ABAP Profit Participa-
tion 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 High- way Financing Agency
ATS Austrian Schilling, the lawful currency of the Republic of Austria prior to the introduc- tion 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, Kohl- markt 8-10, 1010 Vienna, Austria.
BOT Build-operate-transfer
Building Construction Building Construction comprises the construction of commercial and industrial build- ings, 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 construc- tion, 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.
Deloitte Deloitte Audit Wirtschaftsprüfungs GmbH, Renngasse 1-3, 1010 Vienna, Austria.
Dilution Protection
Rights 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, de- preciation 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 calcu- lated 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, pow- er 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
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 con- trolled 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 Vi- enna, Austria, registered number FN 392079 m
Ortner-Strauss Syndi-
cate 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 Participa-
tion 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 participa- tion 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 indi- rect 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 Implementa-
tion 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
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, togeth- er 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, registe- red number FN 118596 g
Takeover Act Austrian Takeover Act (Übernahmegesetz), as amended
Underwriters The Joint Lead Managers together with the Co-Lead Managers
Underwriting Agree-
ment An underwriting agreement dated April writers 9, 2014 among the Company and the Under-
U.S. or United States United States of America
USD U.S. dollars, the lawful currency of the U.S.
2010 PD Amending Di-