PORR successfully places EUR 150m hybrid convertible bond

Vienna, 23.09.2026

PORR AG (“PORR” or the “Company”) successfully placed a new deeply subordinated perpetual convertible bond with an early redemption option for the Company (“Hybrid Convertible Bond”, the “Bond”). The Bond will be convertible into new and/or existing ordinary no-par value bearer shares of the Company (“Shares”) until the First Reset Date.

“This placement gives us the financial strength to further improve our strong market positions in our seven home markets. With the proceeds PORR has the necessary flexibility to accelerate its growth initiatives”, says Karl-Heinz Strauss, CEO of the PORR Group. “Our clear strategic focus remains on Intelligent Growth with Green and Lean.” 

Strengthening the equity position for accelerated growth 

PORR intends to use the net proceeds from the issuance of the Bond to increase financial flexibility to accelerate organic and/or inorganic growth and general corporate purposes. It will be classified as an equity instrument in accordance with IFRS.

The Bond was offered by way of an accelerated bookbuilding process exclusively to institutional investors in certain jurisdictions outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended via a private placement (the Offering). The pre-emptive rights (Bezugsrechte) of the Company's existing shareholders to subscribe for the Bond were excluded.

The Bond will be issued at par with a total nominal amount of EUR 150m at a denomination of EUR 100,000. It will pay interest of 2.750% per annum up to 30 September 2031 (the First Reset Date). From the First Reset Date, the Bond will bear interest at a rate equal to the sum of the applicable 5-year Mid-Swap Rate in Euro, and the margin of 900 bps. The Company will have no obligation to pay interest if it elects to defer the relevant payment of interest in whole or in part. The initial conversion price of the Bond amounts to EUR 42.90, representing a conversion premium of 30% above the reference share price of EUR 33.00, which is the placement price of the Shares in the Concurrent Accelerated Bookbuilding (as defined below). The number of Shares underlying the Bond will initially be ca. 3.5m (representing approximately 8.9% of PORR's issued share capital).

The settlement of the Bond is expected to take place on or around 30 September 2026 (the Issue Date). Application will be made for the Bond to be admitted to trading on the Vienna MTF of the Vienna Stock Exchange. As part of the Offering of the Bond, the Company has agreed to a lock-up period ending 90 calendar days after the Issue Date, subject to customary exemptions and waiver by the Joint Global Coordinators and Bookrunners.

Delta placement to facilitate hedging activities

Concurrently with the placement of the Bond the Joint Global Coordinators and Bookrunners have conducted a placement of existing Shares on behalf of certain subscribers of the Bond who wished to sell such Shares in short sales to purchasers procured by the Joint Global Coordinators and Bookrunners in order to hedge the market risk to which they are exposed with respect to the Bond that they acquire (the Concurrent Accelerated Bookbuilding). The Company will not receive any proceeds from any sale of Shares in connection with the Concurrent Accelerated Bookbuilding.

BofA Securities, Raiffeisen Bank International in cooperation with ODDO BHF and UniCredit acted as Joint Global Coordinators and Bookrunners in relation to the transaction. Lilja & Co. acted as independent Financial Advisor to PORR.