Report of the Management Board regarding the resolution on the Management Board’s authorisation to exclude the subscription right (Ausschluss des Bezugsrechts) in case of the sale of treasury shares (own shares) (Sections 65 para 1b and 153 para 4) of the Austrian Stock Corporation Act (Aktiengesetz – “AktG”) in relation to item 9 of the agenda

English translation of the original German version for convenience only

Agenda item 9

of the Annual General Meeting on 28 April 2026

The Management Board and the Supervisory Board of PORR AG (Company or PORR) intend to propose a resolution to the Annual General Meeting authorising the Management Board to dispose of and/or use treasury shares (own shares) by means other than via the stock exchange or a public offer, and also with the exclusion of subscription rights.

1. RESOLUTION PROPOSAL - Disposal of Treasury Shares

   The resolution proposal on item 9. of the agenda reads as follows:

   "The authorisation of the Management Board resolved by the Annual General Meeting on 27 May 2021 to dispose of treasury shares (own shares) by other means than via the stock exchange or a public offer, including the exclusion of the general right of purchase (exclusion of subscription rights), for a term of five years from the date of the resolution, is hereby revoked and replaced by the following new authorization of the Management Board:

   The Management Board is authorised for a period of five years from the date of the resolution, with the consent of the Supervisory Board, to dispose of or use treasury shares (own shares) of the Company also by other means than via the stock exchange or a public offer. This authorisation may be exercised in whole or in part, also in several tranches, and for one or more purposes. The proportional subscription right of the shareholders in case of a disposal or use other than via the stock exchange or by means of a public offer is excluded (exclusion of subscription right)."

2. REPORT

   Regarding the exclusion of the right to purchase shares (subscription right) in case of a disposal or use of treasury shares (own shares) by other means than via the stock exchange or via a public offer, the Management Board hereby reports in writing pursuant to Section 65 (1b) AktG in connection with Section 153 (4) sentence 2 AktG on the reasons for the exclusion of the shareholders' right to purchase (exclusion of subscription right).

   In the following cases of a disposal or use of treasury shares (own shares) by means other than via the stock exchange or a public offer, the exclusion of the proportional right to purchase (subscription right) is in the interest of the Company:

   1. When acquiring an enterprise, business, parts thereof or shares in a compa-ny or other assets, it can be advantageous to use treasury shares (own shares) as consideration, e.g. to compensate shareholders of the target company or if the seller favours shares in the Company instead of a cash purchase price. Thus, the liquidity required to perform the acquisition is reduced and the closing of a transaction is accelerated, since existing shares may be used and no new shares need to be created. All types of assets may be transferred to the Company, including securities issued by the Company and receivables against the Company. The Company is enabled to make use of opportunities quickly, flexibly and without the time-consuming and cost intensive processing of subscription rights.

   2. Further, in such context (but also to cover other financing needs of the Company or its subsidiaries), the disposal of treasury shares (own shares) by means other than via the stock exchange or a public offer may also serve to cover specific financing needs (individually or along with other measures) quickly and at a low cost. In particular, taking into consideration the general and specific market- and price developments, the trading volumes and any statutory limits on the volume of treasury shares disposals via the stock exchange, such financing needs may not be met (in due time) where treasury shares may (only) be disposed of via the stock exchange or a public offer to existing shareholders.

      By excluding the shareholders' general right to purchase (subscription right), potential disadvantages for the Company can be avoided, in particular price risks. This applies in particular to negative share price developments as a result of the pressure to sell during a disposal programme (in particular in times of volatile markets), the prevention of speculation (in particular in the case of short selling) against the share price during a disposal programme and hedging a specific sale proceeds (elimination of placement risk).

   3. The preferential issuance of shares to employees, managers or members of the Management Board of the Company or its affiliates as part of an employee participation program also constitutes sufficient reason for the exclusion of subscription rights pursuant to Section 153 Paragraph 5 AktG. In such case, the exclusion of subscription rights is objectively justified, since the employee participation program is in the overwhelming interest of the Company (it serves the purpose of enhancing the Company's performance) and the participation of employees constitutes an effective instrument to achieve this purpose.

   4. By excluding the shareholders' purchase right (subscription right), the Company is also enabled to transfer treasury shares (own shares) to selected investors or groups of investors (or to limited groups of investors) in a private

      placement or a public offer (other than by way of a public offer to all shareholders).

      Thereby, on the one hand, the shareholder structure can be selectively ex-panded or stabilised in the interest of the Company. This concerns the introduction of the Company to (certain groups of) institutional investors. Thereby, trading activity in the Company's shares may be enhanced, which strengthens the Company's ability to rise funding on the capital markets. On the other hand, it may be of strategic interest to attract one or several existing or potentially new business partners of PORR Group companies to become shareholders in the Company, or to enlarge their participation; both to strengthen their ties to the Company.

      On the other hand, a private placement or a restricted public offer, in particular applying the accelerated bookbuilding procedure, may mitigate placement risk and price risk and reduce the cost and duration of a placement. An accelerated bookbuilding allows the Company to assess the market's price expectations more precisely and rapidly. Due to the immediate placement, market risk factors are eliminated, which would otherwise be taken into account by (institutional) investors to the disadvantage of the Company. A public offer to all shareholders requires considerably longer lead-times to draw up and approve a capital market prospectus, which, for the Company, involves a substantial use of own resources and external costs. A placement with exclusion of the shareholders' purchase right (subscription right) and with no requirement to draw up a prospectus, assist to avoid such disadvantages as well as exposure to potential liability of the Company (prospectus liability).

   5. The exclusion of the shareholders' purchase right (subscription right) can also be in the Company's interest in the context of a capital increase and the placement of new shares or of existing shares in the Company where an overallotment option (greenshoe option) is served with treasury shares (own shares).

      In the case of an overallotment option (greenshoe option) the underwriters (Emissionsbanken) have the possibility to allot up more shares (as permitted under applicable laws) than initially offered, whereby the shares necessary to settle such overallotment are usually provided to the underwriters (Emis-sionsbanken) via securities lending. Thereby, the basis for a stabilisation of the share price may be achieved: If the share price falls after the offer, the underwriters (Emissionsbanken) purchase shares on the market, thereby support the share price and use the shares so acquired to repay the securities loan (or use such shares to settle the excess allotment, if a delayed delivery was agreed). If the share price rises further to the offer, the underwriters (Emissionsbanken) exercise an option previously granted by the Company to deliver to the underwriters (Emissionsbanken) additional shares at the price of the initial offer. Such measure, common in the context of an

      issue of securities, serves to stabilise the share price in the period following the offer and is thus in the Company's interest.

   6. Treasury shares (own shares) may also be used to settleeeeee conversion and/or subscription options under convertible bonds (possibly) issued by the Company in the future. If treasury shares (own shares) are used to cover and/or settle such future convertible bonds, no further capital measures (such as conditional capital) are required. Thus, no new shares need to be created (e.g. by using conditional capital) to settle conversion and/or subscription rights, and the dilution effect typically inherent to capital measures can be avoided. In addition, the time and administrative efforts required for the Company can be reduced.

   7. In the context of cash dividends, treasury shares (own shares) may also be used to grant the shareholders an opportunity to re-invest their dividend (in full or in part) in shares of the Company, so that the payment of dividend has the economic effect of a dividend in-kind (share dividend; scrip dividend) for the relevant consenting shareholders. To the extent individual shareholders opt for such possibility, dividends paid to such shareholders have a reduced impact on the Company's equity and liquidity. To the extent that shareholders opt for a scrip dividend in a volume exceeding the number of treasury shares (own shares) available or in the event that any other situation occurs which, in the opinion of the Management Board, prevents or limits a successful reinvestment in scrip dividend shares of the Company or in the event that there is any change in the domestic or international, financial markets, legal or tax environment or there is a catastrophe or emergency situation which, in the opinion of the Management Board, causes or is likely to cause a material decrease in the market price of shares in the Company it may be necessary to reduce the scrip dividend on an aliquot basis or to cancel it entirely. This authorisation is only relevant where such procedure does not anyway qualify as an offer to all shareholders.

To the extent of common trading volumes, shareholders may buy additional shares via the stock exchange and thereby avoid any dilution of their shareholding interest in the event that the Company uses/disposes treasury shares (own shares) with exclusion of the purchase right (subscription right) of shareholders.

The disposal of treasury shares (own shares) with exclusion of the shareholders' purchase right does not result in the "typical" dilution of shareholding interest. In a first step, the existing shareholders' actual voting share "increases" in the event of an acquisition of treasury shares (own shares) by the Company, as the shareholder rights vested in treasury shares are suspended. A pro-rata reduction of the shareholding interest of an existing shareholder only occurs (temporarily) when the Company disposes treasury shares (own shares) excluding the shareholders' purchase right (subscription right). Further to such disposal being carried out with exclusion of purchase (subscription) rights, the shareholders' position held prior to the initial buyback is restored.

In the cases referred to in paragraphs a), b), d), f) and g) above, the Management Board will only dispose treasury shares (own shares) at a price which is not substantially (wesentlich) lower than the market price. In the cases referred to in paragraph (c) (employees), the price is equivalent to the price at which a share may be acquired in the context of an employee participation program (if any) and in the case of paragraph (e) (greenshoe option) the price is equivalent to the offer price at which all other shares were placed in the relevant offer.

Even if the exclusion of the shareholders' purchase right (subscription right) caused a disadvantage to shareholders, any such disadvantage would have a limited impact due to the statutory limit preventing the Company from holding more than 10 % of its share capital as treasury shares (own shares).

The disposal of treasury shares (own shares) and the determination of all conditions of such disposal are subject to the Supervisory Board's approval. To enable to the Company to carry out a disposal of treasury shares (own shares) (as set out above) rapidly and in a flexible manner, the Annual General Meeting shall exclude the shareholders' purchase right (subscription right) so that no separate report needs to be published prior to a specific disposal.

Weighing the Company's interest to dispose of treasury shares (own shares) and its interest to obtain funding, on the one hand, and the shareholders' interest to retain their shareholding interest, on the other hand, results in the conclusion that the authorisation to dispose treasury shares (own shares) by means other than via the stock exchange or a public offer and by excluding the shareholders' purchase right (subscription right) is not disproportionate and therefore, taking account of the relevant circumstances, objectively justified.

In this context, the Management Board also states that it is not intended to (disproportionately) allot shares to members of the Ortner-Strauss Syndicate, which controls the Company, in connection with a disposal of treasury shares (own shares) to shareholders.

Vienna, April 2026

The Management Board of PORR AG