Report of the Supervisory Board
 
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Report of the Supervisory Board

Dear Shareholders,

Dr. rer. pol. h.c. Martin Kohlhaussen, Chairman of the Supervisory Board
Dr. rer. pol. h.c. Martin Kohlhaussen, Chairman of the Supervisory Board

Throughout fiscal year 2008, the Supervisory Board performed the tasks required of it by law and the Company's Articles of Association. It oversaw and regularly advised the Executive Board in its management of the Company and in doing so was involved in all decisions of fundamental importance to the Company. The Executive Board provided the Supervisory Board with regular written and verbal reports containing full and timely information on the financial position and development of both the Company and the Group, significant transactions and the current results of operations, including information on the risk position and risk management.

The Supervisory Board held five meetings in fiscal year 2008, including one extraordinary meeting. All members of the Supervisory Board attended at least half of these meetings. The Supervisory Board passed the resolutions required by law and the Articles of Association, with decisions taken on the basis of the Executive Board's reports. Outside of its meetings, the Supervisory Board was kept fully abreast of particularly significant or urgent projects and events and, where necessary, asked to approve actions by way of a circular resolution. The Chairman of the Supervisory Board also maintained regular contact with the Executive Board outside of meetings and kept himself informed of the current status of the business and key transactions.

Notably during the second half of the year, discussions were dominated by the financial and economic crisis and the situation on the financial markets, which affected operations across the different divisions and markets to varying

degrees and also impacted on medium-term financial planning, especially as regards the dependability of forecasts and plans. These discussions also covered capital allocation and more specifically the issue of raising funds as well as safeguarding liquidity and capital. With this in mind, the Supervisory Board discussed exchange rate movements, especially the volatility of the US dollar and the weakness of the Australian dollar, and the measures necessary to minimize their impact on the Group. Subjects closely related to these two focuses of attention included the Group's valuation by the financial market and in particular analysts, the investor relations strategy, HOCHTIEF's stock price performance and the effects and advantages of the stock buy-back program.

Turning to other closely related matters, the Supervisory Board discussed the changes to the ownership structure resulting primarily from the departure of a major shareholder and the market rumors regarding the large shareholders' stake, their long-term interests and the repercussions for the Group. The Supervisory Board therefore devoted special attention to the strategic initiatives being pursued by the Group with an eye to optimizing its financial resources, expanding into high-growth markets, setting itself apart through technology leadership, expanding its service business and further networking its divisions along the value chain (life cycle approach). Other key topics were the change in the margins achieved by the various operating companies, both compared with competitors and bearing in mind the different business models, as well as the advantages and consequences for the divisions' increasingly networked approach. The Supervisory Board obtained information on this directly from the management of the operational units at its meetings and from competitive analyses of the different markets.

The medium-term corporate plans based on value-driven management remained a regular topic of discussion, as did the performance and long-term appreciation of the portfolio in the newly established Concessions division (HOCHTIEF AirPort, HOCHTIEF PPP Solutions).

Looking across the Group, the Supervisory Board dealt with business expansion in the Middle East through the

 
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