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 before changes in reserves was transferred to revenue reserves. Including profit carried forward from the previous year (EUR 32.6 million), unappropriated net profit comes to EUR 98 million.
Executive Board proposal for the use of net profit
The Executive Board and Supervisory Board propose a resolution on the use of net profit as follows:The unappropriated net profit of HOCHTIEF Aktiengesellschaft 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 nopar- 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 submitted to the General Shareholders' Meeting, leaving the dividend unchanged at EUR 1.40 per eligible no-par-value share.
Disclosures pursuant to Sections 289 (2) 5, 289 (4), 315 (2) 4 and 315 (4) of the German Commercial Code
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 Executive 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 Company's Articles of Association, the Executive Board comprises at least three individuals. Section 23 (1) of the Articles 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
