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1 Annual Report 2011 Toward the future. With solutions from HOCHTIEF. HOCHTIEF Annual Report 2011 Turning Vision into Value.

2 Contents Information for Our Shareholders Letter from the CEO... 8 Report of the Supervisory Board Executive Board Boards Corporate governance HOCHTIEF stock Group Management Report Group Situation Business activities and Group structure Markets and operating environment Orders and work done in Strategy Sustainability Research and development Employees Procurement Measuring return on capital: Return on net assets Value added Financial Statements and Notes Contents of the HOCHTIEF Group consolidated financial statements Consolidated statement of earnings Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of cash flows Consolidated statement of changes in equity Responsibility statement Auditors report Financial Review Financial review HOCHTIEF Aktiengesellschaft (holding company): Financial review Explanatory report of the Executive Board Segment Reporting Segment reporting Corporate divisions: HOCHTIEF Americas HOCHTIEF Asia Pacific HOCHTIEF Europe HOCHTIEF Concessions Risk Report, Forecast and Postbalance-sheet Events Risk report Looking ahead: Outlook and opportunities Forward-looking statements Post-balance-sheet events Declaration on corporate governance Notes to the Consolidated Financial Statements Accounting principles Explanatory notes to the consolidated statement of earnings Explanatory notes to the consolidated balance sheet Other disclosures Further Information Index Glossary Five year summary Publication details and credits Financial calendar

3 Our Company at a Glance in 2011 HOCHTIEF Aktiengesellschaft Corpo HOCHTIEF Americas Division HOCHTIEF Asia Pacific Division The HOCHTIEF Americas division combines the activities of HOCHTIEF s companies in the US and Canada. Through its subsidiary Turner, HOCHTIEF has firmly established itself as the leading general builder in the USA, the world s largest construction market. Turner holds the lead position in the high-growth segments of healthcare and education as well as in the green building segment. Consolidating its presence in North America, HOCHTIEF acquired the civil engineering company Flatiron in Ranking among the top ten providers in US transportation infrastructure construction and undertaking projects in the USA and Canada, Flatiron is the ideal addition to our construction services portfolio. Flatiron also gives HOCHTIEF a foundation on which to build its activities in the growth segment of public-private partnership infrastructure projects. E.E. Cruz and Company joined the HOCHTIEF Group in Further enhancing our position in the growing market for US infrastructure projects, E.E. Cruz specializes in heavy construction projects in the New York metropolitan area. The HOCHTIEF Asia Pacific division coordinates our activities in the Asia-Pacific region. HOCHTIEF holds the leading position in the Australian market through its majority share in the Leighton Group. Capabilities include construction, contract mining, operations and maintenance, and development services in the infrastructure, resources and property markets. Our Australian subsidiary operates through Leighton Contractors, Thiess, John Holland, and Leighton Properties in Australia, through Leighton Asia in Hong Kong and Southeast Asia, and through Leighton Middle East and Africa in the Gulf region and in Africa. Leighton is among the leading operators and managers in contract mining. It is also one of the industry leaders in infrastructure construction. This includes roadbuilding works alongside contracts for the water and energy industry. Building from a strong base in its home market of Australia, Leighton is expanding construction service activities in selected Asian countries, the Gulf region, and Africa. In November 2011, our subsidiary Turner purchased a majority stake in Clark Builders, Canada, effective January 1, Clark Builders specializes in the construction of administration, commercial and education buildings together with sports facilities in western and northern Canada. The acquisition enables us to benefit even more fully from the growth in Canadian building construction. *For further information on the HOCHTIEF divisions, please see 3 Annual Report 2011

4 rate Headquarters (management holding company)* HOCHTIEF Europe Division HOCHTIEF Concessions Division The HOCHTIEF Europe division oversees the Group s business in Europe and other high-growth regions around the world under the leadership of HOCHTIEF Solutions AG. The company designs, develops, builds, operates, and manages infrastructure projects, real estate, and facilities. Capabilities include real estate development, building construction together with civil and structural engineering, logistics services, property and asset management, and services provided through our facility and energy management units. HOCHTIEF Solutions focuses on lucrative growth markets such as energy and transportation infrastructure along with highquality real estate. We provide clients with cutting-edge, onestop solutions based on above-average quality standards. HOCHTIEF Solutions pools our expertise in design, development, construction, and services to maximize added value for clients. In many segments and regions, the company ranks among the market and innovation leaders. HOCHTIEF Concessions AG combines HOCHTIEF AirPort GmbH and HOCHTIEF PPP Solutions GmbH and is one of the world s leading industrial infrastructure investors. The two subsidiaries have a long and successful track record in developing and undertaking concessions and operation projects in the airports, roads, and social infrastructure segments. HOCHTIEF AirPort manages airports all over the world. As well as looking after the Group s interests in Athens, Budapest, Düsseldorf, Hamburg, Sydney, and Tirana airports, the company is also general manager in charge of developing holdings in the investment partnership HOCHTIEF AirPort Capital GmbH & Co. KGaA. The portfolio airports served a total of 94.7 million passengers in HOCHTIEF PPP Solutions designs, finances, builds, and operates infrastructure projects in the public building, road transportation, and renewable energy segments on a public-private partnership (PPP) basis. At the end of 2011, the portfolio included eight roads with a total length of around 800 kilometers, 111 schools and training centers, over 20 public administration and public safety facilities in Germany, the UK, Ireland, and Canada, as well as two German geothermal energy projects. Our company at a glance 4 Annual Report 2011

5 Turning Vision into Value HOCHTIEF is one of the leading international providers of construction-related services. We deliver integrated services for infrastructure projects, real estate, and facilities. Thanks to its global network, HOCHTIEF is on the map in all the world s major markets. We believe in sustainable growth and take on responsibility. HOCHTIEF offers a portfolio comprising the three modules developing, building, and operating. Our well-coordinated capabilities allow us to offer clients premium quality and solutions individually tailored to their needs. Our company s expert staff create value for clients, shareholders, and HOCHTIEF alike. We stand out in the market with our innovative, unique solutions: We attach great importance to a partnership-based approach in all our dealings with clients, subcontractors, and other stake - holders. In-house collaboration as well as the close-knit crosslinking of our companies generate synergies and open up new perspectives for the Group. HOCHTIEF delivers tailor-made solutions to the societal challenges of our time. A great many examples can be found in the photo spreads in our Annual Report. Annual Report

6 The challenge: Sustainable infrastructure for dependable energy supplies Our solution: Development, construction, and operation of offshore wind farms

7 The result: You ve got the power. Wherever and whenever you need it. Information for Our Shareholders HOCHTIEF focuses on tapping into the potential inherent in expanding and transforming energy infrastructure across the globe. What s required are power plants that generate energy from renewable sources, storage systems for the energy generated from these alternative sources, and supply networks to transport this energy to consumers. That s a tall order and HOCHTIEF is the ideal partner to fill it. How? We have established our position in the expanding offshore wind power market, for example, and we participate in numerous projects. That also entails investing in the development of our own special-purpose equipment, such as the Thor jack-up platform used in installing wind turbines (see also page 65).

8 Information for Our Shareholders Dr. Frank Stieler, Chairman of the Executive Board (CEO) I am delighted to report to you today for the first time as Chairman of the Executive Board on HOCHTIEF s 2011 fiscal year. Let me begin on a personal note. Although 2011 was certainly not an easy year, I take great pleasure in performing my new role. HOCHTIEF is a fascinating company with great development potential and highly competent and motivated employees. My thanks go first and foremost to them for their dedication and commitment was an eventful year for HOCHTIEF and a year of transition. Rarely has so much changed in our company. With ACS, we once again have a major shareholder. There were many changes on the Executive Board, Supervisory Board, and Group Works Council. This gives us the opportunity to tackle the challenges ahead with renewed energy. The Supervisory Board supports our plans. ACS is a very active shareholder, with whom we enjoy a constructive exchange of ideas. We treat changes as opportunities to advance our company. The year under review was shaped by stability in our operating business as much as by nonrecurring items needed to deal with inherited issues. Despite all the obstacles, we have managed to position HOCHTIEF in attractive markets all over the world as well as in highgrowth segments. Following strong new orders in the fourth quarter of 2011, the order backlog and work done exceeded the levels of record year The very high order backlog gives our company a forward order book of more than 22 months. By contrast, profit before taxes fell to a pre-tax loss of EUR 127 million due to nonrecurring items that we were unable to fully offset, and we had to report a consolidated net loss of EUR 160 million. We were confronted with developments, the full extent and consequences of which were not foreseeable at the start of the reporting year, and which had a negative impact on our balance sheet: In the first half of 2011, our Australian subsidiary Leighton had to take charges on two major projects. Impairment testing on the carrying amount of the investment in Habtoor Leighton Group in Dubai resulted in recognition of an additional impairment loss. Combined, these effects resulted in a collapse in earnings at Leighton. We took the following action: The events led to a change in the company s management. The Group s risk management system was carefully reviewed. The main weaknesses have been dealt with. The business of the Habtoor Leighton Group has been realigned. In addition, turmoil on the financial markets and massive economic problems in Greece coupled with uncertainty about the country s future development have impacted on negotiations for the sale of our airport activities and prevented us from concluding the transaction. We are still committed to selling the airport stakes, but are unable to say when the transaction will take place. Until it does, we continue to profit as we have been from the good business development at our airports. Of course, we are not happy with the earnings figures for However, HOCHTIEF s operational strength is yet again plain to see: Our HOCHTIEF Americas division had a successful fiscal year. Turner confirmed its leading role in a number of segments of the US building construction market. With its majority share in the Canadian construction company Clark Builders through Turner, HOCHTIEF is strategically expanding its portfolio in North America. Our subsidiary Flatiron received orders in the USA and Canada for various transportation and infrastructure projects. The HOCHTIEF Asia Pacific division resumed successful operating performance in the second half of We therefore anticipate that the Leighton Group will return to its former strength in 2012, thanks to the many projects won in Australia and Asia in the reporting year, for instance, in the infrastructure and contract mining segments. 8 Annual Report 2011

9 Information for Our Shareholders The new HOCHTIEF Europe division brings together the development, design, construction, and operation of infrastructure projects, real estate and facilities under the umbrella of HOCHTIEF Solutions AG. The first quarter of 2012 has also seen the integration of our public-private partnership activities in the division, thereby completing the restructuring process which began in The division s operational units received a large number of orders in the reporting year for the development and construction of residential properties, office real estate, and nursing care facilities as well as urban districts. We similarly achieved good project results in the infrastructure segment and increased our presence in the expanding market segment of offshore wind farms. We are taking over the facility and energy management for a number of clients as a long-term partner. HOCHTIEF Concessions was also significantly affected by nonrecurring factors. While the airports business performed very well, the Greek and Chilean toll road projects impacted on the consolidated results. With the exception of Athens International Airport, our six airport holdings recorded growth in passenger numbers. In the social infrastructure segment, subsidiary HOCHTIEF PPP Solutions secured further orders to develop, build, and subsequently operate schools and daycare facilities in Germany and the UK. In the roads segment, we have commenced work on expanding the A8 expressway between Ulm and Augsburg. HOCHTIEF is well prepared to meet the challenges of the future. As a global construction services provider, we are ideally positioned with our divisions for the markets in Europe, the Americas, and Asia. Our extensive service portfolio, our technical expertise, and our decades of experience pave the way for HOCHTIEF s ongoing business success. In fiscal 2012, we expect to generate, from our operating business, both profit before taxes and consolidated net profit slightly below the record levels set in The events of the reporting year also impacted on HOCHTIEF stock. After the positive trend at the end of 2010, the price fell by almost EUR 19 (30 percent) over the course of 2011, closing the year at EUR However, the majority of analysts remain upbeat about HOCHTIEF s performance over the medium and long term. Confidence in our potential is bolstered by HOCHTIEF s continued top credit standing. Our financial strategy remains value-driven and conservative, with a strong equity base and clear profitability targets in capital investment at its heart. It is my firm conviction that an investment in HOCHTIEF is a very good choice, and you will profit from our company s successes again in the future. Thank you for your confidence. I will be pleased to see you stay loyal to us and continue to support us on the way ahead with HOCHTIEF. We are confident the way is now clear for new successes with our strategy. The motto of this report encapsulates it perfectly: Toward the future. With solutions from HOCHTIEF. Our products and services help to master the challenges facing society today. To this end, we have developed viable business models and are focusing on three strategic growth areas: creating sustainable energy infrastructure, shaping major cities, and building state-of-the-art transportation infrastructure. These areas continue to grow even in times of crisis and offer HOCHTIEF excellent opportunities. Essen, February 28, 2012 Dr. Frank Stieler Annual Report

10 Information for Our Shareholders Report of the Supervisory Board Manfred Wennemer, Chairman of the Supervisory Board Throughout fiscal year 2011, the Supervisory Board performed the tasks required of it by law, under the Company s Articles of Association, and under the Supervisory Board s Code of Procedure. The Supervisory Board regularly advised and continuously oversaw the Executive Board in its management of the Company and was involved in all decisions of fundamental importance. The Executive Board provided the Supervisory Board with regular written and verbal reports containing timely and comprehensive information on the key aspects of business performance, significant transactions, and the current results of operations, including information on the risk position and risk management. In the reporting period, the Supervisory Board held four ordinary meetings, four extraordinary meetings, and its constitutive meeting following the election of the new shareholder representatives by the General Shareholders Meeting. All members of the Supervisory Board have attended at least half of the meetings during their term in office. The Supervisory Board passed the resolutions required by law or the Articles of Association, with decisions taken on the basis of the detailed reports and proposed resolutions submitted by the Executive Board. The Executive Board also reported on particularly significant projects and transactions outside of meetings. If necessary, decisions were taken by way of a circular resolution. The Chairman of the Supervisory Board was in constant contact with the Chairman of the Executive Board, enabling events of exceptional importance for the position and development of the Group to be discussed immediately. The effects of the global financial market crisis with its new European dimension were once again a central topic of discussion. Beyond the macroeconomic situation, the Supervisory Board turned its attention to the specific effects of the European financial crisis in Greece (assessment of possible risks on road construction projects), the related delays to the sale of the airport unit, and market conditions in the USA and Australia/ Asia, including the impact of the natural disasters in Australia and the crisis in Japan (Fukushima). In spite of these negative developments, the Group reported strong order books, with movements in the exchange rate of the euro, the US dollar, and the Australian dollar being significant factors at play here. In this context, the Supervisory Board welcomed the negotiation at in some cases better terms of the new credit facilities totaling EUR 2 billion, which ensure the Group s liquidity into With a view to becoming more independent of crisisscale developments, one central topic covered in the course of the strategy discussion was the expansion of the Group s position in regional growth markets and the focus on growing technology segments. A majority interest was acquired in Clark Builders in Canada (strong economic growth, booming construction sector), HOCHTIEF continues to pursue its existing interests in projects worth billions in the Gulf states, and new projects were won in selected countries in the Asia-Pacific region. In the coming years, HOCHTIEF is set to benefit from long-term trends (particularly projects related to transforming energy supplies, shaping major cities, and developing transport). The Supervisory Board also devoted attention to the Group s restructuring, the streamlining of its units, as well as the increased cooperation and tighter exchange of experience across continents (ability to withstand individual economic slumps, competitive advantages). 10 Annual Report 2011

11 Information for Our Shareholders As in previous years, margins and competition analyses were a focal point of discussion, viewed against the background of the different business models in the USA (construction management), Australia (contract mining segment), and Europe (original construction business). One key topic in this context was the structure of the medium-term corporate planning with its integrated strategy and financial planning process as well as valuebased management parameters such as RONA. The first half of the year through to the General Shareholders Meeting was dominated by the completion of the takeover offer from ACS Actividades de Construcción y Servicios, S.A. (ACS). ACS has now increased its direct interest to just under 50 percent. The fresh election and restructuring of the Supervisory Board, in particular the nomination of candidates for election by the General Shareholders Meeting, and the changes on the Executive Board (Chairman of the Executive Board: Dr. Stieler; severance agreement: Dr. Lütkestratkötter), including as a result of the exercise of termination rights under change-of-control clauses (Dr. Lohr, Dr. Noé; second half of the year: Dr. Rohr; new appointment: Mr. Sassenfeld) and the signing of settlement agreements due to possible claims arising from retention plans with Dr. Lütkestratkötter, Dr. Lohr, Dr. Noé, and Dr. Rohr, were key issues in this context. The Supervisory Board dealt in detail with the Executive Board compensation system, simplifying and changing it significantly. Exchange rate movements and their impact on key figures were a recurring topic of discussion in the HOCHTIEF Americas division. As a result of the weakening of the US dollar compared with the previous year, the exchange rate had tangible negative effects on the principal key figures despite encouraging increases in new orders, work done, as well as divisional and external sales in US dollars. Operating earnings and profit before taxes are significantly higher year on year and therefore also contribute to an improvement in margins even though the positive market trend expected in the USA in the second half of the year failed to materialize. The Supervisory Board was supportive of Turner s acquisition of a majority interest in Canadian construction company Clark Builders. Clark Builders has a nationwide expansion strategy and together with Turner intends to tap the potential in the Canadian construction market. Flatiron s cooperation with HOCHTIEF Solutions on tunnel construction and with Dragados (an ACS subsidiary) in joint ventures made encouraging progress. The results of civil engineering company E.E. Cruz beat the forecasts contained in the business plan in The Supervisory Board also dealt with the different business models (construction management/self performer) and the need in the USA to change the composition of the consortium that provides the guarantee facilities due to ACS s increased equity interest in HOCHTIEF. A key topic of discussion in the HOCHTIEF Asia Pacific division was the profit warning issued by Leighton Holdings Limited (LHL) in the first quarter and the resulting need for a capital raising. The profit warning was the result of additional costs on the Brisbane Airport Link and Victorian Desalination Plant projects as well as the impairment loss on the shares in the Habtoor Leighton Group. The investigation by the Australian regulatory authority, the ASIC (timing of the financial market report on additional costs), also received attention. In the third quarter, LHL returned to profit. It is encouraging to see that, in light of the substantial order backlog and the still excellent market prospects in the Asia-Pacific region, LHL expects to continue performing well, especially in the commodity segment. Further topics of discussion included Leighton s activities in the Middle East (Habtoor Leighton Group) and India, the performance of the companies there, and the future market outlook. Not least of all, the Supervisory Board looked positively on the restructuring of the management and the board lineup at Leighton, which had been necessitated by the events. Annual Report

12 Information for Our Shareholders The Supervisory Board devoted particular attention and consideration to the disposal activities in the HOCHTIEF Concessions division. The plan here had been to sell the entire division, but in the course of the year it was scaled back to disposing of HOCHTIEF AirPort GmbH. The diverse nature of activities was not attractive to potential buyers. The option of a stock market flotation was also abandoned in view of the situation on the financial markets in the second half of As the transaction could not be completed in 2011, the activities in connection with the sale are being continued in From an operational standpoint, the airports segment saw a rise in total passenger numbers at the airports; only at Athens Airport was there a decline in numbers. The Supervisory Board also discussed developments in the roads segment, where the economic crisis in Greece was a factor in the Maliakos-Kleidi and Elefsina-Patras-Tsakona toll road projects performing significantly less favorably than planned. The Supervisory Board s aim was to ensure that long-term solutions are found in the course of the negotiations with the Greek government. In order to foster synergies within the Group and make it easier to sell the airport unit, the Supervisory Board approved the transfer of the infrastructure/ PPP activities to HOCHTIEF Solutions AG. As in the previous year, the Supervisory Board devoted attention in the HOCHTIEF Europe division to the implementation of the restructuring of business activities in Europe, in doing so discussing the performance of building construction operations in Germany and possible risks in project development, although at HOCHTIEF these are mitigated by high pre-marketing rates. The expansion of new business areas, particularly offshore activities (wind farms) and possible plans in the renewable energy sector, was discussed at length. Overall, the Supervisory Board supported the strategy of continuing to focus HOCHTIEF Europe on high-margin markets and optimizing the way in which it is organized. The topics covered in the regular reports included the Elbe Philharmonic Hall project in Hamburg, the execution of the Rheinhallen project in Cologne, and the encouraging performance from aurelis Real Estate, where disposals are scheduled to take place before 2012 is out. At the end of the year, the Supervisory Board also turned its attention to the succession arrangements for the Executive Board of HOCHTIEF Solutions AG, from which two members stepped down under existing change-of-control clauses. As in previous years, the Supervisory Board kept abreast of claims and variation orders, the ongoing improvements in the compliance structure, and audit activity. The Supervisory Board continually monitored implementation of German Corporate Governance Code requirements as well as development of the corporate governance standards. In accordance with Section 3.10 of the German Corporate Governance Code, the Execu tive Board provides a joint Executive Board and Supervisory Board report on corporate governance in the next section of this report. The Supervisory Board has formed seven committees, whose members are listed in the Boards section. The committees are tasked with preparing topics and decisions on the agenda at Supervisory Board meetings. In some cases, they also exercise decision-making powers transferred to them by the Supervisory Board. The Supervisory Board was regularly informed about the committees work by their respective chairperson. The Audit Committee met three times in fiscal year It looked in detail at the quarterly reports and the annual Financial Statements and prepared to issue the audit engagement, including the focal points of the audit and the fee agreement. It devoted particular attention to Group risk management and the internal control system in relation to the financial reporting process. The committee also dealt with compliance issues as well as Internal Auditing s audit findings and audit planning. The Human Resources Committee met six times. It dealt with decisions on Executive Board succession and prepared the Supervisory Board s personnel-related decisions. It also devoted attention to the overhauled 12 Annual Report 2011

13 Report of the Supervisory Board Information for Our Shareholders compensation system and new contracts for the Execu tive Board as well as the amount of Executive Board compensation. The Nomination Committee held two meetings and suggested suitable candidates to the Supervisory Board for the nominations the latter would put to the General Shareholders Meeting in May 2011 for the election of the new Supervisory Board. The Strategy Committee met once. It dealt with corporate strategy and development. The Ad-hoc Committee was formed in fall 2010 following the announcement of the voluntary public takeover offer from ACS Actividades de Construcción y Servicios, S.A. It met only once in fiscal year 2011 and was dissolved in May This committee addressed all upcoming issues and decisions relating to the takeover offer and passed the necessary resolutions within the ambit of the powers given to it by the Supervisory Board. At its constitutive meeting, the newly elected Supervisory Board formed a further committee, the Supervisory Board Executive Committee. The Executive Committee prepared the Supervisory Board s meetings, in particular its decisions on transactions requiring approval. In addition, the Executive Committee was regularly briefed by the Executive Board about significant transactions. Once again, there was no need to convene a meeting of the Mediation Committee pursuant to Section 27 (3) of the Codetermination Act (MitbestG) in fiscal year In December 2010, ACS Actividades de Construcción y Servicios, S.A., published its voluntary public takeover offer for all HOCHTIEF shares not held by ACS. In February 2011, after the acceptance period had expired, ACS informed the Company that its share of the voting rights in HOCHTIEF Aktiengesellschaft exceeded the 30 percent threshold. Throughout fiscal year 2011, Mr. Altozano and Mr. Fernández Verdes were members of both our Company s Supervisory Board and the Management Committee at ACS. However, neither gentleman was a member of the above-mentioned Ad-hoc Committee, which addressed all upcoming issues and decisions relating to the takeover offer. To this extent, no discussions were held or resolutions adopted by the full Supervisory Board where Mr. Altozano and Mr. Fernández Verdes faced a conflict of interest. Equally, there were no other conflicts of interest involving members of the Supervisory Board. The annual Financial Statements prepared for HOCHTIEF Aktiengesellschaft by the Executive Board in accordance with the German Commercial Code (HGB), the Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS), and the combined HOCHTIEF Aktiengesellschaft and Group Management Report for fiscal year 2011, together with the bookkeeping system, were audited by and received an unqualified auditors report from Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, the auditors appointed by the General Shareholders Meeting on May 12, 2011 and instructed by the Supervisory Board to perform the audit of the annual Financial Statements and Consolidated Financial Statements. The above-mentioned statements, the Annual Report, the proposal on the use of net profit, and the auditor s reports were sent to all members of the Supervisory Board in good time prior to the meeting of the Audit Committee on February 24, 2012 and the Supervisory Board s financial statements meeting on February 28, The Executive Board also provided verbal explanations at these meetings, while the auditors responsible reported on the main findings of the audit including on the internal control and risk management system and were available to provide further informa- Annual Report

14 Information for Our Shareholders tion. The Audit Committee scrutinized these statements and reports prior to the Supervisory Board s meeting and recommended that the Supervisory Board approve the annual Financial Statements, the Consolidated Financial Statements, and the combined Management Report. The Supervisory Board thoroughly examined the annual Financial Statements, the Consolidated Financial Statements, the combined Company and Group Management Report, and the proposal on the use of net profit and concluded on completion of its examination that there were no objections to be raised. Following its own appraisal and taking account of the Audit Committee s report, the Supervisory Board approved the results of the auditor s audit of the annual Financial Statements and Consolidated Financial Statements. The Supervisory Board has approved and thus adopted the annual Financial Statements and approved the Consolidated Financial Statements. It concurs with the proposal on the use of net profit submitted by the Executive Board. The report on relationships with affiliated companies prepared by the Executive Board for the period from June 1, 2011 to December 31, 2011 in accordance with Section 312 of the Stock Corporations Act (AktG) was audited by the auditor. This report and the auditor s report were sent to all members of the Supervisory Board in good time ahead of the financial statements meeting on February 28, The auditors who signed the audit report took part in the Supervisory Board s discussions on these documents and reported on the main findings of the audit. The Supervisory Board examined the report on relationships with affiliated companies and found it to be in order. The auditor issued the auditors report required by Section 313 (3) AktG as follows: On completion of our audit and assessment in accordance with professional standards, we confirm that the factual statements in the report are correct. The Supervisory Board received for inspection and approved the auditor s audit findings. On completion of its examination, the Supervisory Board does not raise any objections to the declaration issued by the Executive Board at the end of the report regarding relationships with affiliated companies. Mr. Bremkamp, Mr. Binder, Mr. Kalkofen, Prof. Dr. Keitel, Mr. Neubauer, Mr. Paech, Prof. Dr. von Pierer, Prof. Dr. Simson, and Mr. Todenhöfer stepped down from the Supervisory Board at the end of the election period on May 12, Mr. Peters stepped down from the Supervisory Board effective midnight on November 15, The Supervisory Board thanked these gentlemen for their years of dedicated service and expert advice. The remaining shareholder representatives were reelected as members of the Supervisory Board by resolution of the General Shareholders Meeting of May 12, Mr. Abdulla Abdulaziz Turki Al-Subaie, Mr. Thomas Eichelmann, Mr. Pedro López Jiménez, Mr. José Luis del Valle Pérez, and Dr. Eggert Voscherau were elected to succeed the outgoing shareholder representatives. 14 Annual Report 2011

15 Report of the Supervisory Board Information for Our Shareholders The employees elected Mr. Ulrich Best, Mr. Johannes Howorka, Mr. Siegfried Müller, and Mr. Olaf Wendler to succeed the outgoing employee representatives on the Supervisory Board. The remaining employee representatives were reelected as members of the Supervisory Board. Following Mr. Peters departure from the Supervisory Board, Mr. Nikolaus Graf von Matuschka, the person chosen to be his alternate, was elected a member of the Supervisory Board effective November 16, The Supervisory Board expresses its thanks and appreciation to the Executive Board, the Group company management teams, and all employees for their work in Essen, February 28, 2012 At its constitutive meeting, the Supervisory Board elected Mr. Manfred Wennemer to be its Chairman and Mr. Ulrich Best to be its Deputy Chairman. Four Executive Board members stepped down in the course of the fiscal year: Dr. Herbert Lütkestratkötter on May 12, 2011, Dr. Peter Noé on June 30, 2011, Dr. Burkhard Lohr on October 18, 2011, and Dr. Martin Rohr on December 31, On behalf of the Supervisory Board Manfred Wennemer Chairman The Supervisory Board appointed Dr. Frank Stieler Chairman of the Executive Board effective May 12, 2011 and Mr. Peter Sassenfeld a member of the Executive Board effective November 1, On February 28, 2012, the Supervisory Board appointed Mr. Pedro López Jiménez a deputy for an Executive Board member for the period until March 2, 2012 in accordance with Section 105 (2) of the German Stock Corporations Act (AktG). Mr. Pedro López Jiménez did not take part in the adoption of this resolution. Annual Report

16 Information for Our Shareholders We re working on solutions for today s challenges. The HOCHTIEF Aktiengesellschaft Executive Board: Peter Sassenfeld and Dr. Frank Stieler (Chairman of the Executive Board).

17 Executive Board Information for Our Shareholders Dr. jur. Frank Stieler (53) has been Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft since May He holds a doctorate in law and is in charge of the HOCHTIEF Europe and HOCHTIEF Asia Pacific divisions as well as the publicprivate partnership segment. He is additionally responsible for the Corporate Development, Corporate Communications, Corporate Auditing/Corporate Organization departments as well as for corporate governance/compliance. Frank Stieler has been a member of the Executive Board since March Peter Sassenfeld (45) joined the HOCHTIEF Aktiengesellschaft Executive Board as Chief Financial Officer (CFO) in November He holds a degree in business administration and is in charge of Corporate Controlling, Corporate Accounting, Corporate Finance/Investor Relations, the Corporate Department Tax, and Corporate Insurance as well as the subsidiary HOCHTIEF Insurance Broking and Risk Management Solutions. Furthermore, until a new Chief Operating Officer (COO) is appointed, he is responsible for the HOCHTIEF Americas division and the subsidiary HOCHTIEF AirPort. Dr.-Ing. Herbert Lütkestratkötter (61), not pictured, became Deputy Chairman of the Executive Board in December In April 2007 he took over as Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft. His term of office ended as of the end of the General Shareholders Meeting on May 12, Dr. rer. pol. Peter Noé (54), not pictured, was a member of the HOCHTIEF Aktiengesellschaft Executive Board from February 2002 to June 30, Dr. rer. pol. Burkhard Lohr (48), not pictured, was on the HOCHTIEF Aktiengesellschaft Executive Board from January 2006 to October 18, Prof. Dr.-Ing. Martin Rohr (56), not pictured, joined the HOCHTIEF Aktiengesellschaft Executive Board in June 2004 and left on December 31, Annual Report

18 Information for Our Shareholders Boards * Supervisory Board member representing employees a) Membership in other supervisory boards prescribed by law (as of December 31, 2010) b) Membership in comparable domestic and international corporate governing bodies (as of December 31, 2011) Reporting date for memberships: December 31, 2011, or date of departure if membership ended during the course of the year Supervisory Board Manfred Wennemer Bensheim, Chairman (from May 12, 2011) of the Supervisory Board of HOCHTIEF Aktiengesellschaft Former Chairman of the Executive Board of Continental Aktiengesellschaft, Hanover a) Allianz Deutschland AG Knorr-Bremse AG b) Charter International plc Leighton Holdings Limited NV BEKAERT SA Springer Science + Business Media SA (Chairman) Ulrich Best* Cologne, Deputy Chairman, Chairman of the Group Works Council of HOCHTIEF Aktiengesellschaft (from May 12, 2011) Abdulla Abdulaziz Turki Al-Subaie Doha, Managing Director & Board Member Qatar Railways (from May 12, 2011) b) Barwa International (Chairman) Barwa New Cairo (Chairman) Barwa Real Estate Qatar Computer & Engineering Company Ángel García Altozano Madrid, Director General Corporativo, ACS, Actividades de Construcción y Servicios, S.A., Madrid b) Abertis Infraestructuras, S.A. Abertis Telecom, S.A. ACS Servicios y Concesiones, S.L. ACS Servicios, Comunicaciones y Energía, S.L. Admirabilia, S.L. (Chairman) Clece, S.A. Dragados, S.A. Iridium Concesiones de Infraestructuras, S.A. Trebol International B.V. Urbaser, S.A. Xfera Móviles, S.A. (Chairman) Gregor Asshoff* Frankfurt am Main, attorney-at-law and head of the Policy and Fundamental Issues department, Construction, Agricultural and Environmental Employees Union a) HOCHTIEF Solutions AG Zusatzversorgungskasse des Gerüstbaugewerbes VvaG Alois Binder* Wyhl, Member of the Works Council, HOCHTIEF Solutions AG, Southwest Division (until May 12, 2011) Detlev Bremkamp Munich, Chairman (until May 12, 2011) Management consultant, former member of the Board of Management, Allianz AG, Munich (until May 12, 2011) a) Asea Brown Boveri AG HSH Nordbank AG SSI AG-Sun Shine Investments b) Allianz Lebensversicherungs AG Mondial Assistance S.A.S. José Luis del Valle Pérez Madrid, Board Member, Director and Secretary of ACS, Actividades de Construcción y Servicios, S.A., Madrid (from May 12, 2011) b) ACS Servicios y Concesiones, S.L. ACS Servicios, Comunicaciones y Energía, S.L. Clece S.A. Cobra Gestión de Infraestructuras. S.L.U. Dragados, S.A. Iridium Concesiones de Infraestructuras, S.A. Urbaser, S.A. Thomas Eichelmann Munich, Chief Executive Officer of ATON GmbH, Hallbergmoos (from May 12, 2011) a) EDAG GmbH & Co. KGaA FFT GmbH & Co. KGaA HAEMA AG V-Bank AG b) ATON US Inc. OrthoScan, Inc. J.S. Redpath Holdings, Inc. Marcelino Fernández Verdes Madrid, CEO of the Construction, Concessions and Environment and Logistics Areas of ACS Group b) ACS Servicios y Concesiones, S.L. (Chairman and CEO) Clece, S.A. Dragados, S.A. (Chairman and CEO) Iridium Concesiones de Infraestructuras, S.A. Urbaser, S.A. Johannes Howorka* Königs Wusterhausen, Member of the Works Council, HOCHTIEF Solutions AG, Facility Management, Works Council Northeast (from May 12, 2011) Lutz Kalkofen* Essen, Managerial Employee, HOCHTIEF Aktiengesellschaft, Essen (until May 12, 2011) b) Builders Credit Reinsurance Company S.A. Professor Dr.-Ing. Dr.-Ing. E.h. Hans-Peter Keitel Essen, President, Federation of German Industry (BDI), former Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft (until May 12, 2011) a) Commerzbank AG National-Bank AG ThyssenKrupp AG b) RAG-Stiftung Pedro López Jiménez Madrid, Member of the Board and Director of ACS, Actividades de Construcción y Servicios, S.A., Madrid (from May 12, 2011) b) ACS Servicios y Concesiones, S.L. ACS Servicios, Comunicaciones y Energía, S.L. Dragados, S.A. (Vice Chairman) Grupo Empresarial Ence, S.A. Nikolaus Graf von Matuschka* Aldenhoven/Jüchen, Spokesman of the Regional Management, HOCHTIEF Solutions AG, Facility Management Northwest, Düsseldorf (from November 16, 2011) 18 Annual Report 2011

19 Information for Our Shareholders Siegfried Müller* Duisburg, Chairman of the Works Council Corporate Headquarters (from May 12, 2011) Raimund Neubauer* Essen, Works Council Chairman, HOCHTIEF Solutions AG, West Division (until May 12, 2011) Udo Paech* Berlin, Member of the Works Council, HOCHTIEF Solutions AG, Northeast Division (until May 12, 2011) Gerrit Pennings* Kirchheim, Works Council Chairman, HOCHTIEF Solutions AG, Facility Management, South Region (until May 12, 2011) Gerhard Peters* Bad Nauheim, Deputy Chairman of the Supervisory Board (until May 12, 2011), Member of the Supervisory Board (until November 15, 2011) Managerial Employee, HOCHTIEF Solutions AG Professor Dr. jur. Dr.-Ing. E.h. Heinrich v. Pierer Erlangen, Managing Director, Pierer Consulting GmbH, Erlangen (until May 12, 2011) a) Berenberg Bank Georgsmarienhütte Holding GmbH b) Koc Holding A.S. Professor Dr. rer. nat. Dipl.-Chem. Wilhelm Simson Munich, chemist, former Chairman of the Board of Management, E.ON AG, Düsseldorf, Düsseldorf (until May 12, 2011) b) Freudenberg & Co. Kommanditgesellschaft Tilman Todenhöfer Madrid, Managing Partner, Robert Bosch Industrietreuhand KG, Stuttgart (until May 12, 2011) a) Deutsche Bank AG Robert Bosch GmbH b) Robert Bosch Internationale Beteiligungen AG (President of the Administrative Board) Dr. h.c. Eggert Voscherau Wachenheim, Chairman of the Supervisory Board of BASF SE, former Deputy Chairman of the Board of Executive Directors of BASF Aktiengesellschaft and BASF SE, Ludwigshafen (from May 12, 2011) a) BASF SE, Ludwigshafen (Chairman) ZEW, Zentrum für Europäische Wirtschaftsforschung, Mannheim Olaf Wendler* Sülzetal, Head of Human Resources Coordination Shell Construction/Industrial Construction, HOCHTIEF Solutions AG (from May 12, 2011) a) HOCHTIEF Solutions AG Supervisory Board Committees Ad-hoc Committee (until May 12, 2011) Detlev Bremkamp (Chairman) Gerhard Peters (Deputy Chairman) Professor Dr.-Ing. Dr.-Ing. E.h. Hans-Peter Keitel Raimund Neubauer Professor Dr. jur. Dr.-Ing. E.h. Heinrich v. Pierer Klaus Wiesehügel Nomination Committee Manfred Wennemer (Chairman, from May 12, 2011) Detlev Bremkamp (Chairman, until May 12, 2011) Marcelino Fernández Verdes Professor Dr.-Ing. Dr.-Ing. E.h. Hans-Peter Keitel (until May 12, 2011) Dr. h.c. Eggert Voscherau (from May 12, 2011) Human Resources Committee Manfred Wennemer (Chairman, from May 12, 2011) Detlev Bremkamp (Chairman, until May 12, 2011) Gerhard Peters (Deputy Chairman, until May 12, 2011) Alois Binder (until May 12, 2011) Marcelino Fernández Verdes Professor Dr.-Ing. Dr.-Ing. E.h. Hans-Peter Keitel (until May 12, 2011) Dr. Eggert Voscherau (from May 12, 2011) Olaf Wendler (from May 12, 2011) Klaus Wiesehügel (from May 12, 2011) Executive Committee (from May 12, 2011) Manfred Wennemer (Chairman) Ángel García Altozano Gregor Asshoff Marcelino Fernández Verdes Olaf Wendler Klaus Wiesehügel Audit Committee Ángel García Altozano (Chairman) Ulrich Best (Deputy Chairman, from May 12, 2011) Gerhard Peters (Deputy Chairman, until May 12, 2011) Gregor Asshoff (from May 12, 2011) Alois Binder (until May 12, 2011) José Luis del Valle Pérez (from May 12, 2011) Thomas Eichelmann (from May 12, 2011) Raimund Neubauer (until May 12, 2011) Gerrit Pennings (from May 12, 2011) Professor Dr. jur. Dr.-Ing. E.h. Heinrich v. Pierer (until May 12, 2011) Tilman Todenhöfer (until May 12, 2011) Klaus Wiesehügel* Königswinter, National Chairman of the Construction, Agricultural and Environmental Employees Union, Frankfurt am Main a) Zusatzversorgungskasse des Baugewerbes AG (Chairman) b) Landwirtschaftliche Rentenbank Annual Report

20 Information for Our Shareholders Strategy Committee Manfred Wennemer (Chairman, from May 12, 2011) Detlev Bremkamp (Chairman, until May 12, 2011) Ulrich Best (Deputy Chairman, from May 12, 2011) Gerhard Peters (Deputy Chairman, until May 12, 2011) Ángel García Altozano Gregor Asshoff (until May 12, 2011) Thomas Eichelmann (from May 12, 2011) Marcelino Fernández Verdes (from May 12, 2011) Johannes Howorka (from May 12, 2011) Professor Dr.-Ing. Dr.-Ing. E.h. Hans-Peter Keitel (until May 12, 2011) Pedro López Jiménez (from May 12, 2011) Siegfried Müller (from May 12, 2011) Raimund Neubauer (until May 12, 2011) Udo Paech (until May 12, 2011) Gerrit Pennings Professor Dr. jur. Dr.-Ing. E.h. Heinrich v. Pierer (until May 12, 2011) Olaf Wendler (from May 12, 2011) Mediation Committee pursuant to Sec. 27 (3) of the Codetermination Act (MitbestG) Manfred Wennemer (Chairman, from May 12, 2011) Detlev Bremkamp (Chairman, until May 12, 2011) Ulrich Best (Deputy Chairman, from May 12, 2011) Gerhard Peters (Deputy Chairman, until May 12, 2011) Johannes Howorka (from May 12, 2011) Professor Dr.-Ing. Dr.-Ing. E.h. Hans-Peter Keitel (until May 12, 2011) Dr. h.c. Eggert Voscherau (from May 12, 2011) Klaus Wiesehügel (until May 12, 2011) Executive Board Dr. Frank Stieler Eppstein, Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft, Essen (Chairman from May 12, 2011) a) HOCHTIEF Solutions AG (Chairman) b) HOCHTIEF AUSTRALIA HOLDINGS Ltd. Leighton Holdings Limited The Turner Corporation Dr.-Ing. Herbert Lütkestratkötter Essen, Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft, Essen (Chairman until May 12, 2011) a) HOCHTIEF Solutions AG HeidelbergCement AG TÜV Rheinland Holding AG b) Leighton Holdings Limited Dr. rer. pol. Burkhard Lohr Haltern am See, Member of the Executive Board and Executive for Labor Relations of HOCHTIEF Aktiengesellschaft, Essen (until October 18, 2011) a) HOCHTIEF Concessions AG HOCHTIEF Solutions AG b) Leighton Holdings Limited Dr. rer. pol. Peter Noé Essen, Member of the Executive Board of HOCHTIEF Aktiengesellschaft, Essen (until June 30, 2011) a) Flughafen Düsseldorf GmbH (Chairman) HOCHTIEF Concessions AG (Chairman) b) HOCHTIEF AUSTRALIA HOLDINGS Ltd. Leighton Holdings Limited (Deputy Chairman) Professor Dr.-Ing. Martin Rohr Düsseldorf, Member of the Executive Board and Executive for Labor Relations (from November 17, 2011) of HOCHTIEF Aktiengesellschaft, Essen (until December 31, 2011) a) Flughafen Hamburg GmbH (Deputy Chairman) HOCHTIEF Concessions AG (Chairman) HOCHTIEF Solutions AG b) Flatiron Holding, Inc. The Turner Corporation Peter Sassenfeld Düsseldorf, Member of the Executive Board (from November 1, 2011) and Executive for Labor Relations (from January 1, 2012) of HOCHTIEF Aktiengesellschaft, Essen a) HOCHTIEF Solutions AG b) HOCHTIEF AUSTRALIA HOLDINGS Ltd. Leighton Holdings Limited Representative Director Attorney-at-law Hartmut Paulsen, Düsseldorf 20 Annual Report 2011

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