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of preserving history.

When you care for and maintain heirloom furniture, you keep a piece of history in your living room. Restoring antiques in every detail is painstaking work. The rewards are values that last. And new memories for tomorrow.

A new face for time-honored structures: In Essen, Germany, HOCHTIEF Construction is restoring the old textile factory built in 1724. The result will be the “Uferpalais” on the Ruhr River, comprising 36 modern condominiums with state-of-the-art energy technology. Maintaining the historic structure is essential in this project: This land- mark is being redeveloped in close collaboration with the historic monuments authority. The entire facade will be preserved in its original form—the perfect synthesis of old and new.

+2&+7,()$NWLHQJHVHOOVFKDIWSUHVLGHVRYHU WKH+2&+7,()*URXSőVGLYLVLRQVDVDVWUDWHJLF PDQDJHPHQWKROGLQJFRPSDQ\+2&+7,() $NWLHQJHVHOOVFKDIWőVSURƂWVDUHWKHUHIRUHPRVWO\ GHWHUPLQHGE\QHWLQFRPHIURPSDUWLFLSDWLQJ LQWHUHVWVDVZHOODVE\UHYHQXHVDQGH[SHQGLWXUH UHODWLQJWRLWVIXQFWLRQDVDKROGLQJFRPSDQ\ The HOCHTIEF Aktiengesellschaft annual fi nancial state- ments were prepared in accordance with the German Commercial Code (HGB) and Stock Corporations Act (AktG) and have been given an unqualifi ed auditors’ report by auditors Deloitte & Touche GmbH Wirtschaftsprüfungs- gesellschaft. The 2008 Annual Financial Statements and Management Report of HOCHTIEF Aktiengesellschaft are published in the electronic Bundesanzeiger (Federal Offi - cial Gazette).

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In the separate financial statements for HOCHTIEF Aktiengesellschaft, profi t is primarily determined by net income from participating interests and by income and expenditure arising in its capacity as a hoding company. %DODQFHVKHHW

Due to its function as a holding company, HOCHTIEF Aktiengesellschaft’s balance sheet is dominated by fi nan- cial assets and receivables from affi liated companies. These represent 68.5 percent of total assets, compared with 71.9 percent in 2007.

HOCHTIEF Aktiengesellschaft’s subscribed capital of EUR 179.2 million is divided, as in previous years, into 70,000,000 no-par-value shares. Following purchases of the Company’s own shares, an amount of EUR 186.9 million—equal to the carrying amount of the treasury stock—was reclassifi ed in accordance with statutory requirements from other revenue reserves to the reserve for own stock. Shareholders’ equity equaled 40.1 percent of total assets, versus 46.4 percent in 2007. +2&+7,()$NWLHQJHVHOOVFKDIW%DODQFH6KHHW 6XPPDU\ (EUR million) 'HF 2008 Dec. 31, 2007 )L[HGDVVHWV

Intangible assets and property,

plant and equipment 42.7 45.9

Financial assets 1,853.9 1,515.0

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Inventories, receivables and other assets, and prepaid ex-

penses 908.7 985.3

Cash and cash equivalents,

and marketable securities 905.0 648.2

7RWDODVVHWV Shareholders’ equity 1,489.4 1,482.4 Provisions 388.7 438.5 Liabilities 1,832.2 1,273.5 7RWDOOLDELOLWLHV +2&+7,()$NWLHQJHVHOOVFKDIW6WDWHPHQWRI(DUQLQJV 6XPPDU\ (EUR million) 2008 2007 Sales 195.0 150.4

Changes in the balance of

construction work in progress 0.7 (0.4)

Other operating income 95.4 379.8

Materials (116.9) (96.7)

Personnel costs (83.2) (99.7)

Depreciation and amortization (6.2) (7.5) Other operating expenses (112.8) (136.4) Net income from fi nancial assets 182.8 44.6

Net interest income (17.5) 8.4

Writedowns on fi nancial assets and

marketable securities (35.1) (205.2)

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Income taxes (4.3) (1.9)

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Net profi t brought forward 32.6 4.6

Changes in revenue reserves (32.5) 83.6

Liabilities include EUR 200 million in promissory note loans (Schuldscheindarlehen) granted in 2004 with an original term of five years and a five percent coupon. Two further promissory note loans were taken out on July 4, 2008, comprising one for a nominal amount of EUR 200 million and a term of five years and one for a nominal amount of EUR 50 million and a term of seven years. The coupon on both is equal to six-month EURIBOR plus an appropriate margin. Also included is EUR 477 million in drawings on a EUR 600 million syndicated revolving credit facility. HOCHTIEF Aktiengesellschaft’s net profit before changes in reserves for 2008 was EUR 97.9 million. In accordance with the resolution of the General Shareholders’ Meeting of May 8, 2008, EUR 32.5 million of the 2007 net profit be- fore changes in reserves was transferred to revenue re- serves. Including profit carried forward from the previous year (EUR 32.6 million), unappropriated net profit comes to EUR 98 million.

([HFXWLYH%RDUGSURSRVDOIRUWKHXVHRIQHWSURƂW The Executive Board and Supervisory Board propose a resolution on the use of net profit as follows:

The unappropriated net profit of HOCHTIEF Aktiengesell- schaft for fiscal 2008 in the amount of EUR 98,000,000.00 will be used to pay a dividend of EUR 1.40 per eligible no- par-value share, and the amount of the dividend that would have been payable on non-eligible shares, amounting to EUR 9,799,584.20, will be carried forward.

The dividend is payable on the day following the General Shareholders’ Meeting.

The number of eligible shares may change by the date of the General Shareholders’ Meeting. In this event, a revised proposal for the appropriation of net profit will be submit- ted to the General Shareholders’ Meeting, leaving the divi- dend unchanged at EUR 1.40 per eligible no-par-value share.

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As in the previous year, HOCHTIEF Aktiengesellschaft’s subscribed capital of EUR 179,200,000 is divided into 70,000,000 no-par-value shares. Each share accounts for EUR 2.56 of capital stock.

The capital reserve contains premiums received when new stock is issued by the Company.

The Executive Board is unaware of any restrictions on voting rights or transfers of securities.

CARIÁTIDE S.A., Avda. Pio XII n° 102, 28036 Madrid, Spain, gave notice with reference to Section 21 (1) of the German Securities Trading Act (WpHG) that its share of voting rights in HOCHTIEF Aktiengesellschaft was 25.08 percent on April 24, 2007. Identical notification was given by ACS, Actividades de Construcción y Servicios, S.A., Avda. Pio XII n° 102, 28036 Madrid, Spain, together with notice that the voting rights concerned are held by CARIÁTIDE S.A. and are attributable to ACS by virtue of its ownership interest in CARIÁTIDE S.A. under Section 22 (1) 1 of the German Securities Trading Act.

There are no shares with special control rights. The Execu- tive Board is not aware of any employee shares where the control rights are not exercised directly by the employees. Statutory rules on the appointment and replacement of Executive Board members are contained in Sections 84 and 85 and statutory rules on the amendment of the Articles of Association in Sections 179 and 133 of the German Stock Corporations Act (AktG). Under Section 7 (1) of the Com- pany’s Articles of Association, the Executive Board com- prises at least three individuals. Section 23 (1) of the Arti- cles of Association provides that resolutions of the General Shareholders’ Meeting require a simple majority of votes cast unless there is a mandatory requirement stipulating a different majority. In instances where the Act requires a majority of the capital stock represented at the time of the resolution in addition to a majority of votes cast, Section 23 (3) of the Articles of Association provides that a simple

majority will suffice unless there is a mandatory require- ment stipulating a different majority.

Pursuant to Section 4 (5) of the Articles of Association, the Executive Board is authorized subject to Supervisory Board approval to increase the capital stock by issuing new no-par-value bearer shares for cash or non-cash considera- tion in one or more issues up to a total of EUR 53,760,000 by or before May 17, 2010 (Authorized Capital I). Detailed provisions are contained in the stated section of the Arti- cles.

Pursuant to Section 4 (4) of the Articles of Association, the Company’s capital stock has been conditionally increased by up to EUR 38,400,000 divided into up to 15,000,000 no-par-value bearer shares (conditional capital). Detailed provisions are contained in the stated section of the Arti- cles.

Authorization to repurchase shares:

The Company is authorized by resolution of the General Shareholders’ Meeting of May 8, 2008 to repurchase its own shares in accordance with Section 71 (1) 8 of the Ger- man Stock Corporations Act (AktG). The authorization ex- pires on November 7, 2009. It is limited to ten percent of the capital stock at the time of the General Shareholders’ Meeting resolution, with the quantity of shares able to be acquired by the use of call options limited to a maximum of five percent of the capital stock at the time of the reso- lution. The authorization can be exercised directly by the Company or by third parties engaged by the Company and allows the share repurchase to be executed in one or more installments covering the entire amount or any fraction. The repurchase may be effected through the stock ex- change or by public offer to all shareholders, or by the issue to the shareholders of rights to sell shares or by the use of call options. The conditions governing the repur- chase are set forth in detail in the resolution.

By resolution of the General Shareholders’ Meeting of May 8, 2008, the Executive Board is authorized, subject to Su- pervisory Board approval, in the event of a sale of repur- chased shares effected by way of an offer to all sharehold- ers, to issue subscription rights to the shares to holders

of any warrant-linked and/or convertible bonds issued by the Company or by any subordinate Group company. The Ex- ecutive Board is also authorized, subject to Supervisory Board approval, to sell repurchased shares other than through the stock exchange and other than by way of an offer to all shareholders provided that the shares are sold for cash at a price not substantially below the current stock market price for Company shares of the same class at the time of sale.

The HOCHTIEF Aktiengesellschaft Executive Board is authorized, subject to Supervisory Board approval and the conditions set out in the following, to offer and transfer repurchased shares other than through the stock exchange and other than by way of an offer to all shareholders. Such transactions may take place in the course of acquisitions of business enterprises in whole or part and in the course of mergers. They are also permitted for the purpose of ob- taining a listing for the Company’s shares on foreign stock exchanges where it is not yet listed. The shares may also be offered for purchase by employees or former employ- ees of the Company or its affiliates. Holders of warrant-linked and/or convertible bonds which the Company or a Group company subordinate to it issues or has issued under the authorization granted at the General Shareholders’ Meet- ing of May 18, 2005 (agenda item 10) may also be issued with the shares upon exercising the warrant and/or con- version rights and/or obligations attached to the bonds. Shareholders’ statutory subscription rights to such shares are barred pursuant to Sections 71 (1) 8 and 186 (3) and (4) of the German Stock Corporations Act (AktG) to the ex- tent that the shares are used in exercise of the authoriza- tions set out above.

The Executive Board is also authorized, subject to Super- visory Board approval, to retire repurchased shares with- out a further resolution of the General Shareholders’ Meet- ing being required for the share retirement itself or its execution.

The conditions governing awards of subscription rights and the sale, transfer and retirement of treasury stock are

set forth in detail in the General Shareholders’ Meeting resolution.

On October 24, 2007, HOCHTIEF Aktiengesellschaft and a syndicate of international banks signed a long-term global revolving guarantee facility for a total of EUR 2 billion and renegotiated both an earlier revolving credit facility for a total of EUR 600 million and an earlier revolving guarantee facility for a total of EUR 291.5 million. The three facilities have substantively identical change-of-control provisions. Lenders may each withdraw from their credit exposure subject to satisfaction of an agreed condition precedent if negotiations with the borrower to continue the facility have failed, such negotiations having given consideration to the credit standing of the company taking control, the risk of any change in corporate strategy and the risk of the lend- ers being restricted in any way in provision of the facilities. The condition precedent is satisfied if a party, or group of parties acting in concert, secures control of the borrower within the meaning of Section 29 (2) of the German Securi- ties Acquisition and Takeover Act (WpÜG). Lenders may give notice of termination of their credit exposure within 70 days of it becoming known to HOCHTIEF Aktiengesell- schaft that the condition precedent has been satisfied, subject to a minimum of ten days to consider the options available.

HOCHTIEF Aktiengesellschaft signed two EUR 100 million promissory note loan agreements (Schuldscheindarlehen)— one each with two separate banks—on May 24, 2004. Each of the loan agreements and the loans extended under them can be terminated without notice by the respective creditor if at least 50 percent of HOCHTIEF Aktiengesell- schaft’s capital stock is taken over by, or control of HOCHTIEF Aktiengesellschaft is otherwise transferred to, one or more other business enterprises.

HOCHTIEF Aktiengesellschaft signed a EUR 50 million global revolving credit facility with a German bank on July 8, 2008. If there is a change of control, the credit facility can be terminated after 60 days unless agreement has been reached on its continuation. A change of control is defined

in this context as any party, or group of parties acting in concert, acquiring control of the borrower, where the party or parties were not shareholders in the borrower when the facility was signed. Criteria to be considered in negotia- tions to continue the facility are the acquirer’s credit stand- ing, the risk of any change in corporate strategy and all other legitimate interests of the lender.

HOCHTIEF Aktiengesellschaft signed two promissory note loan agreements (Schuldscheindarlehen) for EUR 50 mil- lion and EUR 200 million with a German bank on July 4, 2008. If there is a change of control, HOCHTIEF Aktien- gesellschaft must repay the loan early unless lender and borrower reach agreement on its continuation within 60 days of announcement of the change of control and the lender does not demand early repayment within ten days of the 60-day period expiring. A change of control is de- fined in this context as a party, or group of parties acting in concert within the meaning of Section 30 (2) of the Ger- man Securities Acquisition and Takeover Act (WpÜG), se- curing control of HOCHTIEF Aktiengesellschaft within the meaning of Section 29 (2), WpÜG.

On October 23, 2007, HOCHTIEF Aktiengesellschaft signed a general counter indemnity with four US surety compa- nies to secure a USD 5 billion bonding line provided by the surety companies. The general counter indemnity contains a change-of-control provision giving them the right, if an agreed condition precedent is satisfied, to require HOCHTIEF Aktien- gesellschaft to submit up to USD 500 million in cash by way of security. The condition precedent is satisfied if a party, or group of parties acting in concert, acquires in total 30 percent or more of all shares in HOCHTIEF Aktien- gesellschaft or otherwise secures control of HOCHTIEF Aktiengesellschaft within the meaning of Section 29 (2) of the German Securities Acquisition and Takeover Act (WpÜG). The security payment must then be made within 30 bank working days of notification that it is required. Through subsidiaries, HOCHTIEF Aktiengesellschaft indi- rectly holds an ownership interest—as general partner, trading as HOCHTIEF AirPort Capital Verwaltungs GmbH

& Co. KG—in HOCHTIEF AirPort Capital GmbH & Co. KGaA, a limited partnership with share capital. This ownership interest is governed by a shareholders’ agreement under which the limited-liability shareholders are entitled in spe- cific contingencies to purchase all ownership interests in the general partner. The first such contingency arises, de- pendent upon who the purchaser is, in the event that a company acquires the majority of the shares or voting rights in or otherwise secures control of HOCHTIEF Aktiengesell- schaft or serves as a trustee for such voting rights or con- trol mechanisms. The second contingency arises in the event that a third party acquires more than half of the shares or voting rights in HOCHTIEF Aktiengesellschaft or other- wise secures control of HOCHTIEF Aktiengesellschaft and, within nine months of the acquisition becoming known, more than half of the key personnel or at least three indi- viduals among the key personnel leave HOCHTIEF AirPort GmbH.

HOCHTIEF PPP Solutions GmbH has sold stakes in two Chilean toll road project companies. Under the contract of sale, the seller is obliged in certain circumstances to pro- vide the buyer with a guaranteed present value greater than the purchase price. HOCHTIEF Aktiengesellschaft has furnished a guarantee for the seller’s obligations. A change of control at HOCHTIEF Aktiengesellschaft is consequently one of the circumstances that trigger the guaranteed pres- ent value obligation. The contract defines a change of control as when a party, or group of parties acting in concert, secures control of HOCHTIEF Aktiengesellschaft within the meaning of Section 29 (2) of the German Securities Acqui- sition and Takeover Act (WpÜG).

Under the terms of the liability insurance taken out by HOCHTIEF Aktiengesellschaft, the insurer has a right to alter the premiums and conditions in the event of a take- over of the Company. The terms of the D&O insurance taken out by HOCHTIEF Aktiengesellschaft provide for a limitation of insurance cover if another company or other third party gains control of HOCHTIEF Aktiengesellschaft. In such an event, the insurance solely covers claims relating

to breaches of obligations committed before the third party gained control.

Above and beyond the mandatory disclosures under Sec- tions 289 (4) 8 and 315 (4) 8 of the German Commercial Code, other Group companies are party to further agree- ments that are conditional upon a change of control. The following is an abridged and nonexhaustive presentation: A change of control at HOCHTIEF AirPort GmbH would have various legal consequences. In particular, such a change of control may trigger sale or purchase obligations relating to ownership interests held by HOCHTIEF AirPort GmbH. In the PPP segment, project contracts frequently accord the client substantial rights that make it difficult to effect a change of ownership structure in the project company.

If shareholders obtain control of HOCHTIEF Aktiengesell- schaft as defined in Sections 29 and 30 of the German Securities Acquisition and Takeover Act (WpÜG), all mem- bers of the Executive Board in office in the year concerned are entitled—under agreements entered into with them before 2008—to resign from office and simultaneously ter- minate their contracts at six months’ notice. The members of the Executive Board are each similarly entitled in the event of other takeover-like contingencies specified in their contracts (including, among other things, the obtaining of a majority of voting rights at general shareholders’ meetings). Executive Board members also have such a right if con- fronted by sustained and substantial pressure from share- holders demanding that they resign or take specific action which the members concerned are unable to reconcile with their personal responsibility for the exercise of office. In the event that their contracts are terminated by notice, terminated by mutual agreement or expire within nine months following a takeover, the departing Executive Board mem- bers receive in compensation for termination of their con- tracts a severance award equaling two-and-a-half years’