PROSPECTUS STRABAG SE (a Societas Europaea (SE) in Austria, registered number FN 88983h) Offering of up to 25,200,001 Ordinary Bearer Shares (with no par value) (and up to an additional 3,000,000 Ordinary Bearer Shares to cover Over-Allotments) Listing of up to 113,999,997 Ordinary Bearer Shares (with no par value) on the Official Market of the Vienna Stock Exchange This is an offering of up to 28,200,001 ordinary no par value bearer shares of STRABAG SE, a Societas Europaea (SE) formed under Austrian law (the “Company”, and together with its consolidated subsidiaries hereinafter referred to as the “STRABAG Group”, the “Group” or “STRABAG”), each share representing a calculated notional amount of EUR 1.00 of the nominal share capital. The offering consists of up to 16,000,000 new ordinary no par value bearer shares (the “New Shares”), which will be newly issued by the Company following a share capital increase, up to 9,200,001 existing ordinary no par value bearer shares (the “Existing Shares”) offered by Haselsteiner Familien-Privatstiftung, BLR-Baubeteiligungs GmbH, UNIQA Versicherungen AG and UNIQA Beteiligungs-Holding GmbH (the “Selling Shareholders”), and up to an additional 3,000,000 existing ordinary no par value bearer shares borrowed from Haselsteiner Familien-Privatstiftung, BLR-Baubeteiligungs GmbH and UNIQA Beteiligungs-Holding GmbH to cover over-allotments (the “Additional Shares” and together with the New Shares and the Existing Shares the “Offer Shares”). The Offer Shares will be offered in (i) a public offering to retail and institutional investors in the Republic of Austria (the “Public Offering”), and (ii) a private placement outside the Republic of Austria and the United States of America (the “United States” or “U.S.”) to selected institutional investors in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1993, as amended (the “Securities Act”) (the “International Offering” and together with the Public Offering, the “Offering”). The subscription rights for the New Shares have been excluded. The offer period runs from October 8, 2007 to October 18, 2007, 12:00 noon (CEST), for institutional investors and to October 17, 2007, 6:00 p.m. (CEST), for retail investors and may be extended, shortened or terminated at any time. Offer Price Range: EUR 42.00 to EUR 48.00 per Offer Share On or about October 18, 2007, the Company will determine the final Offer Price (the “Offer Price”) in consultation with Deutsche Bank AG, Raiffeisen Centrobank AG and Goldman Sachs International (the “Joint Bookrunners”) on the basis of a bookbuilding process. Prior to the Offering, there has been no public market for the Company’s shares. Application will be made to list the Company’s shares, including the New Shares and the Option Shares, as defined below, (together the “Shares”), except for three registered shares with numbers 1 to 3 (the “Registered Shares”), on the Official Market (Amtlicher Handel)of the Vienna Stock Exchange (Wiener Börse), and these shares are expected to trade on the Vienna Stock Exchange in the prime market segment commencing on or about October 19, 2007 under the symbol “STR”. The Offer Shares have not been and will not be registered under the Securities Act and may be offered and sold only outside the United States in compliance with Regulation S. For a description of certain restrictions on transfer, see “Selling and Transfer Restrictions”. An investment in the Offer Shares carries a high degree of risk. See “Risk Factors” beginning on page 17 to read about factors that should be considered before buying the Offer Shares. The Shares should only be bought and traded by persons knowledgeable in investment matters. The Company will grant to the Joint Bookrunners an option exercisable on one occasion, within 30 days of the date of the commencement of trading in the Shares on the Vienna Stock Exchange to subscribe for and purchase up to an additional 3,000,000 newly issued Shares (the “Option Shares”), to cover over-allotments, if any, which may be made by the Joint Bookrunners with the Additional Shares. See “The Offering—Stabilization and Greenshoe Option”. The Offer Shares will be represented by modifiable global certificates, which will be deposited with Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”). Interests in the Offer Shares will be credited on or about October 23, 2007 (the “Closing Date”) against payment therefor, to the accounts of investors through book-entry facilities of OeKB, Euroclear Bank S.A./N.V., as operator of the Euroclear System, (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Joint Bookrunners Deutsche Bank Raiffeisen Centrobank Goldman Sachs International Joint Lead Managers Deutsche Bank Raiffeisen Centrobank Goldman Sachs International Erste Bank Co-Managers Dresdner Kleinwort Landesbank Baden-Württemberg Raiffeisenlandesbank Niederösterreich-Wien Raiffeisenlandesbank Oberösterreich Raiffeisen-Landesbank Steiermark The date of this prospectus is October 5, 2007 This document comprises a prospectus for the purposes of the offer of the Offer Shares to the public in Austria and the listing of the Shares, except for the Registered 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 Austrian Capital Markets Act (Kapitalmarktgesetz) (the “Capital Markets Act”), and the Austrian Stock Exchange Act (Börsegesetz) (the “Stock Exchange Act”). This prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) (the “FMA”). 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 Shares (except for the Registered Shares), including the New Shares and the Option Shares, on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange, and will be filed with the filing office (Meldestelle) at Oesterreichische Kontrollbank Aktiengesellschaft 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 or the Managers. 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 the Group since the date hereof or that the information set out in this prospectus is correct as at any time since its date. The Managers make no representation or warranty, expressed 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 Managers. 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 Shares and which arises or is noted between the approval of the prospectus by the FMA and the earlier of the completion of the Offering and start of trading of the Shares on the Vienna Stock Exchange shall be mentioned in a supplement to the prospectus in accordance with Section 6 of the Capital Markets Act. This prospectus has been produced for the purpose of considering the purchase of the Offer Shares and to comply with the listing requirements of the Vienna Stock Exchange. In making an investment decision regarding the Offer Shares offered pursuant to this prospectus, investors must rely on their own examination of the STRABAG Group and the terms of the Offering, including, without limitation, the merits and risks involved. The Offering is being made solely on the basis of this prospectus. In connection with the Offering, Deutsche Bank AG (or an agent or affiliate of Deutsche Bank AG) will act as stabilization manager (in such capacity, the “Stabilization Manager”) on behalf of the Managers, and may over- allot or effect transactions with a view to stabilizing or maintaining the market price of the Shares at levels above those which might otherwise prevail in the open market for a period of 30 days after the date of commencement of trading in the Shares on the Vienna Stock Exchange (“Stabilization Measures”). Such transactions may be effected on the Vienna Stock Exchange, in the over-the-counter (“OTC”) market or otherwise. However, there is no obligation on the Stabilization Manager to do so. There is no assurance that such stabilization will be undertaken and, if it is, it may be discontinued at any time and in any event must be brought to an end 30 days after the date of commencement of trading in the Shares on the Vienna Stock Exchange (the “Stabilization Period”). See “The Offering—Stabilization and Greenshoe Option” for details of the Greenshoe Option granted to the Joint Bookrunners in connection therewith. Within one week after the end of the Stabilization Period, a notification will be published in the Official Gazette of the Wiener Zeitung (Amtsblatt zur Wiener Zeitung) (the “Official Gazette”) announcing whether any Stabilization Measures have been effected, the date on which Stabilization Measures were first effected and the date of the last Stabilization Measure, as well as the range of prices within which Stabilization Measures have been effected. In the event that the Greenshoe Option is exercised, the dates of the exercise as well as the number of the respective Shares will likewise be publicly announced. The distribution of this prospectus and the offer and sale of the Offer Shares offered hereby may be restricted by law in certain jurisdictions.