ONE ROOF

*For further information, please
see pages 17–21.
80 Annual Report 2009
ance award equaling two-and-a-half years’ benefits
comprising their fixed annual compensation plus performance-linked
compensation in the amount budgeted
for in their contracts. If an Executive Board member’s
contract has more than two-and-a-half years left to run
from the effective date of termination, the severance
award increases by an appropriate amount. No earlier
than two-and-a-half years following termination of their
contracts, the departing Executive Board members are
paid a contractual transitional benefit in accordance
with their contractual pension arrangements. Regarding
all entitlements under their contractual pension arrangements,
the departing Executive Board members are
treated as if their contract had three years left to run
from the termination date. Regarding any entitlements
under the Company’s long-term incentive plans, the
departing Executive Board members have a right to demand
settlement of entitlements under plans currently
in force. Departing Executive Board members who do
not exercise the right to settlement are treated under
the long-term incentive plans as if their contract had
three years left to run from the termination date.
These severance entitlements have been granted to all
current members of the Executive Board who joined
the Executive Board prior to 2008. The severance award
for Dr. Stieler, who was appointed to the Executive
Board in 2009, was modified in accordance with the
recommendation in Point 4.2.3 of the German Corporate
Governance Code in the edition dated June 6,
2008. In consequence, his severance award is limited
to two years’ benefits or if his contract has less than
two years to run the benefits for the remainder of his
contract term. Severance awards on early termination
of contract due to a change of control are limited to
three years’ benefits regardless of the length of the
term left to run.
With regard to a presentation of the salient points of the
Executive Board compensation system pursuant to
Sections 289 (2) 5 and 315 (2) 4 of the German Commercial
Code, we refer to the information provided in
the Compensation Report section of the Corporate
Governance Report*.
Explanatory report by the Executive Board of
HOCHTIEF Aktiengesellschaft pursuant to Section
176 (1) of the German Stock Corporations Act
(AktG) on the disclosures pursuant to Sections
289 (4), 289 (5) and 315 (4) of the German
Commercial Code (HGB)
The Executive Board provides the following explanatory
notes on disclosures provided in the combined Group
and HOCHTIEF Aktiengesellschaft Management Report
and required under Sections 289 (4), 289 (5) and 315 (4)
of the German Commercial Code:
Our disclosures for HOCHTIEF Aktiengesellschaft relate
to the situation in fiscal 2009. The disclosures consist
of information on the Company’s subscribed capital,
direct and indirect holdings in the Company exceeding
ten percent of voting rights, statutory rules and rules
contained in the Company’s Articles of Association
about the appointment and replacement of Executive
Board members and about amendment of the Articles
of Association, powers of the Company’s Executive
Board including in particular any powers in relation to
the issuing or buying back of shares, any significant
agreements to which the Company is a party that are
conditional upon a change of control of the Company
following a takeover bid, and any agreements between
the Company and members of its Executive Board providing
for compensation in the event of a change of
control.
The structure of the Company’s subscribed capital and
rights attaching to no-par-value bearer shares in the
Company are determined among other things by the
Company’s Articles of Association. Restrictions on voting
rights attaching to those shares may result from the
provisions of the German Stock Corporations Act. For
example, there are circumstances in which shareholders
are prohibited from voting (Section 136 of the Act).
The Company also has no voting rights with regard to
treasury stock (Section 71b of the Act). No agreements
are known to us that may result in restrictions on voting
rights or on the transfer of securities. The fact that ACS,
Actividades de Construcción y Servicios, S.A., Madrid,
Spain, indirectly holds 25.08 percent of voting rights in
HOCHTIEF Aktiengesellschaft is known from the notice
published by ACS on April 25, 2007. The information