Análisis financiero  Inversión:

The Offering relates to up to 2,645,000 Offer Shares, which will be newly issued by the Company follow- ing 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 share- holders' meeting and full dividend entitlement from, and including, the financial year commencing Janu- ary 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., com- mencing 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 of- fered in private placements to selected institutional investors outside the United States in reliance on Regu- lation 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 Inter- national 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 rela- tion 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 them- selves 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 an- nouncement 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.

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 In- ternational 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 inves- tors 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 ex- tended 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 ac- quire Offer Shares in the Rights Offering and if the definitive number of Offer Shares to be issued in the Of- fering 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 na- ture 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.

Date Event April 9, 2014 ... Approval of the Prospectus by the FMA April 9, 2014 ... Publication of the Prospectus

April 9, 2014 ... Start of the Pre-placement

April 10, 2014 ... End of the Pre-placement, determination and publication of the Offer Price April 10, 2014 ... Allocation of the Offer Shares placed in the Pre-placement

April 12, 2014 ... Registration in the companies' register of the first tranche of the capital in- crease relating to the Offer Shares placed in the Pre-placement

April 14, 2014 ... Start of trading in the Offer Shares placed in the Pre-placement

April 14, 2014 ... Start of Subscription and Offer Period (start of Rights Offering and Interna- tional Offering commence), Existing Shares trade ex Subscription Rights April 15, 2014 ... Delivery of the Offer Shares placed in the Pre-placement against payment

of the Offer Price (First Closing Date)

April 28, 2014 ... End of Subscription and Offer Period (end of Rights Offering and Interna- tional Offering)

April 28, 2014 ... Determination and publication of the results of the Offering, including the final number of Offer Shares

April 29, 2014 ... Allocation of the Offer Shares placed in the Rights Offering and the Interna- tional Offering

April 30, 2014 ... 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

May 2, 2014 ... Start of trading in the Offer Shares placed in the Rights Offering and the International Offering

May 5, 2014 ... Delivery of the Offer Shares placed in the Rights Offering and the Interna- tional 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 appli- cable 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-

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, bro- ker 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 Pre- placement. 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 pro- ceeds from the Offering and the goal of supporting the development of an orderly and liquid secondary mar- ket for the Shares. The number of Offer Shares, if any, allocated to an investor will be determined in the ab- solute 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 Pre- placement, 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 Sub- scription Rights bear the ISIN AT0000A174R9.

Subscriptions for the Offer Shares will be accepted by Erste Group Bank AG, Austria, acting as subscrip- tion 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 estab- lished by such bank or financial institution.

The exercise of Subscription Rights by holders of Subscription Rights is irrevocable and cannot be an- nulled, 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 se- lected institutional investors in reliance on Regulation S under the Securities Act and other applicable ex- emptions.

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 con- tact 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-

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 Inter- national Offering, save for members of the Ortner-Strauss Syndicate, Susanne Weiss (member of the Su- pervisory 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. Pro- spective 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 allo- cations 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 Capi- tal and Articles of Association of PORR AG-Share Capital-Profit Participation Rights"). The PORR Profit Partic- ipation 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 Par- ticipation 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 Interna- tional 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 Sub- scription 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 certifi- cate representing the applicable PORR Profit Participation Rights on which the exercise of the Dilution Pro- tection 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