HOCHTIEF Annual report 2008 - Information for our Shareholders

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One focus of corporate governance activities during the year was the onward development of our compliance* program. Compliance with the law and internal guidelines is an essential management responsibility at HOCHTIEF. A Code of Conduct first adopted in 2002 has been supplemented in the meantime by a comprehensive set of rules, the compliance program. This is regularly reviewed and updated as necessary. All members of the workforce are called upon to take an active part in its implementation. The statutory requirements are explained in greater depth and in concrete terms in various Group directives and circulars.

Compliance activities during the year under review centered around fighting corruption. The Executive Board again made absolutely clear that it will not accept any corruption-related infringement. Breaches of the rules on fighting corruption are not tolerated in any way and trigger sanctions against the members of staff concerned.

Workforce training is provided on important aspects of the law and internal directives. Compliance officers are available to answer specific questions. Classroom-based training is supplemented with interactive e-learning programs, for example, on combating corruption. A key topic in this training is high-risk behavior (such as corruption or collusive bidding). As an additional element of its compliance activities, HOCHTIEF has now opened a whistle-blowing hotline alongside its existing ethics hotline. We have entrusted the running of the new hotline to an independent law firm. Both

lines are there for members of the Group's workforce to report breaches of the law or directives. Informants can remain anonymous if they wish.

The Supervisory Board's Audit Committee discussed the compliance program in its meeting of November 11, 2008 and noted it with approval.

Compensation report

The Compensation Report forms an integral part of the combined Management Report.

Executive Board compensation for the 2008 fiscal year

At the proposal of the Human Resources Committee, the full Supervisory Board decides on the Executive Board compensation system including its main contractual elements and reviews this system on a regular basis. Specifics regarding the amount of Executive Board compensation are decided by the Human Resources Committee.

Executive Board member compensation comprises a fixed annual salary supplemented by variable, performance-linked components. The fixed component constitutes basic compensation not linked to performance and is paid as a monthly salary; Executive Board members additionally receive supplementary compensation in the form of non-cash benefits. Non-cash benefits mostly comprise amounts to be recognized for tax purposes for private use of company cars and accident insurance.

Compensation for the 2008 [2007] fiscal year

(EUR thousand) Fixed compensation Performance-
linked compensation Non-cash benefits Total

Dr. Lütkestratkötter 785 (672) 807 (863) 16 (12) 1,608 (1,547)

Ehlers 523 (480) 538 (616) 24 (24) 1,085 (1,120)

Dr. Lohr 523 (453) 538 (582) 29 (29) 1,090 (1,064)

Dr. Noé 523 (480) 538 (616) 18 (18) 1,079 (1,114)

Dr. Rohr 523 (453) 538 (582) 25 (24) 1,086 (1,059)

Executive Board total 2008 2,877 (2,538)*** 2,959 (3,259)*** 112 (107)*** 5,948 (5,904)***