Strabag SE, Austria’s largest construction company and one of Europe’s leading players, is on the verge of a significant transformation. For years, the company has been dominated by its key shareholder, Hans Peter Haselsteiner, who has wielded considerable influence over its operations and strategic direction. However, a recent court ruling in Russia, involving Raiffeisen Bank International (RBI), could shift the balance of power within Strabag, potentially allowing RBI to transition from a passive shareholder to a strategic player with a more active role in the company’s future.

Haselsteiner has long been the central figure in Strabag’s governance. Over the years, he has consolidated his position, leveraging the geopolitical turmoil caused by the war in Ukraine to further strengthen his control. One of the three major partners in the company, including oligarch Oleg Deripaska through his company Rasperia, was effectively sidelined, denied dividends, removed from the board and subjected to share dilution from 27.4% to 24.1%. Meanwhile, RBI, another key shareholder, remained largely passive, unable to influence the company’s direction despite holding a significant stake. This imbalance has left Strabag’s governance structure skewed, with Haselsteiner being in control.

The latest twist in the story dates back to late 2023, when RBI planned to buy 24.1% of Strabag’s shares from Rasperia for €1.5bn. However, in April 2024 Deripaska sold Rasperia to a Russian company, Iliadis. In May, RBI dropped its bid for the Strabag stake after the US imposed sanctions on Rasperia and Iliadis and put pressure on RBI to drop the deal. 

Now RBI, through Raiffeisen Bank in Russia, must pay over €2bn to Rasperia, a Russian court in the western Russian exclave city of Kaliningrad has ruled. While the ruling initially appeared to be a setback for RBI, it has inadvertently created an opportunity for the bank to reassert itself within Strabag. Although the ruling is not enforceable in Austria, RBI has indicated its intent to pursue legal action in that country to recover Rasperia’s assets, including its Strabag shares and dividends, and the cash distribution from a capital reduction.

This could allow RBI to restore balance within Strabag’s shareholder structure. By gaining control over Rasperia’s stake, RBI would no longer be a passive investor but a strategic player capable of influencing the company’s direction. 

RBI has repeatedly said it wants to spin off its Russian business, yet three years into the war between Russia and Ukraine and little has changed. RBI appears to be delaying its exit plans, hoping that the full-scale military invasion of Ukraine ends before it is forced to succumb to sanctions pressure and withdraw from the country. Russia continues to be a crucial market for RBI, with its Russian operations generating €1.3bn in benefits in 2023 and €873mn in 2024. However, the billions of euros generated from these operations remain trapped in Russia and cannot be transferred to Austria, rendering them effectively unusable.

This development could also align with Austria's historical role in mediating economic relations between Russia and Europe, especially in the looming post-war period. As ceasefire talks between Russia and the US kicked off in Riyadh on February 18, the Austrian-controlled Strabag is eyeing opportunities in the post-conflict reconstruction efforts. 

If RBI acquires the stake in Rasperia, it could enhance Austria's strategic autonomy in the European construction industry and give Austria – and RBI in particular – an advantage in potential programmes worth billions of euros for rebuilding Ukraine after the war with Russia ends, a European banking industry expert said. 

Also using RBI's funds, currently frozen in Russia, to acquire the Strabag stake could allow Austria to regain control over a key industry without additional domestic expenditure. The share package, valued at €2bn, is close to the court-ordered damages when factoring in unpaid dividends and the strategic premium associated with securing a controlling interest. 

"While the court's decision imposes immediate financial obligations on RBI – though only using its funds currently frozen in Russia – it also presents a strategic opportunity to strengthen its position in the European construction industry and contribute significantly to regional reconstruction initiatives," a senior source in the European/Austrian banking sector said.