Annual Financial Statements of HOCHTIEF Aktiengesellschaft as of December 31, We are building the world of tomorrow.

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1 Annual Financial Statements of HOCHTIEF Aktiengesellschaft as of December 31, 2017 We are building the world of tomorrow.

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3 Annual Financial Statements of HOCHTIEF Aktiengesellschaft as of and for the year ended December 31, 2017 Balance Sheet...4 Statement of Earnings...5 Notes to the Financial Statements...6 Subsidiaries, associates, and other participating interests of HOCHTIEF Aktiengesellschaft...34 Executive Board Proposal for the Use of Net Profit Boards Responsibility Statement...44 Auditors Report...45 The 2017 Annual Financial Statements and Management Report of HOCHTIEF Aktiengesellschaft are published in the Bundesanzeiger (Federal Official Gazette). A combined Management Report for HOCHTIEF Aktiengesellschaft and the HOCHTIEF Group is presented beginning on page 24 of the Group Report

4 Balance Sheet of HOCHTIEF Aktiengesellschaft (EUR thousand) See note Dec. 31, 2017 Dec. 31, 2016 Assets Non-current assets (1) Intangible assets 4,930 6,122 Property, plant and equipment 18,567 20,488 Financial assets 2,879,361 2,625,899 2,902,858 2,652,509 Current assets Inventories (2) 14,043 14,276 Receivables and other assets (3) 618, ,184 Marketable securities (4) 1,412 1,373 Cash and cash equivalents (5) 147, , , ,869 Prepaid expenses (6) 32,208 8,909 Excess of plan assets over obligations (9) 17,949 18,812 3,735,046 3,609,099 Liabilities and Shareholders Equity *Plus conditional capital with a nominal value of EUR 46,080 thousand* Shareholders equity (7) Subscribed capital* 164, ,608 Treasury stock (113) (133) Reserves 1,300,337 1,100,040 Distributable profit 217, ,180 1,682,166 1,431,695 Provisions Provisions for pensions and similar obligations (9) 40,739 34,622 Other provisions (10) 60,662 58, ,401 92,946 Liabilities (11) 1,951,064 2,084,018 Deferred income (12) ,735,046 3,609,099 4

5 Statement of Earnings of HOCHTIEF Aktiengesellschaft (EUR thousand) See note Sales (14) 66,405 68,768 Change in work in progress (233) (644) Other operating income (15) 235,819 51,741 Materials (16) (13,083) (14,204) Personnel costs (17) (32,568) (25,062) Depreciation and amortization (18) (2,706) (3,172) Other operating expenses (19) (78,223) (115,699) Net income from financial assets (20) 297, ,121 Net interest income (21) (50,086) (56,695) Profit before tax 422, ,154 Income taxes (23) (313) 4,888 Profit after income taxes 422, ,042 Other taxes (24) (6,456) (539) Net profit before changes in reserves 416, ,503 Net profit brought forward ,146 Changes in retained earnings (7) (198,991) (132,469) Proceeds from capital reduction (7) 12,824 Appropriation to capital reserve (7) (12,824) Distributable profit 217, ,180 5

6 Notes to the HOCHTIEF Aktiengesellschaft Financial Statements General information These Annual Financial Statements are prepared in accordance with the German Commercial Code (HGB) and Stock Corporations Act (AktG). There are no recognition and measurement changes relative to the prior year. For purposes of clarity, a number of items are aggregated in the Balance Sheet and in the Statement of Earnings. These items are broken down into their constituents and commented on elsewhere in these Notes. The Statement of Earnings is presented in vertical format using the nature of expense method of analysis. The financial statements are presented in euros. *For further information on corporate governance at HOCHTIEF, please see corporategovernance. The Executive Board and Supervisory Board have issued a declaration of compliance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporations Act (AktG). The declaration is available for the public to view at all times on the HOCHTIEF website.* Accounting policies Purchased intangible assets are stated at cost of purchase less amortization, on a straight-line basis. If the fair value of an intangible asset is likely to be less than its carrying amount on other than a temporary basis, a writedown is additionally recognized due to impairment. Internally generated intangible assets are not recognized. Property, plant and equipment is stated at cost of purchase or production (at the amount required to be recognized), less depreciation and, if the fair value of an item of property, plant and equipment is likely to be less than its carrying amount on other than a temporary basis, writedowns due to impairment. Borrowing costs are not included in purchase or production cost. Depreciation is charged on a straight-line basis over useful lives of up to 50 years for buildings and between three and ten years for other assets. Minor assets with a cost of up to EUR 150 are expensed in the year of purchase or production and are not recognized as assets. Minor assets with a cost of more than EUR 150 but less than EUR 1,000 are grouped and depreciated collectively over five years. Financial assets are reported at acquisition cost. Certain shares in affiliated companies and participating interests are reported at fair value if this is lower and the impairment is likely to be other than temporary. If the reason for an impairment ceases to exist, the impairment is reversed up to a maximum of the initial acquisition cost. Longterm securities investments and long-term loans are stated at the lower of acquisition cost or their current stock market price or, if an impairment is likely to be other than temporary, fair value. Inventories are stated in accordance with the lower of cost or market principle either at cost of purchase or at the cost of production that is required to be recognized for tax purposes. Cost of production includes direct materials, direct labor, direct expenses, and an appropriate proportion of material overhead, labor overhead, and productionrelated depreciation of non-current assets. Progress payments received from clients are deducted from inventories up to the amount of the cost of production for each project. Advance payments in excess of these amounts are reported as liabilities. The valuation of receivables and other current assets normally measured at nominal value includes appropriate provision as necessary for specific doubtful accounts. A global allowance is also deducted to cover general credit risks. 6

7 Marketable securities are reported at the lower of acquisition cost or their current stock market price or fair value. If the cost of purchase or capitalizable cost of production of any asset is higher than its fair value on the balance sheet date, its carrying amount is written down accordingly. Subscribed capital is stated at nominal value. Treasury stock is presented as an adjusting item in shareholders equity. The accounting par value of the treasury stock is deducted from subscribed capital on the face of the balance sheet and any remainder in respect of acquisition cost is charged against other retained earnings. Any transaction costs are recognized in profit or loss. Provisions for pensions and similar obligations and provisions for long-service bonuses and semiretirement programs for employees are measured using actuarial tables based on biometric probabilities (Prof. Dr. Klaus Heubeck 2005 G tables). Direct pension obligations are measured in accordance with Section 253 (1) and (2) of the German Commercial Code (HGB). Pensions and similar obligations are consequently measured using the internationally accepted projected unit credit method, which additionally takes into account future pay and pension benefit increases. In setting the discount factor, the option under the second sentence of Section 253 (2) HGB was applied, permitting pension provisions and similar long-term obligations to be discounted using a single average market interest rate found for an assumed remaining term of 15 years. The average is calculated based on the market interest rate over the last ten years for pension obligations and the last seven years for other post-employment and similar long-term obligations. The average for pension obligations is additionally calculated based on the market interest rate over the last seven years. The difference between this and measurement using the tenyear average interest rate is barred from dividend distribution and amounts to EUR 23,869 thousand (2016: EUR 20,959 thousand). The discount rate at the end of the year is based on the figure determined and published by the German Bundesbank as of September 30 each year. Allowance is also made for the effect, foreseeable as of September 30, of determining the average interest rate through to the balance sheet date. The majority of pension obligations are matched by assets held with the sole purpose of meeting pension obligations and ring-fenced from other creditors (plan assets). These include assets invested under a contractual trust arrangement (CTA), pension liability insurance assigned to employees, and mutual fund units under a deferred compensation plan. Securities are measured at fair value. Depending on the type of plan assets involved, fair value is measured using market prices, taking into account bank statements, and insurance statements. Any excess of fair value over cost of acquisition cannot be applied for dividend distribution. Under the second sentence of Section 246 (2) HGB, the fair value of plan assets is offset with the related pension obligations. If the fair value of plan assets exceeds that of the pension obligations, the excess is presented as excess of plan assets over obligations. Net income from plan assets is likewise offset against the interest expense from unwinding the discount on pension obligations and against any expense/income recognized on changes in the discount factor, and the difference included in net interest income. 7

8 Other provisions are recognized based on prudent business judgment and appropriately considers all identifiable risks; the amount provided for reflects the anticipated future costs. Expected future price and cost increases are taken into account when determining the settlement amount. Provisions with a remaining term of over one year are each discounted with the past seven-year average market interest rate for equivalent maturities as determined and published by the German Bundesbank. Liabilities are reported at the settlement amount. Deferred taxes are recognized for temporary differences between the published financial statements and the tax base. Deferred tax assets are also recognized for tax refund entitlements resulting from the anticipated use of existing tax loss carryforwards in the next five years provided it is sufficiently certain that they will be realized. HOCHTIEF Aktiengesellschaft also accounts for all deferred taxes for companies in its tax group. Deferred tax is measured as in the prior year on the basis of a combined tax rate of 31.5%. Deferred tax assets and deferred tax liabilities are presented net. In 2017, as in the previous year, deferred tax liabilities were more than offset by deferred tax assets resulting primarily from the measurement of pension provisions, tax loss carryforwards, and other provisions. The exemption available under the second sentence of Section 274 (1) HGB not to recognize deferred tax assets was applied. Currency translation Assets and liabilities in foreign currency are reported in the financial statements at the average spot exchange rate on initial entry in the accounts. Gains and losses due to changes in exchange rates as of the reporting date are recognized in profit or loss. For foreign currency-denominated assets and liabilities with a remaining term of up to one year, any gains due to changes in quoted prices as of the balance sheet date are recognized in profit or loss. Where the currency risk on foreign currency items is hedged with derivatives such as forward exchange contracts and valued as a unit with the derivatives, the items are translated at the hedged rate. Derivative financial instruments As well as for hedging exchange rate fluctuations in our international activities, derivatives are used to hedge interest rate fluctuations on variable-rate debt. Derivatives are utilized exclusively for hedging purposes. Rules on their use and separate control are laid down together with responsibilities by binding directives in all Group companies. Derivatives must be used in connection with hedged transactions to offset risks in designated hedging relationships. The counterparties in hedging transactions are invariably banks with first-rate credit standing. Derivatives are initially recognized at cost and are measured in subsequent periods at fair value in accordance with the imparity principle except where hedged items and the corresponding hedging transactions are valued as a unit. Provisions for onerous contracts are recognized if derivatives have a negative fair value. Fair values of interest rate swaps are determined from interest rate curves at the measurement date; fair values of foreign currency derivatives are determined from 8

9 the forward exchange rates for the relevant currencies at the measurement date. Hedged items are valued as a unit with their corresponding hedging transactions if they are objectively and intentionally complementary in use and function such that gains and losses from the hedged item and the hedging transaction are highly likely to offset each other. At HOCHTIEF, hedged items and hedging transactions can only be valued as a unit in the case of micro hedges, where a single hedging transaction corresponds to a single hedged item. The effectiveness of such a unit at matching future changes in value or cash flows is determined by using the critical terms match method. Retrospective measurement of effectiveness is normally performed using the dollar offset method. Any ineffectiveness is accounted for by applying the imparity principle and recognizing a provision for the unit as needed. In all other respects, accounting presentation follows the net hedge presentation method. Management estimates and assumptions The preparation of the annual financial statements requires the management of HOCHTIEF Aktiengesellschaft to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities as of the balance sheet date and of income and expenses in the reporting period as well as the disclosure of risks and uncertainties. Actual results may differ from such estimates. 9

10 Explanatory Notes to the Balance Sheet 1. Non-current assets Movements in Non-current Assets Cost of acquisition or production (EUR thousand) Jan. 1, 2017 Additions Disposals Dec. 31, 2017 Intangible assets Concessions, industrial property and similar rights and assets, and licenses in such rights and assets, acquired for valuable consideration 37, ,247 37, ,247 Property, plant and equipment Land, similar rights and buildings, including buildings on land owned by third parties 57, ,463 51,553 Technical equipment and machinery 5, ,052 Other equipment and office equipment 6, ,553 69,450 1,171 6,463 64,158 Financial assets Shares in affiliated companies 2,845,012 51, ,895,939 Other participating interests 17,492 17,492 Long-term securities investments 16, ,430 15,021 2,878,796 51,297 1,641 2,928,452 Total non-current assets 2,985,738 53,223 8,104 3,030,857 The shares in affiliated companies mainly relate to HOCHTIEF Asia Pacific GmbH, Essen, HOCHTIEF Americas GmbH, Essen, HOCHTIEF Solutions AG, Essen, and HOCHTIEF Insurance Broking and Risk Management Solutions GmbH, Essen. The reversal of writedowns on shares in affiliated companies relates to HOCHTIEF Solutions AG, Essen. A list of the subsidiaries, associates, and other equity interests held by HOCHTIEF Aktiengesellschaft is provided starting on page 34. Long-term securities investments consist in their entirety of shares in mutual fund units linked to a deferred compensation plan to provide a supplementary pension for employees. These shares were acquired on behalf of subsidiaries and thus do not constitute plan assets for HOCHTIEF Aktiengesellschaft. 10

11 Jan. 1, 2017 Cumulative depreciation and amortization Depreciation and amortization in 2017 Disposals Reversal of writedowns Dec. 31, 2017 Carrying amount at Dec. 31, 2017 Carrying amount at Dec. 31, ,370 1,947 33,317 4,930 6,122 31,370 1,947 33,317 4,930 6,122 41, ,130 38,095 13,458 16,009 2, ,603 3,449 2,775 4, ,893 1,660 1,704 48, ,130 45,591 18,567 20, , ,806 31,601 2,864,338 2,609,605 17,490 17, ,021 16, , ,806 49,091 2,879,361 2,625, ,229 2,706 4, , ,999 2,902,858 2,652, Inventories Inventories comprise EUR 14,043 thousand (2016: EUR 14,276 thousand) in work in progress. 3. Receivables and other assets (EUR thousand) Dec. 31, 2017 Of which: remaining term above 1 year Dec. 31, 2016 Of which: remaining term above 1 year Trade receivables Receivables from affiliated companies 606, , , ,359 Receivables from companies in which the Company has participating interests 41 4 Other assets 12,238 1,077 11,463 1, , , , ,003 11

12 Receivables from affiliated companies are largely connected with intra-group financial management and with allocated service charges. Other assets include tax refund entitlements, pension liability insurance entitlements, other non-trade receivables, and other assets. Other assets totaling EUR 1,077 thousand (2016: EUR 1,644 thousand) are subject to restrictions. 4. Marketable securities Marketable securities comprise EUR 1,412 thousand (2016: EUR 1,373 thousand) in shares in investment funds. As in the prior year, securities are not subject to any restrictions. 5. Cash and cash equivalents Cash and cash equivalents mostly consist of bank balances and, as in the prior year, are not subject to any restrictions. 6. Prepaid expenses Prepaid expenses mainly consist of borrowing costs for the financing of the planned takeover of Abertis Infraestructuras S.A. together with prepaid interest on loan liabilities and rents. The difference between the settlement amount and issue amount of liabilities came to EUR 2,591 thousand (2016: EUR 4,060 thousand). 7. Shareholders equity (EUR thousand) Amount on Jan. 1, 2017 Dividends distributed Net profit before changes in reserves Change in capital/ retained earnings Amount on Dec. 31, 2017 Subscribed capital 164, ,608 Treasury stock ( (113) Capital reserve 817, ,177 Retained earnings Statutory reserve 1,492 1,492 Other retained earnings 281, , ,668 Total reserves 1,100, ,297 1,300,337 Distributable profit 167,180 (167,044) 416,189 (198,991) 217,334 1,431,695 (167,044) 416,189 1,326 1,682,166 The Company s capital stock is divided into 64,300,000 no-par-value bearer shares and amounts to EUR 164,608, Each share accounts for EUR 2.56 of capital stock. As of December 31, 2017, HOCHTIEF Aktiengesellschaft held a total of 44,287 shares of treasury stock as defined in Section 160 (1) No. 2 of the German Stock Corporations Act (AktG). These shares were purchased from October 7, 2014 onward for the purposes provided for in the resolutions of the Annual General Meeting of May 7, 2014 and that of May 6, 2015 and for all other purposes permitted under AktG. The holdings of treasury stock represent EUR 133,375 (0.07%) of the Company s capital stock. Including treasury stock still held, subscribed capital totaled EUR 164,495 thousand (2016: EUR 164,475 thousand) as of December 31,

13 In May 2017, 7,855 shares of treasury stock were transferred to members of the Executive Board of the Company at a price of EUR per share on condition that the shares be held for at least two years after transfer. The transfer settled the transferees variable compensation entitlements. The shares represent EUR 20, (0.012%) of the Company s capital stock. The capital reserve comprises EUR 782,684 thousand constituting the premium on shares issued by HOCHTIEF Aktiengesellschaft as in the prior year together with EUR 2,981 thousand (2016: EUR 2,231 thousand) for the book gain on the sale of treasury stock, and the capital stock represented by the shares cancelled in 2016 (EUR 12,824 thousand) and 2014 (EUR 19,688 thousand). In accordance with Section 58 (2a) AktG, the Executive Board transferred part of the amount of the reversal of the writedown on the carrying amount of financial assets EUR 198,991 thousand from net profit for the year to other retained earnings. Charging of acquisition cost due to changes in treasury stock also affected other retained earnings in the amount of EUR 556 thousand. Reserves in the amount of EUR 23,361 thousand (2016: EUR 23,334 thousand) are not available for distribution in accordance with Section 268 (8) of the German Commercial Code (HGB). This relates to the excess of the fair value of plan assets over the cost of acquisition, used to fund pension obligations. In addition, EUR 23,869 thousand (2016: EUR 20,959 thousand) is not available for distribution in accordance with Section 253 (6) of the German Commercial Code (HGB). This is the difference between recognizing pension obligations in accordance with the relevant average market interest rate for the past ten years and recognizing pension obligations in accordance with the relevant average market interest rate for the past seven years. The Executive Board is unaware of any restrictions on voting rights or on transfers of securities. 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 two individuals. Section 23 (1) of the Articles of Association provides that resolutions of the Annual General Meeting require a simple majority of votes cast unless there is a statutory 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 majority will suffice unless there is a mandatory requirement stipulating a different majority. Pursuant to the resolution of the Annual General Meeting of May 10, 2017 and thus to the revised Section 4 (5) of the Articles of Association, the Executive Board is authorized, subject to Supervisory Board approval, to increase the capital stock by issuing new no-par-value bearer shares for cash and/or non-cash consideration in one or more issues up to a total of EUR 82,000 thousand by or before May 9, 2022 (Authorized Capital I). Detailed provisions are contained in the stated section of the Articles. On October 17, 2017, the Executive Board resolved, for the acquisition of Abertis, to issue 32,031,250 new shares from Authorized Capital I against cash or non-cash consideration and subject to partial exclusion of shareholders subscription rights. The Supervisory Board gave its approval on October 18, The new shares will be issued if and when the acquisition is completed. 13

14 Pursuant to the resolution of the Annual General Meeting of May 10, 2017 and thus to the revised Section 4 (4) of the Articles of Association, the Company s capital stock has been conditionally increased by up to EUR 46,080 thousand divided into up to 18 million no-par-value bearer shares (conditional capital). Detailed provisions are contained in the stated section of the Articles and the aforementioned resolution. Under that resolution, the Executive Board is authorized, subject to the approval of the Supervisory Board, to issue on one or more occasions in the period up to May 9, 2022 registered or bearer warrant-linked and/or convertible bonds, profit participation rights or participating bonds, or any combination of such instruments (collectively bonds ), in an aggregate principal amount of up to EUR 4,000,000, with or without maturity restrictions and to grant or issue option rights or obligations to holders or creditors of warrant-linked bonds or of participatory notes with warrants or of warrant-linked participating bonds or to grant or issue conversion rights or obligations to holders or creditors of convertible bonds or convertible participatory notes or convertible participating bonds for up to 18,000,000 no-par-value bearer shares in HOCHTIEF Aktiengesellschaft with an aggregate proportionate interest in the capital stock of up to EUR 46,080,000.00, as stipulated in greater detail in the terms and conditions of the bonds. Authorization to repurchase shares: The Company is authorized by resolution of the Annual General Meeting of May 11, 2016 to repurchase its own shares in accordance with Section 71 (1) No. 8 of the German Stock Corporations Act (AktG). The authorization expires on May 10, It is limited to 10% of the capital stock at the time of the Annual General Meeting resolution or at the time of exercising the authorization, whichever figure is smaller. The authorization can be exercised directly by the Company or by a company in its control or majority ownership or by third parties engaged by the Company or engaged by a company in its control or majority ownership and allows the share repurchase to be executed in one or more installments covering the entire amount or any fraction. The repurchase may be effected through the stock exchange or by public offer to all shareholders, or by public invitation to all shareholders to tender shares for sale, or by issuing shareholders with rights to sell shares. The conditions governing the repurchase are set forth in detail in the resolution. By resolution of the Annual General Meeting of May 11, 2016, the Executive Board is authorized, subject to Supervisory Board approval, in the event of a sale of shares of treasury stock effected by way of an offer to all shareholders, to issue subscription rights to the shares to holders of warrant-linked and/or convertible bonds issued by the Company or by any subordinate Group company. The Executive Board is also authorized, subject to Supervisory Board approval, to sell shares of treasury stock other than through the stock exchange and other than by way of an offer to all shareholders provided that the shares are sold for cash at a price not substantially below the current stock market price for Company shares of the same class at the time of sale. The HOCHTIEF Aktiengesellschaft Executive Board is also authorized, subject to Supervisory Board approval and the conditions set out in the following, to offer and transfer shares of treasury stock to third parties other than through the stock exchange and other than by way of an offer to all shareholders. Such transactions may take place in the course of acquisitions of business enterprises in whole or part and in the course of mergers. They are also permitted for the purpose of obtaining a listing for the Company s shares on foreign stock exchanges where it is not yet listed. The shares may also be offered for purchase by employees or former employees of the Company or its affiliates. Holders of bonds which the Company or a Group company subordinate to it issues or has issued under the authorization granted at the Annual General Meeting of May 11, 2016 (agenda item 8) may also be issued with the shares upon exercising the warrant and/or conversion rights and/or obligations attached to the bonds. 14

15 The shares may also, on condition that they be held for at least two years after transfer, be transferred to (current or past) members of the Executive Board of the Company and to (current or past) members of the executive boards and general management of companies under its control within the meaning of Section 17 of the German Stock Corporations Act (AktG), and to current or past employees of the Company or of a company under its control within the meaning of Section 17 AktG. Such transfers are only permitted for the purpose of settling the transferees variable compensation entitlements. Further conditions of transfer are detailed in the resolution. Where shares are issued to members of the Executive Board of the Company, the decision to issue the shares is taken solely by the Supervisory Board. Shareholders statutory subscription rights to such shares are exempt pursuant to Sections 71 (1) No. 8 and 186 (3) and (4) of the German Stock Corporations Act (AktG) to the extent that the shares are used in exercise of the authorizations set out above. The Executive Board is also authorized, subject to Supervisory Board approval, to cancel shares of treasury stock without a further resolution of the Annual General Meeting being required for the cancellation itself or its execution. The conditions governing awards of subscription rights and the sale, transfer, and cancellation of treasury stock are set forth in detail in the Annual General Meeting resolution. By a further resolution of the Annual General Meeting of May 11, 2016, the Company is authorized to acquire shares of treasury stock in accordance with Section 71 (1) No. 8 AktG using equity derivatives as well as to exclude shareholders tender rights and subscription rights. This is not intended to increase the total volume of shares that may be purchased; instead, it merely opens the way for other alternatives to purchase shares of treasury stock within the upper limit set in the aforementioned authorization. The Executive Board has been authorized to acquire options which, when exercised, entitle the Company to acquire shares of the Company (call options). The Executive Board is further authorized to sell options which, when exercised by their holder, require the Company to acquire shares of the Company (put options). Moreover, the shares can be acquired using a combination of call and put options or forward purchase agreements. Additional details of the conditions for the use of equity derivatives in the acquisition of treasury stock and for the exclusion of shareholders rights to sell and subscription rights are set out in the Annual General Meeting resolution. 8. Share-based payment The following share-based payment plans were in force for managerial staff of HOCHTIEF Aktiengesellschaft and its affiliates in 2017: Top Executive Retention Plan 2008 The Executive Board resolved in June 2008 to launch a Top Executive Retention Plan 2008 (TERP 2008) for selected managerial employees. This plan was based on stock awards and consisted of three tranches. The first tranche was granted in July 2008, the second in July 2009, and the third in July The total term of the plan was ten years. The waiting period after the granting of each tranche was three years. The exercise period was between five and seven years, depending on the tranche. The conditions stipulated that, after the waiting period, entitled individuals received for each stock award either a HOCHTIEF share or, at HOCHTIEF Aktiengesellschaft s discretion, a compensatory cash amount equal to the closing price of HOCHTIEF stock on the last stock market trading day before the exercise date. The gain was 15

16 capped for each year of the exercise period. The cap rose annually up to a maximum gain at the end of the term. The maximum gain was set to EUR 160 per stock award for the first tranche, EUR for the second tranche, and EUR for the third tranche. The first tranche was exercised in full in 2015, the third tranche in 2016, and the second tranche in Long-term Incentive Plan 2010 The Long-term Incentive Plan 2010 (LTIP 2010) was launched by resolution of the Supervisory Board in 2010 and is open to Executive Board members and upper managerial employees of HOCHTIEF Aktiengesellschaft and its affiliates. Alongside grants of stock appreciation rights (SARs), LTIP 2010 also provided for grants of stock awards. The SARs could only be exercised if, for at least ten consecutive stock market trading days before the exercise date, the ten-day average (arithmetic mean) stock market closing price of HOCHTIEF stock was higher relative to the issue price compared with the ten-day average closing level of the MDAX index relative to the index base (relative performance threshold) and, additionally, return on net assets (RONA) in the then most recently approved set of consolidated financial statements was at least 10% (absolute performance threshold). The relative performance threshold was waived if the average stock market price of HOCHTIEF stock exceeded the issue price by at least 10% on ten consecutive stock market trading days after the end of the waiting period. Provided that the targets were met, the SARs could be exercised at any time after a four-year waiting period except during a short period before publication of any business results. When SARs were exercised, the issuing entity paid out the difference between the then current stock price and the issue price. The gain was limited to EUR per SAR. The LTIP conditions for stock awards stipulated that for each stock award exercised within a two-year exercise period following a three-year waiting period, entitled individuals received at HOCHTIEF Aktiengesellschaft s discretion either a HOCHTIEF share or a compensatory cash amount equal to the closing price of HOCHTIEF stock on the last stock market trading day before the exercise date. The gain was limited to EUR per stock award. The plan ended for the stock awards in 2015 and for the SARs in Long-term Incentive Plan 2012 The Long-term Incentive Plan 2012 (LTIP 2012) was launched by resolution of the Supervisory Board in 2012 and is open to Executive Board members and upper managerial employees of HOCHTIEF Aktiengesellschaft and its affili ates. The plan conditions differ from those of LTIP 2010 in two points: 1. Return on net assets (RONA) as per the most recently approved Consolidated Financial Statements must be at least 15%. 2. The waiting time for stock awards was extended from three to four years and the total term of the plan accordingly from five to six years. The gain is limited to EUR per SAR and EUR per stock award. 16

17 Long-term Incentive Plan 2013 The Long-term Incentive Plan 2013 (LTIP 2013) was launched by resolution of the Supervisory Board in 2013 and is open to Executive Board members. The plan conditions differed from those of LTIP 2012 in only one point: The performance target for RONA was replaced with a performance target for adjusted free cash flow. The number of SARs that could be exercised depended on attainment of the planned value range for adjusted free cash flow. This value range was set in the business plan for each exercise year. The gain was limited to EUR per SAR and EUR per stock award. The plan was exercised in full in Long-term Incentive Plan 2014 The Long-term Incentive Plan 2014 (LTIP 2014) was launched by resolution of the Supervisory Board in 2014 and is open to Executive Board members. The plan conditions do not differ in any material respect from those of LTIP The gain is limited to EUR per SAR and EUR per stock award. Long-term Incentive Plan 2015 The Long-term Incentive Plan 2015 (LTIP 2015) was launched by resolution of the Supervisory Board in 2015 and is open to Executive Board members. The plan conditions do not differ in any material respect from those of LTIP The gain is limited to EUR per SAR and EUR per stock award. Long-term Incentive Plan 2016 The Long-term Incentive Plan 2016 (LTIP 2016) was launched by resolution of the Supervisory Board in 2016 and is open to Executive Board members. The plan conditions differ from those of LTIP 2015 solely in that the waiting period was shortened from four to three years and a total term of the plans accordingly to six years (SARs) and five years (stock awards). The gain is limited to EUR per SAR and EUR per stock award. Long-term Incentive Plan 2017 The Long-term Incentive Plan 2017 (LTIP 2017) was launched by resolution of the Supervisory Board in 2017 and is open to Executive Board members and selected managerial employees. The plan is based on performance stock awards. The conditions stipulate that for each performance stock award (PSA) exercised within a two-year exercise period following a three-year waiting period, entitled individuals receive from the issuing entity a payment entitlement 17

18 equal to the closing price of HOCHTIEF stock on the last stock market trading day before the exercise date, plus a performance bonus. The size of the performance bonus depends on the adjusted free cash flow of the last complete year before the exercise date. The gain is limited to EUR per PSA. Other information The conditions of all plans stipulate that on the exercise of SARs or stock awards and the fulfillment of all other requisite criteria HOCHTIEF Aktiengesellschaft normally has the option of delivering HOCHTIEF shares instead of paying out the gain in cash. Where the entitled individuals are not employees of HOCHTIEF Aktiengesellschaft, the expense incurred on exercise of SARs or stock awards is borne by the affiliated company concerned. Provisions recognized for the stated share-based payment plans totaled EUR 11,843 thousand as of the balance sheet date (2016: EUR 11,492 thousand). The total expense recognized for the stated plans in 2017 was EUR 5,058 thousand (2016: EUR 6,074 thousand). The intrinsic value of plans exercisable at the end of the reporting period was EUR 119 thousand (2016: EUR 3,197 thousand). The quantities granted, expired, and exercised under the plans so far are as follows: Originally granted Outstanding at Dec. 31, 2016 Granted in Cash-in 2017 Cash-out Expired in 2017 Exercised/ settled in 2017 Outstanding at Dec. 31, 2017 TERP 2008/Tranche 2 146,000 2,900 2,900 0 LTIP 2012 SARs 102, , ,681 2,825 LTIP 2012 stock awards 23,086 1, LTIP 2013 SARs 38,288 38,288 38,288 0 LTIP 2013 stock awards 9,297 9,297 9,297 0 LTIP 2014 SARs 83,554 83,554 83,554 LTIP 2014 stock awards 19,664 19,664 19,664 LTIP 2015 SARs 94,274 94,274 94,274 LTIP 2015 stock awards 19,733 19,733 19,733 LTIP 2016 SARs 90,511 90,511 90,511 LTIP 2016 stock awards 17,328 17,328 17,328 LTIP 2017 performance stock awards 16,231 16,231 18

19 9. Provisions for pensions and similar obligations Company pensions at HOCHTIEF Aktiengesellschaft comprise a system of components that can be combined into a defined contribution plan. The annual pension component depends on employee income and age (resulting in an annuity conversion factor) as well as a general pension contribution, which HOCHTIEF Aktiengesellschaft reviews every three years and adapts if needed. The benefits to be received are calculated from the sum of all annual pension components accumulated. Benefits comprise an old-age pension, an invalidity pension, and a surviving dependents pension. The size of pension provisions is determined on an actuarial basis. This necessarily involves estimates. The Prof. Dr. Klaus Heubeck 2005 G tables are used to provide biometric data for the calculations. The remaining actuarial assumptions used are as follows: (%) Discount factor Salary increases Pension increases HOCHTIEF Aktiengesellschaft s pension finances are based on a contractual trust arrangement (CTA). Administered in trust by an external trustee, the transferred assets serve exclusively to fund domestic pension obligations. The transferred cash is invested on the capital market in accordance with investment principles set out in the trust agreement. Units in a special-purpose investment fund (a mixed investment fund) had a fair value, which was equal to their carrying amount, of EUR 165,904 thousand as of December 31, 2017 (December 31, 2016: EUR 175,564 thousand). As in the prior year, HOCHTIEF Aktiengesellschaft did not receive any distribution from the fund. The fund assets as well as the pension liability insurance and investment fund units in the deferred compensation plan assigned to employees meet the requirements in the second sentence of Section 246 (2) of the German Commercial Code (HGB). The fair value of these assets is therefore netted against the settlement amount of the pension obligations and income and expenses from plan assets against the interest expense from the unwinding of the discount on the pension obligations. This netting is applied separately for each type of pension commitment. An asset or liability is recognized on the balance sheet depending on whether there is a pension surplus or deficit. 19

20 Assets were offset against pension obligations as follows in the balance sheet as of December 31, 2017: December 31, 2017 December 31, 2016 (EUR thousand) Excess of plan assets over obligations Provisions for pensions and similar obligations Total Excess of plan assets over obligations Provisions for pensions and similar obligations Total Settlement amount of pensions and similar obligations (51,831) (213,820) (265,651) (48,927) (218,485) (267,412) Fair value of assets offset against obligations (Section 246 (2) Sentence 2 HGB) 69, , ,861 67, , ,602 Balance 17,949 (40,739) (22,790) 18,812 (34,622) (15,810) Acquisition cost of assets offset against obligations (Section 246 (2) Sentence 2 HGB) 69, , ,500 67, , ,269 Pension payments totaled EUR 21,020 thousand in the reporting year (2016: EUR 21,461 thousand). The pension expense is made up as follows: (EUR thousand) Pension expense 1,445 1,319 Personnel expense 1,445 1,319 Interest expense from unwinding of discount and changes in discount factor 18,134 7,696 (Gains)/losses on plan assets offset against pension expense (Section 246 (2) Sentence 2 HGB) (8,232) (10,159) Net interest income 9,902 (2,463) Total (gain)/expense 11,347 (1,144) The interest expense includes EUR 7,873 thousand in expense relating to the change in the discount rate (2016: income in the amount of EUR 2,782 thousand). 10. Other provisions (EUR thousand) Dec. 31, 2017 Dec. 31, 2016 Provisions for taxes 24,381 16,536 Sundry other provisions 36,281 41,788 60,662 58,324 Other provisions cover items such as personnel-related provisions, risks in real estate and equity holdings, costs of preparing the annual financial statements, litigation risks, and other uncertain liabilities. 20

21 11. Liabilities (EUR thousand) Dec. 31, 2017 Of which: with residual term of up to 1 year Of which: with residual term greater than 1 year and up to 5 years Dec. 31, 2016 Of which: with residual term of up to 1 year Of which: with residual term greater than 1 year and up to 5 years Bonds 1,280,611 30,611 1,250,000 1,801, ,756 1,250,000 Amounts due to banks 506,517 6, ,000 1,566 1,566 Trade payables 10,863 10,863 2,762 2,762 Amounts due to affiliated companies 124, , , ,866 Amounts due to companies in which the Company has participating interests 1 1 Other liabilities 28,529 28,529 15,067 14, Of which: from taxes [10,410] [10,410] [9,783] [9,783] Of which: from social insurance contributions [11] [11] [10] [10] 1,951, ,064 1,427,000 2,084, ,851 1,250,167 Liabilities in the amount of EUR 323 million have a remaining time to maturity of more than five years as of the balance sheet date (2016: EUR ). The bonds issued by HOCHTIEF Aktiengesellschaft comprise the following: Carrying amount Dec. 31, 2017 (EUR thousand) Carrying amount Dec. 31, 2016 (EUR thousand) Principal amount Dec. 31, 2017 (EUR thousand) Coupon (%) Initial term (in years) Matures HOCHTIEF AG bond (2014) 507, , , May 2019 HOCHTIEF AG bond (2013) 772, , , March 2020 HOCHTIEF AG bond (2012) 521,264 5 March ,280,611 1,801,756 In March 2017, HOCHTIEF Aktiengesellschaft launched a promissory loan note issue for EUR 500 million. The entire proceeds from the issue were used to refinance a 2012 bond issue for the same amount that matured in March The notes have staggered terms of five, seven, and ten years. A syndicated five-year credit facility originally due to expire in April 2019 comprising a EUR 1.5 billion guarantee facility tranche and a EUR 0.5 billion credit facility tranche was successfully refinanced ahead of schedule at significantly improved terms in August The new syndicated facility for a total of EUR 1.7 billion with a term to August 2022 and extension options of up to two more years consists of a guarantee facility tranche totaling EUR 1.2 billion and a credit facility tranche for EUR 0.5 billion that can be drawn on a revolving basis. As in the prior year, there are no drawings on the credit facility tranche as of the reporting date. 21

22 Amounts due to affiliated companies are largely connected with intra-group financial management. Trade payables and other liabilities contain liabilities from the planned takeover of Abertis Infraestructuras S.A. In addition, other liabilities include tax liabilities, payroll liabilities, and sundry other liabilities. 12. Prepaid expenses Prepaid expenses mainly consisted of prepaid property rents and leases. 13. Contingencies, commitments, and other financial obligations The commitments and potential obligations primarily serve as security for bank loans, contract performance, warranty obligations, and advance payments. Most guarantees as of the reporting date related to participating interests and construction joint ventures. (EUR thousand) Dec. 31, 2017 Dec. 31, 2016 Obligations from guarantees, sureties, and letters of support 7,131,459 7,154,167 Of which: for affiliated companies [7,121,153] [7,138,265] The obligations for HOCHTIEF Aktiengesellschaft include an unlimited bonding guarantee provided in favor of U.S. insurance companies in respect of obligations of the Turner Group and the Flatiron Group. The total bonding amount was USD 7,300 million in 2017, as in the prior year. USD 6,764 million (USD 5,783 million) was utilized as of December 31,

23 In addition, HOCHTIEF Aktiengesellschaft is liable for obligations, lines of credit and joint venture guarantees given by Flatiron Construction Corporation, in the latter case up to a maximum of the total contract value. This amounted to EUR 784,080 thousand as of December 31, 2017 (2016: EUR 868,658 thousand). No recourse has ever been made to these guarantees provided by HOCHTIEF Aktiengesellschaft and, in light of the financial circumstances, none is currently anticipated for the future. HOCHTIEF Aktiengesellschaft has a syndicated guarantee facility (EUR 1.2 billion) and credit facility (EUR 0.5 billion). This continues to be a central long-term financing instrument for HOCHTIEF Aktiengesellschaft. The syndicated five-year credit facility originally due to expire in April 2019 comprising a EUR 1.5 billion guarantee facility tranche and a EUR 0.5 billion credit facility tranche was successfully refinanced at significantly improved terms in August The new syndicated facility for a total of EUR 1.7 billion with a term to August 2022 and extension options of up to two more years consists of a guarantee facility tranche totaling EUR 1.2 billion and a credit facility tranche for EUR 0.5 billion that can be drawn on a revolving basis. The facility permits the furnishing of guarantees for ordinary activities, mainly of the HOCHTIEF Europe division. In the context of the takeover offer submitted in October 2017 for all outstanding shares in Abertis Infraestructuras S.A., HOCHTIEF Aktiengesellschaft furnished the Spanish Securities Market Commission, CNMV, with a bank guarantee in the amount of the EUR 15 billion loan provided for the financing of the takeover. This commitment to CNMV is required under Spanish law stipulating that, on announcement of a takeover offer, a guarantee must be given for the cash needed in the transaction in order to secure the cash tranche of the offer. The guarantee lapses as soon as the takeover offer is accepted and the loan is thus drawn or if the takeover offer expires. Other financial obligations include EUR 52,252 thousand (2016: EUR 74,834 thousand) in commitments under long-term contracts for the supply of goods and services. These represent obligations under long-term rental contracts and are partly offset by anticipated rental income totaling EUR 37,210 thousand (2016: EUR 56,128 thousand). Derivative financial instruments Derivatives not measured at fair value because they were valued as a unit with a hedged item had a negative fair value of EUR 5 thousand as of December 31, 2017 (2016: positive fair value of EUR 22 thousand). 23

24 Explanatory Notes to the Statement of Earnings 14. Sales HOCHTIEF Aktiengesellschaft s reported sales comprise revenue from performing the functions of a holding company. Sales contain rental income of EUR 19,062 thousand (2016: EUR 20,446 thousand). Group management services in the amount of EUR 46,940 thousand are also included (2016: EUR 46,983 thousand). 15. Other operating income This item contains income from the reversal of writedowns on shares in affiliated companies and receivables (EUR 203,806 thousand), reversals of provisions, and allocated charges. Other prior-period income relates to income from the reversal of writedowns on receivables (EUR 20,000 thousand) and from the reversal of provisions in the amount of EUR 4,470 thousand (2016: EUR 4,733 thousand). Other operating income also includes EUR 2,846 thousand (2016: EUR 1,606 thousand) in exchange rate gains. 16. Materials (EUR thousand) Raw materials, supplies, and purchased goods Purchased services 12,511 13,533 13,083 14, Personnel costs (EUR thousand) Wages and salaries 28,935 21,843 Social insurance and support 1,855 1,900 Pensions 1,778 1,319 32,568 25,062 Employees (average for the year) Waged/industrial employees 4 4 Salaried/office employees

25 18. Depreciation and amortization (EUR thousand) Intangible assets 1,947 2,564 Property, plant and equipment ,706 3,172 The figures related solely to depreciation and amortization, with no impairments. 19. Other operating expenses Other operating expenses are primarily rentals and lease payments, foreign exchange losses, court costs, attorneys and notaries fees, IT costs, consulting and audit fees, costs of preparing the annual financial statements, allocated charges, Supervisory Board compensation, travel expenses, and mail and funds transfer expenses. This item also includes foreign exchange losses in the amount of EUR 12,481 thousand (2016: EUR 1,733 thousand). 20. Net income from financial assets (EUR thousand) Income from profit/loss transfer agreements 312, ,477 Income from participating interests 1, ,526 Of which: from affiliated companies [1,339] [156,526] Expenses from transfer of losses (16,070) (23,756) Income from other securities and long-term loans 159 1,874 Of which: from affiliated companies [ ] [1,439] 297, ,121 The income from profit/loss transfer agreements mainly relates to profit transfers from the subsidiaries HOCHTIEF Asia Pacific GmbH (EUR 197,553 thousand; 2016: EUR 152,262 thousand), HOCHTIEF Americas GmbH (EUR 100,124 thousand; 2016: EUR 83,268 thousand), and HOCHTIEF Solutions (EUR 13,175 thousand; 2016: expenses from transfer of losses of EUR 16,153 thousand). Income from participating interests (EUR 1,339 thousand) is solely attributable to the investment in I.B.G. Immobilienund Beteiligungsgesellschaft Thüringen-Sachsen mbh. In the prior year, income from participating interests (EUR 156,526 thousand) was solely attributable to subsidiary HOCHTIEF Asia Pacific GmbH. The expenses from transfer of losses mainly relate to the subsidiary HOCHTIEF Projektentwicklung GmbH (EUR 15,832 thousand; 2016: EUR 7,525 thousand). 25

26 21. Net interest income (EUR thousand) Other interest and similar income 33,548 35,518 Of which: from affiliated companies [33,358] [32,883] Interest and similar expenses (83,634) (92,213) Of which: to affiliated companies [(879)] [(1,999)] (50,086) (56,695) EUR 18,134 thousand interest expense relating to pension provisions (2016: EUR 7,696 thousand) is offset in net interest income against the EUR 8,233 thousand in gains or losses on plan assets (2016: EUR 10,159 thousand). A net credit position is presented under other interest and similar income; a net debit position is presented under interest and similar expenses. Interest and similar expenses also contain EUR 139 thousand (2016: EUR 250 thousand) in interest expense relating to other provisions with a remaining term of more than one year. 22. Income taxes This item consists entirely of municipal trade tax and corporate income tax. 23. Other taxes This item mainly contains value-added tax. 26

27 24. Total Executive Board and Supervisory Board compensation Executive Board compensation for 2017 The Executive Board compensation system is geared toward sustainable, long-term management of the company. Total compensation for members of the Executive Board is set by the Supervisory Board. The compensation system for the Executive Board is also decided and regularly reviewed by the Supervisory Board. The Supervisory Board s Human Resources Committee prepares the relevant motions for resolution by the full Supervisory Board. The compensation for the Executive Board members for 2017 comprises 1. a fixed compensation 2. fringe benefits 3. a variable compensation 4. a pension plan. 1. The fixed compensation is paid in equal monthly amounts. 2. The fringe benefits comprise amounts to be recognized for tax purposes for private use of company cars and other non-cash benefits. 3. The variable compensation is computed on the basis of the following equally weighted components: adjusted free cash flow, consolidated net profit absolute, and consolidated net profit delta as compared to the prior year. Target attainment for all three components can range between zero and 200% of the budgeted figure. The Supervisory Board has the right to adjust overall target attainment with regard to the financial targets upward or downward according to its assessment of the attainment of the agreed strategic targets. The resulting variable compensation is settled in three parts as follows: a. Cash settlement (short-term incentive component) b. Transfer of shares of HOCHTIEF Aktiengesell schaft in the net amount, subject to a two-year retention period (long-term incentive component I) c. Grant of an annual long-term incentive plan (long-term incentive component II). 4. All members of the Executive Board have company pension plans in the form of individual contractual pension arrangements that provide for a minimum pension age of 65. The amount of the pension is determined as a percentage of fixed compensation, the percentage rising with the number of years in office. The maximum amount the Executive Board member can receive is 65% of his final fixed compensation. Surviving dependents receive 60% of the pension. 27

28 Benefits granted Fernández Verdes Chairman of the Executive Board Date joined: April 15, 2012 Legorburo Member of the Executive Board Date joined: May 7, 2014 von Matuschka Member of the Executive Board Date joined: May 7, 2014 Sassenfeld Chief Financial Officer Date joined: November 1, (EUR thousand) Granted Minimum Maximum Granted Minimum Maximum Granted Minimum Maximum Granted Minimum Maximum Fixed compensation 1,069 1,225 1,225 1, Fringe benefits Total 1,119 1,265 1,265 1, One-year variable compensation 1,379 1, , Multi-year variable compensation Long-term incentive component I 1) 1,167 1, , Long-term incentive component II 2) (5-year term) 1,166 1, , Total 4,831 5,423 1,265 5,423 1,448 1, ,490 1,669 1, ,719 2,898 2, ,971 Pension expenses 1, Total compensation 5,973 5,849 1,691 5,849 1,580 1, ,723 1,832 1, ,986 3,162 3,570 1,275 3,570 1) Transfer of shares with two-year retention period 2) Granted as long-term incentive plan/value at grant date Benefits allocated Fernández Verdes Chairman of the Executive Board Date joined: April 15, 2012 Legorburo Member of the Executive Board Date joined: May 7, 2014 von Matuschka Member of the Executive Board Date joined: May 7, 2014 Sassenfeld Chief Financial Officer Date joined: November 1, 2011 (EUR thousand) Fixed compensation 1,225 1, Fringe benefits Total 1,265 1, One-year variable compensation 1,379 1, Multi-year variable compensation Long-term incentive component I 1) 1,167 1, Long-term incentive component II , Total 4,518 3,665 1,086 1,076 1,395 1,313 3,181 2,222 Pension expenses 426 1, Total compensation 4,944 4,807 1,319 1,208 1,662 1,476 3,780 2,486 1) Transfer of shares with two-year retention period 28

29 Arrangements in the event of termination of contract If their contract is not extended, Executive Board members receive a severance payment equaling one year s fixed annual compensation. For the severance award to be payable, an Executive Board member must be in at least the second term of office as a member of the Executive Board and be under the age of 65 on expiration of the contract. In case of early termination of Executive Board mandates, severance payments will not exceed the value of two years annual compensation (severance cap) and compensation will not be payable for more than the remaining term of the contract. The present value of pension benefits for current and former Executive Board members is EUR 81,087 thousand (2016: EUR 77,662 thousand). Payments to former members of the Executive Board and their surviving dependents were EUR 5,443 thousand (2016: EUR 4,471 thousand). Pension obligations to former members of the Executive Board and their surviving dependents totaled EUR 70,633 thousand (2016: EUR 68,733 thousand). (EUR thousand) Fernández Verdes Legorburo von Matuschka Sassenfeld Executive Board total Present value of pension benefits , , , , , ,929 Executive Board compensation for past years In 2017, the Supervisory Board adopted a Long-term Incentive Plan 2017 (LTIP 2017) for the members of the Execu tive Board to satisfy the long-term incentive component II from This comprises grants of performance stock awards (performance-linked phantom stocks). The terms of the 2017 performance stock awards provide that, after the threeyear waiting period, those entitled have, for each performance stock award and for a further two-year exercise period, a monetary claim against the Company equal to the closing price of HOCHTIEF stock on the last day of stock market trading prior to the exercise date plus a performance bonus. The size of the performance bonus is relative to adjusted free cash flow. The value of all entitlements to performance stock awards under Long-term Incentive Plan 2017 is capped so that the amount of compensation stays appropriate in the event of extraordinary, unforeseeable developments. Mr. Fernández Verdes was granted 5,449 performance stock awards worth EUR 1,166 thousand at the grant date. Mr. Legorburo was granted 1,734 performance stock awards worth EUR 372 thousand at the grant date. Mr. von Matuschka was granted 1,981 performance stock awards worth EUR 424 thousand at the grant date. Mr. Sassenfeld was granted 3,467 performance stock awards worth EUR 742 thousand at the grant date. 29

30 The long-term incentive plans granted to Executive Board members in the last few years resulted in the following expense: (EUR thousand) Fernández Verdes Legorburo von Matuschka Sassenfeld Executive Board total Expenses under long-term incentive plans , , , , , ,451 *The euro amount depends on the exchange rate. Executive Board compensation in relation to offices held at Group companies For his services in Australia as Executive Chairman of CIMIC in 2017, Mr. Fernández Verdes received a lump-sum expense allowance of EUR 337 thousand 1), and fringe benefits in the amount of EUR 4 thousand 1). The stock appreciation rights granted by CIMC to Mr. Fernández Verdes in 2014 led to an expense in the amount of EUR 6,415 thousand. Further compensation for the holding of office on the boards of other companies in which HOCHTIEF has a direct or indirect interest are either not paid out to the Executive Board members or are set off against their Executive Board compensation. 30

31 Supervisory Board compensation Supervisory Board compensation is determined at the Annual General Meeting and is governed by Section 18 of the Company s Articles of Association. Compensation for 2017 is shown in the table below. (EUR thousand) Fixed compensation (without VAT) Attendance fees (without VAT) Total compensation (without VAT) Pedro López Jiménez 195,000 17, ,000 Ángel García Altozano 130,000 22, ,000 Beate Bell 97,500 17, ,500 Christoph Breimann 65,000 14,000 79,000 Carsten Burckhardt 97,500 20, ,500 José Luis del Valle Pérez 97,500 25, ,500 Patricia Geibel-Conrad 97,500 22, ,500 Dr. rer. pol. h. c. Francisco Javier Garcia Sanz 65,000 6,000 71,000 Arno Gellweiler 97,500 17, ,500 Matthias Maurer 130,000 22, ,000 Luis Nogueira Miguelsanz 97,500 20, ,500 Nikolaos Paraskevopoulos 97,500 14, ,500 Sabine Roth 97,500 22, ,500 Nicole Simons 97,500 17, ,500 Klaus Stümper 97,500 25, ,500 Christine Wolff 97,500 17, ,500 Supervisory Board total 1,657, ,000 1,954, Post balance-sheet events On February 6, 2018, the European Commission cleared, under the EU Merger Regulation, the proposed acquisition of Abertis Infraestructuras S.A. by HOCHTIEF. After an in-depth investigation, the Commission concluded that the merged entity would continue to face effective competition in the relevant markets. 26. Auditing fees The total fee amount recognized in 2017 as expense in relation to auditors Deloitte GmbH Wirtschaftsprüfungsgesellschaft is divided into financial statement audit services, other assurance services, and other services. HOCHTIEF Aktiengesellschaft has elected to make use of the option under Section 285 No. 17 of the German Commercial Code (HGB) in its annual financial statements and to dispense with individual disclosure of the fees recognized as expense. This disclosure is provided in the corresponding disclosure in the Notes to the Consolidated Financial Statements. The fees for financial statement audits relate to fees charged by Group auditors Deloitte for auditing the HOCHTIEF Group consolidated financial statements, the combined HOCHTIEF Group and HOCHTIEF Aktiengesellschaft management report, and the financial statements of HOCHTIEF Aktiengesellschaft and its domestic subsidiaries, together with fees for the review of the half-year financial report as of June 30, 2017, and of the quarterly financial statements as of September 30, The auditors provided assurance services for HOCHTIEF Aktiengesellschaft in preparation for issuance of comfort letters. Agreed-upon procedures were carried out in accordance with ISAE 3000 such as the limited assurance report on independent assurance of the non-financial reporting. Further assurance services related to the profit guidance and to financial information in accordance with IDW PS 480, and pursuant to Section 16 of the Real Estate Agents and Developers Ordinance (MaBV) and Section 20 of the Securities Trading Act (WpHG). The other services mainly consist of audit-related consulting services. 31

32 *For further information on the ownership structure/voting rights notifications at HOCHTIEF, please see www. hochtief.com/shareholderstructure 27. Disclosures on ownership structure pursuant to Section 160 (1) 8 of the German Stock Corporations Act (AktG) The following changes in the ownership structure* of HOCHTIEF Aktiengesellschaft pertaining or arising during 2017 must be reported under Section 26 and/or Section 21 (1) of the German Securities Trading Act (WpHG): On June 17, 2011, we were notified by ACS Actividades de Construcción y Servicios, S.A. ( ACS ), Madrid, Spain, pursuant to Section 21 (1) of the German Securities Trading Act (WpHG), that on June 16, 2011, its voting share in HOCHTIEF Aktiengesellschaft, Essen, Germany, exceeded the threshold of 50%, and on that day amounted to 50.16%, equivalent to 38,619,868 of a total of 76,999,999 voting rights in HOCHTIEF Aktiengesellschaft. Of these voting rights, 35,502,869 (equivalent to 46.11% of the voting rights in HOCHTIEF Aktiengesellschaft) would, according to the notification, be attributable to ACS pursuant to Section 22 (1) Sentence 1 No. 1 WpHG via the following subsidiaries within the meaning of Section 22 (3) WpHG (including 3,435,075 voting rights, equivalent to 4.46% in HOCHTIEF Aktiengesellschaft, from treasury shares in HOCHTIEF Aktiengesellschaft): Cariatide S.A., Madrid, Spain, Major Assets S.L., Madrid, Spain, Corporate Statement S.L., Madrid, Spain, HOCHTIEF Aktiengesellschaft, Essen, Germany. On July 25, 2012, Corporate Statement S.L., Madrid, Spain, notified us pursuant to Section 21 (1) of the German Securities Trading Act (WpHG) that its voting share in HOCHTIEF Aktiengesellschaft, Essen, Germany, passed below the threshold of 10% voting rights on July 23, 2012 and on that day amounted to 9.32% (this corresponds to 7,172,778 voting rights). On July 31, 2007, we were notified by Gartmore Investment Management Ltd of Gartmore House, London, Great Britain, pursuant to Article 21, Section 1 of the WpHG, that: We hereby give notice, pursuant to Section 21 (1) of the WpHG, that on 24 July 2007 our voting interest in HOCHTIEF Aktiengesellschaft went above the threshold of 3% and on that day amounted to 3.091% (equivalent to 2,163,632 shares) % of the voting rights (equivalent to 2,163,632 shares) are attributable to us in accordance with Section 22 (1) Sentence 1 No. 6 and Section 22 (1) Sentence 2 of the WpHG. BlackRock, Inc., Wilmington/DE, USA informed us in connection with the acquisition of shares with voting rights (date threshold reached: October 30, 2017) that its share of voting rights in HOCHTIEF Aktiengesellschaft amounted to 4.56%. 2.76% of these voting rights (corresponding to voting rights) were attributable to BlackRock, Inc. pursuant to Section 22 of the German Securities Trading Act (WpHG). 1.28% of these voting rights (corresponding to 827,457 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 1 WpHG (lent securities). 0.52% of these voting rights (corresponding to 335,616 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 2 WpHG (contract for difference). Please refer to our release in accordance with Section 26 (1) of the German Securities Trading Act (WpHG) dated November 6, 2017 for the full chain of controlled undertakings also included in the notification. 32

33 BlackRock, Inc., Wilmington/DE, USA notified us in connection with the acquisition of shares with voting rights (date threshold reached: November 1, 2017) that its voting share in HOCHTIEF Aktiengesellschaft amounted to 4.59%. 3.06% of these voting rights (corresponding to 1,970,419 voting rights) were attributable to BlackRock, Inc. pursuant to Section 22 of the German Securities Trading Act (WpHG). 1.01% of these voting rights (corresponding to 648,815 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 1 of the WpHG (lent securities). 0.52% of these voting rights (corresponding to 334,639 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 2 of the WpHG (contract for difference). Please refer to our release in accordance with Section 26 (1) of the German Securities Trading Act (WpHG) dated November 8, 2017 for the full chain of controlled subsidiaries also included in the notification. BlackRock, Inc., Wilmington/DE, USA notified us in connection with the acquisition of shares with voting rights (date threshold reached: November 6, 2017) that its voting share in HOCHTIEF Aktiengesellschaft amounted to 4.63%. 2.87% of these voting rights (corresponding to 1,843,487 voting rights) were attributable to BlackRock, Inc. pursuant to Section 22 of the German Securities Trading Act (WpHG). 1.26% of these voting rights (corresponding to 808,815 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 1 of the WpHG (lent securities). 0.51% of these voting rights (corresponding to 326,751 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 2 of the WpHG (contract for difference). Please refer to our release in accordance with Section 26 (1) of the German Securities Trading Act (WpHG) dated November 10, 2017 for the full chain of controlled subsidiaries also included in the notification. BlackRock, Inc., Wilmington/DE, USA notified us in connection with the acquisition/disposal of shares with voting rights (date threshold reached: November 17, 2017) that its voting share in HOCHTIEF Aktiengesellschaft amounted to 4.58%. 3.14% of these voting rights (corresponding to 2,016,955 voting rights) were attributable to BlackRock, Inc. pursuant to Section 22 of the German Securities Trading Act (WpHG). 0.95% of these voting rights (corresponding to 609,646 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 1 of the WpHG (lent securities). 0.50% of these voting rights (corresponding to 320,398 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 2 of the WpHG (contract for difference). Please refer to our release in accordance with Section 26 (1) of the German Securities Trading Act (WpHG) dated November 22, 2017 for the full chain of controlled undertakings also included in the notification. 33

34 28. Subsidiaries, associates, and other significant participating interests of HOCHTIEF Aktiengesellschaft at December 31, 2017 The following table lists fully consolidated companies: Fully consolidated companies Profit/(loss) for the year Percentage Sharehoders equity Local stock Local currency currency Name, Domicile held HOCHTIEF Americas Division Clark Builders Partnership, Alberta, Canada 57 USD 73,979 2) 18,275 2) E.E. Cruz and Company Inc., Holmdel, USA 100 USD 67,390 2) (3,311) 2) Flatiron Construction Corp., Wilmington, USA 100 USD 238,721 2) (4,125) 2) Flatiron Constructors Canada Ltd., Vancouver, Canada 100 USD 64,801 2) 2,695 2) Flatiron Constructors Inc., Wilmington, USA 100 USD 120,521 2) (15,247) 2) Flatiron Holding Inc., Wilmington, USA 100 USD 267,548 2) (5,578) 2) Flatiron West Inc., Wilmington, USA 100 USD 32,290 2) (23,545) 2) HOCHTIEF Americas GmbH, Essen, Germany 100 EUR 680,959-1) HOCHTIEF USA Inc., Dallas, USA 100 USD 434,829 2) 97,503 2) The Lathrop Company Inc., Delaware, USA 100 USD 62,031 2) 3,982 2) The Turner Corporation, Dallas, USA 100 USD 659,666 2) 135,372 2) Tompkins Builders Inc., Washington, USA 100 USD 87,416 2) 3,199 2) Turner Canada Holdings Inc., New Brunswick, Canada 100 USD 77,690 2) 0 2) Turner Development Corporation, Delaware, USA 100 USD 24,510 2) 0 2) Turner International LLC, Delaware, USA 100 USD 126,310 2) 4,605 2) Turner Logistics LLC, Delaware, USA 100 USD 123,863 2) 12,261 2) Turner Partnership Holdings Inc., New Brunswick, Canada 100 USD 54,070 2) (2,079) 2) Turner Surety & Insurance Brokerage Inc., New Jersey, USA 100 USD 26,035 2) 5,692 2) Universal Construction Company Inc., Delaware, USA 100 USD 118,856 2) 943 2) HOCHTIEF Asia Pacific Division HOCHTIEF Asia Pacific GmbH, Essen, Germany 100 EUR 2,201,018-1) HOCHTIEF Australia Holdings Ltd., Sydney, Australia 100 USD 3,627,552 2) 229,198 2) CIMIC Group Ltd., Victoria, Australia 73 AUD 3,891,888 66,866 A.C.N Pty. Ltd., Victoria, Australia 100-3) - 3) A.C.N Pty. Ltd., Victoria, Australia 100-3) - 3) BCJHG Nominees Pty. Ltd., Victoria, Australia 100-3) - 3) BCJHG Trust, Victoria, Australia 100-3) - 3) CIMIC Admin Services Pty. Ltd., New South Wales, Australia 100-3) - 3) CIMIC Finance (USA) Pty. Ltd., New South Wales, Australia 100-3) - 3) CIMIC Finance Ltd., New South Wales, Australia 100-3) - 3) CIMIC Group Investments No. 2 Pty. Ltd., Victoria, Australia 100-3) - 3) CIMIC Group Investments Pty. Ltd., Victoria, Australia 100-3) - 3) CIMIC Residential Investments Pty. Ltd., Victoria, Australia 100-3) - 3) Contrelec Engineering Pty. Ltd., Queensland, Australia 100-3) - 3) D.M.B. Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Bacchus Marsh Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Building Management Services Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Colton Avenue Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Constructions Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Funds Pty. Ltd., Victoria, Australia 59-3) - 3) Devine Funds Unit Trust, Victoria, Australia 59-3) - 3) Profit/(loss) for the year Percentage Sharehoders equity Local Name, Domicile stock held Local currency currency Devine Homes Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Land Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Ltd., Queensland, Australia 59-3) - 3) Devine Management Services Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Projects (VIC) Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Queensland No. 10 Pty. Ltd., Queensland, Australia 59-3) - 3) Devine SA Land Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Springwood No. 1 Pty. Ltd., New South Wales, Australia 59-3) - 3) Devine Springwood No. 2 Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Springwood No. 3 Pty. Ltd., Queensland, Australia 59-3) - 3) Devine Woodforde Pty. Ltd., Queensland, Australia 59-3) - 3) DoubleOne 3 Building Management Services Pty. Ltd., Queensland, Australia 59-3) - 3) DoubleOne 3 Pty. Ltd., Queensland, Australia 59-3) - 3) EIC Activities Pty. Ltd. (NZ), New Zealand 100-3) - 3) EIC Activities Pty. Ltd., Victoria, Australia 100-3) - 3) GSJV Ltd. (Barbados), Barbados 50-3) - 3) GSJV Ltd. (Guyana), Guyana 50-3) - 3) Intermet Engineering Pty. Ltd., Queensland, Australia 100-3) - 3) JH AD Holdings Pty. Ltd., Victoria, Australia 100-3) - 3) JH AD Investments Pty. Ltd., Victoria, Australia 100-3) - 3) JH AD Operations Pty. Ltd., Victoria, Australia 100-3) - 3) JH Rail Holdings Pty. Ltd., Victoria, Australia 59-3) - 3) JH Rail Investments Pty. Ltd., Victoria, Australia 59-3) - 3) JH Rail Operations Pty. Ltd., Victoria, Australia 59-3) - 3) JH ServiceCo Pty. Ltd., Victoria, Australia 100-3) - 3) JHAS Pty. Ltd., Victoria, Australia 100-3) - 3) JHI Investment Pty. Ltd., Victoria, Australia 100-3) - 3) Joetel Pty. Ltd., Australian Capital Territory, Australia 59-3) - 3) Legacy JHI Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Companies Management Group LLC, United Arab Emirates 49-3) - 3) Leighton Equity Incentive Plan Trust, New South Wales, Australia 100-3) - 3) Leighton Gbs Sdn. Bhd., Malaysia 100-3) - 3) Leighton Holdings Infrastructure Nominees Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Holdings Infrastructure Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Holdings Infrastructure Trust, Victoria, Australia 100-3) - 3) Leighton Middle East and Africa (Holding) Ltd., Cayman Islands, UK 100-3) - 3) LH Holdings Co. Pty. Ltd., Victoria, Australia 100-3) - 3) LMENA No. 1 Pty. Ltd., Victoria, Australia 100-3) - 3) LMENA Pty. Ltd., Victoria, Australia 100-3) - 3) LNWR Pty. Ltd., Victoria, Australia 100-3) - 3) LNWR Trust, New South Wales, Australia 100-3) - 3) Martox Pty. Ltd., New South Wales, Australia 59-3) - 3) Moorookyle Devine Pty. Ltd., Victoria, Australia 59-3) - 3) Moving Melbourne Together Finance Pty. Ltd., Victoria, Australia 100-3) - 3) 1) Profit/loss transfer agreement 2) 2016 figures 3) Company included in CIMIC consolidated financial statements and not required to disclose information under Australian regulatory requirements. 34

35 Name, Domicile Percentage stock held Sharehoders equity Local currency Profit/(loss) for the year Local currency Nexus Point Solutions Pty. Ltd., New South Wales, Australia 100-3) - 3) Opal Insurance (Singapore) Pte. Ltd., Singapore 100-3) - 3) Pacific Partnerships Holdings Pty. Ltd., Victoria, Australia 100-3) - 3) Pacific Partnerships Investments Pty. Ltd., Victoria, Australia 100-3) - 3) Pacific Partnerships Investments Trust, Victoria, Australia 100-3) - 3) Pacific Partnerships Pty. Ltd., Victoria, Australia 100-3) - 3) Pacific Partnerships Services NZ Ltd., New Zealand 100-3) - 3) Pacific Partnerships Services Pty. Ltd., Victoria, Australia 100-3) - 3) Pioneer Homes Australia Pty. Ltd., Queensland, Australia 59-3) - 3) Riverstone Rise Gladstone Pty. Ltd., Queensland, Australia 59-3) - 3) Riverstone Rise Gladstone Unit Trust, Queensland, Australia 59-3) - 3) Sedgman Asia Ltd., Hong Kong 100-3) - 3) Sedgman Botswana (Pty.) Ltd., Botswana 100-3) - 3) Sedgman Canada Ltd., Canada 100-3) - 3) Sedgman Chile S.p.a., Chile 100-3) - 3) Sedgman Consulting Pty. Ltd., Queensland, Australia 100-3) - 3) Sedgman Consulting Unit Trust, Queensland, Australia 100-3) - 3) Sedgman Employment Services Pty. Ltd., Queensland, Australia 100-3) - 3) Sedgman Engineering Technology (Beijing) Co. Ltd., China 100-3) - 3) Sedgman International Employment Services Pty. Ltd., Queensland, Australia 100-3) - 3) Sedgman LLC, Mongolia 100-3) - 3) Sedgman Malaysia Sdn. Bhd., Malaysia 100-3) - 3) Sedgman Mozambique Ltda., Mozambique 100-3) - 3) Sedgman Operations Employment Services Pty. Ltd., Queensland, Australia 100-3) - 3) Sedgman Operations Pty. Ltd., Queensland, Australia 100-3) - 3) Sedgman Pty. Ltd., Queensland, Australia 100-3) - 3) Sedgman S.A.S. (Columbia), Columbia 100-3) - 3) Sedgman South Africa (Proprietary) Ltd., South Africa 100-3) - 3) Sedgman South Africa Holdings (Proprietary) Ltd., South Africa 100-3) - 3) Talcliff Pty. Ltd., Queensland, Australia 59-3) - 3) Tambala Pty. Ltd., Mauritius 100-3) - 3) Telecommunication Infrastructure Pty. Ltd., Victoria, Australia 100-3) - 3) Think Consulting Group Pty. Ltd., Victoria, Australia 100-3) - 3) Trafalgar EB Pty. Ltd., Queensland, Australia 59-3) - 3) Trafalgar EB Unit Trust, Queensland, Australia 59-3) - 3) Tribune SB Pty. Ltd., Queensland, Australia 59-3) - 3) Tribune SB Unit Trust, Queensland, Australia 59-3) - 3) Western Improvement Network Finance Pty. Ltd., Victoria, Australia 100-3) - 3) Yoltax Pty. Ltd., New South Wales, Australia 59-3) - 3) Zelmex Pty. Ltd., Australian Capital Territory, Australia 59-3) - 3) Profit/(loss) for the year Percentage Sharehoders equity Local Name, Domicile stock held Local currency currency Leighton Asia Ltd., Hong Kong 100 AUD 1,011, Giddens Investment Ltd., Hong Kong 100-3) - 3) Leighton Asia (Hong Kong) Holdings (No. 2) Ltd., Hong Kong 100-3) - 3) Leighton Contractors (Asia) Ltd., Hong Kong 100-3) - 3) Leighton Contractors (China) Ltd., Hong Kong 100-3) - 3) Leighton Contractors (Indo-China) Ltd., Hong Kong 100-3) - 3) Leighton Contractors (Laos) Sole Co. Ltd., Laos 100-3) - 3) Leighton Contractors (Malaysia) Sdn. Bhd., Malaysia 100-3) - 3) Leighton Contractors (Philippines) Inc., Philippines 40-3) - 3) Leighton Contractors Asia (Cambodia) Co. Ltd., Cambodia 100-3) - 3) Leighton Contractors Asia (Vietnam) Ltd., Vietnam 100-3) - 3) Leighton Contractors Inc., USA 100-3) - 3) Leighton Contractors Lanka (Private) Ltd., Sri Lanka 100-3) - 3) Leighton Engineering & Construction (Singapore) Pte. Ltd., Singapore 100-3) - 3) Leighton Engineering Sdn. Bhd., Malaysia 100-3) - 3) Leighton Foundation Engineering (Asia) Ltd., Hong Kong 100-3) - 3) Leighton India Contractors Pvt. Ltd., India 100-3) - 3) Leighton International Ltd., Cayman Islands, UK 100-3) - 3) Leighton International Mauritius Holdings Ltd. No. 4, Mauritius 100-3) - 3) Leighton Investments Mauritius Ltd. No. 2, Mauritius 100-3) - 3) Leighton Investments Mauritius Ltd. No. 4, Mauritius 100-3) - 3) Leighton Investments Mauritius Ltd., Mauritius 100-3) - 3) Leighton JV, Hong Kong 100-3) - 3) Leighton M&E Ltd., Hong Kong 100-3) - 3) Leighton Offshore Eclipse Pte. Ltd., Singapore 100-3) - 3) Leighton Offshore Faulkner Pte. Ltd., Singapore 100-3) - 3) Leighton Offshore Mynx Pte. Ltd., Singapore 100-3) - 3) Leighton Offshore Pte. Ltd., Singapore 100-3) - 3) Leighton Offshore Sdn. Bhd., Malaysia 100-3) - 3) Leighton Offshore Stealth Pte. Ltd., Singapore 100-3) - 3) Leighton Projects Consulting (Shanghai) Ltd., China 100-3) - 3) Leighton U.S.A. Inc., USA 100-3) - 3) Leighton-LNS JV, Hong Kong 80-3) - 3) Thai Leighton Ltd., Thailand 49-3) - 3) CPB Contractors Pty. Ltd., New South Wales, Australia 100 AUD 1,669, , Wickham Street Pty. Ltd., New South Wales, Australia 100-3) - 3) 512 Wickham Street Trust, New South Wales, Australia 100-3) - 3) Broad Construction Pty. Ltd., Queensland, Australia 100-3) - 3) Broad Construction Services (NSW/VIC) Pty. Ltd., Western Australia, Australia 100-3) - 3) Broad Construction Services (WA) Pty. Ltd., Western Australia, Australia 100-3) - 3) Broad Group Holdings Pty. Ltd., Western Australia, Australia 100-3) - 3) CPB Contractors (PNG) Ltd., Papua New Guinea 100-3) - 3) CPB Contractors UGL Engineering JV, Victoria, Australia 100-3) - 3) Jarrah Wood Pty. Ltd., Western Australia, Australia 100-3) - 3) Leighton (PNG) Ltd., Papua New Guinea 100-3) - 3) 1) Profit/loss transfer agreement 2) 2016 figures 3) Company included in CIMIC consolidated financial statements and not required to disclose information under Australian regulatory requirements. 35

36 Name, Domicile Percentage stock held Sharehoders equity Local currency Profit/(loss) for the year Local currency Leighton (PNG) Ltd., Papua New Guinea 100-3) - 3) Leighton Contractors Infrastructure Nominees Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Contractors Infrastructure Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Contractors Infrastructure Trust, Victoria, Australia 100-3) - 3) Leighton Contractors Pty. Ltd., New South Wales, Australia 100-3) - 3) Leighton Infrastructure Investments Pty. Ltd., New South Wales, Australia 100-3) - 3) Silverton Group Pty. Ltd., Western Australia, Australia 100-3) - 3) Sustaining Works Pty. Ltd., Queensland, Australia 100-3) - 3) Leighton Properties Pty. Ltd., Queensland, Australia 100 AUD (214,937) (4,316) Ashmore Developments Pty. Ltd., New South Wales, Australia 100-3) - 3) Boggo Road Project Pty. Ltd., Queensland, Australia 100-3) - 3) Boggo Road Project Trust, Queensland, Australia 100-3) - 3) Hamilton Harbour Developments Pty. Ltd., Queensland, Australia 80-3) - 3) Hamilton Harbour Unit Trust (Devine Hamilton Unit Trust), Queensland, Australia 80-3) - 3) Kings Square Developments Pty. Ltd., Queensland, Australia 100-3) - 3) Kings Square Developments Unit Trust, Queensland, Australia 100-3) - 3) Leighton Group Property Services Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Harbour Trust, Queensland, Australia 100-3) - 3) Leighton Portfolio Services Pty. Ltd., Australian Capital Territory, Australia 100-3) - 3) Leighton Properties (Brisbane) Pty. Ltd., Queensland, Australia 100-3) - 3) Leighton Properties (VIC) Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Properties (WA) Pty. Ltd., New South Wales, Australia 100-3) - 3) LPWRAP Pty. Ltd., Victoria, Australia 100-3) - 3) Townsville City Project Pty. Ltd., New South Wales, Australia 80-3) - 3) Townsville City Project Trust, Queensland, Australia 80-3) - 3) Western Port Highway Trust, Victoria, Australia 100-3) - 3) Thiess Pty. Ltd., Queensland, Australia 100 AUD 743,710 66,260 Ausindo Holdings Pte. Ltd., Singapore 100-3) - 3) Fleetco Canada Rentals Ltd., Canada 100-3) - 3) Fleetco Chile S.p.a., Chile 100-3) - 3) Fleetco Finance Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Holdings Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Management Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals 2017 Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals AN Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals CT Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals HD Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals No. 1 Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals OO Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals RR. Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Rentals UG Pty. Ltd., Victoria, Australia 100-3) - 3) Fleetco Services Pty. Ltd., Victoria, Australia 100-3) - 3) Hunter Valley Earthmoving Co. Pty. Ltd., New South Wales, Australia 100-3) - 3) Profit/(loss) for the year Percentage Sharehoders equity Local Name, Domicile stock held Local currency currency HWE Cockatoo Pty. Ltd., Northern Territory, Australia 100-3) - 3) HWE Mining Pty. Ltd., Victoria, Australia 100-3) - 3) Leighton Asia Southern Pte. Ltd., Singapore 100-3) - 3) Oil Sands Employment Ltd., Canada 100-3) - 3) PT Leighton Contractors Indonesia, Indonesia 95-3) - 3) PT Thiess Contractors Indonesia, Indonesia 99-3) - 3) Thiess (Mauritius) Pty. Ltd., Mauritius 100-3) - 3) Thiess Africa Investments Pty. Ltd., South Africa 100-3) - 3) Thiess Botswana (Proprietary) Ltd., Botswana 100-3) - 3) Thiess Chile SPA, Chile 100-3) - 3) Thiess Contractors (Malaysia) Sdn. Bhd., Malaysia 100-3) - 3) Thiess Contractors (PNG) Ltd., Papua New Guinea 100-3) - 3) Thiess Contractors Canada Ltd., Canada 100-3) - 3) Thiess Contractors Canada Oil Sands No. 1 Ltd., Canada 100-3) - 3) Thiess India Pvt. Ltd., India 100-3) - 3) Thiess Infrastructure Nominees Pty. Ltd., Victoria, Australia 100-3) - 3) Thiess Infrastructure Pty. Ltd., Victoria, Australia 100-3) - 3) Thiess Infrastructure Trust, Victoria, Australia 100-3) - 3) Thiess Khishig Arvin JV LLC, Mongolia 80-3) - 3) Thiess Minecs India Pvt. Ltd., India 90-3) - 3) Thiess Mining Maintenance Pty. Ltd., Queensland, Australia 100-3) - 3) Thiess Mongolia LLC, Mongolia 100-3) - 3) Thiess Mozambique Ltda., Mozambique 100-3) - 3) Thiess NC, New Caledonia 100-3) - 3) Thiess NZ Ltd., New Zealand 100-3) - 3) Thiess Sedgman JV, New South Wales, Australia 100-3) - 3) Thiess South Africa Pty. Ltd., South Africa 100-3) - 3) UGL Pty. Ltd., Australia 100 AUD 44, ,347 Arus Tenang Sdn. Bhd., Malaysia 100-3) - 3) BKP Electrical Ltd., Fiji 100-3) - 3) Ganu Puri Sdn. Bhd., Malaysia 100-3) - 3) Inspection Testing & Certification Pty. Ltd., Australia 100-3) - 3) MTCT Services Pty. Ltd., Australia 100-3) - 3) Newcastle Engineering Pty. Ltd., Australia 100-3) - 3) Olympic Dam Maintenance Pty. Ltd., Australia 100-3) - 3) Optima Activities Pty. Ltd., New South Wales, Australia 100-3) - 3) RailFleet Maintenance Services Pty. Ltd., Australia 100-3) - 3) Ruby Equation Sdn. Bhd., Malaysia 100-3) - 3) UGL (Asia) Sdn. Bhd., Malaysia 100-3) - 3) UGL (NZ) Ltd., New Zealand 100-3) - 3) UGL (Singapore) Pte. Ltd., Singapore 100-3) - 3) UGL Canada Inc., Canada 100-3) - 3) UGL Engineering Pty. Ltd., Australia 100-3) - 3) UGL Engineering Pvt. Ltd., India 100-3) - 3) UGL Operations and Maintenance (Services) Pty. Ltd., Australia 100-3) - 3) UGL Operations and Maintenance Pty. Ltd., Australia 100-3) - 3) UGL Rail (North Queensland) Pty. Ltd., Australia 100-3) - 3) UGL Rail Fleet Services Pty. Ltd., Australia 100-3) - 3) UGL Rail Pty. Ltd., Australia 100-3) - 3) UGL Rail Services Pty. Ltd., Australia 100-3) - 3) UGL Resources (Contracting) Pty. Ltd., Australia 100-3) - 3) UGL Resources (Malaysia) Sdn. Bhd., Malaysia 100-3) - 3) UGL Unipart Rail Services Pty. Ltd., Australia 70-3) - 3) United Goninan Construction Pty. Ltd., Australia 100-3) - 3) 1) Profit/loss transfer agreement 2) 2016 figures 3) Company included in CIMIC consolidated financial statements and not required to disclose information under Australian regulatory requirements. 36

37 Name, Domicile Percentage stock held Sharehoders equity Local currency Profit/(loss) for the year Local currency United Group Infrastructure (NZ) Ltd., New Zealand 100-3) - 3) United Group Infrastructure (Services) Pty. Ltd., Australia 100-3) - 3) United Group International Pty. Ltd., Australia 100-3) - 3) United Group Investment Partnership, USA 100-3) - 3) United Group Melbourne Transport Pty. Ltd., Australia 100-3) - 3) United Group Water Projects (Victoria) Pty. Ltd., Australia 100-3) - 3) United Group Water Projects Pty. Ltd., Australia 100-3) - 3) United KG (No. 1) Pty. Ltd., Australia 100-3) - 3) United KG (No. 2) Pty. Ltd., Australia 100-3) - 3) United KG Construction Pty. Ltd., Australia 100-3) - 3) United KG Engineering Services Pty. Ltd., Australia 100-3) - 3) United KG Maintenance Pty. Ltd., Australia 100-3) - 3) HOCHTIEF Europe Division A.L.E.X.-Bau GmbH, Essen, Germany 100 EUR 2,815-1) Deutsche Bau- und Siedlungs-Gesellschaft mbh, Essen, Germany 100 EUR 17,528-1) Deutsche Baumanagement GmbH, Essen, Germany 100 EUR 50-1) HOCHTIEF Bau und Betrieb GmbH, Essen, Germany 100 EUR 200-1) HOCHTIEF CZ a.s., Prague, Czech Republic 100 CZK 1,126,562 2) 110,669 2) HOCHTIEF Engineering GmbH, Essen, Germany 100 EUR 3,842-1) HOCHTIEF Engineering International GmbH, Essen, Germany 100 EUR 43-1) HOCHTIEF Infrastructure GmbH, Essen, Germany 100 EUR 195,499-1) HOCHTIEF LLBB GmbH, Essen, Germany 100 EUR 25-1) HOCHTIEF OBK Vermietungsgesellschaft mbh, Essen, Germany 100 EUR 19-1) HOCHTIEF Offshore Crewing GmbH, Essen, Germany 100 EUR 28-1) HOCHTIEF ÖPP Projektgesellschaft mbh, Essen, Germany 100 EUR 25-1) HOCHTIEF Polska S.A., Warsaw, Poland 100 PLN 116,664 2) 19,581 2) HOCHTIEF PPP Europa GmbH, Essen, Germany 100 EUR 100-1) HOCHTIEF PPP Operations GmbH, Essen, Germany 100 EUR 200-1) HOCHTIEF PPP Schulpartner Braunschweig GmbH, Braunschweig, Germany 100 EUR 25-1) HOCHTIEF PPP Solutions GmbH, Essen, Germany 100 EUR 32,592-1) HOCHTIEF PPP Transport Westeuropa GmbH, Essen, Germany 100 EUR 25-1) HOCHTIEF Presidio Holding LLC, Delaware, USA 100 USD 47,199 2) 1,708 2) HOCHTIEF Projektentwicklung GmbH, Essen, Germany 100 EUR 7,909-1) HOCHTIEF Solutions AG, Essen, Germany 100 EUR 225,012-1) HOCHTIEF Solutions Middle East Qatar W.L.L., Doha, Qatar 49 QAR 542,174 2) 9,766 2) HOCHTIEF Solutions Real Estate GmbH, Essen, Germany 100 EUR 25-1) HOCHTIEF ViCon GmbH, Essen, Germany 100 EUR 811-1) HTP Immo GmbH, Essen, Germany 100 EUR 1,003-1) I.B.G. Immobilien- und Beteiligungsgesellschaft Thüringen-Sachsen mbh, Essen, Germany 100 EUR 404-1) Projektgesellschaft Konrad-Adenauer-Ufer Köln GmbH & Co. KG, Essen, Germany 100 EUR 25,153 2,586 SCE Chile Holding GmbH, Essen, Germany 100 EUR 25-1) synexs GmbH, Essen, Germany 100 EUR 23-1) TRINAC GmbH, Essen, Germany 100 EUR 31,659-1) Name, Domicile Corporate Headquarters Percentage stock held Sharehoders equity Local currency Profit/(loss) for the year Local currency Builders Insurance Holdings S.A., Steinfort, Luxembourg 100 EUR 366,224 2) (558) 2) Builders Reinsurance S.A., Luxembourg, Luxembourg 100 USD 392,000 2) 25 2) Eurafrica Baugesellschaft mbh, Essen, Germany 100 EUR 43,755-1) HOCHTIEF Insurance Broking and Risk Management Solutions GmbH, Essen, Germany 100 EUR 257,497-1) Steinfort Multi-Asset Fund SICAV-SIF, Luxembourg, Luxembourg 100 USD 649,741 2) 9,257 2) Interests in the following joint ventures are additionally consolidated on a proportionate basis: Joint Ventures Name, Domicile Percentage stock held Division HOCHTIEF Americas BE&K Turner, New York, USA 50 CGT Industrial, New Brunswick, Canada 30 Construct Signs, New Brunswick, Canada 50 Donley s Turner JV, Ohio, USA 50 DPR/Turner JV, New York, USA 50 Dragados/Flatiron JV, Costa Mesa, USA 50 Dragados/Flatiron LLC, Wilmington, USA 50 Dragados/Flatiron/Sukut JV, Sacramento, USA 30 E.E. Cruz/NAB/Frontier, Holmdel, USA 54 E.E. Cruz/Nicholson JV LLC, Holmdel, USA 51 E.E. Cruz/Nicholson LLC, Holmdel, USA 50 E.E. Cruz/Tully Construction LLC, Holmdel, USA 50 FCI/Fluor/Parsons, La Mirada, USA 45 Flatiron/Kiewit JV, Longmont, USA 65 Flatiron-Aecon JV, Peace River, Canada 50 Kiewit/FCI/Manson, Oakland, USA 27 Kiewit/Flatiron JV, Richmond, USA 28 Kiewit-Turner JV, New York, USA 50 Lendlease Turner JV, New York, USA 50 Nicholson/E.E. Cruz LLC, Holmdel, USA 50 Palmetto Bridge Constructors, Virginia Beach, USA 40 Signature on the Saint Lawrence Construction G.P., Montreal, Canada 25 Silverado Constructors, Broomfield, USA 48 Sukut/Flatiron JV, Santa Ana, USA 45 Tidewater Skanska/Flatiron, Milton, USA 40 Tishman-Turner JV I (WTC Transportation HUB), New York, USA 50 Tompkins/Mid-American, District of Columbia, USA 50 Topgrade/Flatiron, Livermore, USA 28 Topgrade/Flatiron/Gallagher, Livermore, USA 22 Tully Construction/E.E. Cruz LLC, New York, USA 50 Turner Eastern York Annex JV, York, Canada 51 Turner Kiewit JV, New York, USA 40 Turner PCL Flatiron, San Diego, USA 57 Turner Clayco Brampton JV, Ontario, Canada 50 Turner Gilbane, New York, USA 50 Turner International/TiME Proje Yonetimi Ltd. Sti., Turkey 41 Turner Thompson Davis JV, New York, USA 45 Turner/Concrete Structures/Lindahl Triventure, Illinois, USA 40 Sharehoders equity Local currency Profit/(loss) for the year Local currency 1) Profit/loss transfer agreement 2) 2016 figures 3) Company included in CIMIC consolidated financial statements and not required to disclose information under Australian regulatory requirements. 37

38 Name, Domicile Percentage stock held Turner/Devcon, New York, USA 60 Turner/Goodfellow Top Grade/Flatiron-Oakland Army Base, Oakland, USA 60 Turner/Omega/Howard, Texas, USA 70 Turner/Smoot, Washington, D.C., USA 51 Turner/STV, New York, USA 50 Turner/Winter, Georgia, USA 60 Turner-Acura-Lindahl, Triventure, Illinois, USA 40 Turner-AECOM Hunt-SG-Bryson Atlanta JV (Philips Arena), New York, USA 43 Turner-Arellano JV, New York, USA 60 Turner-Rodgers JV, Charlotte, USA 50 University Construction Management Team, New York, USA 50 HOCHTIEF Asia Pacific Division Australian Terminal Operations Management Pty. Ltd., Australia 50 Canberra Metro Operations Pty. Ltd., Australia 50 City West Property Holding Trust (Section 63 Trust), Australia 50 City West Property Holdings Pty. Ltd., Australia 50 City West Property Investment (No. 1) Trust, Australia 50 City West Property Investment (No. 2) Trust, Australia 50 City West Property Investment (No. 3) Trust, Australia 50 City West Property Investment (No. 4) Trust, Australia 50 City West Property Investment (No. 5) Trust, Australia 50 City West Property Investment (No. 6) Trust, Australia 50 City West Property Investments (No. 1) Pty. Ltd., Australia 50 City West Property Investments (No. 2) Pty. Ltd., Australia 50 City West Property Investments (No. 3) Pty. Ltd., Australia 50 City West Property Investments (No. 4) Pty. Ltd., Australia 50 City West Property Investments (No. 5) Pty. Ltd., Australia 50 City West Property Investments (No. 6) Pty. Ltd., Australia 50 Cockatoo Mining Pty. Ltd., Australia 50 Erskineville Residential Project Pty. Ltd., Australia 50 Great Eastern Highway Upgrade, Australia 75 GSJV Guyana Inc., Guyana 50 GSJV Ltd. (Barbados), Barbados 50 HLG Contracting LLC, Dubai, United Arab Emirates 45 Kings Square No. 4 Unit Trust, Australia 50 Kings Square Pty. Ltd., Australia 50 Leighton Abigroup JV, Australia 50 Leighton BMD JV, Australia 50 Leighton Kumagai JV (MetroRail), Australia 55 Leighton OSE JV, India 50 Leighton Services UAE Co. LLC, United Arab Emirates 36 Leighton-Infra 13 JV, India 50 Majwe Mining JV (Proprietary) Ltd., Botswana 60 Manukau Motorway Extension, New Zealand 50 Mode Apartments Pty. Ltd., Australia 30 Mode Apartments Unit Trust, Australia 30 Moonee Ponds Pty. Ltd., Australia 50 Mosaic Apartments Holdings Pty. Ltd., Australia 50 Mosaic Apartments Pty. Ltd., Australia 50 Mosaic Apartments Unit Trust, Australia 50 MPEET Pty. Ltd., Australia 50 Mulba Mia Leighton Broad JV, Australia 50 Sharehoders equity Local currency Profit/(loss) for the year Local currency Percentage stock held Name, Domicile Naval Ship Management (Australia) Pty. Ltd., Australia 50 New Future Alliance (SIHIP), Australia 80 Ngarda Civil and Mining Pty. Ltd., Australia 50 Northern Gateway Alliance, New Zealand 50 RTL JV, Australia 44 RTL Mining and Earthworks Pty. Ltd., Australia 44 Sedgman Civmec JV, Australia 50 SmartReo Pty. Ltd., Australia 50 Southern Gateway Alliance (Mandurah), Australia 69 Thiess HOCHTIEF JV, Australia 50 Thiess United Group JV, Australia 50 Ventia Services Group Pty. Ltd., Australia 47 Viridian Noosa Pty. Ltd., Australia 50 Viridian Noosa Trust, Australia 50 Wallan Project Pty. Ltd., Australia 30 Wallan Project Trust, Australia 30 Wedgewood Road Hallam No. 1 Pty. Ltd., Australia 50 WSO M7 Stage 3 JV, Australia 50 HOCHTIEF Europe Division 1. WohnArt-Projektentwicklung GmbH & Co. KG, Hamburg, Germany 50 Aegean Motorway S.A., Larissa, Greece 35 Boreal Health Partnership Inc., Vaughan, Canada 25 Capital City Link General Partnership, Edmonton, Canada 25 Constructora Nuevo Maipo S.A., Santiago de Chile, Chile 70 Golden Link Concessionaire LLC, New York, USA 50 Herrentunnel Lübeck GmbH & Co. KG, Lübeck, Germany 50 HKP Dahlemer Weg Objekt 1 tertius PE GmbH & Co. KG, Essen, Germany 50 HKP Dahlemer Weg Objekt 2 ETW PE GmbH & Co. KG, Essen, Germany 50 HOCHTIEF Offshore Development Solutions S.à r.l., Luxembourg, Luxembourg 50 HOCHTIEF PANDION Oettingenstraße GmbH & Co. KG, Essen, Germany 50 HOCHTIEF PPAC GmbH, Essen, Germany 44 HOCHTIEF PPP 1. Holding GmbH & Co. KG, Essen, Germany 50 HTP PSP Ltd., Swindon, UK 50 Lusail HOCHTIEF Q.S.C., Doha, Qatar 49 ÖPP Mauerstraße Berlin ohg, Berlin, Germany 50 PANSUEVIA GmbH & Co. KG, Jettingen-Scheppach, Germany 50 PANSUEVIA Service GmbH & Co. KG, Jettingen-Scheppach, Germany 50 Projekt DoU Baufeld Nord GmbH & Co. KG, Essen, Germany 50 Raststätten Betriebs GmbH, Vienna, Austria 50 SAAone Holding B.V., Vianen, Netherlands 20 SAAone Maintenance B.V., Vianen, Netherlands 35 Schools Public/Private Partnership (Ireland) Ltd., Dublin, Ireland 50 Signature on the Saint-Laurent Group G.P., Toronto, Canada 25 Skyliving GmbH & Co. KG, Oststeinbek, Germany 50 Via Solutions Nord GmbH & Co. KG, Essen, Germany 49 Via Solutions Nord Service GmbH & Co. KG, Nützen, Germany 83 ViA6West GmbH & Co. KG, Essen, Germany 30 Via6West Service GmbH & Co. KG, Essen, Germany 66 Sharehoders equity Local currency Profit/(loss) for the year Local currency 38

39 Name, Domicile Percentage stock held Sharehoders equity Local currency Profit/(loss) for the year Local currency German construction joint ventures included in the Consolidated Financial Statements are as follows: German construction joint ventures Name, Domicile Percentage stock held A5 Baulos 5, Austria 50 Aglomerácia Valaská kanalizácia a ČOV, Slovakia 33 ARGE A59, Beckenanlage N2, Germany 50 ARGE A7 Hamburg-Bordesholm, Germany 70 ARGE Bau WBG Halstenbek, Germany 70 ARGE BAUARGE A6 West, Germany 60 ARGE BMG Berlin, Germany 50 ARGE Fuhle 101, Germany 50 ARGE Hafentunnel Cherbourger Straße, Germany 33 ARGE Ingenieurbau BAB A66 Neuhof, Germany 33 ARGE Ingenieurbau S10 BL 4.2, Austria 50 ARGE Kanal Jahnstr., Germany 50 ARGE Kanalbau Mauritiuswall/Jahnstr., Germany 50 ARGE Kanalbau Rubensstr. und Friedrichstr., Germany 50 ARGE Montgelas-Park Munich, Germany 65 ARGE Saale-Elster-Brücke, Germany 36 ARGE S-Bahn Berlin, S21 Neubau; VE 02.1/VE 02.2, Germany 50 ARGE SBT 1.1 Tunnel Gloggnitz, Austria 40 ARGE Schnabelsmühle, Bergisch Gladbach, Germany 50 ARGE Schulen und Kitas Braunschweig, Germany 70 ARGE SH KWO BioSchild, Germany 50 ARGE STRUNDE, Germany 50 ARGE Trianon Brandschutzsanierung, FFM, Germany 75 ARGE Tunnel Rastatt, Germany 50 ARGE Tunnel Trimberg, Germany 50 ARGE Tunnel-Gründung Neubau Stellingen, Germany 50 ARGE Tunnelkette Granitztal Baulos 50.4, Austria 50 ARGE U 4 Ingenieurbau Los 1 + 3, Germany 28 ARGE U-Bahn Nürnberg U 3 NW BA 3, Germany 50 ARGE VP12 Bahntechnik, Germany 40 ARGE Wesertunnel, Germany 76 ARGE Wolfsruh, Germany 60 BAB A 100, 16. Bauabschnitt, Germany 50 Bexhill to Hastings Phase 2, UK 50 BieGe Schellerdamm 9, Germany 50 Břeclav, Výrobní a sklad. hala Alcaplast, Czech Republic 71 Brno MČ Chrlice-Řebešovická spl. kanal, Czech Republic 33 Brno Rekonstrukce operačních sálů KPRCH, Czech Republic 50 Brno Podčbradova II-rek. kanal. a vodov., Czech Republic 33 BT-Elbphilharmonie, Germany 50 Čechy pod Košíčem JV Stčecha 5. etapa, Czech Republic 50 Cityringen Nordhavnen 3, Denmark 40 Cityringen: Branch-off to Nordhavnen, Denmark 40 D1 modernizace úsek 04, EXIT 34 EXIT 41, Czech Republic 58 D1 modernizace úsek 03, Czech Republic 15 D1 mosty úsek 04, EXIT 34 EXIT 41, Czech Republic 25 D3 Čadca Bukov-Svrčinovec, Slovakia 20 Dach-ARGE Kö-Bogen II, 1. BA, Germany 70 Dach-ARGE Truckenthalbrücke, Germany 30 Dálnice D3 Žilina dálniční tunel, Slovakia 40 E6 Dovrebanen FP2, Norway 40 EKPPT CJV (Sub-JV/Umbrella), Greece 33 Sharehoders equity Local currency Profit/(loss) for the year Local currency Percentage stock held Name, Domicile Forth Replacement Crossing, UK 28 IDRIS MTS-02, Qatar 45 KKIA Airport Expansion & Development, Saudi Arabia 55 KKP Instandhaltung Philippsburg, Germany 56 Kolektor Hlávkčv most, Czech Republic 50 Maliakos Kleidi OJV (Sub-JV/Umbrella), Greece 61 Museum World War II, Poland 50 Praha Oprava plotu + pláštč Strak. ak., Czech Republic 50 Praha ÚČOV Sdruž.monolit.konstrukce, Czech Republic 40 Praha 6 ČVUT CIIRC, Czech Republic 55 Praha 6 Vyčaté prostory budovy CIIRC, Czech Republic 55 Projektgesellschaft Lindenhof, Germany 50 Rekonš. cesty I/65 Tur Teplice Príbovce, Slovakia 40 Rekonstrukce Negrelliho viaduktu, Czech Republic 40 Sanace areálu bývalého SVS Výmyslov, Czech Republic 50 Schiphol Amsterdam-Almere (SAA) A1/A6, Netherlands 35 Stachy kanalizace, ČOV a vodovod, Czech Republic 51 Stadtbahn Köln, Los Nord, ARGE Ing.-Bau, Germany 75 Stuttgart 21 PFA 1. Los 3 Bad Cannstatt, Germany 40 Temelín JETE fasády C169 + C171, Czech Republic 51 Tunnel Augustaburg/EÜ Geratal, Germany 57 Týn n. Bečvou-Stav. úpr. hradu Helfštýn, Czech Republic 50 ÚČOV Praha, Czech Republic 40 Údržba komunikácií Bratislava HTSK, Slovakia 50 Veselí n.luž.-horusice-čov a kanalizace, Czech Republic 82 Wakefield ERR JV Project, UK 50 Wendlingen Ulm PFA 2.3 Tunnel Widderstall, Germany 40 Western Gateway Infra Scheme, UK 50 York Potash FEED ECI stage, UK 50 Zuidasdok, Netherlands 43 Sharehoders equity Local currency The joint operations included in the Consolidated Financial Statements are as follows: Joint operations Name, Domicile Percentage stock held Baulderstone Leighton JV 50 Casey Fields JV 33 CH2-UGL JV, Australia 50 China State Leighton JV 50 CHT JV 50 CPB & BMD JV, Australia 50 CPB & Bombardier JV, Australia 50 CPB & JHG JV, Australia 50 CPB Black & Veatch JV, Australia 50 CPB Dragados Samsung JV, Australia 40 CPB John Holland Dragados JV, Australia 50 CPB Samsung John Holland JV, Australia 33 CPB Southbase JV, New Zealand 75 Erskineville Residential Project, Australia 50 EV LNG Australia Pty. Ltd. & Thiess Pty. Ltd. (EVT JV), Australia 50 Gammon Leighton JV, Hong Kong 50 Gateway WA, Australia 68 Sharehoders equity Local currency Profit/(loss) for the year Local currency Profit/(loss) for the year Local currency 39

40 Name, Domicile Percentage stock held Henry Road Edenbrook JV, Australia 30 HYLC JV, Australia 50 JH & CPB & Ghella JV, Australia 45 JHCPB JV, Australia 50 John Holland Leighton (South East Asia) JV, Hong Kong 50 John Holland Pty. Ltd., UGL Engineering Pty. Ltd. and GHD Pty. Ltd. trading as Malabar Alliance, Australia 50 Leighton Able JV, Hong Kong 51 Leighton China State JV, Hong Kong 51 Leighton China State JV, Hong Kong 51 Leighton Chubb E&M JV, Hong Kong 50 Leighton Chun Wo JV, Hong Kong 84 Leighton Chun Wo JV, Hong Kong 60 Leighton Chun Wo JV, Hong Kong 70 Leighton Gammon JV, Hong Kong 50 Leighton HEB JV, New Zealand 80 Leighton John Holland JV (Lai Chi Kok), Hong Kong 51 Leighton John Holland JV, Hong Kong 55 Leighton Total JO, Indonesia 67 Leighton Abigroup Consortium (Epping to Thornleigh), Australia 50 Leighton China State John Holland JV (City of Dreams), Macao 40 Leighton China State JV (Wynn Resort), Macao 50 Leighton China State Van Oord JV, Hong Kong 45 Leighton Contractors Downer JV, Australia 50 Leighton Fulton Hogan JV (Sapphire to Woolgoolga), Australia 50 Leighton Fulton Hogan JV (SH16 Causeway Upgrade), New Zealand 50 Leighton John Holland JV (Thomson Line), Singapore 50 Leighton M&E Southa JV, Hong Kong 50 Leighton York JV, Australia 75 LLECPB Crossing Removal JV, Australia 50 Metropolitan Road Improvement Alliance, Australia 71 Murray & Roberts Marine Malaysia Leighton Contractors Malaysia JV, Malaysia 50 N.V. Besix S.A. & Thiess Pty. Ltd. (Best JV), Australia 50 NRT Design & Delivery JV, Australia 25 NRT Infrastructure JV, Australia 50 NRT Systems JV, Australia 40 OWP JV, Australia 50 Rizzani CPB JV, Australia 50 Swietelsky CPB Rail JV, Australia 50 Task JV (Thiess & Sinclair Knight Merz), Australia 60 Thiess Balfour Beatty JV, Australia 67 Thiess Degremont JV, Australia 65 Thiess Degremont Nacap JV, Australia 33 Thiess John Holland JV (Airport Link), Australia 50 Thiess John Holland JV (Eastlink), Australia 50 Thiess KMC JV, Canada 51 Thiess MacDow JV, Australia 50 Thiess Wirlu-Murra JV, Australia 50 UGL Cape, Australia 50 UGL Kentz, Australia 50 Veolia Water Leighton John Holland JV, Hong Kong 24 Sharehoders equity Local currency Profit/(loss) for the year Local currency Name, Domicile Percentage stock held Sharehoders equity Local currency Profit/(loss) for the year Local currency The following associates are accounted for in the Consolidated Financial Statements using the equity method: Associates Name, Domicile Percentage stock held Am Opernboulevard GmbH & Co. KG, Hamburg, Germany 47 Arbeitsgemeinschaft GÜ Köbis Dreieck KPMG, Berlin, Germany 50 Canberra Metro Holdings Pty. Ltd., Australia 30 Canberra Metro Holdings Trust, Australia 30 Canberra Metro Pty. Ltd., Australia 30 Dunsborough Lakes Village Syndicate, Australia 20 LCIP Co-Investment Unit Trust, Australia 11 Mélyépitö Budapest Kft., Budapest, Hungary 30 Metro Trains Australia Pty. Ltd., Australia 20 Metro Trains Melbourne Pty. Ltd., Australia 20 Metro Trains Sydney Pty. Ltd., Australia 20 On Talent Pty. Ltd., Australia 30 P.T. Ballast Indonesia Construction, Jakarta, Indonesia 47 Wellington Gateway General Partner No. 1 Ltd., New Zealand 15 Sharehoders equity Local currency Profit/(loss) for the year Local currency 40

41 Group affiliation The annual financial statements of HOCHTIEF Aktiengesellschaft, Essen, Germany, Essen Local Court, Commercial Register number HRB 279, are incorporated into the consolidated financial statements of HOCHTIEF Aktien gesellschaft, which publishes them as an independent listed Group, and are simultaneously consolidated in the consolidated financial statements of ACS Actividades de Construccion y Servicios, S.A., Madrid, Spain. The consolidated financial statements of HOCHTIEF Aktiengesellschaft are published in the Bundesanzeiger (Federal Official Gazette); the consolidated financial statements of ACS are published in the register of Comision Nacional del Mercado de Valores. Executive Board proposal for the use of net profit The Executive Board proposes a resolution on the use of net profit as follows: The distributable profit of HOCHTIEF Aktiengesellschaft for 2017 in the amount of EUR 217,334, will be used to pay a dividend of EUR 3.38 per eligible no-par-value share for the capital stock of EUR 164,608,000.00, divided into 64,300,000 no-par-value shares. The dividend falls due on July 6, The amount that would have been payable on shares of treasury stock held by the Company as of the day of the Annual General Meeting and that, under Section 71b of the German Stock Corporations Act (AktG), are not eligible for a dividend will be carried forward. As of the date of preparation of the annual financial statements, February 20, 2018, HOCHTIEF Aktiengesellschaft held a total of 44,287 shares of treasury stock, which would mean an amount of EUR 149, to be carried forward. The number of no-par-value shares with dividend entitlement for 2017 may change in the run-up to the Annual General Meeting. In any such event, while the distribution of EUR 3.38 for each no-par-value share with dividend entitlement for 2017 will stay the same, an adjusted proposal for the appropriation of net profit will be made to the Annual General Meeting. 41

42 Boards * Supervisory Board member representing employees a) Membership in other supervisory boards prescribed by law (as of December 31, 2017) b) Membership in comparable domestic and international corporate governing bodies (as of December 31, 2017) Supervisory Board Pedro López Jiménez Madrid, Chairman of the Supervisory Board of HOCHTIEF Aktiengesellschaft, Member of the Board and of the Executive Committee of ACS, Actividades de Construcción y Servicios, S.A., Madrid b) ACS Servicios y Concesiones, S.L. (Chairman) ACS Servicios, Comunicaciones y Energía, S.L. (Vice-Chairman) CIMIC Group Limited Dragados, S.A. (Chairman) Matthias Maurer* Hamburg, Deputy Chairman of the Supervisory Board, Chairman of the Central Works Council of HOCHTIEF Infrastructure GmbH b) Medizinischer Dienst der Krankenversicherung Mecklenburg-Vorpommern e.v. (Chairman of the Administrative Board) Ángel García Altozano Madrid, Corporate General Manager of ACS, Actividades de Construcción y Servicios, S.A., Madrid b) ACS Servicios y Concesiones, S.L. ACS Servicios, Comunicaciones y Energía, S.L. Dragados, S.A. GED Capital MásMóvil Ibercom, S.A. José Luis del Valle Pérez Madrid, Member and Secretary of the Board of ACS, Actividades de Construcción y Servicios, S.A., and General Secretary of the ACS Group, Madrid b) ACS Servicios y Concesiones, S.L. ACS Servicios, Comunicaciones y Energía, S.L. CIMIC Group Limited Cobra Gestión de Infraestructuras, S.A. Dragados, S.A. Dr. rer. pol. h. c. Francisco Javier Garcia Sanz Braunschweig, Member of the Board of Management of Volkswagen Aktiengesellschaft, Wolfsburg a) AUDI AG Dr. Ing. h. c. F. Porsche Aktiengesellschaft Porsche Holding Stuttgart GmbH Volkswagen Truck & Bus GmbH b) Criteria Caixa, S.A.U. FAW-Volkswagen Automotive Company, Ltd. SEAT, S.A. (Chairman) VfL Wolfsburg-Fußball GmbH (Chairman) Volkswagen China Investment Company Ltd. Volkswagen Group España-Distribución (Chairman) Volkswagen Group of America, Inc. (Chairman) Volkswagen Navarra S.A. (Chairman) Dipl. oec. Patricia Geibel-Conrad Leonberg, Business consultancy Auditing/Tax consultancy in own office Dipl.-Ing., Dipl.-Wirtsch.-Ing. Beate Bell Cologne, Managing Director of immoadvice GmbH a) Deutsche EuroShop AG Arno Gellweiler* Oberhausen, structural engineering and bridge designer, HOCHTIEF Engineering GmbH, Consult Infrastructure Christoph Breimann* Lüdinghausen, Head of Technical Office Building of HOCHTIEF Infrastructure GmbH Carsten Burckhardt* Dortmund, Member of the Federal Board of IG Bauen- Agrar-Umwelt (the Construction, Agricultural and Environmental Employees Union) a) Zusatzversorgungskasse des Baugewerbes AG b) Dein Plus GmbH DGB-Rechtsschutz GmbH Urlaubs- und Lohnausgleichskasse der Bauwirtschaft (ULAK) Luis Nogueira Miguelsanz Madrid, Secretary-General, Dragados, S.A. Nikolaos Paraskevopoulos* Bottrop, Chairman of the European Works Council and Member of the Group Works Council of HOCHTIEF Aktiengesellschaft; Chairman of the Works Council and Chairman of the Central Works Council of TRINAC GmbH Sabine Roth* Ratingen, internal sales administrator 42

43 Nicole Simons* Attorney-at-law and Member of the Federal Board of IG Bauen-Agrar-Umwelt (the Construction, Agricultural and Environmental Employees Union) a) HOCHTIEF Infrastructure GmbH Klaus Stümper* Lohmar, Chairman of the Group Works Council of HOCHTIEF Aktiengesellschaft Dipl.-Geol. MBA Christine Wolff Hamburg, management consultant a) Berliner Wasserbetriebe A. ö. R. KSBG Kommunale Verwaltungsgesellschaft GmbH b) Sweco AB Supervisory Board Committees Audit Committee Ángel García Altozano (Chairman) Carsten Burckhardt José Luis del Valle Pérez Patricia Geibel-Conrad Matthias Maurer Luis Nogueira Miguelsanz Sabine Roth Klaus Stümper (Deputy Chairman) Human Resources Committee Pedro López Jiménez (Chairman) Beate Bell José Luis del Valle Pérez Arno Gellweiler Nicole Simons Klaus Stümper Christine Wolff Nomination Committee Pedro López Jiménez (Chairman) José Luis del Valle Pérez Christine Wolff Mediation Committee pursuant to Sec. 27 (3) of the German Codetermination Act (MitbestG) Pedro López Jiménez (Chairman) Beate Bell Matthias Maurer Nikolaos Paraskevopoulos Executive Board Marcelino Fernández Verdes Düsseldorf, Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft, Essen and Chief Executive Officer (CEO) of ACS, Actividades de Construcción y Servicios, S.A., Madrid b) CIMIC Group Limited (Executive Chairman) Flatiron Holding, Inc. The Turner Corporation (Member of the Board of Directors) Peter Sassenfeld Duisburg, Member of the Executive Board (Chief Financial Officer CFO) of HOCHTIEF Aktiengesellschaft, Essen and Member of the Executive Board of HOCHTIEF Solutions AG, Essen b) CIMIC Group Limited Flatiron Holding, Inc. HOCHTIEF AUSTRALIA HOLDINGS Ltd. The Turner Corporation José Ignacio Legorburo Escobar Düsseldorf, Member of the Executive Board and Chief Operating Officer (COO) of HOCHTIEF Aktiengesellschaft, Essen, and of HOCHTIEF Solutions AG, Essen Nikolaus Graf von Matuschka Aldenhoven/Jüchen, Member of the Executive Board and Labor Director of HOCHTIEF Aktiengesellschaft, Essen and Chairman of the Executive Board and Labor Director of HOCHTIEF Solutions AG, Essen a) HOCHTIEF Infrastructure GmbH (Chairman) Malteser Deutschland ggmbh 43

44 Responsibility Statement To the best of our knowledge, and in accordance with the applicable reporting principles, the annual financial statements give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company, and the management report, which is combined with the Group management report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the material opportunities and risks associated with the expected development of the Company. Essen, February 20, 2018 HOCHTIEF Aktiengesellschaft The Executive Board Marcelino Fernández Verdes Peter Sassenfeld Nikolaus Graf von Matuschka José Ignacio Legorburo Escobar 44

45 Independent auditors report To HOCHTIEF Aktiengesellschaft, Essen/Germany Report on the audit of the annual financial statements and the combined management report Audit opinions We have audited the annual financial statements of HOCHTIEF Aktiengesellschaft, Essen/Germany, which comprise the balance sheet as at December 31, 2017, and the statement of earnings for the financial year from January 1 to December 31, 2017 and the notes to the financial statements, including the recognition and measurement policies presented therein. In addition, we have audited the management report of HOCHTIEF Aktiengesell schaft, Essen/ Germany, for the financial year from January 1 to December 31, In accordance with the German legal requirements, we have not audited the content of the management report specified in the Other information section of our auditors report. In our opinion, on the basis of the knowledge obtained in the audit, the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law applicable to business corporations and give a true and fair view of the assets, liabilities and financial position of the Company as at December 31, 2017 and of its financial performance for the financial year from January 1 to December 31, 2017 in compliance with German Legally Required Accounting Principles, and the accompanying combined management report as a whole provides an appropriate view of the Company s position. In all material respects, this management report is consistent with the annual financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the management report does not cover the content of the management report specified in the Other information section of our auditors report. Pursuant to Section 322 (3) Sentence 1 German Commercial Code (HGB), we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements and of the management report. Basis for the audit opinions We conducted our audit of the annual financial statements and of the management report in accordance with Section 317 German Commercial Code (HGB) and the EU Audit Regulation (No. 537/2014; referred to subsequently as EU Audit Regulation ) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). Our responsibilities under those requirements and principles are further described in the Auditor s Responsibilities for the Audit of the Annual Financial Statements and of the Management Report section of our auditors report. We are independent of the Company in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) Point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the annual financial statements and on the management report. 45

46 Key audit matters in the audit of the annual financial statements Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual financial statements for the financial year from January 1 to December 31, These matters were addressed in the context of our audit of the annual financial statements as a whole and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters. In the following, we present the key audit matter we have determined in the course of our audit, namely the valuation of shares in affiliated companies: Our presentation of this key audit matter has been structured as follows: a) Description (including reference to corresponding information within the financial statements) b) Auditor s response c) Key observations Valuation of shares in affiliated companies a) Within the annual financial statements of HOCHTIEF Aktiengesellschaft as at December 31, 2017, shares in affiliated companies of EUR 2.9 billion (and thus 76.7% of the balance sheet total) are disclosed. The measurement was made at acquisition cost or at lower fair value in case a presumably lasting impairment in value was on hand. The material investments HOCHTIEF Solutions AG as well as HOCHTIEF Americas GmbH bundle most of the European and/or of the North American business activities. Based on a discounted cash flow method, an equity value was determined for valuation purposes, being the difference between the total corporate value and the net financial position, which is matched with the respective investment s book value. The underlying cash flows base on the corporate planning, which considers the expectations of the Executive Board members. The relevant present values are determined by discounting the weighted capital costs of the respective investment. In case of the listed Australian subsidiary CIMIC Group Limited (CIMIC), in which HOCHTIEF Aktiengesellschaft indirectly participates via HOCHTIEF Asia Pacific GmbH as well as via another interim holding company, an assessment of the corporate value is made on the basis of the listed stock exchange rate of CIMIC as of balance sheet date and, supplementary, as of the date of preparation of the annual financial statements. With regard to the sundry shares in affiliated companies, the respective investment value is subject to an impairment test as of balance sheet date. In doing so, in particular the current corporate planning as well as the analysis of the net assets, financial position and results from operations of the respective investment are considered. A detailed corporate assessment is made by means of a discounted cash flow method if this up-front analysis gives hints for a possible impairment. In case of investments written down in the past, a write-up is made if the reasons for the lower value lapse. 46

47 The outcome of the valuations determined under using the discounted cash flow method is highly depending on how the Executive Board members assess the future cash flows and which discounting rates they use. Also when determining the recoverability of the sundry shares in affiliated companies, the Executive Board members make estimations that bear uncertainties. Against this background and given the great significance of the item for the net assets, the financial position and the results from operations of HOCHTIEF Aktiengesellschaft, the measurement of the shares in affiliated companies were defined as key audit matter of our annual audit. The information provided by the Executive Board members on the shares in affiliated companies is included in the chapters Financial assets under the Accounting and valuation principles and in the chapter Fixed assets within the notes to the financial statements. b) Within the scope of our audit of the fair values of the shares in affiliated companies, we have audited the methodical approach and the arithmetical correctness of the valuations that were made according to the discounted cash flow method. We in particular critically assessed the underlying material assumptions as regards the future cash flows and the used weighted capital costs. In doing so, we have relied, amongst other, on industry-specific market expectations and on the explanations of the underlying corporate planning. With regard to HOCHTIEF Asia Pacific GmbH, we have audited the used stock market price by means of published official quotations including the currency translation and the thereof derived market capitalization. We abstained from performing further audit procedures due to a material covering compared to the book value. For the rest we have analyzed in detail the net assets, the financial position and the results from operations of the material equity investments. In doing so, we have also considered the findings from the audits performed at these investments and from our analysis of the corporate planning. c) Based on the applied different methods for reviewing the value recognized for the shares in affiliated companies, the Executive Board members of HOCHTIEF Aktiengesellschaft have not made any write-downs for the financial year In case of HOCHTIEF Solutions AG, a write-up of EUR 204 million was made up to the original acquisition cost. The assumptions taken by the Executive Board members when applying the discounted cash flow methods are in line with the available information. The used valuation methods and the analyses applied are adequate. Other information The Executive Board members are responsible for the other information. The other information comprises: the statement on corporate governance in accordance with Sec. 289f German Commercial Code (HGB) included in Chapter Corporate Governance und Compliance of the combined management report the Corporate Governance Report pursuant to No of the German Corporate Governance Code, to which reference is made within the Chapter Corporate Governance und Compliance of the combined management report, the non-financial statement included in the combined annual financial and sustainability report in accordance with Secs. 315b to 315c German Commercial Code (HGB) and the Executive Board members confirmation relating to the annual financial statements and to the combined management report pursuant to Section 264 (2) Sentence 3 and Section 289 (1) Sentence 5 German Commercial Code (HGB) respectively. Our audit opinions on the annual financial statements and on the management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon. 47

48 In connection with our annual audit, our responsibility is to read the other information and, in so doing, to consider whether the other information is materially inconsistent with the annual financial statements, with the combined management report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Executive Board members and the Supervisory Board for the annual financial statements and the combined management report The Executive Board members are responsible for the preparation of the annual financial statements that comply, in all material respects, with the requirements of German commercial law applicable to business corporations, and that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German Legally Required Accounting Principles. In addition, the Executive Board members are responsible for such internal control, as they, in accordance with German Legally Required Accounting Principles, have determined necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud or error. In preparing the annual financial statements, the Executive Board members are responsible for assessing the Company s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith. Furthermore, the Executive Board members are responsible for the preparation of the management report that as a whole provides an appropriate view of the Company s position and is, in all material respects, consistent with the annual financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the Executive Board members are responsible for such arrangements and meas ures (systems) as they have considered necessary to enable the preparation of a management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the management report. The Supervisory Board is responsible for overseeing the Company s financial reporting process for the preparation of the annual financial statements and of the management report. Auditor s responsibilities for the audit of the annual financial statements and the combined management report Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the management report as a whole provides an appropriate view of the Company s position and, in all material respects, is consistent with the annual financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditors report that includes our audit opinions on the annual financial statements and on the combined management report. 48

49 Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 German Commercial Code (HGB) and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements and this management report. We exercise professional judgment and maintain professional skepticism throughout the audit. We also Identify and assess the risks of material misstatement of the annual financial statements and of the management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Obtain an understanding of internal control relevant to the audit of the annual financial statements and of arrangements and measures relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems of the Company. Evaluate the appropriateness of accounting policies used by the Executive Board members and the reasonableness of estimates made by the Executive Board members and related disclosures. Conclude on the appropriateness of the Executive Board members use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditors report to the related disclosures in the annual financial statements and in the management report or, if such disclosures are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern. Evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German Legally Required Accounting Principles. Evaluate the consistency of the combined management report with the annual financial statements, its conformity with German law, and the view of the Company s position it provides. Perform audit procedures on the prospective information presented by the Executive Board members in the combined management report. Based on sufficient appropriate audit evidence, we evaluate, in particular, the significant assumptions used by the Executive Board members as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 49

50 We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter. Other legal and regulatory requirements Further information pursuant to Article 10 of the EU Audit Regulation We were elected as auditor by the annual general meeting on May 10, We were engaged by the Supervisory Board on May 10, We have been the auditor of HOCHTIEF Aktiengesellschaft, Essen/Germany, without interruption since the financial year We declare that the audit opinions expressed in this auditors report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report). German public auditor responsible for the engagement The German Public Auditor responsible for the engagement is Prof. Dr. Holger Reichmann. Düsseldorf/Germany, February 20, 2018 Deloitte GmbH Wirtschaftsprüfungsgesellschaft Signed: Bedenbecker Wirtschaftsprüfer [German Public Auditor] Signed: Prof. Dr. Reichmann Wirtschaftsprüfer [German Public Auditor] 50

51 Publication Details and Credits Published by: HOCHTIEF Aktiengesellschaft Opernplatz 2, Essen, Germany Tel.: , Fax: Photo credits: Iain Masterton Imaging work, typesetting and prepress: Creafix GmbH, Solingen Printed by: Druckpartner, Essen These Annual Financial Statements are printed on ecofriendly Maxi Silk coated paper certified in accordance with the rules of the Forest Stewardship Council (FSC). These annual financial statements are a translation of the original German version, which remains definitive.

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