ONE ROOF

of parties acting in concert, acquires in total 30 percent
or more of all shares in HOCHTIEF Aktiengesellschaft
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 in-
directly holds an ownership interest—as general part-
ner, 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 specific contingencies to purchase all
ownership interests in the general partner. The first
such contingency arises, dependent 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 Aktiengesellschaft or
serves as a trustee for such voting rights or control
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 otherwise 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 individuals 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
provide 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 present 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 Acquisition and Takeover Act
(WpÜG).
❘ Information for our Shareholders ❘ ❘ Management Report ❘ ❘ Financial Statements and Notes ❘
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
takeover 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
toward third parties that took place before the change
of control.
Above and beyond the mandatory disclosures under
Sections 289 (4) 8 and 315 (4) 8 of the German Commercial
Code, other Group companies are party to further
agreements 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 Aktien-
gesellschaft as defined in Sections 29 and 30 of the
German Securities Acquisition and Takeover Act
(WpÜG), all members of the Executive Board are entitled
to resign from office and simultaneously terminate
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 confronted by sustained and substantial
pressure from shareholders 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 members receive in
compensation for termination of their contracts a sever-
Annual Report 2009 79