HOCHTIEF Annual report 2008 - Information for our Shareholders

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Corporate Governance

HOCHTIEF complies with all recommendations of the German Corporate Governance Code. In accordance with the Code, the Executive Board reports jointly on behalf of the Supervisory Board on corporate governance at HOCHTIEF.

Responsible, transparent management practices geared toward creating value in the long term have always been of great importance to HOCHTIEF. In March 2008, the Executive Board and Supervisory Board submitted the Compliance Declaration pursuant to Section 161 of the German Stock Corporations Act (AktG) showing that HOCHTIEF continues to comply with all recommendations of the German Corporate Governance Code.

HOCHTIEF has for a long time based its actions on nationally and internationally accepted standards for good and responsible corporate governance. For us, corporate governance is a benchmark that embraces all parts of the Company, and we are determined to continuously develop the way in which its principles are translated into practice. We are certain that good corporate governance is key to our Company's success.

Detailed information on the subject of corporate governance is available on our website*. The site contains both the current Compliance Declaration and those issued in the past. We also publish all of the Company's press releases and ad-hoc disclosures on our website.

Shareholders are continually alerted to important dates by the financial calendar published in our annual report and quarterly reports as well as on our website. Two annual meetings for analysts and investors are supplemented by telephone conferences when our quarterly results are published. It has long been standard practice at HOCHTIEF to make recordings of these conferences available on the corporate website.

While the annual General Shareholders' Meeting of HOCHTIEF is being prepared and taking place, the goal is to inform all shareholders in a prompt, comprehensive and effective manner. Prior to the General Shareholders' Meeting, the annual report and the meeting invitation provide shareholders with full information on the preceding fiscal year and all items on the agenda. All documents and information relating to the General Shareholders' Meeting are additionally made available together with the annual report on our website.

HOCHTIEF has a long-standing tradition of making it easy for shareholders to exercise their rights at General Shareholders' Meetings. They can vote in person, appoint a representative of their choice to vote on their behalf or authorize a Company-appointed proxy to vote according to instructions. Shareholders who are unable to attend a General Shareholders' Meeting can follow the entire proceedings in a webcast.

No conflict of interest involving members of the Executive Board or Supervisory Board has arisen requiring disclosure to the Supervisory Board. There were no material transactions between HOCHTIEF Aktiengesellschaft or any Group company and Executive Board members or persons close to them in the reporting period. No contracts were entered into between the Company and members of the Supervisory Board. As of December 31, 2007, there was no share ownership to report pursuant to Point 6.6 of the Code.

The Chairman of the Supervisory Board outlined the main points of the Executive Board compensation system and any changes to it at the General Shareholders' Meeting in May 2007. This will be repeated at the 2008 meeting.