with non-derivative instruments and with an interest rate swap
amounting to TEUR 80,000, which was designated as a cash flow hedge.
The IRS involve the exchange of variable interest flows for fixed interest flows and is due in N
­ ovember
2013.
An analysis of the floating interest rate position, which amounted to around TEUR 339,341 at December 31st 2012, showed the following sensitivities which would occur under the scenarios of
interest rate increases of 0.24 PP and 0.47 PP. The extent of the interest rate increases is based on
the average volatility of the 3-month and 6-month EURIBOR in 2012. An interest rate bandwidth of
24 BPS therefore falls statistically within a probability band of 67% and the probability of an interest
rate bandwidth of 47 BPS is respectively 99%. The simulated impact on interest rates is as follows:
in EUR thousand
At interest rate rise of 0.24 PP
At interest rate rise of 0.47 PP
Higher payable
interest for the
year 2013
Higher payable
interest from 2014
444
870
628
1,230
44.6. Risks from changes to raw material prices
The risk of price changes in construction steel was only hedged by means of long-term price fixing
in 2012.
Owing to the lack of functioning derivative markets in this area, the price risk of other significant
materials purchases as viewed at December 31st 2012 were also assured through long-term frame
contracts.
F130
44.7. Foreign currency risks
The foreign currency risk is treated within the PORR Group as transaction-oriented and results either from construction contracts or from financing in connection with such contracts. Group policy
is to hedge the operational foreign currency risks completely. In accordance with the respective
functional currency of the Group unit which is processing the order, we aim to conduct local orders
in the corresponding national currencies. This happens in every instance in which the services to
be rendered are locally generated. If this does not succeed, or if services must be provided in other
currencies, the resulting risk is secured by hedging. With regard to derivative financial instruments,
the Group financial management exclusively use forward contracts and first generation currency
options (see note 44.8.).
As of December 31st 2012, currency risks, which primarily result from intragroup financing transactions and/or from residual CHF financing, were subject to a simulation, in order to be able to
estimate possible risks from changes to foreign exchange rates:
1
FX position in EUR thousand
Local currency
FX position in local currency
(in thousand)
VAR1 in
EUR thousand
1,963
-18,782
-4,668
-2,806
-2,276
-1,187
-1,306
CHF
HRK
PLN
RSD
RON
HUF
various
-2,370
141,937
19,017
315,427
10,115
346,801
various currencies
-58
-341
-181
-99
-80
-55
-60
AR = Value At Risk at a one-sided 99% confidence interval, this corresponds to a standard deviation of 2.3 over a time period of 10 days. CorrelaV
tions between currency pairs remain unconsidered.
The simulated maximum loss at a probability of 99% and over a time period of ten days is currently
around TEUR 874.
44.8. Hedging currency risks
The PORR Group had concluded forward exchange contracts of TEUR 132,685 (previous year:
TEUR 103,259) at December 31st 2012. Of these, TEUR 61,360 were forward purchases and TEUR
71,325 were forward sales. Around TEUR 54,638 (previous year: TEUR 20,794) are used as hedges
for project cash flows and the remainder of TEUR 78,047 (previous year: TEUR 82,465) for hedging
intragroup financing.
At December 31st 2012 the market valuation of open forwards exchange contracts resulted in a
fair value of TEUR -154. In the fiscal year 2012 total expense of TEUR 1,052 which resulted from
changes in the fair value of forward contracts was recognised in profit or loss.
F131
The following table shows the predicted contractual due dates for payments from forward contracts as estimated on December 31st 2012, i.e. when payments from the underlying transactions
are expected:
Forward purchases
Due date
Cash flows in EUR thousand
CZK
January 2013
February 2013
March 2013
April 2013
May 2013
June 2013
July 2013
August 2013
September 2013
October 2013
November 2013
3,435
HUF
PLN
317
3,833
6,855
7,337
67
6,937
QAR
RON
TRY
11,530
3,575
1,656
832
11,895
116
2,307
333
337
Forward sales
Due date
Total
14,509
15,363
10,579
1,772
6,574
12,228
337
Cash flows in EUR thousand
CZK
January 2013
February 2013
March 2013
April 2013
May 2013
June 2013
July 2013
August 2013
September 2013
October 2013
November 2013
December 2013
January 2014
February 2014
March 2014
April 2014
May 2014
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
CHF
CHF
4,576
830
PLN
RON
Total
135
5,300
1,503
400
1,210
3,112
7,823
6,130
1,503
400
1,210
8,169
4,200
2,610
2,960
3,030
5,730
2,720
3,100
2,920
2,150
2,360
2,130
2,040
2,100
1,780
1,200
3,820
830
310
100
8,169
4,200
2,610
2,960
3,030
5,730
2,720
3,100
2,920
2,150
2,360
2,130
2,040
2,100
1,780
1,200
3,820
830
310
100
F132
44.9. Derivative financial instruments
The following table shows the fair values of the different derivative instruments. They are differentiated between whether they are connected or not to a cash flow hedge in accordance with IAS 39.
in EUR thousand
Assets
Derivatives
without hedges
with hedges
Liabilities
Derivatives
without hedges
with hedges
2012
2011
-
969
-
754
258
279
44.10. Credit risks
The risk related to receivables from customers can be classified as marginal, owing to the broad
dispersion and ongoing creditworthiness checks. Specific to the industry, construction contracts
require an advance payment by the general contractor which will not be covered by payments until
a later date. To reduce the default risk an extensive creditworthiness check is carried out and adequate sureties are agreed as far as possible.
The risk of default in the case of other original financial instruments stated on the assets side of the
statement of financial position is also regarded as low because all contracting parties are financial
institutions and other debtors with prime credit standing. The carrying amount of the financial assets
represents the maximum risk of default. Where risks of default are recognised in relation to financial
assets, account is taken of these risks by performing allowances for impairment. Except for these,
there are no occurrences of concentration of risk arising from significant outstanding amounts from
individual debtors.
At December 31st 2012 the maximum credit risk amounted to TEUR 931,659 (previous year:
TEUR 983,550) and relates mainly to loans, other financial investments and securities, other financial
assets, trade receivables and cash and cash equivalents.
45. Average staffing levels
Salaried employees
Domestic
Foreign
Waged workers
Domestic
Foreign
Total staff
F133
2012
2011
2,535
1,578
2,512
1,566
5,353
1,230
10,696
5,226
1,314
10,618
46. Related party disclosures
In addition to subsidiaries and associates, related parties include B & C Privatstiftung and the companies over which it has control, and the companies of the Ortner Group, as they or their controlling
entity has a significant influence over PORR AG through the shares which they hold. The Strauss &
Partner Group is also a related party as a member of the Executive Board of PORR AG has significant influence over it, as is the Kapsch Group as one of the members of the PORR AG Executive
Board holds a key position there while at the same time exercising significant influence over PORR
AG. In addition to people who have a significant influence over PORR AG, related parties also include the members of the Executive and Supervisory Boards of PORR AG as well as their close
family members.
Transactions between Group companies included in the consolidated financial statements were
eliminated on consolidation and are not examined any further. Receivables from non-consolidated
companies totalled TEUR 11,950 (previous year: TEUR 14,469), of which TEUR 1,998 (previous year:
TEUR 2,532) related to financing receivables.
Transactions between Group companies and their associated companies are disclosed in the following analysis.
in EUR thousand
Associates
Sales of goods and
services
Purchases of goods
and services
Receivables
Liabilities
2012
2011
2012
2011
2012
2011
2012
2011
52,610
73,789
55,685
57,311
35,613
47,860
16,533
20,664
Transactions with other related companies and persons were as follows:
in EUR thousand
Ortner Group
Strauss Group
B & C Group
Kapsch Group
Supervisory Boards
Sales of goods and
services
Purchases of goods
and services
Receivables
Liabilities
2012
2011
2012
2011
2012
2011
2012
2011
1,800
13,410
3,322
940
-
2,466
32,367
2,658
-
14,521
76
455
664
24
34,950
1,002
53
-
1,457
555
271
110
-
854
3,995
4
-
3,436
9
138
443
24
5,997
634
5
-
Outstanding accounts receivable are not secured and are settled in cash. With the exception of
guarantees taken on for associates which totalled TEUR 31,897 (previous year: 36,077), and for
which no fees are generally charged, no guarantees were given nor were any enforced. No allowances were made in respect of amounts owed by related companies or persons, nor were any bad
debt losses booked during the year under review. See note 32.2. for transactions related to the
subordinated loans granted.
F134
47. Events after the end of the reporting period and other information
The Executive Board of PORR AG approved the consolidated financial statements and handed them
over to the Supervisory Board on April 2nd 2013. No significant events – with the exception of those
cited in note 2.2. – occurred between the closing date and the submission to the Supervisory Board.
48. Fees paid to the Group’s auditors
The following table shows the fees paid to the Group’s auditors in the year under review:
in EUR thousand
BDO Austria GmbH
Audit services
Other audit services
Tax advisory services
Other advisory services
Deloitte Österreich
2012
2011
2012
2011
139
235
254
119
166
-
-
183
103
146
15
49. Executive bodies
Members of the Executive Board:
Karl-Heinz Strauss, Chief Executive Officer
Christian B. Maier (from February 1st 2012)
J. Johannes Wenkenbach (from February 1st 2012)
Rudolf Krumpeck (until February 1st 2012)
Peter Weber (until February 1st 2012)
Members of the Supervisory Board:
Karl Pistotnik, Chairman (member/Chairman since December 6th 2012)
Klaus Ortner, Deputy Chairman (Chairman until June 21st 2012, Deputy Chairman since
June 21st 2012)
Nematollah Farrokhnia
Walter Knirsch (since December 6th 2012)
Martin Krajcsir
Iris Ortner
Karl Samstag (Chairman from October 12th 2012 to December 6th 2012)
Bernhard Vanas (since December 6th 2012)
Susanne Weiss (since December 6th 2012)
Thomas Winischhofer
Friedrich Kadrnoska (Deputy Chairman until June 21st 2012, Chairman from
June 21st 2012 to October 12th 2012, member until December 6th 2012)
Michael Junghans (until October 25th 2012)
Walter Lederer (until June 21st 2012)
Patrick F. Prügger (from June 21st to October 25th 2012)
Wolfgang Reithofer (from December 6th 2012)
Members delegated by the Works Council:
Peter Grandits
Walter Huber
Walter Jenny (until November 6th, from December 6th 2012)
Michael Kaincz
Michael Tomitz
F135
The table below shows the emoluments of the managers in key positions, i.e. the members of the
Executive Board and of the Supervisory Board of PORR AG broken down according to payment
categories:
In EUR thousand
Emoluments of the Executive Board
Short-term benefits due
Emoluments due on or after completion of the management contract
Other long-term benefits due
Total
Emoluments of the Supervisory Board
Short-term benefits due
2012
2011
2,547
1,908
4,455
2,076
91
2,167
84
79
The remunerations of the Executive Board include defined contribution plans amounting to TEUR
54 (previous year: TEUR 83).
April 2nd 2013, Vienna
The Executive Board
Karl-Heinz Strauss Christian B. Maier
J. Johannes Wenkenbach
F136
Shareholdings
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
AUT
AUT
„HELIOS“ Immobilien Verwaltungs- und Verwertungsgesellschaft
m.b.H. in Liqu.
„PET“ Deponieerrichtungs- und Betriebsgesellschaft m.b.H.
„Zentrum am Stadtpark“ Errichtungs- und Betriebs-Aktiengesellschaft
Nominal
capital
Vienna
0.00%
100.00%
F
EUR
36,336.42
Vienna
37.50%
100.00%
F
EUR
726,728.34
AUT
Vienna
50.00%
100.00%
N
EUR
0.00
AUT
Vienna
50.00%
100.00%
N
EUR
0.00
AUT
Vienna
66.67%
66.67%
F
EUR
87,207.40
AUT
Vienna
100.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
3,633,641.71
aqua plus Wasserversorgungs- und Abwasserentsorgungs-GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
2,700,000.00
ARIWA Beteiligungs GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
Affiliated companies
Affiliated companies limited by shares
„DIKE“ Liegenschaftsverwertung Gesellschaft m.b.H.
„EAVG Enzersdorfer Abfallverwertungsgesellschaft m.b.H.“
°
ABAP Beteiligungs Holding GmbH
Allgemeine Straßenbau GmbH
*
Asphalt-Unternehmung Carl Günther Gesellschaft m.b.H.
*
AUT
Vienna
0.00%
100.00%
F
EUR
218,018.50
Bahnhofcenter Entwicklungs-, Errichtungs- und Betriebs GmbH
*
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
350,000.00
Baugesellschaft m.b.H. Erhard Mörtl
*
AUT
Wolfsberg
0.00%
99.00%
F
EUR
50,870.98
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
Baumgasse 131 Bauträger- und Verwertungsgesellschaft m.b.H.
Bautech Labor GmbH
°
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
Bosch Baugesellschaft m.b.H.
*
AUT
Vienna
0.00%
100.00%
F
EUR
51,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
36,336.42
AUT
Werndorf
0.00%
50.00%
F
EUR
2,000,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
43,603.70
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
EPS MARIA LANZENDORFERSTRASSE 17 Errichtungs- und Beteiligungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
EPS MARIANNE-HAINISCH-GASSE - LITFASS-STRASSE Liegenschaftsverwertungs- und Beteiligungsverwaltungs-GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
EPS Office Franzosengraben GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
EPS Rathausplatz Guntramsdorf Errichtungs- und Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
EPS RINNBÖCKSTRASSE - LITFASS-STRASSE Liegenschaftsverwertungs- und Beteiligungsverwaltungs-GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
EPS Tamussinostrasse Errichtungs- und Beteiligungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
EPS Tivoli Hotelerrichtungs- und Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
EPS TRIESTER STRASSE Errichtungs- und Beteiligungsverwaltungs
GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
EPS Welser Straße 17 - Business.Hof Leonding 1 Errichtungs- und
Beteiligungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Esikas Beteiligungsverwaltungs GmbH
AUT
Vienna
100.00%
100.00%
N
EUR
0.00
AUT
Linz
0.00%
100.00%
F
EUR
36,336.42
FPS Infrastruktur Holding GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
Gepal Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
BZW Liegenschaftsverwaltungs GmbH
CCG Immobilien GmbH
°
Edos Beteiligungsverwaltungs GmbH
Eisenschutzgesellschaft m.b.H.
*
Emiko Beteiligungsverwaltungs GmbH
EPS Haagerfeldstraße - Business.Hof Leonding 2 Errichtungs- und
Verwertungs GmbH
EPS LAA 43 GmbH
Euphalt-Handelsgesellschaft m.b.H.
°
*
Gesellschaft für Bauwesen GmbH
*
AUT
Vienna
0.00%
100.00%
F
EUR
36,336.42
Gesellschaft zur Schaffung von Wohnungseigentum ­
Gesellschaft m.b.H.
*
AUT
Vienna
99.00%
100.00%
F
EUR
290,691.34
Gevas Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
Giral Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Golera Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
GORPO Projektentwicklungs- und Errichtungs-GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Gospela Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Gostena Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
F137
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
Grazer Transportbeton GmbH
AUT
Gratkorn
GREENPOWER Anlagenerrichtungs- und Betriebs-GmbH
AUT
Vienna
0.00%
60.00%
N
EUR
0.00
0.00%
100.00%
N
EUR
0.00
AUT
Unter­
premstätten
GTB Immobilien GmbH
Hernalser Hof Beteiligungsverwaltungs GmbH in Liqu.
0.00%
100.00%
F
EUR
37,000.00
AUT
Vienna
100.00%
100.00%
N
EUR
0.00
AUT
Vienna
0.00%
100.00%
F
EUR
290,691.34
IBC Business Center Entwicklungs- und Errichtungs-GmbH
AUT
Unter­
premstätten
75.00%
100.00%
F
EUR
364,000.00
Ing. Otto Richter & Co Straßenmarkierungen GmbH
*
Wienersdorf,
AUT pol. ­Traiskirchen
0.00%
100.00%
F
EUR
37,000.00
Ing. RADL-BAU GmbH
*
AUT
Vienna
0.00%
100.00%
F
EUR
40,000.00
IAT GmbH
*
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
36,336.42
Joiser Hoch- und Tiefbau GmbH
AUT
Vienna
100.00%
100.00%
N
EUR
0.00
Juvavum Liegenschaftsverwertung GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Jandl Baugesellschaft m.b.H.
*
Kraft & Wärme Rohr- und Anlagentechnik GmbH
*
AUT
Vienna
0.00%
100.00%
F
EUR
40,000.00
Kratochwill Schotter & Beton GmbH
*
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
1,199,101.76
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
875,000.00
AUT
Linz
0.00%
100.00%
F
EUR
35,000.00
LD Recycling GmbH
*
M.E.G. Mikrobiologische Erddekontamination GmbH
Monte Laa DUO Immobilieninvest AG
°
AUT
Vienna
0.00%
100.00%
F
EUR
70,000.00
Monte Laa Immobilieninvest GmbH
°
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
AUT
Salzburg
0.00%
75.00%
N
EUR
0.00
MultiStorage Graz GmbH
AUT
Unter­
premstätten
0.00%
100.00%
N
EUR
0.00
Nägele Tiefbau GmbH
AUT
Röthis
0.00%
100.00%
F
EUR
35,000.00
MultiStorage GmbH
O.M. Meissl & Co. Bau GmbH
*
AUT
Vienna
0.00%
100.00%
F
EUR
85,000.00
Panitzky Gesellschaft m.b.H.
*
AUT
Vienna
0.00%
100.00%
F
EUR
36,336.42
Pichlingerhof Liegenschaftsverwertungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Porr - living Solutions GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
Porr Bau GmbH
*
AUT
Vienna
100.00%
100.00%
F
EUR
11,500,000.00
Porr Beteiligungsverwaltungs GmbH
*
AUT
Vienna
100.00%
100.00%
F
EUR
35,000.00
Porr Design & Engineering GmbH
°
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
100,000.00
AUT
Vienna
100.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
500,000.00
AUT
Vienna
50.00%
100.00%
F
EUR
70,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000,000.00
PORREAL Facility Management GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
500,000.00
PORREAL Immobilien Management GmbH
AUT
Vienna
100.00%
100.00%
F
EUR
35,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
218,018.50
PRONAT Steinbruch Preg GmbH
AUT
Unter­
premstätten
0.00%
99.02%
F
EUR
872,000.00
Sabelo Beteiligungsverwaltungs GmbH
AUT
Vienna
100.00%
100.00%
N
EUR
0.00
Sakela Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Porr Energy GmbH
Porr Equipment Services GmbH
Porr Financial Services GmbH
*
Porr Infrastruktur Investment AG
Porr Umwelttechnik GmbH
PR - Projekte Realisierungs- und Deponiebetriebsges.m.b.H.
*
*
Schatzl & Jungmayr Garten- und Landschaftsbau GmbH
*
AUT
Vienna
0.00%
100.00%
F
EUR
35,000.00
Schotter- und Betonwerk Karl Schwarzl Betriebsgesellschaft m.b.H.
*
AUT
Unter­
premstätten
100.00%
100.00%
F
EUR
3,633,641.71
Schotterwerk GRADENBERG Gesellschaft m.b.H.
*
AUT
Köflach
0.00%
100.00%
F
EUR
36,336.42
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
110,000.00
AUT
Unter­
premstätten
0.00%
100.00%
N
EUR
0.00
Schwarzl Transport GmbH
SFZ Immobilien GmbH
F138
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Somax Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
Sovelis Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
STRAUSS & PARTNER Development GmbH
AUT
Vienna
Tancsos und Binder Gesellschaft m.b.H.
*
Type of
consolidation
Currency
Nominal
capital
100.00%
F
EUR
35,000.00
100.00%
N
EUR
0.00
99.96%
100.00%
F
EUR
535,000.00
AUT
Wolfsberg
0.00%
100.00%
F
EUR
37,000.00
TEERAG-ASDAG Aktiengesellschaft
AUT
Vienna
47.51%
100.00%
F
EUR
12,478,560.00
Unterstützungskasse von Porr-Betrieben Gesellschaft m.b.H.
AUT
Vienna
97.50%
100.00%
N
EUR
0.00
Wibeba Holding GmbH
AUT
Vienna
0.00%
100.00%
F
EUR
2,100,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
100,000.00
AUT
Vienna
0.00%
100.00%
F
EUR
1,000,000.00
WLB Projekt Laaer Berg Liegenschaftsverwertungs- und BeteiligungsGmbH
AUT
Vienna
0.00%
75.00%
F
EUR
36,336.42
Wohnpark Laaer Berg Verwertungs- und Beteiligungs-GmbH
AUT
Vienna
75.00%
75.00%
F
EUR
218,018.50
ALBA BauProjektManagement Bulgaria EOOD
BGR
Sofia
0.00%
100.00%
F
BGN
100,000.00
PORR Bulgaria EOOD
BGR
Sofia
0.00%
100.00%
F
BGN
5,000.00
PORR Solutions Bulgaria EOOD v likvidacia
BGR
Sofia
0.00%
100.00%
N
BGN
0.00
Porr visokogradnja i niskogradnja d.o.o. Banjaluka
BIH
Banja Luka
0.00%
100.00%
N
BAM
0.00
Privredno drustvo za gradenje i usluge PORR d.o.o. Sarajevo
BIH
Sarajevo
0.00%
100.00%
N
BAM
0.00
Gunimperm-Bauveg SA
CHE
Bellinzona
0.00%
100.00%
F
CHF
150,000.00
PORR Financial Services AG
CHE
Altdorf
0.00%
100.00%
F
CHF
7,800,000.00
PORR SUISSE AG
CHE
Altdorf
0.00%
100.00%
F
CHF
10,001,000,00
PORR SUISSE S.A. Romandie en liquidation
CHE
Fribourg
0.00%
100.00%
N
CHF
0.00
Porr Solutions Cyprus Limited
CYP
Limassol
0.00%
100.00%
N
EUR
0.00
BAUVEG, hydroizolacní systémy, s.r.o.
CZE
Prague
0.00%
100.00%
N
CZK
0.00
NORTHEAST TRADING AND DEVELOP, s.r.o. s likvidaci
CZE
Prague
100.00%
0.00%
N
CZK
0.00
OBALOVNA PRÍBRAM, s.r.o.
CZE
Prague
0.00%
75.00%
F
CZK
100,000.00
Wiener Betriebs- und Baugesellschaft m.b.H.
WIPEG - Bauträger- und Projektentwicklungsgesellschaft m.b.H.
*
Porr a.s.
CZE
Prague
0.00%
100.00%
F
CZK 120,000,000.00
RE Moskevská spol.s.r.o.
CZE
Prague
0.00%
100.00%
F
CZK
300,000.00
ALBA BauProjektManagement GmbH
DEU
Oberhaching
0.00%
100.00%
F
EUR
300,000.00
Alexander Parkside Verwaltungs GmbH
DEU
Berlin
0.00%
47.32%
N
EUR
0.00
City Tower Vienna Grundstücksentwicklungs- und Beteiligungs-GmbH
DEU
Munich
0.00%
100.00%
N
EUR
0.00
Emil Mayr Hoch- und Tiefbau GmbH
DEU
Ettringen/
Wertach
0.00%
94.30%
F
EUR
250,000.00
FAB Beteiligungsgesellschaft mbH
DEU
Hamburg
0.00%
94.64%
N
EUR
0.00
GeMoBau Gesellschaft für modernes Bauen mbH
DEU
Berlin
0.00%
88.64%
N
EUR
0.00
Hotel am Kanzleramt Verwaltungs GmbH
DEU
Berlin
0.00%
94.64%
N
EUR
0.00
IAT Deutschland GmbH
DEU
München
0.00%
100.00%
N
EUR
0.00
Mast Bau GmbH
DEU
Hamburg
0.00%
94.30%
F
EUR
1,022,550.00
Mühlenstraße 11 - 12 Verwaltungs GmbH
DEU
Berlin
0.00%
94.64%
N
EUR
0.00
Porr Beteiligungs-Aktiengesellschaft in Liqu.
DEU
Munich
100.00%
100.00%
N
EUR
0.00
Porr Deutschland GmbH
DEU
Munich
0.00%
94.30%
F
EUR
21,522,800.00
204,519.89
Porr Equipment Services Deutschland GmbH
DEU
Munich
0.00%
94.30%
F
EUR
PORR Vermögensverwaltung MURNAU GmbH
°
DEU
Murnau
0.00%
94.30%
N
EUR
0.00
PORREAL Deutschland GmbH
DEU
Berlin
0.00%
100.00%
N
EUR
25,000.00
Radmer Kiesvertrieb Verwaltungs GmbH
DEU
Aschheim, Lk
Munich
0.00%
94.30%
N
EUR
0.00
S & P Immobilien Deutschland GmbH
DEU
Magdeburg
0.00%
94.30%
F
EUR
537,000.00
Seydelstraße Beteiligungs GmbH
DEU
Berlin
0.00%
94.64%
N
EUR
0.00
STRAUSS & CO. Development GmbH
DEU
Berlin
0.00%
94.64%
F
EUR
25,564.59
Thorn Abwassertechnik GmbH
DEU
Munich
0.00%
94.30%
F
EUR
511,291.88
TKDZ GmbH
°
DEU
Wellen
0.00%
94.30%
F
EUR
2,045,170.00
Wellener Immobiliengesellschaft mbH
°
DEU
Wellen
0.00%
94.30%
F
EUR
511,291.88
HRV
Zagreb
0.00%
100.00%
N
HRK
0.00
BAUVEG-WINKLER drustvo s ogranicenom odgovornoscu za projektiranje, izgradnju i nadzor
F139
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
FMA Gebäudemanagement drustvo s ogranicenom odgovornoscu za
upravljanje zgradama
HRV
Samobor
0.00%
100.00%
N
HRK
0.00
Porr Habito drustvo s ogranicenom odgovornoscu za izgradnju
stanova
HRV
Samobor
0.00%
100.00%
F
HRK
22,000.00
Porr Hrvatska d.o.o. za graditeljstvo
HRV
Samobor
0.00%
100.00%
F
HRK
4,000,000.00
HRV
Glina
0.00%
100.00%
F
HRK
9,842,000.00
HRV
Zagreb
0.00%
100.00%
F
HRK
21,777,200.00
STANOGRAD ULAGANJA d.o.o. za promet nekretninama, usluge i
graditeljstvo
HRV
Samobor
0.00%
100.00%
F
HRK
150,000.00
STANOGRAD ULAGANJA BIBINJE d.o.o. za promet nekretninama,
usluge i graditeljstvo
HRV
Samobor
0.00%
100.00%
F
HRK
20,000.00
STRAUSS & PARTNER Development d.o.o. za usluge i graditeljstvo
HRV
Samobor
0.00%
100.00%
N
HRK
0.00
DBK-Földgép Építési Korlátolt Felelösségü Társaság
HUN
Budapest
0.00%
100.00%
F
HUF
6,000,000.00
ÉVM Labor Épitöipari Vizsgáló és Minöségellenörzö Korlátolt Felelösségü Társaság
HUN
Budapest
0.00%
100.00%
F
HUF
7,080,000.00
Gamma Real Estate Ingtalanfejlesztö és - hasznositó Korlátolt Felelösségü Társaság
HUN
Budapest
0.00%
100.00%
F
HUF
3,000,000.00
Porr Épitési Kft.
HUN
Budapest
0.00%
100.00%
F
HUF
30,000,000.00
HUN
Budapest
0.00%
100.00%
N
HUF
0.00
HUN
Budapest
0.00%
100.00%
F
HUF
500,000.00
Teerag-Asdag Épitöipari és Kereskedelmi Korlátolt Felelösségü
Társaság
HUN
Budapest
0.00%
100.00%
F
HUF
3,000,000.00
Teerag-Aszfalt Épitöipari és Kereskedelmi Korlátolt Felelösségü
Társaság
Schwarzl drustvo s ogranicenom odgovornoscu za obradu betona i
sljunka
Sitnica drustvo s ogranicenom odgovornoscu za usluge
°
Porr Solutions Hungária Kft. végelszámolás alatt
PORREAL Ingatlankezelési Korlátolt Felelösségu Társaság
°
HUN
Budapest
0.00%
100.00%
F
HUF
500,000.00
Porr Iran Construction Company Ltd.
IRN
Tehran
95.00%
95.00%
N
IRR
0.00
IAT Impermeabilizzazioni Srl
ITA
Pfitsch
0.00%
100.00%
N
EUR
0.00
PORR GRADEZNISTVO DOOEL Skopje
MKD
Skopje
0.00%
100.00%
F
EUR
5,400.00
Porr (Montenegro) DOO, Podgorica
MNE
Podgorica
0.00%
100.00%
N
EUR
0.00
Porr Nederland B.V.
NLD
Wormer
0.00%
100.00%
F
EUR
18,000.00
Porr Construction LLC
OMN
Muscat
0.00%
100.00%
F
OMR
250,000.00
„Stal-Service“ Spólka z ograniczona odpowiedzialnoscia
POL
Warsaw
0.00%
80.00%
F
PLN
3,000,000.00
Bartycka Real Estate Spólka z ograniczona odpowiedzialnoscia
POL
Warsaw
0.00%
100.00%
F
PLN
50,000.00
DSC Spólka z ograniczona odpowiedzialnoscia
POL
Warsaw
0.00%
100.00%
N
PLN
0.00
PORR (POLSKA) Spólka Akcyjna
POL
Warsaw
0.00%
100.00%
F
PLN
21,350,000.00
Porr Solutions Polska Spólka z ograniczona odpowiedzialnoscia
POL
Warsaw
0.00%
100.00%
F
PLN
8,250,000.00
RADMER BAU PORTUGAL - CONSTRUCOES, LIMITADA
PRT
Lisbon
0.00%
93.36%
N
PTE
0.00
PORR Katar Construction WLL
QAT
Doha, Qatar
0.00%
49.00%
F
QAR
200,000.00
ALBA ProjectManagement Romania S.R.L.
ROM
Bucharest
0.00%
99.00%
F
RON
121,560.00
Lamda Imobiliare SRL
ROM
Bucharest
0.00%
100.00%
F
RON
200.00
Porr Construct S.R.L.
ROM
Bucharest
0.00%
100.00%
F
RON
94,500,000.00
PORREAL Imobile S.R.L.
ROM
Bucharest
0.00%
100.00%
F
RON
3,602,808.44
SC Schwarzl Beton SRL
ROM
Bucharest
0.00%
75.00%
N
RON
0.00
Yipsilon Imobiliare SRL
ROM
Bucharest
0.00%
100.00%
F
RON
200.00
Gradevinsko preduzece Porr d.o.o.
SRB
Belgrade
0.00%
100.00%
F
EUR
1,620,000.00
TRACK EXPERTS D.O.O. BEOGRAD
SRB
Belgrade
0.00%
74.00%
F
EUR
1,673,770.10
FMS Facility Management Slovakia s.r.o.
SVK
Bratislava
0.00%
100.00%
N
EUR
0.00
PORR s.r.o.
SVK
Bratislava
0.00%
99.41%
F
EUR
126,137.00
SVN
Ljubljana
100.00%
100.00%
N
EUR
0,00
TUR
Ankara
0.00%
99.75%
F
TRY
10,000.00
UKR
Kiev
0.00%
99.98%
F
UAH
4,500,000.00
AUT
Vienna
50.00%
100.00%
F
EUR
7,267.28
AUT
Kematen in
Tyrol
0.00%
100.00%
F
EUR
1,000.00
PORR gradbenistvo, trgovina in druge storitvc d.o.o.
PORR INSAAT SANAYI VE TICARET LIMITED SIRKETI
Tovarystvo z obmezhenoyu vidpovidalnistyu „Porr Ukraina“
°
Affiliated partnerships
AG für Bauwesen Nfg. KG
Emiko Beteiligungsverwaltungs GmbH & Co. KG
F140
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
EPS MARIA LANZENDORFERSTRASSE 17 Errichtungs- und Beteiligungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
EPS MARIANNE-HAINISCH-GASSE - LITFASS-STRASSE Liegenschaftsverwertungs- und Beteiligungsverwaltungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
EPS Office Franzosengraben GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
EPS Rathausplatz Guntramsdorf Errichtungs- und Beteiligungsverwaltungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
5,000.00
EPS RINNBÖCKSTRASSE - LITFASS-STRASSE Liegenschaftsverwertungs- und Beteiligungsverwaltungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
EPS Tamussinostrasse Errichtungs- und Beteiligungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
5,000.00
EPS TRIESTERSTRASSE Errichtungs- und Beteiligungsverwaltungs
GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
5,000.00
EPS Welser Straße 17 - Business.Hof Leonding 1 Errichtungs- und
Beteiligungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
Esoro Beteiligungsverwaltungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Floridsdorf Am Spitz Wohnungseigentumsgesellschaft m.b.H. & Co.
KG.
AUT
Vienna
0.00%
100.00%
F
EUR
7,267.28
Franz Böck´s Nachf. Ing. Eva & Karl Schindler Gesellschaft m.b.H.
&Co.Nfg.KG
AUT
Vienna
0.00%
100.00%
F
EUR
100,000.00
Giral Beteiligungsverwaltungs GmbH & Co. KG
AUT
Vienna
0.00%
100.00%
N
EUR
0.00
Glamas Beteiligungsverwaltungs GmbH & Co „Delta“ KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
Glamas Beteiligungsverwaltungs GmbH & Co „Gamma“ KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
GORPO Projektentwicklungs- und Errichtungs-GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
Gospela Beteiligungsverwaltungs GmbH & Co KG
AUT
Vienna
0.00%
100.00%
F
EUR
1,000,000.00
Hotelbetrieb SFZ Immobilien GmbH & Co KG
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
100,000.00
MLSP Absberggasse Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Brunor GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Cador GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Dagonet GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Dinadan GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Gewerbepark Acht Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Gewerbepark Fünf Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Gewerbepark Sechs Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Gewerbepark Sieben Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP GKB Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP IBC OST Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP IBC WEST Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP IZT Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Lamorak GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Murgalerien Immobilien GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Palamedes GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MLSP Peredur GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
MultiStorage GmbH & Co KG
°
AUT
Salzburg
0.00%
75.00%
F
EUR
10,000.00
Pichlingerhof Liegenschaftsverwertungs GmbH & Co KG
°
AUT
Vienna
0.00%
100.00%
F
EUR
1,000.00
AUT
Unter­
premstätten
75.00%
100.00%
F
EUR
290,691.34
AUT
Unter­
premstätten
75.00%
100.00%
F
EUR
290,691.34
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
100,000.00
Projekt Ost - IBC Business Center Entwicklungs- und ErrichtungsGmbH & Co KG
Projekt West - IBC Business Center Entwicklungs- und ErrichtungsGmbH & Co KG
SFZ Freizeitbetriebs-GmbH & Co KG
SFZ Immobilien GmbH & Co KG
AUT
Unter­
premstätten
0.00%
100.00%
F
EUR
363,364.17
Wibeba Hochbau GmbH & Co. Nfg. KG
AUT
Vienna
100.00%
100.00%
F
EUR
35,000.00
Wohnpark Laaer Berg Verwertungs- und Beteiligungs-GmbH & Co.
Bauplatz 3 „türkis“ Projekt-OG
AUT
Vienna
0.00%
75.00%
F
EUR
1,162.76
F141
Company
Wohnpark Laaer Berg Verwertungs- und Beteiligungs-GmbH & Co.
Bauplatz 4 „blau“ Projekt-OG
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
AUT
Vienna
0.00%
75.00%
N
EUR
0.00
Wohnpark Laaer Berg Verwertungs- und Beteiligungs-GmbH & Co.
Bauplatz 5 „rosa“ Projekt-OG
AUT
Vienna
0.00%
75.00%
F
EUR
1,162.76
Forum am Bahnhof Quickborn GmbH & Co. KG
DEU
Hamburg
0.00%
94.64%
F
EUR
100,000.00
Hotel am Kanzleramt GmbH & Co. KG
DEU
Berlin
0.00%
94.64%
F
EUR
1,000.00
Mühlenstraße 11 - 12 GmbH & Co. KG
DEU
Berlin
0.00%
94.64%
F
EUR
1,000.00
PORR MURNAU GmbH & Co. KG
DEU
Murnau
0.00%
94.30%
F
EUR
500.00
Radmer Kies GmbH & Co. KG
DEU
Aschheim, Lk
Munich
0.00%
94.30%
F
EUR
5,500,000.00
W.E.I.V. Immobilienverwaltung GmbH & Co. Seydelstraße KG
DEU
Berlin
0.00%
88.96%
F
EUR
250,000.00
„Athos“ Bauplanungs- und Errichtungsgesellschaft m.b.H.
AUT
Vienna
10.00%
10.00%
E
EUR
36,336.42
„hospitals“ Projektentwicklungsges.m.b.H.
AUT
Vienna
0.00%
43.56%
E
EUR
500,000.00
„Internationale Projektfinanz“ Warenverkehrs- & CreditvermittlungsAktiengesellschaft
AUT
Vienna
40.00%
40.00%
E
EUR
726,728.34
ABO Asphalt-Bau Oeynhausen GmbH.
AUT
Oeynhausen, Gem.
­ raiskirchen
T
0.00%
30.00%
E
EUR
72,800.00
ABW Abbruch, Boden- und Wasserreinigungs-Gesellschaft m.b.H.
AUT
Vienna
0.00%
36.22%
E
EUR
218,018.50
Altlastensanierung und Abraumdeponie Langes Feld Gesellschaft
m.b.H.
AUT
Vienna
0.00%
41.50%
E
EUR
363,364.17
ALU-SOMMER GmbH
AUT
Stoob
49.50%
49.50%
E
EUR
70,000.00
ARIWA Abwasserreinigung im Waldviertel GmbH
AUT
Vienna
0.00%
50.00%
E
EUR
40,000.00
AUT
Bad
­ leichenberg
G
0.00%
30.00%
E
EUR
35,000.00
Errichtungsgesellschaft Marchfeldkogel mbH
AUT
GroßEnzersdorf
0.00%
42.52%
E
EUR
35,000.00
European Trans Energy Beteiligungs GmbH
AUT
Vienna
0.00%
49.00%
E
EUR
35,000.00
Impulszentrum Telekom Betriebs GmbH
AUT
Unter­
premstätten
0.00%
46.00%
E
EUR
727,000.00
hospitals Projektentwicklungsges.m.b.H.
AUT
Graz
0.00%
49.00%
E
EUR
535,000.00
Jochberg Kitzbüheler Straße Hotelbetriebs GmbH
AUT
Jochberg
0.00%
50.00%
E
EUR
35,000.00
Lavanttaler Bauschutt - Recycling GmbH
AUT
Wolfsberg
0.00%
50.00%
E
EUR
36,336.43
Lieferasphaltgesellschaft JAUNTAL GmbH
AUT
Klagenfurt
0.00%
48.00%
E
EUR
36,460.00
Linzer Schlackenaufbereitungs- und vertriebsgesellschaft m.b.H.
AUT
Linz
0.00%
33.33%
E
EUR
45,000.00
MBU Liegenschaftsverwertung Gesellschaft m.b.H.
AUT
Vienna
0.00%
10.00%
E
EUR
36,336.42
Murgalerien Errichtungs- und Verwertungs-GmbH
AUT
Unter­
premstätten
0.00%
50.00%
E
EUR
35,000.00
Muthgasse Alpha Holding GmbH
AUT
Vienna
0.00%
47.06%
E
EUR
35,000.00
Palais Hansen Immobilienentwicklung GmbH
AUT
Vienna
0.00%
26.86%
E
EUR
35,000.00
Porr Construction Holding GmbH
AUT
Vienna
50.00%
50.00%
E
EUR
2,000,000.00
PWW Holding GmbH
AUT
Vienna
0.00%
50.00%
E
EUR
35,000.00
QBC Immobilien GmbH
AUT
Vienna
0.00%
35.00%
E
EUR
60,000.00
QBC Management und Beteiligungen GmbH
AUT
Vienna
0.00%
35.00%
E
EUR
35,000.00
Ropa Liegenschaftsverwertung Gesellschaft m.b.H.
AUT
Vienna
50.00%
50.00%
E
EUR
36,336.42
Rudolf u. Walter Schweder Gesellschaft m.b.H.
AUT
Vienna
10.00%
10.00%
E
EUR
36,336.42
Salzburger Reststoffverwertung GmbH
AUT
Salzburg
0.00%
50.00%
E
EUR
100,000.00
Seeresidenz am Wolfgangsee Bauträger GmbH
AUT
Vienna
0.00%
45.00%
E
EUR
35,000.00
Seeresidenz am Wolfgangsee Beteiligungsverwaltung GmbH
AUT
Vienna
0.00%
45.00%
E
EUR
35,000.00
SOWI - Investor - Bauträger GmbH
AUT
Innsbruck
33.33%
33.33%
E
EUR
36,336.42
Stöckl Schotter- und Splitterzeugung GmbH
AUT
Weißbach
bei Lofer
0.00%
40.00%
E
EUR
36,336.42
TAL Betonchemie Handel GmbH
AUT
Vienna
0.00%
50.00%
E
EUR
145,345.67
Associated companies
Associated companies limited by shares
Ehrenhausen Bauträger GmbH
F142
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
Tauernkies GmbH
AUT
W 3 Errichtungs- und Betriebs-Aktiengesellschaft
AUT
Salzburg
0.00 %
50.00 %
E
EUR
35,000.00
Vienna
53.33 %
53.33 %
E
EUR
UBM Realitätenentwicklung Aktiengesellschaft
74,126.29
AUT
Vienna
41.33 %
41.33 %
E
EUR
18,000,000.00
WPS Rohstoff GmbH
AUT
Klagenfurt am
Wörthersee
0.00%
49.00%
E
EUR
200,000.00
Obalovna Boskovice, s.r.o.
CZE
Boskovice
0.00%
23.65%
E
CZK
38,091,000.00
Porr & Swietelsky stavebni, v. o. s.
CZE
Prague
0.00%
50.00%
E
CZK
200,000.00
Spolecne obalovny, s.r.o.
CZE
Prague
0.00%
50.00%
E
CZK
5,000,000.00
ASTO Besitz- und Immobilienverwaltungsgesellschaft mbH
DEU
Weßling, Lk
Starnberg
0.00%
47.32%
E
EUR
25,000.00
Münchner Grund Immobilien Bauträger Aktiengesellschaft
DEU
Munich
0.00%
5.66%
E
EUR
3,000,000.00
Olympia Gate Munich GmbH
DEU
Grünwald
0.00%
47.32%
E
EUR
25,000.00
Vile Jordanovac drustvo s ogranicenom odgovornoscu za usluge i
graditeljstvo
HRV
Zagreb
0.00%
50.00%
E
HRK
15,890,000.00
ASDAG Kavicsbánya és Épitö Korlátolt Felelösségü Társaság
HUN
Janossomorja
0.00%
34.88%
E
HUF
300,000,000.00
M 6 Duna Autópálya Koncessziós Zártkörüen Müködö Részvénytársaság
HUN
Budapest
0.00%
40.00%
E
EUR
28,932,310.00
M6 Tolna Autópálya Koncessziós Zártkörüen Müködö Részvénytársaság
HUN
Budapest
0.00%
45.00%
E
EUR
32,924,400.00
„Modzelewski & Rodek“ Spólka z ograniczona odpowiedzialnoscia
POL
Warschau
0.00%
50.00%
E
PLN
2,000,000.00
EQCC PORR W.L.L.
QAT
Doha
0.00%
49.00%
E
QAR
200,000.00
PPE Malzenice s.r.o.
SVK
Braitslava
0.00%
50.00%
E
EUR
20,000.00
„IQ“ Immobilien GmbH & Co KG
AUT
Pasching
0.00%
50.00%
E
EUR
35,000.00
AMF - Asphaltmischanlage Feistritz GmbH & Co KG
AUT
Graz
0.00%
50.00%
E
EUR
3,000.00
AMG - Asphaltmischwerk Gunskirchen Gesellschaft m.b.H. & Co. KG
AUT
Linz
0.00%
33.33%
E
EUR
654,057.00
AMO Asphaltmischwerk Oberland GmbH & Co KG
AUT
Linz
0.00%
45.00%
E
EUR
5,000.00
AMW Asphalt-Mischwerk GmbH & Co KG
AUT
Sulz
0.00%
50.00%
E
EUR
490,550.00
AMW Leopoldau TEERAG-ASDAG AG & ALPINE Bau GmbH OG
AUT
Vienna
0.00%
50.00%
E
EUR
70,000.00
ASF Frästechnik GmbH & Co KG
AUT
Kematen
0.00%
40.00%
E
EUR
72,674.00
Asphaltmischwerk Betriebsgesellschaft m.b.H. & Co KG
AUT
Rauchenwarth
0.00%
40.00%
E
EUR
726,728.35
Asphaltmischwerk Greinsfurth GmbH & Co OG
AUT
Amstetten
0.00%
50.00%
E
EUR
600,000.00
Asphaltmischwerk Weißbach GmbH & Co. Nfg.KG
AUT
Weißbach
bei Lofer
0.00%
45.00%
E
EUR
72,672.83
ASTRA - BAU Gesellschaft m.b.H. Nfg. OG
AUT
Bergheim
0.00%
50.00%
E
EUR
1,451,570.76
CCG Nord Projektentwicklung GmbH & Co KG
AUT
Werndorf
0.00%
50.00%
E
EUR
1,000,000.00
FMA Asphaltwerk GmbH & Co KG
AUT
Feldbach
0.00%
30.00%
E
EUR
44,000.00
Glamas Beteiligungsverwaltungs GmbH & Co „Beta“ KG
AUT
Vienna
0.00%
26.67%
E
EUR
10,000.00
Hotel Bad Mitterndorf Errichtungs- und Verwertungs GmbH & Co KG
AUT
Bad Mitterndorf
0.00%
24.00%
E
EUR
100,000.00
Jochberg Hotelprojektentwicklungs- und Beteiligungsverwaltungs
GmbH & Co KG
AUT
Jochberg
0.00%
50.00%
E
EUR
2,000.00
Jochberg Kitzbüheler Straße Errichtungs und Beteiligungsverwaltungs
GmbH & Co KG
AUT
Vienna
0.00%
50.00%
E
EUR
3,769.00
AUT
Viecht,
pol.
­ esselbrunn
D
0.00%
33.50%
E
EUR
29,069.13
Lieferasphalt Gesellschaft m.b.H. & Co. OG
AUT
Maria Gail, pol.
Villach
0.00%
40.00%
E
EUR
36,336.42
Lieferasphalt Gesellschaft m.b.H. & Co. OG, Zirl
AUT
Vienna
0.00%
50.00%
E
EUR
14,243.88
LISAG Linzer Splitt- und Asphaltwerk GmbH. & Co KG
AUT
Linz
0.00%
50.00%
E
EUR
861,900.00
MARPO Errichtungs- und Verwertungs GmbH & Co KG
AUT
Bad
­Gleichenberg
0.00%
50.00%
E
EUR
82,000.00
MSO Mischanlagen GmbH Ilz & Co KG
AUT
Ilz
0.00%
42.00%
E
EUR
3,270,277.53
MSO Mischanlagen GmbH Pinkafeld & Co KG
AUT
Pinkafeld
0.00%
47.33%
E
EUR
87,207.39
Oberkärntner Asphalt GmbH & Co KG
AUT
Vienna
0.00%
50.00%
E
EUR
5,000.00
Associated partnerships
Lieferasphalt Gesellschaft m.b.H. & Co OG, Viecht
F143
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
QBC Management und Beteiligungen GmbH & Co KG
AUT
RBA - Recycling- und Betonanlagen Ges.m.b.H. & Co. Nfg. KG
AUT
RFM Asphaltmischwerk GmbH & Co KG
Storchengrund GmbH & Co KG
Nominal
capital
Vienna
0.00%
35.00%
E
EUR
35,000.00
Zirl
24.00%
24.00%
E
EUR
581,382.67
AUT
Traiskirchen
0.00%
33.33%
E
EUR
1,271,775.00
AUT
Vienna
0.00%
50.00%
E
EUR
155,113.00
TAM Traisental Asphaltmischwerk Ges.m.b.H. & Co KG
AUT
Nußdorf ob der
Traisen
0.00%
33.33%
E
EUR
72,672.83
TBT Transportbeton Tillmitsch GmbH & Co KG
AUT
Tillmitsch
0.00%
50.00%
E
EUR
127,500.00
Vereinigte Asphaltmischwerke Gesellschaft m.b.H. & Co KG
AUT
Spittal/Drau
0.00%
50.00%
E
EUR
263,298.00
Alexander Parkside GmbH & Co. KG
DEU
Berlin
0.00%
47.32%
E
EUR
25,000.00
Frankenstraße 18-20 GmbH & Co. KG
DEU
Hamburg
0.00%
47.32%
E
EUR
2,000.00
Neustädter Baustoff - GmbH & Co. KG, Kieswerk Schwaig
DEU
Neustadt/
Donau
0.00%
47.15%
E
EUR
76,693.79
Radmer Bau Kieswerke GmbH & Co. Sand und Kies KG
DEU
Leipzig
0.00%
47.15%
E
EUR
1,022,583.76
M6 D-S MME Közkereseti Társaság
HUN
Budapest
0.00%
50.00%
E
HUF
1,000,000.00
M6 Dunaújváros-Szekszárd Épitési Közkereseti Társaság
HUN
Budapest
0.00%
50.00%
E
HUF
1,000,000.00
AUT
Pasching
0.00%
50.00%
N
EUR
0.00
AMB Asphalt-Mischanlagen Betriebsgesellschaft m.b.H.
AUT
ZistersdorfMaustrenk,
pol.
Zistersdorf
0.00%
20.00%
N
EUR
0.00
AMF - Asphaltmischanlage Feistritz GmbH
AUT
Graz
0.00%
50.00%
N
EUR
0.00
AMG - Asphaltmischwerk Gunskirchen Gesellschaft m.b.H.
AUT
Linz
0.00%
33.33%
N
EUR
0.00
AMO Asphaltmischwerk Oberland GmbH
AUT
Linz
0.00%
45.00%
N
EUR
0.00
AMW Asphalt-Mischwerk GmbH
AUT
Sulz
0.00%
50.00%
N
EUR
0.00
ASF Frästechnik GmbH
AUT
Kematen
0.00%
40.00%
N
EUR
0.00
Asphaltlieferwerk Leibnitz Baugesellschaft m.b.H.
AUT
Leibnitz
0.00%
30.00%
N
EUR
0.00
Asphaltmischwerk Betriebsgesellschaft m.b.H.
AUT
Rauchenwarth
0.00%
40.00%
N
EUR
0.00
Asphaltmischwerk Greinsfurth GmbH
AUT
Amstetten
0.00%
50.00%
N
EUR
0.00
Asphaltmischwerk Steyregg GmbH in Liqu.
AUT
Steyregg
0.00%
20.00%
N
EUR
0.00
AWB Asphaltmischwerk Weißbach Betriebs-GmbH
AUT
Vienna
0.00%
45.00%
N
EUR
0.00
Betonexpress FH Vertriebs-GMBH
AUT
Bad Gleichenberg
0.00%
20.00%
N
EUR
0.00
BMU Beta Liegenschaftsverwertung GmbH
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
BRG Baustoffrecycling GmbH
AUT
Linz
0.00%
20.00%
N
EUR
0.00
CCG Nord Projektentwicklung GmbH
AUT
Werndorf
0.00%
50.00%
N
EUR
0.00
Clubhaus & Golfhotel Eichenheim Errichtungs-GmbH
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
ECRA Emission Certificate Registry Austria GmbH
AUT
Vienna
0.00%
5.00%
N
EUR
0.00
Ehrenhausen Hotel Betriebs GmbH
AUT
Ehrenhausen
0.00%
15.00%
N
EUR
0.00
Ehrenhausen Hotel Entwicklungs- und Errichtungs GmbH
AUT
Ehrenhausen
0.00%
15.00%
N
EUR
0.00
Esoro Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
European Trans Energy GmbH
AUT
Vienna
0.00%
49.00%
N
EUR
0.00
FBG Fertigbetonwerk Großpetersdorf Ges.m.b.H.
AUT
Großpetersdorf
0.00%
33.33%
N
EUR
0.00
FMA Asphaltwerk GmbH
AUT
Feldbach
0.00%
30.00%
N
EUR
0.00
Gaspix Beteiligungsverwaltungs GmbH
AUT
Zirl
24.00%
24.00%
N
EUR
0.00
GETINA Versicherungsvermittlung GmbH
AUT
Vienna
0.00%
32.60%
N
EUR
0.00
Glamas Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
26.67%
N
EUR
0.00
Grimming Therme GmbH
AUT
Bad Mitterndorf
0.00%
17.00%
N
EUR
0.00
Handwerkerzentrum Hitzendorf GmbH
AUT
Hitzendorf
0.00%
12.86%
N
EUR
0.00
Hotel Bad Mitterndorf Errichtungs- und Verwertungs GmbH
AUT
Bad Mitterndorf
0.00%
24.00%
N
EUR
0.00
Immobilien AS GmbH
AUT
Stoob
0.00%
49.50%
N
EUR
0.00
Other companies
Other companies limited by shares
„IQ“ Immobilien GmbH
F144
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
Jochberg Hotelprojektentwicklungs- und Beteiligungsverwaltungs
GmbH
AUT
Jochberg
0.00%
50.00%
N
EUR
0.00
Jochberg Kitzbüheler Straße Errichtungs- und Beteiligungsverwaltungs
GmbH
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
Johann Koller Deponiebetriebsges.m.b.H.
AUT
Vienna
0.00%
36.22%
N
EUR
0.00
KAB Straßensanierung GmbH
AUT
Spittal/Drau
0.00%
19.99%
N
EUR
0.00
Kärntner Restmüllverwertungs GmbH
AUT
Klagenfurt
0.00%
14.26%
N
EUR
0.00
KBB - Klinikum Besitz- und Betriebs Gesellschaft m.b.H.
AUT
Vienna
0.00%
15.96%
N
EUR
0.00
KMG - Klinikum Management Gesellschaft mbH
AUT
Graz
0.00%
21.56%
N
EUR
0.00
KOLLER TRANSPORTE - KIES - ERDBAU GMBH
AUT
Vienna
0.00%
36.22%
N
EUR
0.00
Lieferasphalt Gesellschaft m.b.H.
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
LISAG Linzer Splitt- und Asphaltwerk GmbH
AUT
Linz
0.00%
50.00%
N
EUR
0.00
MARPO Errichtungs- und Verwertungs GmbH
AUT
Bad
Gleichenberg
0.00%
50.00%
N
EUR
0.00
MSO Mischanlagen GmbH
AUT
Ilz
0.00%
66.67%
N
EUR
0.00
Oberkärntner Asphalt GmbH
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
PEM Projektentwicklung Murgalerien GmbH
AUT
Unter­
premstätten
0.00%
50.00%
N
EUR
0.00
PKM - Muldenzentrale GmbH
AUT
Vienna
0.00%
34.93%
N
EUR
0.00
PM2 Bauträger GesmbH
AUT
Klagenfurt
0.00%
24.75%
N
EUR
0.00
PORR ALPINE Austriarail GmbH
AUT
Wals-­
Siezenheim
50.00%
50.00%
N
EUR
0.00
Pumpspeicherkraftwerk Koralm GmbH
AUT
Graz
0.00%
1.00%
N
EUR
0.00
REHA Tirol Errichtungs GmbH
AUT
Münster
0.00%
49.00%
N
EUR
0.00
Reha Zentrum Münster Betriebs GmbH
AUT
Münster
0.00%
49.00%
N
EUR
0.00
REHAMED Beteiligungsges.m.b.H.
AUT
Graz
0.00%
21.78%
N
EUR
0.00
AUT
Bad
Gleichenberg
0.00%
16.12%
N
EUR
0.00
AUT
WienersdorfOeyenhausen,
pol.
Traiskirchen
0.00%
33.33%
N
EUR
0.00
AUT
WienersdorfOyenhausen,
pol.
Traiskirchen
0.00%
16.67%
N
EUR
0.00
Schotter- und Betonwerk Donnersdorf GmbH
AUT
Bad
­ leichenberg
G
0.00%
20.00%
N
EUR
0.00
Seeresidenz am Wolfgangsee Projektentwicklungs- und Errichtungs
GmbH
AUT
Vienna
0.00%
45.00%
N
EUR
0.00
Seprocon GmbH
AUT
Vienna
0.00%
49.00%
N
EUR
0.00
Soleta Beteiligungsverwaltungs GmbH
AUT
Vienna
0.00%
26.67%
N
EUR
0.00
St. Peter-Straße 14-16 Liegenschaftsverwertung Ges.m.b.H.
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
Storchengrund GmbH
AUT
Vienna
0.00%
50.00%
N
EUR
0.00
TAM Traisental Asphaltmischwerk Ges.m.b.H.
AUT
Nußdorf ob der
Traisen
0.00%
33.33%
N
EUR
0.00
TBT Transportbeton Tillmitsch GmbH
AUT
Tillmitsch
0.00%
50.00%
N
EUR
0.00
UWT Umwelttechnik GmbH
AUT
Linz
0.00%
13.33%
N
EUR
0.00
Vereinigte Asphaltmischwerke Gesellschaft m.b.H.
AUT
Spittal/Drau
0.00%
50.00%
N
EUR
0.00
WIG - Transportbeton Ges.m.b.H.
AUT
Weitendorf
0.00%
20.00%
N
EUR
0.00
WM Hotel Schladming GmbH in Liqu.
AUT
Bad
Gleichenberg
0.00%
45.00%
N
EUR
0.00
WMW Weinviertler Mischwerk Gesellschaft m.b.H.
AUT
Zistersdorf
0.00%
16.67%
N
EUR
0.00
EKO-SBER BRNO, spol. s.r.o. - v likvidaci
CZE
Brno
0.00%
20.00%
N
CZK
0.00
Vystavba hotelu PRAHA - ZVONARKA, spol. s.r.o.
CZE
Prague
0.00%
11.11%
N
CZK
0.00
ALTRASS Freileitungstechnik GmbH
DEU
Essen
0.00%
49.00%
N
EUR
0.00
REHAMED-Rehabilitationszentrum für Lungen- und Stoffwechs­el­­er­krankungen Bad Gleichenberg Gesellschaft m.b.H.
RFM Asphaltmischwerk GmbH
RFPB Kieswerk GmbH
F145
Company
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
DEU
Munich
0.00%
2.80%
N
EUR
0.00
BLV Objekt Pasing GmbH
DEU
Grünwald, Lk
Munich
0.00%
2.83%
N
EUR
0.00
Bürohaus Leuchtenbergring Verwaltungs GmbH
DEU
Munich
0.00%
1.50%
N
EUR
0.00
City Objekte München GmbH
DEU
Munich
0.00%
5.09%
N
EUR
0.00
CSMG Riedberg GmbH
DEU
Munich
0.00%
5.66%
N
EUR
0.00
Europten Deutschland GmbH
DEU
Berlin
0.00%
49.00%
N
EUR
0.00
Frankenstraße 18-20 Verwaltungs GmbH
DEU
Hamburg
0.00%
47.32%
N
EUR
0.00
Friendsfactory Projekte GmbH
DEU
Munich
0.00%
3.11%
N
EUR
0.00
Leuchtenbergring Hotelbetriebsgesellschaft mbH
DEU
Munich
0.00%
2.83%
N
EUR
0.00
Lilienthalstraße Wohnen GmbH Münchner Grund und Baywobau
DEU
Grünwald,
Lk Munich
0.00%
2.83%
N
EUR
0.00
MG Projekt-Sendling GmbH
DEU
Munich
0.00%
5.66%
N
EUR
0.00
MG Sendling Komplementär GmbH
DEU
Munich
0.00%
5.66%
N
EUR
0.00
MG-Projekt Königstraße GmbH
DEU
Munich
0.00%
5.66%
N
EUR
0.00
Münchner Grund Projektmanagement, -Beratung, -Planung GmbH
DEU
Munich
0.00%
3.96%
N
EUR
0.00
Münchner Grund Riem GmbH
DEU
Munich
0.00%
3.62%
N
EUR
0.00
Neustädter Baustoff - Gesellschaft mit beschränkter Haftung
DEU
Neustadt/
Donau
0.00%
47.15%
N
EUR
0.00
Radmer Bau Kieswerke GmbH
DEU
Leipzig
0.00%
47.15%
N
EUR
0.00
REAL I.S. Project GmbH in Liqu.
DEU
Munich
0.00%
2.80%
N
EUR
0.00
Schloßhotel Tutzing GmbH
DEU
Starnberg
0.00%
4.98%
N
EUR
0.00
0.00%
31.43%
N
EUR
0.00
BF Services GmbH
Country
code
DEU
Emmering, Lk
Fürstenfeldbruck
MIPO NEKRETNINE drustvo s ogranicenom odgovornoscu za usluge
i graditeljstvo
HRV
Samobor
0.00%
50.00%
N
HRK
0.00
AS Montage Korlátolt Felelösségü Társaság
HUN
Sopron
0.00%
37.12%
N
HUF
0.00
ASDEKA Epitöanyagipari Kereskedelmi Kft.
HUN
Hegyeshalom
0.00%
17.44%
N
HUF
0.00
M6 Tolna Üzemeltetö Korlátolt Felelösségü Társaság
HUN
Budapest
0.00%
16.00%
N
HUF
0.00
PORR Libya J.S.C. for General Construction
LBY
Tripolis
0.00%
32.50%
N
LYD
0.00
Mlynska Development Spólka z ograniczona odpowiedzialnoscia
POL
Danzig
0.00%
40.00%
N
PLN
0.00
SNH spólka z ograniczona odpowiedzialnoscia
POL
Warsaw
0.00%
49.00%
N
PLN
0.00
OOO Porr Construction
RUS
St. Petersburg
0.00%
50.00%
N
RUB
0.00
„PORR - WERNER & WEBER - PROKUPLJE“ doo, Prokuplje
SRB
Prokuplje
0.00%
40.00%
N
EUR
0.00
DRUSTVO SA OGRANICENOM ODGOVORNOSCU „PORR-WERNER
& WEBER-LESKOVAC“, Leskovac
SRB
Leskovac
0.00%
35.00%
N
EUR
0.00
Drustvo sa ogranicenom odgovornoscu PORR WERNER&WEBERJAGODINA, Jagodina
SRB
Jagodina
0.00%
40.00%
N
EUR
0.00
PORR-WERNER & WEBER DOO ZA PROIZVODNJU I PROMET
­METALNIH PROIZVODA NIS
SRB
Nis
0.00%
50.00%
N
EUR
0.00
PORR-WERNER WEBER ENVIRONMENTAL TECHNOLOGIES DOO
NIS
SRB
Nis
0.00%
50.00%
N
EUR
0.00
PWW Deponija d.o.o. Jagodina
SRB
Jagodina
0.00%
50.00%
N
EUR
0.00
PWW Deponija Dva d.o.o. Leskovac
SRB
Leskovac
0.00%
50.00%
N
EUR
0.00
SEVER-JUG AUTOPUT DRUSTVO SA OGRANICENOM ODGOVORNOSCU ZA IZGRADNJU, KORISCENJE I ODRZAVANJE AUTOPUTA
SRB
Belgrade
0.00%
50.00%
N
EUR
0.00
KONTA plus, s.r.o. „v likvidácii“
SVK
Bratislava
0.00%
34.93%
N
EUR
0.00
AQUASYSTEMS gospodarjenje z vodami d.o.o.
SVN
Maribor
0.00%
10.00%
N
EUR
0.00
SCT-Porr, gradnja zlezniske infrastrukture, d.o.o.
SVN
Ljubljana
0.00%
49.00%
N
EUR
0.00
TMG Tiefbaumaterial GmbH
Other partnerships
AMB Asphalt-Mischanlagen Betriebsgesellschaft m.b.H & Co KG
AUT
Zistersdorf
0.00%
20.00%
N
EUR
0.00
KAB Straßensanierung GmbH & Co KG
AUT
Spittal/Drau
0.00%
19.99%
N
EUR
0.00
Kulturmanagement Regionalverein Steirisches Salzkammergut KG
AUT
Bad Aussee
0.00%
1.97%
N
EUR
0.00
LiSciV Muthgasse GmbH & Co KG
AUT
Vienna
0.00%
26.67%
N
EUR
0.00
F146
Company
Country
code
Domicile
PORR AG
share
PORR
Group
share
Type of
consolidation
Currency
Nominal
capital
PEM Projektentwicklung Murgalerien GmbH & Co KG
AUT
Unter­
premstätten
0.00%
50.00%
N
EUR
0.00
QBC Immobilien GmbH & Co Alpha KG
AUT
Vienna
0.00%
35.00%
N
EUR
0.00
QBC Immobilien GmbH & Co Beta KG
AUT
Vienna
0.00%
35.00%
N
EUR
0.00
QBC Immobilien GmbH & Co Delta KG
AUT
Vienna
0.00%
35.00%
N
EUR
0.00
QBC Immobilien GmbH & Co Epsilon KG
AUT
Vienna
0.00%
35.00%
N
EUR
0.00
QBC Immobilien GmbH & Co Gamma KG
AUT
Vienna
0.00%
35.00%
N
EUR
0.00
RegioZ Regionale Zukunftsmanagement und Projektentwicklung
Ausseerland Salzkammergut GmbH & Co KG
AUT
Bad Aussee
0.00%
3.94%
N
EUR
0.00
RFPB Kieswerk GmbH & Co KG
WienersdorfOyenhausen,
AUT pol. Traiskirchen
0.00%
16.67%
N
EUR
0.00
Salzburger Lieferasphalt GmbH & Co OG
AUT
Sulzau, pol.
Werfen
0.00%
20.00%
N
EUR
0.00
Sava Most Gradevinsko Preduzece OG
AUT
Vienna
0.00%
27.93%
N
EUR
0.00
Seeresidenz am Wolfgangsee Projektentwicklungs- und Errichtungs
GmbH & Co KG
AUT
Vienna
0.00%
45.00%
N
EUR
0.00
WMW Weinviertler Mischwerk Gesellschaft m.b.H. & Co KG
AUT
Zistersdorf
0.00%
16.67%
N
EUR
0.00
Bürohaus Leuchtenbergring GmbH & Co. Besitz KG
DEU
Munich
0.00%
1.50%
N
EUR
0.00
Bürohaus Leuchtenbergring GmbH & Co. KG
DEU
Munich
0.00%
1.48%
N
EUR
0.00
Immobilien- und Baumanagement Stark GmbH & Co.
Stockholmstraße KG
DEU
Munich
0.00%
3.62%
N
EUR
0.00
MG Projekt-Sendling Gewerbegrundstücks GmbH & Co. KG
DEU
Munich
0.00%
5.66%
N
EUR
0.00
BPV-Metro 4 Épitési Közkereseti Társaság
HUN
Budapest
33.33%
33.33%
N
HUF
0.00
BPV-METRO 4 NeKe Épitési Közkereseti Társaság
HUN
Budapest
33.33%
33.33%
N
HUF
0.00
M6-Autópálya Építési Kkt.
HUN
Budapest
0.00%
33.33%
N
HUF
0.00
NeKe METRO 4 Épitési Közkereseti Társaság
HUN
Budapest
0.00%
50.00%
N
HUF
0.00
Key:
E= At equity consolidated company
F= Fully consolidated company
N= Non-consolidated company
° = Company consolidated for the first time
* = Profit and loss transfer agreement
F147
Auditors’ Report
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Allgemeine Baugesellschaft-A. Porr Aktiengesellschaft,Wien, for the fiscal year from January 1, 2012 to December
31, 2012. These consolidated financial statements comprise the consolidated balance sheet as of
December 31, 2012, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated cash flow statement and the consolidated statement of changes
in equity for the fiscal year ended December 31, 2012, as well as the notes to the consolidated
financial statements.
Management’s Responsibility for the Consolidated Financial Statements and for the Accounting
System
The Company’s management is responsible for the group accounting system and for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU, and in accordance with relevant
Austrian laws. This responsibility includes: designing, implementing and maintaining internal control
relevant to the preparation and fair presentation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility and Description of Type and Scope of the Statutory Audit
Our responsibility is to express an opinion on these consolidated financial statements based on our
audit. We conducted our audit in accordance with laws and regulations applicable in Austria. Those
standards require that we comply with professional guidelines and that we plan and perform the
audit to obtain reasonable assurance whether the consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the consolidated
financial statements in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
F148
Opinion
Our audit did not give rise to any objections. In our opinion, which is based on the results of our
audit, the consolidated financial statements comply with legal requirements and give a true and fair
view of the financial position of the Group as of December 31, 2012 and of its financial performance
and its cash flows for the fiscal year from January 1, 2012 to December 31, 2012 in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the EU, as well as in accordance
with relevant Austrian laws.
Comments on the Management Report for the Group
Pursuant to statutory provisions, the management report for the Group is to be audited as to whether it is consistent with the consolidated financial statements and as to whether the other disclosures
are not misleading with respect to the Company’s position. The auditor’s report also has to contain
a statement as to whether the management report for the Group is consistent with the consolidated
financial statements and whether the disclosures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.
In our opinion, the management report for the Group is consistent with the consolidated financial
statements. The disclosures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.
April 2nd 2013, Vienna
BDO Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft
Mag. Klemens Eiter
Certified Public Accountant
Mag. Dr. Helmut Kern
Certified Public Accountant
This report is a translation of the original report in German, which is solely valid. Publication of the financial statements together
with our auditor’s opinion may only be made if the financial statements and the management report are identical with the audited
version attached to this report. Section 281 paragraph 2 UGB (Austrian Commercial Code) applies.
F149
PORR C