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, 2016 We are building the world of tomorrow.

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3 Annual Financial Statements of HOCHTIEF Aktiengesellschaft as of December 31, 2016 Balance Sheet...4 Statement of Earnings...5 Notes to the Financial Statements...6 Subsidiaries, associates, and other participating interests of HOCHTIEF Aktiengesellschaft...33 Executive Board Proposal for the Use of Net Profit...40 Responsibility Statement Auditors Report Boards...44 The 2016 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 28 of the Group Report

4 Balance Sheet of HOCHTIEF Aktiengesellschaft (EUR thousand) See note Dec. 31, 2016 Dec. 31, 2015 Assets Non-current assets (1) Intangible assets 6,122 8,265 Property, plant and equipment 20,488 19,429 Financial assets 2,625,899 2,484,243 2,652,509 2,511,937 Current assets Inventories (2) 14,276 16,434 Receivables and other assets (3) 572, ,228 Marketable securities (4) 1, ,617 Cash and cash equivalents (5) 341, , , ,548 Prepaid expenses (6) 8,909 13,243 Excess of plan assets over obligations (9) 18,812 15,750 3,609,099 3,531,478 Liabilities and Shareholders Equity *Plus conditional capital with a nominal value of EUR 46,080 thousand* Shareholders equity (7) Subscribed capital* 164, ,432 Treasury stock (133) (10,543) Reserves 1,100,040 1,043,529 Distributable profit 167, ,619 1,431,695 1,349,037 Provisions Provisions for pensions and similar obligations (9) 34,622 34,618 Other provisions (10) 58,324 75,805 92, ,423 Liabilities (11) 2,084,018 2,071,553 Deferred income (12) ,609,099 3,531,478 4

5 Statement of Earnings of HOCHTIEF Aktiengesellschaft (EUR thousand) See note Sales (14) 68,768 38,381 Change in work in progress (644) (491) Other operating income (15) 51,741 53,244 Materials (16) (14,204) (17,487) Personnel costs (17) (25,062) (31,169) Depreciation and amortization (18) (3,172) (3,455) Other operating expenses (19) (115,699) (91,739) Net income from financial assets (20) 380, ,855 Net interest income (21) (56,695) (93,025) Writedowns on financial assets and marketable securities (22) (70) Profit before tax 285, ,044 Income taxes (23) 4,888 (16,330) Profit after income taxes 290, ,714 Other taxes (24) (539) (1,269) Net profit before changes in reserves 289, ,445 Net profit brought forward 10,146 2,762 Changes in retained earnings (7) (132,469) (13,588) Proceeds from capital reduction (7) 12,824 Appropriation to capital reserve (7) (12,824) Distributable profit 167, ,619 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). The new provisions of the German Accounting Directive Implementation Act (BilRUG) were applied for the first time. HOCHTIEF Aktiengesellschaft does not generally adjust prior-year figures in this connection. Above and beyond this, 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. Long-term 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 semi-retirement 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. For the first time in 2016, the average for pension obligations was calculated based on the market interest rate over the last ten years. The difference between this and measurement using the previous seven-year average interest rate is EUR 20,959 thousand. This amount reduces the interest expense and is normally barred from dividend distribution. The average for other post-employment and similar long-term obligations continues to be calculated over a period of seven years. If the change in the discount rate at the end of the year produces only a non-material change in pension obligations, the figure determined and published by the German Bundesbank as of September 30 each year is applied. If there is a material change in capital market interest rates, allowance is also made for the effect, foreseeable as of September 30, of determining the average interest rate as of 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 2016, 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. Losses due to changes in exchange rates are recognized as expense. 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 and to hedge our share-based payment plans. 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 the forward exchange rates for the relevant currencies at the measurement date. Fair values of stock forward contracts and stock options are determined from market prices at the measurement date. Hedged items are valued as a unit with their corresponding hedging transactions if they are 8

9 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, 2016 Additions Disposals Dec. 31, 2016 Intangible assets Concessions, industrial property and similar rights and assets, and licenses in such rights and assets, acquired for valuable consideration 37, ,492 37, ,492 Property, plant and equipment Land, similar rights and buildings, including buildings on land owned by third parties 59,813 1,524 3,465 57,872 Technical equipment and machinery 3,151 1,942 5,093 Other equipment and office equipment 6, ,485 69,535 3,574 3,659 69,450 Financial assets Shares in affiliated companies 2,669, ,026 3,153 2,845,012 Long-term loans to affiliated companies 36,316 36,316 Other participating interests 17,492 17,492 Long-term securities investments 17, ,283 16,292 2,740, ,255 40,752 2,878,796 Total non-current assets 2,846, ,250 44,411 2,985,738 The EUR 6,122 thousand in intangible assets mainly relates to prepaid bank guarantee commitment fees. In the previous year, writedowns due to impairment were reversed in the amount of EUR 833 thousand on other equipment and office equipment. The shares in affiliated companies mainly relate to HOCHTIEF Asia Pacific GmbH, Essen, HOCHTIEF Americas GmbH, Essen, and HOCHTIEF Insurance Broking and Risk Management Solutions GmbH, Essen. The long-term loans to affiliated companies recognized as of December 31, 2015 were repaid in full in the year under review. A list of the subsidiaries, associates, and other equity interests held by HOCHTIEF Aktiengesellschaft is provided starting on page 33. 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, 2016 Cumulative depreciation and amortization Depreciation and amortization in 2016 Disposals Dec. 31, 2016 Carrying amount at Dec. 31, 2016 Carrying amount at Dec. 31, ,806 2,564 31,370 6,122 8,265 28,806 2,564 31,370 6,122 8,265 43, ,561 41,863 16,009 16,768 2, ,318 2, , ,781 1,704 1,728 50, ,752 48,962 20,488 19, ,560 3, ,407 2,609,605 2,430,579 36,316 17,490 17, ,292 17, ,050 3, ,897 2,625,899 2,484, ,962 3,172 4, ,229 2,652,509 2,511, Inventories Inventories comprise in their entirety EUR 14,276 thousand (2015: EUR 16,434 thousand) in work in progress. 3. Receivables and other assets Dec. 31, 2016 Of which: Dec. 31, 2015 Of which: remaining term remaining term (EUR thousand) above 1 year above 1 year Trade receivables Receivables from affiliated companies 560, , , ,256 Receivables from companies in which the Company has participating interests 4 14 Other assets 11,463 1,644 19,449 4, , , , ,553 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, entitlements from real estate sales, other non-trade receivables, and other assets. Other assets totaling EUR 1,644 thousand (2015: EUR 2,402 thousand) are subject to restrictions. 4. Marketable securities Securities comprise EUR 1,373 thousand (2015: EUR 197,617 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 consisted of prepaid loan liabilities and rents. The difference between the settlement amount and issue amount of liabilities came to EUR 4,060 thousand (2015: EUR 5,973 thousand). 7. Shareholders equity (EUR thousand) Amount on Jan. 1, 2016 Change in treasury stock Capital reduction Amount after capital reduction Dividends distributed Net profit before changes in reserves Change in capital/ retained earnings Amount on Dec. 31, 2016 Subscribed capital 177,432 (12,824) 164, ,608 Treasury stock (10,543) (2,414) 12,824 (133) (133) Capital reserve 804, , , ,427 Retained earnings Statutory reserve 1,492 1,492 1,492 Other retained earnings 237,874 (76,398) (12,824) 148, , ,121 Total reserves 1,043,529 (75,958) 967, ,469 1,100,040 Distributable profit 138, ,619 (128,473) 289,503 (132,469) 167,180 1,349,037 (78,372) 1,270,665 (128,473) 289,503 1,431,695 Between January 12, 2016 and March 10, 2016, 954,717 shares of treasury stock were purchased for a total price of EUR 79,655,955 (an average price of EUR per share) as part of the stock buyback program decided upon on January 11, 2016 for the purposes provided for in the authorizing 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 shares represent EUR 2,444,076 (1.48%) of the Company s capital stock. 12

13 In accordance with the authorization granted at the Annual General Meeting of May 11, 2016 to cancel shares of treasury stock and shares acquired in accordance with Section 71 (1) No. 8 of the German Stock Corporations Act (AktG), the Executive Board passed a resolution on September 19, 2016 to cancel 5,009,434 shares of treasury stock. The Supervisory Board approved the cancellation. Following the cancellation, the Company s capital stock is divided into 64,300,000 no-par-value bearer shares. Concurrently with the cancellation, the Company s capital stock was reduced to EUR 164,608, The capital reduction was effected by cancellation of treasury stock acquired in accordance with Section 71 (1) No. 8 Sentence 6 AktG by application of the simplified cancellation procedure (Section 237 (3) No. 2 AktG). Each share accounts for EUR 2.56 of capital stock. As of December 31, 2016, HOCHTIEF Aktiengesellschaft held a total of 52,142 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 133,484 (0.08%) of the Company s capital stock. Including treasury stock still held, subscribed capital totaled EUR 164,475 thousand (2015: EUR 166,889 thousand) as of December 31, 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 2,231 thousand (2015: EUR 1,791 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). EUR 132,469 thousand was transferred to other retained earnings from net profit for the year (2015: EUR 13,588 thousand). This was offset within other retained earnings by a EUR 76,398 thousand charge against equity for the purchase cost from the net change in treasury stock as well as EUR 12,824 thousand for the capital stock represented by the cancelled shares. Reserves in the amount of EUR 23,334 thousand (2015: EUR 18,355 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 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. 13

14 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 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 54,000 thousand by or before May 5, 2020 (Authorized Capital I). Detailed provisions are contained in the stated section of the Articles. Pursuant to 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. 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 14

15 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. 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. In May 2016, 11,492 shares of treasury stock were transferred to members of the Executive Board of the Company and to a former member of the Executive Board of HOCHTIEF Solutions AG 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 29,420 (0.018%) of the Company s capital stock. 15

16 8. Share-based payment The following Group-wide share-based payment systems were in force for managerial staff of HOCHTIEF Aktiengesellschaft and its affiliates in 2016: 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 is based on stock awards and consists 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 is ten years. The waiting period after the granting of each tranche is three years. The exercise period is between five and seven years, depending on the tranche. The conditions stipulate that, after the waiting period, entitled individuals receive 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 is capped for each year of the exercise period. The cap rises annually up to a maximum gain at the end of the term. The maximum gain is 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 and the third 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. Alongside grants of stock appreciation rights (SARs), LTIP 2010 also provided for grants of stock awards. The SARs can 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 is 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 is at least 10% (absolute performance threshold). The relative performance threshold is waived if the average stock market price of HOCHTIEF stock exceeds 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 are met, the SARs can be exercised at any time after a four-year waiting period except during a short period before publication of any business results. When SARs are exercised, the issuing entity pays out the difference between the then current stock price and the issue price. The gain is limited to EUR per SAR. 16

17 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 maximum gain was set to EUR per stock award. The plan for the stock awards ended in Long-term Incentive Plan 2011 The Long-term Incentive Plan 2011 (LTIP 2011) was launched by resolution of the Supervisory Board in 2011 and is open to Executive Board members and upper managerial employees of HOCHTIEF Aktiengesellschaft and its affiliates. The conditions did not differ in any material respect from those of LTIP The gain was limited to EUR per SAR and EUR per stock award. The plan for the SARs was exercised in full in 2016 and the plan for the stock awards ended 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 affiliates. The plan conditions differ from those of LTIP 2011 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. 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 differ 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 can be exercised depends on attainment of the planned value range for adjusted free cash flow. This value range is set in the business plan for each exercise year. The gain is limited to EUR per SAR and EUR per stock award. 17

18 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 years to three and the timeframe commensurately to six years (SARs) and five years (stock awards). The gain is limited to EUR per SAR and EUR per stock award. Other information Return on net assets (RONA) Return on net assets (RONA) indicates how well HOCHTIEF s assets are performing as an investment and thus measures the profitability of the HOCHTIEF Group. RONA measures return as a percentage of net assets. For this purpose, return is defined as operational earnings (EBIT, shown in the Operational Statement of Earnings) plus interest income from the Group s financial assets. The net assets figure reflects the total capital commitment from which returns are to be generated. The HOCHTIEF Group generated a return on net assets (RONA) of 15.9% in 2016 (2015: 13.2%). RONA thus increased by 2.7 percentage points compared with the prior year. 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 met by the affiliated company concerned. Provisions recognized for the stated share-based payment arrangements totaled EUR 11,492 thousand as of the balance sheet date (2015: EUR 8,199 thousand). The total expense recognized for the stated arrangements in 2016 was EUR 6,074 thousand (2015: EUR 5,020 thousand). The intrinsic value of options exercisable at the end of the reporting period was EUR 3,197 thousand (2015: EUR 1,492 thousand). 18

19 The quantities of SARs and stock awards granted, expired and exercised under the plans so far are as follows: Originally granted Outstand ing at Dec. 31, 2015 Granted in Cash-in 2016 Cash-out Expired in 2016 Exercised/ settled in 2016 Outstanding at Dec. 31, 2016 TERP 2008/Tranche 2 146,000 3, ,900 TERP 2008/Tranche 3 84,100 9,200 9,200 0 LTIP 2011 SARs 84,950 17,100 17,100 0 LTIP 2011 stock awards 43, LTIP 2012 SARs 102, , ,506 LTIP 2012 stock awards 23,086 16,619 15,069 1,550 LTIP 2013 SARs 38,288 38,288 38,288 LTIP 2013 stock awards 9,297 9,297 9,297 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 LTIP 2016 stock awards 17,328 17, Provisions for pensions and similar obligations Company pensions at HOCHTIEF Aktiengesellschaft comprise a system of modules 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 175,564 thousand as of December 31, 2016 (December 31, 2015: EUR 185,264 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 19

20 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. Assets were offset against pension obligations as follows in the balance sheet as of December 31, 2016: December 31, 2016 December 31, 2015 (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 (48,927) (218,485) (267,412) (51,749) (229,511) (281,260) Fair value of assets offset against obligations (Section 246 (2) Sentence 2 HGB) 67, , ,602 67, , ,392 Balance 18,812 (34,622) (15,810) 15,750 (34,618) (18,868) Acquisition cost of assets offset against obligations (Section 246 (2) Sentence 2 HGB) 67, , ,269 67, , ,037 Pension payments totaled EUR 21,461 thousand in the reporting year (2015: EUR 21,953 thousand). The pension expense is made up as follows: (EUR thousand) Pension expense 1,319 (1,534) Personnel expense 1,319 (1,534) Interest expense from unwinding of discount and changes in discount factor 7,696 28,695 Gains/(losses) on plan assets offset against pension expense (Section 246 (2) Sentence 2 HGB) (10,159) 188 Net interest income (2,463) 28,883 Total gain/(expense) (1,144) 27,349 The negative pension expense in 2015 is the result of a higher mortality rate compared with the measurement assumptions. 20

21 10. Other provisions (EUR thousand) Dec. 31, 2016 Dec. 31, 2015 Provisions for taxes 16,536 20,579 Sundry other provisions 41,788 55,226 58,324 75,805 Other provisions cover items such as personnel-related provisions, risks in real estate and equity holdings, onerous contracts not accounted for elsewhere, costs of preparing the annual financial statements, warranties, litigation risks, and other uncertain liabilities. 11. Liabilities (EUR thousand) 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 Dec. 31, 2014 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 1,801, ,756 1,250,000 1,801,897 51,897 1,750,000 Amounts due to banks 1,566 1,566 51,457 51,457 Trade payables 2,762 2,762 2,292 2,292 Amounts due to affiliated companies 262, , , ,500 3,300 Amounts due to companies in which the Company has participating interests 1 1 1,174 1,174 Other liabilities 15,067 14, ,933 15, Of which: from taxes [9,783] [9,783] [11,362] [11,362] Of which: from social insurance contributions [10] [10] [38] [38] 2,084, ,851 1,250,167 2,071, ,187 1,753,366 The bonds issued by HOCHTIEF Aktiengesellschaft comprise the following: Carrying amount Dec. 31, 2016 (EUR thousand) Carrying amount Dec. 31, 2015 (EUR thousand) Principal amount Dec. 31, 2016 (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, , , March ,801,756 1,801,897 A promissory note loan taken out in 2012 with an initial term of four years and for a nominal amount of EUR 50,000 thousand, which was reported under amounts due to banks, was repaid on schedule at the end of the loan term on December 13, Consequently, HOCHTIEF Aktiengesellschaft no longer had any outstanding promissory note loan issues at the balance sheet date. 21

22 In December 2011, an international banking syndicate provided HOCHTIEF with a five-year credit facility at market terms including a EUR 0.5 billion cash tranche. The credit facility expires in April As in the prior year, there are no drawings on the cash tranche as of the reporting date. Amounts due to affiliated companies are largely connected with intra-group financial management. Sundry other liabilities include tax liabilities, payroll liabilities, other non-trade payables, and other obligations. As in the prior year, there are no liabilities with a remaining time to maturity of more than five years as of the balance sheet date. 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. Based on our assessment of their financial standing, all companies can meet the underlying obligations and recourse to HOCHTIEF Aktiengesellschaft is not probable. (EUR thousand) Dec. 31, 2016 Dec. 31, 2015 Obligations from guarantees, sureties, and letters of support 967,103 1,025,178 Of which: for affiliated companies [951,200] [952,995] In connection with an intra-group restructuring in 2012, HOCHTIEF Aktiengesellschaft also gave a five-year asset value guarantee for an investment. The guarantee was not utilized and expired at the end of January The syndicated guarantee (EUR 1.5 billion) and credit facility (EUR 0.5 billion) continues to be a central long-term financing instrument for HOCHTIEF Aktiengesellschaft. The facility permits the furnishing of guarantees for ordinary activities, mainly of the HOCHTIEF Europe division. In addition, HOCHTIEF Aktiengesellschaft has provided an unlimited bonding guarantee 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 2016, as in the prior year. USD 5,783 million was utilized as of December 31, 2016 (2015: USD 6,491 million). There is also a syndicated credit facility in favor of Flatiron, which is likewise backed by a Group guarantee furnished by HOCHTIEF Aktiengesellschaft. No recourse has ever been made to these guarantees provided by HOCHTIEF. On the basis of the financial situation, none is anticipated for the future. 22

23 Significant guarantee facilities Total amount available Drawings Expires (billion) HOCHTIEF Aktiengesellschaft Syndicated guarantee facility (EUR) April 2019 Other guarantee facilities (EUR) n/a Turner/Flatiron Bonding guarantee (USD) n/a Flatiron syndicated guarantee facility (CAD) December 2018 Moreover, HOCHTIEF Aktiengesellschaft is liable for joint venture guarantees given by Flatiron Construction Corporation up to a maximum of the total contract value. This amounted to EUR 998,374 thousand as of December 31, 2016 (2015: EUR 967,386 thousand). Other financial obligations include EUR 74,834 thousand (2015: EUR 86,887 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 56,128 thousand (2015: EUR 72,312 thousand). Derivative financial instruments Derivatives not measured at fair value because they were valued as a unit with a hedged item or had a positive market value had a net fair value of EUR 22 thousand as of December 31, 2016 (2015: EUR 9,751 thousand). Our cash-settled share-based compensation plans were not hedged as of the balance sheet date. In the previous year, the plans were hedged with four stock options and two stock forward contracts. 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 20,446 thousand (2015: EUR 23,426 thousand). Service cost allocations in the amount of EUR 46,983 thousand are also included. Had the German Accounting Directive Implementation Act (BilRUG) applied in 2015, the stipulated accounting reclassifications would have resulted in a prior-year figure of EUR 77,360 thousand. 15. Other operating income This item consists of income in connection with reversals of provisions, disposals of marketable securities, disposals of property, plant and equipment, and allocated charges. Prior-period income relates to EUR 37,114 thousand from claims for reimbursement and EUR 4,733 thousand (2015: EUR 5,588 thousand) from the reversal of provisions. Other operating income also includes EUR 1,606 thousand (2015: EUR 1,250 thousand) in exchange rate gains. Had the German Accounting Directive Implementation Act (BilRUG) applied in 2015, the stipulated accounting reclassifications would have resulted in a prior-year figure of EUR 14,265 thousand. 16. Materials (EUR thousand) Raw materials, supplies, and purchased goods Purchased services 13,533 16,693 14,204 17,487 Had the German Accounting Directive Implementation Act (BilRUG) applied in 2015, the stipulated accounting reclassifications would have resulted in a prior-year figure of EUR 15,182 thousand. 17. Personnel costs (EUR thousand) Wages and salaries 21,843 29,929 Social insurance and support 1,900 2,335 Pensions 1,319 (1,095) 25,062 31,169 Employees (average for the year) Waged/industrial employees 4 4 Salaried/office employees As in the prior year, the decrease in the number of employees at HOCHTIEF Aktiengesellschaft in the year under review is primarily the result of decentralizing the activities of the legal and project finance functions to the German 24

25 subsidiaries HOCHTIEF Infrastructure GmbH, HOCHTIEF Engineering GmbH, HOCHTIEF Building GmbH, and HOCHTIEF PPP Solutions GmbH, following which the respective employees continued their employment in the subsidiaries concerned. 18. Depreciation and amortization (EUR thousand) Intangible assets 2,564 2,601 Property, plant and equipment ,172 3,455 The figures related solely to depreciation and amortization, with no impairments. 19. Other operating expenses Other operating expenses primarily relate to rentals and lease payments, consulting fees, IT costs, Supervisory Board compensation, allocated charges, court costs, attorneys and notaries fees, mail and funds transfer expenses, travel expenses, costs of preparing the annual financial statements, and writedowns on receivables in the amount of EUR 29,060 thousand. The item also includes EUR 34,400 thousand in writedowns on uncollectible receivables, and EUR 1,733 thousand (2015: EUR 1,106 thousand) in foreign exchange losses. Had the German Accounting Directive Implementation Act (BilRUG) applied in 2015, the stipulated accounting reclassifications would have resulted in a prior-year figure of EUR 94,044 thousand. 20. Income from financial assets (net) (EUR thousand) Income from profit/loss transfer agreements 245, ,859 Income from participating interests 156,526 Of which: from affiliated companies [156,526] [ ] Expenses from transfer of losses (23,756) (70,708) Income from other securities and long-term loans 1,874 1,704 Of which: from affiliated companies [1,439] [1,451] 380, ,855 The income from profit/loss transfer agreements mainly relates to the subsidiaries HOCHTIEF Asia Pacific GmbH (EUR 152,262 thousand; 2015: EUR 179,498 thousand), HOCHTIEF Americas GmbH (EUR 83,268 thousand; 2015: EUR 75,585 thousand), and HOCHTIEF Insurance Broking and Risk Management Solutions GmbH (EUR 9,114 thousand; 2015: EUR 125,943 thousand). Income from participating interests (EUR 156,526 thousand) is solely attributable to the subsidiary HOCHTIEF Asia Pacific GmbH. 25

26 The expenses from transfer of losses mainly relate to the subsidiaries HOCHTIEF Solutions AG (EUR 16,153 thousand; 2015: EUR 50,523 thousand) and HOCHTIEF Projektentwicklung GmbH (EUR 7,525 thousand; 2015: EUR 20,110 thousand). 21. Interest expense (EUR thousand) Other interest and similar income 35,518 33,305 Of which: from affiliated companies [32,883] [32,182] Interest and similar expenses (92,213) (126,330) Of which: to affiliated companies [(1,999)] [(2,075)] (56,695) (93,025) The EUR 7,696 thousand interest expense compounding pension provisions (2015: EUR 28,695 thousand) is offset in net interest income against the EUR 10,159 thousand in gains or losses on plan assets (2015: minus EUR 188 thousand). A positive balance is shown under other interest and similar income; a negative balance under interest and similar expenses. Interest and similar expenses also contain EUR 250 thousand (2015: EUR 174 thousand) in interest expense compounding other provisions with a remaining term of more than one year. 22. Writedowns on financial assets and marketable securities In the prior year, this item contained EUR 70 thousand in writedowns on shares in affiliated companies. 23. Income taxes This item mainly contains municipal trade tax and corporate income tax. 24. Other taxes This item mainly contains excise duties previously included in other operating expenses. 26

27 25. Total Executive Board and Supervisory Board compensation Executive Board compensation for 2016 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 2016 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. In addition to these financial targets, the Supervisory Board can annually stipulate up to four strategic targets that apply uniformly for all members of the Executive Board. 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 those 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 Aktiengesellschaft 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 (EUR thousand) Fernández Verdes Legorburo von Matuschka Sassenfeld Chairman of the Executive Board Member of the Executive Board Member of the Executive Board Chief Financial Officer Date joined: April 15, 2012 Date joined: May 7, 2014 Date joined: May 7, 2014 Date joined: November 1, ) Granted Minimum Maximum Granted Minimum Maximum Granted Minimum Maximum Granted Minimum Maximum Fixed compensation 1,038 1,069 1,069 1, Fringe benefits Total 1,075 1,119 1,119 1, One-year variable compensation 1,260 1, , Multi-year variable compensation Long-term incentive component I 2) 1,066 1, , Long-term incentive component II 3) LTIP stock awards (5-year term) 4) LTIP stock appreciation rights (6-year term) 4) Total 4,467 4,831 1,119 4,831 1,366 1, ,448 1,543 1, ,669 2,674 2, ,898 Pension expenses 1,656 1,142 1,142 1, Total compensation 6,123 5,973 2,261 5,973 1,548 1, ,580 1,766 1, ,832 3,286 3, ,162 1) Excluding subsequent restatement (see compensation for past years) 2) Transfer of shares with two-year retention period 3) Granted as long-term incentive plan 4) Value at grant date Benefits allocated (EUR thousand) Fernández Verdes Legorburo von Matuschka Sassenfeld Chairman of the Executive Board Member of the Executive Board Member of the Executive Board Chief Financial Officer Date joined: April 15, 2012 Date joined: May 7, 2014 Date joined: May 7, 2014 Date joined: November 1, ) Fixed compensation 1,069 1, Fringe benefits Total 1,119 1, One-year variable compensation 1,379 1, Multi-year variable compensation Long-term incentive component I 2) 1,167 1, Long-term incentive component II Total 3,665 3,401 1,076 1,026 1,313 1,178 2,222 1,996 Pension expenses 1,142 1, Total compensation 4,807 5,057 1,208 1,208 1,476 1,401 2,486 2,608 1) Excluding subsequent restatement (see compensation for past years) 2) 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 77,662 thousand (2015: EUR 77,376 thousand). Payments to former members of the Executive Board and their surviving dependents were EUR 4,471 thousand (2015: EUR 4,869 thousand). Pension obligations to former members of the Executive Board and their surviving dependents totaled EUR 68,733 thousand (2015: EUR 70,148 thousand). (EUR thousand) Fernández Verdes Legorburo von Matuschka Sassenfeld Executive Board total Present value of pension benefits , , , , , ,228 Executive Board compensation for past years For 2015, as a result of Mr. Fernández Verdes exceptional performance, the Supervisory Board set overall target attainment for Mr. Fernández Verdes for the STIP, LTIP I, and LTIP II components from % to 200%. Compensation was awarded accordingly in the amount of EUR 79 thousand short-term incentive, EUR 67 thousand long-term incentive I, and EUR 67 thousand long-term incentive II. In addition, the Supervisory Board resolved to award a special bonus of EUR 470 thousand for Mr. Fernández Verdes in recognition of his exceptional performance. In addition, in 2016, the Supervisory Board adopted a Long-term Incentive Plan 2016 (LTIP 2016) for the members of the Executive Board to satisfy the long-term incentive component II from This comprises grants of stock appreciation rights (SARs) and stock awards (phantom stock). If the applicable exercise targets are met after a three-year waiting period, the 2016 stock appreciation rights grant the Executive Board members a monetary claim against the Company, which they can exercise over the then following three years. The amount of the claim depends on the development of the share price within the waiting and exercise periods. Furthermore, relative and absolute performance targets, which cannot be modified retroactively, have to be met. The terms of the 2016 stock awards provide that after the three-year waiting period, those entitled have, for each 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 29

30 day of stock market trading prior to the exercise date. The value of all entitlements under Long-term Incentive Plan 2016 is capped (at a 50% increase in the share price) so that the amount of compensation stays appropriate in the event of extraordinary, unforeseeable developments. Mr. Fernández Verdes was granted 40,395 stock appreciation rights and 7,733 stock awards, in each case worth EUR 567 thousand at the grant date. Mr. Legorburo was granted 12,097 stock appreciation rights and 2,316 stock awards, in each case worth a total of EUR 170 thousand at the grant date. Mr. von Matuschka was granted 13,825 stock appreciation rights and 2,647 stock awards, in each case worth a total of EUR 194 thousand at the grant date. Mr. Sassenfeld was granted 24,194 stock appreciation rights and 4,632 stock awards, in each case worth a total of EUR 339 thousand at the grant date. 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 , , , , ,261 *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 CEO and Executive Chairman of CIMIC in 2016, Mr. Fernández Verdes received a lump-sum expense allowance of EUR 358 thousand*, fringe benefits in the amount of EUR 8 thousand*, and a special bonus of EUR 2,057 thousand for exceptional performance during his term in office. The stock appreciation rights granted by CIMC to Mr. Fernández Verdes in 2014 led to an expense in the amount of EUR 9,403 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 2016 is shown in the table below. (EUR thousand) Fixed compensation (net) Attendance feets (net) Total compensation (net) Pedro López Jiménez 195,000 16, ,000 Gregor Asshoff 47,300 8,000 55,300 Ángel García Altozano 130,000 18, ,000 Beate Bell 97,500 14, ,000 Christoph Breimann 41,500 4,000 45,500 Carsten Burckhardt 97,500 12, ,500 José Luis del Valle Pérez 97,500 24, ,500 Patricia Geibel-Conrad 92,100 16, ,100 Dr. rer. pol. h. c. Francisco Javier Garcia Sanz 65,000 6,000 71,000 Arno Gellweiler 34,400 5,500 39,900 Dr. Thomas Krause 23,650 4,000 27,650 Matthias Maurer 118,250 21, ,250 Luis Nogueira Miguelsanz 68,250 12,000 80,250 Udo Paech 35,500 8,000 43,500 Nikolaos Paraskevopoulos 69,850 12,000 81,850 Sabine Roth 62,300 10,000 72,300 Nicole Simons 62,300 7,500 69,800 Klaus Stümper 97,500 18, ,000 Olaf Wendler 35,500 5,000 40,500 Christine Wolff 97,500 16, ,500 Supervisory Board total 1,568, ,000 1,806, Post balance-sheet events On February 13, 2017, the marketing process for a new promissory note loan issue by HOCHTIEF Aktiengesellschaft began. The promissory note loan under German law is divided into maturity tranches of five, seven, and ten years. In the event of positive investor demand, the EUR 150 million principal amount stated at the start of marketing may be increased. The loan amount will be used for general corporate finance and refinancing. 27. Auditing fees HOCHTIEF Aktiengesellschaft has elected to make use of the option under Section 285 No. 17 of the German Commercial Code (HGB) and to dispense with individual disclosure of the fees recognized as expense in 2016 for auditors Deloitte GmbH Wirtschaftsprüfungsgesellschaft. The total expense is disclosed in the Notes to the Consolidated Financial Statements of the HOCHTIEF Group for

32 *For further information on the ownership structure/voting rights notifications at HOCHTIEF, please see 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 2016 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): Cariátide S.A., Madrid, Spain, Major Assets S.L., Madrid, Spain, Corporate Statement S.L., Madrid, Spain, HOCHTIEF Aktiengesellschaft, Essen, Germany. 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: July 27, 2016) that its share of voting rights in HOCHTIEF Aktiengesellschaft amounted to 3.71% % of these voting rights (corresponding to 2,082,087 voting rights) were attributable to BlackRock, Inc. pursuant to Section 22 of the German Securities Trading Act (WpHG). 0.14% of these voting rights (corresponding to 97,842 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 1 WpHG (lent securities). 0.56% of these voting rights (corresponding to 388,366 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 August 4, 2016 for the full chain of controlled subsidiaries also included in the notification. BlackRock, Inc., Wilmington/DE, USA informed us in connection with the acquisition of shares with voting rights and in connection with other grounds (voluntary group notification with triggered threshold on subsidiary level) (date threshold reached: July 28, 2016) that its share of voting rights in HOCHTIEF Aktiengesellschaft amounted to 3.74%. 3.11% of these voting rights (corresponding to 2,152,512 voting rights) were attributable to BlackRock, Inc. pursuant to Section 22 of the German Securities Trading Act (WpHG). 0.07% of these voting rights (corresponding to 50,805 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 1 WpHG (lent securities). 0.56% of these voting rights (corresponding to 386,564 voting rights) were attributable to BlackRock, Inc. as instruments within the meaning of Section 25 (1) No. 2 WpHG (contract for difference). 32 Please refer to our release in accordance with Section 26 (1) of the German Securities Trading Act (WpHG) dated August 4, 2016 for the full chain of controlled subsidiaries also included in the notification.

33 29. Subsidiaries, associates, and other significant participating interests of HOCHTIEF Aktiengesellschaft at December 31, 2016 The following table lists fully consolidated companies: Fully consolidated companies Percentage Profit/(loss) Sharehoders equity for the year stock Name, Domicile held HOCHTIEF Americas Division Clark Builders Partnership, Alberta, Canada 57 USD 60,857 2) 15,123 2) E.E. Cruz and Company Inc., Holmdel, USA 100 USD 70,714 2) (657) 2) Flatiron Construction Corp., Wilmington, USA 100 USD 232,144 2) 3,496 2) Flatiron Constructors Canada Ltd., Vancouver, Canada 100 USD 74,979 2) (6,361) 2) Flatiron Constructors Inc., Wilmington, USA 100 USD 142,427 2) (10,892) 2) Flatiron Holding Inc., Wilmington, USA 100 USD 262,301 2) (4,783) 2) Flatiron West Inc., Wilmington, USA 100 USD 54,093 2) (1,715) 2) HOCHTIEF Americas GmbH, Essen, Germany 100 EUR 610,159 2) - 1) HOCHTIEF USA Inc., Dallas, USA 100 USD 465,183 2) 14,233 2) The Lathrop Company Inc., Delaware, USA 100 USD 58,049 2) 3,506 2) The Turner Corporation, Dallas, USA 100 USD 653,688 2) 87,165 2) Tompkins Builders Inc., Washington, USA 100 USD 84,217 2) 734 2) Turner Canada Holdings Inc., New Brunswick, Canada 100 USD 77,362 2) 0 2) Turner Development Corporation, Delaware, USA 100 USD 24,510 2) 0 2) Turner International LLC, Delaware, USA 100 USD 121,705 2) 7,345 2) Turner Logistics LLC, Delaware, USA 100 USD 111,602 2) 8,929 2) Turner Partnership Holdings Inc., New Brunswick, Canada 100 USD 56,536 2) (2,222) 2) Universal Construction Company Inc., Delaware, USA 100 USD 117,914 2) 1,864 2) HOCHTIEF Asia Pacific Division HOCHTIEF Asia Pacific GmbH, Essen, Germany 100 EUR 2,198,305 2) - 1) HOCHTIEF AUSTRALIA HOLDINGS LIMITED, Sydney, Australia 100 AUD 3,628,854 2) 266,812 2) CIMIC Group Ltd., Victoria, Australia 73 AUD 4,221,794 44,406 A.C.N Pty. Ltd., Victoria, A.C.N Pty. Ltd., Victoria, BCJHG Nominees Pty. Ltd., Victoria, BCJHG Trust, CIMIC Admin Services Pty. Ltd., New South Wales, CIMIC Finance (USA) Pty. Ltd., New South Wales, CIMIC Finance Ltd., New South Wales, CIMIC Group Investments No. 2 Pty. Ltd., Victoria, CIMIC Group Investments Pty. Ltd., Victoria, CIMIC Residential Investments Pty. Ltd., Victoria, Contrelec Engineering Pty. Ltd., Queensland, 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, Australia 59-3) - 3) 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) Percentage Sharehoders equity Profit/(loss) for the year stock Name, Domicile held 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., Victoria, GSJV Guyana, Guyana 50-3) - 3) GSJV Ltd. (Barbados), Barbados 50-3) - 3) Intermet Engineering Pty. Ltd., Queensland, JH AD Holdings Pty. Ltd., Victoria, JH AD Investments Pty. Ltd., Victoria, JH AD Operations Pty. Ltd., Victoria, 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 Servicesco Pty. Ltd., Victoria, JHAS Pty. Ltd., Victoria, JHI Investment Pty. Ltd., Victoria, Joetel Pty. Ltd., Australian Capital Territory, Australia 59-3) - 3) Legacy JHI Pty. Ltd., Victoria, Leighton Commercial Properties Pty. Ltd., Victoria, Leighton Companies Management Group LLC, United Arab Emirates 49-3) - 3) Leighton Equity Incentive Plan Trust, New South Wales, Leighton Group Property Services Pty. Ltd., Victoria, Leighton Holdings Infrastructure Nominees Pty. Ltd., Victoria, Leighton Holdings Infrastructure Pty. Ltd., Victoria, Leighton Holdings Infrastructure Trust, Leighton Middle East and Africa (Holding) Ltd., Cayman Islands, UK 100-3) - 3) LH Holdings Co. Pty. Ltd., Victoria, LMENA No. 1 Pty. Ltd., Victoria, LMENA Pty. Ltd., Victoria, LNWR Pty. Ltd., Victoria, LNWR Trust, New South Wales, Martox Pty. Ltd., New South Wales, Australia 59-3) - 3) Moorookyle Devine Pty. Ltd., Victoria, Australia 59-3) - 3) Nexus Point Solutions Pty. Ltd., New South Wales, Opal Insurance (Singapore) Pte. Ltd., Singapore 100-3) - 3) Pacific Partnerships Holdings Pty. Ltd., Victoria, Pacific Partnerships Investments Pty. Ltd., Victoria, 1) Profit/loss transfer agreement 2) 2015 figures 3) Company included in CIMIC consolidated financial statements and not required to disclose information under Australian regulatory requirements. 33

34 Name, Domicile Percentage stock held Sharehoders equity Profit/(loss) for the year Pacific Partnerships Investments Trust, Victoria, Pacific Partnerships Pty. Ltd., Victoria, Pacific Partnerships Services NZ Ltd., New Zealand 100-3) - 3) Pacific Partnerships Services Pty. Ltd., Victoria, 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, Sedgman Employment Services Pty. Ltd., Queensland, Sedgman Engineering Technology (Beijing) Co. Ltd., China 100-3) - 3) Sedgman International Employment Services Pty. Ltd., Queensland, 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, Sedgman Operations Pty. Ltd., Queensland, Sedgman Pty. Ltd., Queensland, Sedgman S.A.S. (Columbia), Columbia 100-3) - 3) Sedgman South Africa (Pty.) Ltd., South Africa 100-3) - 3) Sedgman South Africa Investments Ltd. (BVI), 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, Think Consulting Group Pty. Ltd., Victoria, 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) Yoltax Pty. Ltd., New South Wales, Australia 59-3) - 3) Zelmex Pty. Ltd., Australian Capital Territory, Australia 59-3) - 3) Leighton Asia Ltd., Hong Kong 100 AUD 1,095,011 1,200 Giddens Investment Ltd., Hong Kong 100-3) - 3) Lei Shun Employment Ltd., Macao, China 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) Percentage Sharehoders equity Profit/(loss) for the year stock Name, Domicile held Leighton Engineering Sdn. Bhd., Malaysia 100-3) - 3) Leighton Foundation Engineering (Asia) Ltd., Hong Kong 100-3) - 3) Leighton India Contractors Private 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/Leighton Engineering & Construction JV, Singapore 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 1,504, , Wickham Street Pty. Ltd., New South Wales, 512 Wickham Street Trust, New South Wales, Broad Construction Services (NSW/VIC) Pty. Ltd., Western Australia, Broad Construction Services (QLD) Pty. Ltd., Queensland, Broad Construction Services (WA) Pty. Ltd., Western Australia, Broad Group Holdings Pty. Ltd., Western Australia, CPB Contractors (PNG) Ltd., Papua New Guinea 100-3) - 3) Jarrah Wood Pty. Ltd., Western Australia, Leighton (PNG) Ltd., Papua New Guinea 100-3) - 3) Leighton Africa (Mauritius) Ltd., Mauritius 100-3) - 3) Leighton Contractors Infrastructure Nominees Pty. Ltd., Victoria, Leighton Contractors Infrastructure Pty. Ltd., Victoria, Leighton Contractors Infrastructure Trust, Leighton Contractors Pty. Ltd., New South Wales, Leighton Infrastructure Investments Pty. Ltd., New South Wales, Silverton Group Pty. Ltd., Western Australia, Sustaining Works Pty. Ltd., Queensland, Leighton Properties Pty. Ltd., Queensland, Australia 100 AUD (210,621) 19, Ann Street Pty. Ltd., Queensland, 145 Ann Street Trust, Queensland, Ashmore Developments Pty. Ltd., New South Wales, Boggo Road Project Pty. Ltd., Queensland, Boggo Road Project Trust, Queensland, Hamilton Harbour Developments Pty. Ltd., Queensland, Australia 80-3) - 3) Hamilton Harbour Unit Trust, Queensland, Australia 80-3) - 3) Kings Square Developments Pty. Ltd., Queensland, Kings Square Developments Unit Trust, Queensland, 1) Profit/loss transfer agreement 2) 2015 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 Profit/(loss) for the year Leighton Funds Management Pty. Ltd., Queensland, Leighton Harbour Trust, Leighton Pacific St Leonards Pty. Ltd., Victoria, Leighton Pacific St Leonards Unit Trust, Leighton Portfolio Services Pty. Ltd., Australian Capital Territory, Leighton Properties (Brisbane) Pty. Ltd., Queensland, Leighton Properties (NSW) Pty. Ltd., New South Wales, Leighton Properties (VIC) Pty. Ltd., Victoria, Leighton Properties (WA) Pty. Ltd., New South Wales, Leighton Property Funds Management Ltd., Australian Capital Territory, Leighton Property Management Pty. Ltd., New South Wales, LPWRAP Pty. Ltd., Victoria, 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, Thiess Pty. Ltd., Queensland, Australia 100 AUD 711, ,105 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, Fleetco Holdings Pty. Ltd., Victoria, Fleetco Management Pty. Ltd., Victoria, Fleetco Rentals AN Pty. Ltd., Victoria, Fleetco Rentals CT Pty. Ltd., Victoria, Fleetco Rentals HD Pty. Ltd., Victoria, Fleetco Rentals LB Pty. Ltd., Victoria, Fleetco Rentals No. 1 Pty. Ltd., Victoria, Fleetco Rentals OO Pty. Ltd., Victoria, Fleetco Rentals Pty. Ltd., Victoria, Fleetco Rentals RR. Pty. Ltd., Victoria, Fleetco Rentals UG Pty. Ltd., Victoria, Fleetco Services Pty. Ltd., Victoria, Hunter Valley Earthmoving Co. Pty. Ltd., New South Wales, HWE Cockatoo Pty. Ltd., Northern Territory, HWE Mining Pty. Ltd., Victoria, HWE Newman Assets Pty. Ltd., Victoria, Leighton Asia Southern Pte. Ltd., Singapore 100-3) - 3) PT Leighton Contractors Indonesia, Indonesia 100-3) - 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 India Pvt. Ltd., India 100-3) - 3) Thiess Infrastructure Nominees Pty. Ltd., Victoria, Thiess Infrastructure Pty. Ltd., Victoria, Thiess Infrastructure Trust, Victoria, Thiess Khishig Arvin JV LLC, Mongolia 100-3) - 3) Thiess Minecs India Pvt. Ltd., India 90-3) - 3) Name, Domicile Percentage stock held Sharehoders equity Profit/(loss) for the year Thiess Mining Maintenance Pty. Ltd., Queensland, 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, Thiess South Africa Pty. Ltd., South Africa 100-3) - 3) UGL Ltd., Australia 100 AUD 518,786 (30,062) Arus Tenang Sdn. Bhd., Malaysia 100-3) - 3) BKP Electrical Ltd. (in liquidation), Fiji 100-3) - 3) Ganu Puri Sdn. Bhd., Malaysia 100-3) - 3) Inspection Testing & Certification Pty. Ltd., Moving Melbourne Together Finance Pty. Ltd., Victoria, MTCT Services Pty. Ltd., Newcastle Engineering Pty. Ltd., Olympic Dam Maintenance Pty. Ltd., Railfleet Maintenance Services Pty. Ltd., Ruby Equation Sdn. Bhd., Malaysia 100-3) - 3) UGL (Asia) Sdn. Bhd., Malaysia 100-3) - 3) UGL (NZ) Ltd., UGL (Singapore) Pte. Ltd., Singapore 100-3) - 3) UGL Canada Inc., Canada 100-3) - 3) UGL Engineering Pty. Ltd., UGL Engineering Pvt. Ltd., India 100-3) - 3) UGL Operations and Maintenance (Services) Pty. Ltd., UGL Operations and Maintenance Pty. Ltd., UGL Rail (North Queensland) Pty. Ltd., UGL Rail Fleet Services Pty. Ltd., UGL Rail Pty. Ltd., UGL Rail Services Pty. Ltd., UGL Resources (Contracting) Pty. Ltd., UGL Resources (Malaysia) Shd. Bhd., Malaysia 100-3) - 3) UGL Unipart Rail Services Pty. Ltd., Australia 70-3) - 3) United Goninan Construction Pty. Ltd., United Group Infrastructure (NZ) Ltd., United Group Infrastructure (Services) Pty. Ltd., United Group International Pty. Ltd., United Group Investment Partnership, USA 100-3) - 3) United Group Melbourne Transport Pty. Ltd., United Group Water Projects (VIC) Pty. Ltd., United Group Water Projects Pty. Ltd., United KG (No. 1) Pty. Ltd., United KG (No. 2) Pty. Ltd., United KG Construction Pty. Ltd., United KG Engineering Services Pty. Ltd., United KG Maintenance Pty. Ltd., HOCHTIEF Europe Division A.L.E.X.-Bau GmbH, Essen, Germany 100 EUR 2,815 2) - 1) Deutsche Bau- und Siedlungs-Gesellschaft mbh, Essen, Germany 100 EUR 17,599 2) - 1) Deutsche Baumanagement GmbH, Essen, Germany 100 EUR 58 2) - 1) HOCHTIEF Bau und Betrieb GmbH, Essen, Germany 100 EUR 200 2) - 1) HOCHTIEF Construction Erste Vermögensverwaltungsgesellschaft mbh, Essen, Germany 100 EUR 120,125 2) - 1) HOCHTIEF CZ a.s., Prague, Czech Republic 100 CZK 1,066,549 2) 49,537 2) HOCHTIEF Engineering GmbH, Essen, Germany 100 EUR 3,842 2) - 1) 1) Profit/loss transfer agreement 2) 2015 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 Profit/(loss) for the year HOCHTIEF Engineering International GmbH, Essen, Germany 100 EUR 43 2) - 1) HOCHTIEF Infrastructure GmbH, Essen, Germany 100 EUR 150,771 2) - 1) HOCHTIEF LLBB GmbH, Essen, Germany 100 EUR 25 2) - 1) HOCHTIEF Offshore Crewing GmbH, Essen, Germany 100 EUR 28 2) - 1) HOCHTIEF ÖPP Projektgesellschaft mbh, Essen, Germany 100 EUR 25 2) - 1) HOCHTIEF Polska S.A., Warsaw, Poland 100 PLN 129,058 2) 29,769 2) HOCHTIEF PPAC GmbH, Essen, Germany 100 EUR 25 2) - 1) HOCHTIEF PPP Europa GmbH, Essen, Germany 100 EUR 25 2) - 1) HOCHTIEF PPP Operations GmbH, Essen, Germany 100 EUR 50 2) - 1) HOCHTIEF PPP Schulpartner Braunschweig GmbH, Braunschweig, Germany 100 EUR 25 2) - 1) HOCHTIEF PPP Solutions GmbH, Essen, Germany 100 EUR 32,592 2) - 1) HOCHTIEF PPP Transport Westeuropa GmbH, Essen, Germany 100 EUR 25-1) HOCHTIEF Presidio Holding LLC, Delaware, USA 100 USD 55,591 2) 14,639 2) HOCHTIEF Projektentwicklung GmbH, Essen, Germany 100 EUR 7,909 2) - 1) HOCHTIEF Solutions AG, Essen, Germany 100 EUR 219,808 2) - 1) HOCHTIEF Solutions Middle East Qatar W.L.L., Doha, Qatar 49 QAR 494,905 2) 10,471 2) HOCHTIEF Solutions Real Estate GmbH, Essen, Germany 100 EUR 25 2) - 1) HOCHTIEF Trade Solutions GmbH, Essen, Germany 100 EUR 635 2) - 1) HOCHTIEF ViCon GmbH, Essen, Germany 100 EUR 811 2) - 1) HTP Immo GmbH, Essen, Germany 100 EUR 1,003 2) - 1) I.B.G. Immobilien- und Beteiligungsgesellschaft Thüringen-Sachsen mbh, Essen, Germany 100 EUR 1,954 2) - 1) SCE Chile Holding GmbH, Essen, Germany 100 EUR 25 2) - 1) synexs GmbH, Essen, Germany 100 EUR 23 2) - 1) TRINAC GmbH, Essen, Germany 100 EUR 31,659 2) - 1) Corporate Headquarters Builders Insurance Holdings S.A., Steinfort, Luxembourg 100 EUR 366,239 (543) Builders Reinsurance S.A., Luxembourg, Luxembourg 100 USD 408,975 2) 0 2) Eurafrica Baugesellschaft mbh, Essen, Germany 100 EUR 43,755 2) - 1) HOCHTIEF Insurance Broking and Risk Management Solutions GmbH, Essen, Germany 100 EUR 257,497 2) - 1) Steinfort Multi-Asset Fund SICAV-SIF, Luxembourg, Luxembourg 100 USD 514,846 2) 5,926 2) Interests in the following joint ventures are additionally consolidated on a proportionate basis: Joint Ventures Name, Domicile HOCHTIEF Americas Division Percentage stock held ABC Marine (Granite/Parsons/FCI), Baton Rouge, USA 25 American South Turner, New York, USA 51 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 a JV, Sacramento, USA 30 E.E. Cruz/NAB/Frontier, Holmdel, USA 54 E.E. Cruz/Nicholson JV LLC, Holmdel, USA 51 Sharehoders equity Profit/(loss) for the year Percentage Sharehoders equity Name, Domicile stock held E.E. Cruz/Nicholson LLC, Holmdel, USA 50 E.E. Cruz/Tully Construction LLC, Holmdel, USA 50 F&F Infrastructure (Fluor & Flatiron), Broomfield, USA 50 FCI/Fluor/Parsons, La Mirada, USA 45 Flatiron/Dragados/Aecon/LaFarge JV, Richmond, USA 34 Flatiron/Kiewit JV, Longmont, USA 65 Kiewit/FCI/Manson, Oakland, USA 27 Kiewit/Flatiron a JV, Richmond, USA 28 Kiewit-Turner JV, New York, USA 50 McKissack/Turner, New York, USA 51 Nicholson/E.E. Cruz LLC, Holmdel, USA 50 Palmetto Bridge Constructors, Virginia Beach, USA 40 Perini/Tompkins, District of Columbia, USA 40 Rokstad Flatiron, Port Coquitlam, Canada 25 Signature on the Saint Lawrence Construction G.P., Montreal, Canada 25 Silverado Constructors, Broomfield, USA 48 Sukut/Flatiron JV, Santa Ana, USA 45 The Provident Group, STV-Turner JV, New York, USA 50 Tidewater Skanska/Flatiron, Milton, USA 40 Tishman-Turner JV I, New York, USA 50 Tompkins/Hardie JV, District of Columbia, USA 100 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 Hunt LA NFL JV, Inglewood, Canada 50 Turner International/TiME Proje Yonetimi Limited Sirketi, Turkey 41 Turner Thompson Davis JV, New York, USA 45 Turner/Barton Malow Kenny, New York, USA 22 Turner/Devcon, New York, USA 60 Turner/Goodfellow Top Grade/Flatiron-Oakland Army Base, Oakland, USA 60 Turner/JCB, New York, USA 80 Turner/Mc Carthy, Massachusetts, USA 50 Turner/New South JV, New York, 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-Peter Scalamdre & Sons JV, New York, USA 74 Turner-Rodgers JV, Charlotte, USA 50 University Construction Management Team, New York, USA 50 HOCHTIEF Asia Pacific Division APM Group (Aust) Pty. Ltd. & Broad Construction Services (NSW/VIC) Pty. Ltd., Australia 50 Applemead Pty. Ltd., Australia 50 Auckland Road Maintenance Alliance (West) Management JV, New Zealand 50 Australian Terminal Operations Management Pty. Ltd., Australia 50 Bac Devco Pty. Ltd., Australia 33 Barclay Mowlem Thiess JV, Australia 50 Canberra Metro Operations Pty. Ltd., Australia 50 Profit/(loss) for the year 1) Profit/loss transfer agreement 2) 2015 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 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 Doubleone 3 Unit Trust, Australia 50 Erskineville Residential Project Pty. Ltd., Australia 50 Great Eastern Alliance, Australia 75 HLG Contracting LLC, Dubai, United Arab Emirates 45 Kings Square No. 4 Unit Trust, Australia 50 Kings Square Pty. Ltd., Australia 50 LCS Employment Agency Ltd., Macao 50 Leighton Abigroup JV, Australia 50 Leighton BMD JV, Australia 50 Leighton Construction India (Private) Ltd., India 50 Leighton Contractors & Baulderstone Hornibrook Bilfinger Berger JV, Australia 50 Leighton Holland Browse JV, Australia 50 Leighton Kumagai JV (MetroRail), Australia 55 Leighton OSE JV, India 50 Leighton Services UAE Co. LLC, United Arab Emirates 50 Leighton/Ngarda JV (LNJV), Australia 88 Leighton-Infra 13 JV, India 50 Majwe Mining JV (Proprietary) Ltd., Botswana 60 Manukau Motorway Extension, New Zealand 50 Mode Apartments Pty. Ltd., Australia 50 Mode Apartments Unit Trust, Australia 50 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 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 S.A.N.T. (MGT-Holding) Pty. Ltd., Australia 50 S.A.N.T. (TERM-Holding) Pty. Ltd., Australia 50 Sedgman Civmec JV, Australia 50 Sharehoders equity Profit/(loss) for the year Percentage Sharehoders equity Name, Domicile stock held 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 50 Wallan Project Trust, Australia 50 Wedgewood Road Hallam No. 1 Pty. Ltd., Australia 50 Wedgewood Road Hallam Trust, Australia 50 Wellington Tunnel Alliance, New Zealand 50 Wrap Southbank Unit Trust, 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 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 PPP 1. Holding GmbH & Co. KG, Essen, Germany 50 HTP PSP Ltd., Swindon, UK 50 Lusail HOCHTIEF Q.S.C., Doha, Qatar 49 Olympia Odos Concession Company S.A., Athens, Greece 17 Olympia Odos Operation Company S.A., Athens, Greece 17 PANSUEVIA GmbH & Co. KG, Jettingen-Scheppach, Germany 50 PANSUEVIA Service GmbH & Co. KG, Jettingen- Scheppach, Germany 50 Projekt DoU Baufeld Nord GmbH & Co. KG, Stuttgart, Germany 50 Raststätten Betriebs GmbH, Großebersdorf, Austria 50 SAAone Holding B.V., Vianen, Netherlands 20 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, Essen, Germany 83 ViA6West GmbH & Co. KG, Essen, Germany 30 Via6West Service GmbH & Co. KG, Essen, Germany 66 Profit/(loss) for the year German construction joint ventures included in the Consolidated Financial Statements are as follows: 37

38 Name, Domicile German construction joint ventures Name, Domicile Percentage stock held Percentage stock held A + T Potsdamer Platz, Germany 50 A5 Baulos 5, Austria 50 ARGE A7 Hamburg Bordesholm, Germany 70 ARGE Ausbau FLI Riems, Germany 50 ARGE Bau WBG Halstenbek, Germany 70 ARGE Bau WBG Halstenbek, Germany 30 ARGE BAUARGE A6 West, Germany 60 ARGE Erd- und Straßenbau S10 BL 4.2, Austria 100 ARGE Hafentunnel Cherbourger Straße, Germany 33 ARGE Ing.-Bau Rethebrücke, Germany 50 ARGE Ingenieurbau A4 Hörselberge, Germany 75 ARGE Ingenieurbau BAB A66 Neuhof, Germany 33 ARGE Ingenieurbau S10 BL 4.2, Austria 50 ARGE Kanal Belvederestraße, Germany 50 ARGE Kanal Jahnstraße, Germany 50 ARGE Kanal Maastrichter Straße, Germany 50 ARGE Kanalbau Geestermünder Straße, Germany 55 ARGE Kanalbau Mauritiuswall/Jahnstraße, Germany 50 ARGE Kanalbau Rubensstraße und Friedrichstraße, Germany 50 ARGE Lärmschutzwand A8, Germany 50 ARGE Lindenstraße Berlin, Germany 50 ARGE NVZ Straßburger Platz, Germany 50 ARGE Poller Kirchweg, Germany 45 ARGE Rheinboulevard Köln-Deutz, Germany 60 ARGE Rheinboulevard, 3. BA, Germany 60 ARGE Saale-Elster-Brücke, Germany 36 ARGE S-Bahn Berlin, S21 Neubau; VE02.1;02., Germany 50 ARGE SBT 1.1 Tunnel Gloggnitz, Austria 40 ARGE Schulen und Kitas Braunschweig, Germany 70 ARGE SH KWO BioSchild, Germany 50 ARGE STRUNDE, Germany 50 ARGE Sürth SKU 022, Germany 50 ARGE T185 Baulogistik, Germany 50 ARGE Trianon Brandschutzsanierung, FFM, Germany 75 ARGE Tunnel Rastatt, Germany 50 ARGE Tunnel Trimberg, Germany 50 ARGE Tunnel XFEL, Germany 50 ARGE Tunnelkette Granitztal Baulos 50.4, Austria 50 ARGE U4 Ingenieurbau Los 1 + 3, Germany 28 ARGE U-Bahn Nürnberg U3 Nordwest, BA 1.3, Germany 60 ARGE VP12 Bahntechnik, Germany 40 ARGE Wolfsruh, Germany 60 BAB A 100, 16. Bauabschnitt, Germany 50 Baltic 2 OWF (FOU/LGS), Germany 50 Bau-ARGE BAB A8 Ulm-Augsburg, Germany 50 Bexhill to Hastings Phase 2, UK 50 BieGe Schellerdamm 9, Germany 50 Břeclav Levobřežní hráz, Czech Republic 51 Brno Rekonstrukce operačních sálů KPRCH, Czech Republic 50 BT-Elbphilharmonie, Germany 50 Č.B. Horkovod Pražské předměstí 3.et., Czech Republic 60 České Bud. Horkovod Praž. před. II.et., Czech Republic 50 Cheb Rekonstrukce pavilonu B, Czech Republic 50 Sharehoders equity Sharehoders equity Profit/(loss) for the year Profit/(loss) for the year Percentage Sharehoders equity Name, Domicile stock held Cityringen Nordhavnen 3, Denmark 40 Cityringen: Branch-off to Nordhavnen, Denmark 40 Dálnice D3 Žilina dálniční tunel, Slovakia 40 E6 Dovrebanen FP2, Norway 40 EKPPT OJV (Sub-JV/Umbrella), Greece 33 Forth Replacement Crossing, UK 28 Gotthard Basis Tunnel, Lose Bodio & Faido, Switzerland 25 Holovousy Ovocnářský výzkumný institut, Czech Republic 60 Holubice ČOV a kanalizace, Czech Republic 50 IDRIS MTS-02, Qatar 45 KKIA Airport Expansion & Development, Saudi Arabia 55 Kolektor Hlávkův most, Czech Republic 50 Kuks Granátové jablko realiz. obnovy, Czech Republic 60 Ligary, ČOV, Czech Republic 25 Ludgeřovice Kanalizace, Czech Republic 65 Maliakos Kleidi OJV (Sub-JV/Umbrella), Greece 61 Modrava Nová ČOV a vodovod, Czech Republic 51 Most Lochkovské údolí, Czech Republic 50 Ngqura Harbour, South Africa 76 Nord-Süd Stadtbahn, Kanalbau Heumarkt, Germany 61 Nové Roudné 1. etapa, část 2, Czech Republic 51 Olší Regálová hala č.1 Efaflex, Czech Republic 61 Ostrava Lékařská fak. OU v Ostravě, Czech Republic 80 Ostrava Prodlužená ulice Ruská, Czech Republic 35 Ostrava Mošnov Výstavba TWR LKTM, Czech Republic 50 Plasy Centrum stav. dědictví -II. etapa, Czech Republic 70 Plzeň Obchodní centrum PLAZA, Czech Republic 51 PPO Velké Meziříčí, Czech Republic 50 Praha 11, Multifunkční obj. JEDENÁCTKA VS, Czech Republic 80 Praha 4 Centrum Opatov I, Czech Republic 50 Praha 6 ČVUT CIIRC, Czech Republic 55 Praha 7, Rekonstr. Sportovní haly Letná, Czech Republic 40 Projektgesellschaft Lindenhof, Germany 50 Reading Station, UK 50 Revital. nivy řeky Jizery v Benátkách, Czech Republic 80 RTT Vršovická, Czech Republic 35 Schiphol Amsterdam-Almere (SAA) A1/A6, Netherlands 35 Stadtbahn Köln, Los Nord, ARGE Ing.-Bau, Germany 75 Strakonice Protipovodňová opatření, Czech Republic 60 Stuttgart 21 PFA 1. Los 3 Bad Cannstatt, Germany 40 Tábor-Klokoty ČOV úprava tech.linky, Czech Republic 40 Táborsko Kanalizace štola, Czech Republic 70 Táborsko JV Kanalizace 2. část, Czech Republic 38 Táborsko-JV Náprava kan. soust. II. et., Czech Republic 38 Travequerung Lübeck/Herrentunnel Lübeck, Germany 40 ÚČOV Praha, Czech Republic 40 Unibauten Bremen Instandsetzung, Germany 51 Wakefield ERR JV Project, UK 50 Wendlingen Ulm PFA 2.3 Tunnel Widderstall, Germany 40 Western Gateway Infra Scheme, UK 50 York Potash Phase 1, UK 50 Zdíkov Kanalizace a ČOV, Czech Republic 54 Profit/(loss) for the year 38

39 Name, Domicile Percentage stock held Sharehoders equity The joint operations included in the Consolidated Financial Statements are as follows: Joint operations Name, Domicile Percentage stock held Bacchus Marsh, Australia 50 Baulderstone Leighton JV, Australia 50 Building ROE 8, Australia 71 Casey Fields JV, Australia 55 CH2 UGL, Australia 50 China State Leighton JV, Hong Kong 50 CHT JV, Australia 50 CPB Black & Veatch JV, Australia 50 CPB Contractors UGL Engineering JV, Australia 50 CPB Dragados Samsung JV, Australia 40 CPB John Holland Dragados JV, Australia 50 CPB Samsung John Holland JV, Australia 33 Edenbrook, Australia 50 Erskineville Residential Project, Australia 50 EV LNG Australia Pty. Ltd. & Thiess Pty. Ltd. (EVT JV), Australia 50 Gammon Leighton JV, Hong Kong 50 HYLC JV, Australia 50 JHCPB JV, Australia 50 John Holland Leighton (South East Asia) JV, Hong Kong 50 Leighton Able 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 60 Leighton Chun Wo JV, Hong Kong 84 Leighton Gammon JV, Hong Kong 50 Leighton John Holland JV (Lai Chi Kok), Hong Kong 51 Leighton John Holland JV, Hong Kong 55 Leighton Total JO, Indonesia 70 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, Australia 50 Leighton Offshore John Holland JV (LTA Project), Singapore 50 Leighton York JV, Australia 75 Leighton/HEB JV, New Zealand 80 LLECPB Crossing Removal JV, Australia 50 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 30 NRT Infrastructure JV, Australia 50 NRT Systems, Australia 40 OWP JV, Australia 75 Rizzani Leighton JV, Australia 50 Sharehoders equity Profit/(loss) for the year Profit/(loss) for the year Percentage Sharehoders equity Name, Domicile stock held Swietelsky CPB Rail JV, Australia 50 Task JV (Thiess & Sinclair Knight Merz), Australia 60 Thiess Balfour Beatty JV, Australia 67 Thiess Decmil Kentz JV, Australia 33 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 Sedgman JV, Australia 100 UGL Cape, Australia 50 UGL Kaefer, Australia 50 UGL Kentz, Australia 50 Veolia Water Leighton John Holland JV, Hong Kong 24 Profit/(loss) for the year 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 Holding Pty. Ltd., Australia 30 Canberra Metro Holding Trust, Australia 30 Canberra Metro Pty. Ltd., Australia 30 Dunsborough Lakes Village Syndicate, Australia 20 LCIP Co-Investment Unit Trust, Australia 11 MacMahon Holdings Ltd., Australia 21 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 Ontalent Pty. Ltd., Australia 33 P.T. Ballast Indonesia Construction, Jakarta, Indonesia 47 Wellington Gateway General Partner No. 1 Ltd., New Zealand 15 Sharehoders' equity Profit/(loss) for the year 39

40 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 Aktiengesellschaft, which publishes them as an independent listed Group, and are simultaneously consolidated in the consolidated financial statements of ACS Actividades de Construcción 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 Comisión 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 2016 in the amount of EUR 167,180, will be used to pay a dividend of EUR 2.60 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 24, 2017, HOCHTIEF Aktiengesellschaft held a total of 52,142 shares of treasury stock, which would mean an amount of EUR 135, to be carried forward. The number of no-par-value shares with dividend entitlement for 2016 may change in the run-up to the Annual General Meeting. In any such event, while the distribution of EUR 2.60 for each no-par-value share with dividend entitlement for 2016 will stay the same, an adjusted proposal for the appropriation of net profit will be made to the Annual General Meeting. 40

41 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 24, 2017 HOCHTIEF Aktiengesellschaft The Executive Board Marcelino Fernández Verdes Peter Sassenfeld Nikolaus Graf von Matuschka José Ignacio Legorburo Escobar 41

42 Independent Auditors Report We have audited the annual financial statements, comprising the balance sheet and the statement of earnings as well as the notes to the financial statements, together with the bookkeeping system, and the combined management report of HOCHTIEF Aktiengesellschaft, Essen/Germany, for the year from January 1, to December 31, The maintenance of the books and records and the preparation of the annual financial statements and combined management report in accordance with German commercial law are the responsibility of the Company s Executive Board. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system, and on the combined management report based on our audit. We conducted our audit of the financial statements in accordance with Sec. 317 HGB ( German Commercial Code ) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer. Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with German principles of proper accounting and in the combined management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements and the combined management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by the Executive Board, as well as evaluating the overall presentation of the annual financial statements and the combined management report. We believe that our audit provides a reasonable basis for our opinion. 42

43 Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the annual financial statements of HOCHTIEF Aktiengesellschaft, Essen/Germany, comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with German principles of proper accounting. The combined management report is consistent with the annual financial statements, complies with the legal requirements and as a whole provides a suitable view of the Company s position and suitably presents the opportunities and risks of future development. Düsseldorf/Germany, February 24, 2017 Deloitte GmbH Wirtschaftsprüfungsgesellschaft (signed Schlereth) Wirtschaftsprüfer (German Public Auditor) (signed Bedenbecker) Wirtschaftsprüfer (German Public Auditor) 43

44 Boards 44 * Supervisory Board member representing employees a) Membership in other supervisory boards prescribed by law (as of December 31, 2016) b) Membership in comparable domestic and international corporate governing bodies (as of December 31, 2016) Reporting date for memberships: December 31, 2016, or date of departure if membership ended during the course of the year 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. (Vice-Chairman) ACS Servicios, Comunicaciones y Energía, S.L. (Vice-Chairman) CIMIC Group Limited Dragados, S.A. (Chairman-in-Office) Matthias Maurer* Hamburg, Deputy Chairman of the Supervisory Board (from May 11, 2016), Chairman of the Central Works Council of HOCHTIEF Infrastructure GmbH 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. Masmovil Ibercom, S.A. Gregor Asshoff* Frankfurt am Main, Deputy Chairman of the Supervisory Board (until May 11, 2016), member of the Executive Board of SOKA-Bau Dipl.-Ing., Dipl.-Wirtsch.-Ing. Beate Bell Cologne, Managing Director of immoadvice GmbH a) Deutsche EuroShop AG Christoph Breimann* Lüdinghausen, Head of Technical Office Building of HOCHTIEF Infrastructure Gmbh (from May 11, 2016) Carsten Burckhardt* Dortmund, Member of the Federal Executive Committee 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) 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 b) CAIXAHOLDING, S.A. FAW-Volkswagen Automotive Company, Ltd. Porsche Holding Stuttgart GmbH SEAT, S.A. VfL Wolfsburg-Fußball GmbH Volkswagen (China) Investment Company Ltd. Volkswagen Navarra S.A. Volkswagen Truck and Bus GmbH Dipl.oec. Patricia Geibel-Conrad Leonberg, Business consultancy Auditing/Tax consultancy in own office (until May 11, 2016/from June 2, 2016) Arno Gellweiler* Oberhausen, structural engineering and bridge designer, HOCHTIEF Engineering GmbH, Consult Infrastructure (from August 11, 2016) Dr. Thomas Krause* Bremen, Executive Vice President of HOCHTIEF Infrastructure GmbH International (until May 11, 2016) Luis Nogueira Miguelsanz Madrid, Secretary-General, Dragados S.A. (from March 29, 2016 to May 11, 2017/from June 2, 2016) Udo Paech* Berlin, Works Council of HOCHTIEF Building GmbH (Northeast division) (until May 11, 2016) 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 (until May 11, 2016/from August 11, 2016)

45 Sabine Roth* Ratingen, internal sales administrator (from May 11, 2016) Nicole Simons* Attorney-at-law and Deputy Regional Director of IG Bauen-Agrar-Umwelt (the Construction, Agricultural and Environmental Employees Union), Federal Board Rhineland region (from May 11, 2016) a) HOCHTIEF Infrastructure GmbH Klaus Stümper* Lohmar, Chairman of the Works Council of HOCHTIEF Infrastructure GmbH (West division) Olaf Wendler* Sülzetal, Head of Human Resources Coordination Shell Construction/Industrial Construction (HOCHTIEF Building GmbH) (until May 11, 2016) Dipl.-Geol. MBA Christine Wolff Hamburg, management consultant a) Berliner Wasserbetriebe A. ö. R. KSBG Kommunale Verwaltungsgesellschaft GmbH b) Sweco AB Supervisory Board Committees Nomination Committee Pedro López Jiménez (Chairman) José Luis del Valle Pérez Christine Wolff Audit Committee Ángel García Altozano (Chairman) Gregor Asshoff (Deputy Chairman) (until May 11, 2016) Beate Bell (from May 11, 2016 to June 1, 2016) Carsten Burckhardt (from May 11, 2016) José Luis del Valle Pérez Patricia Geibel-Conrad (until May 11, 2016/ from June 2, 2016) Pedro López Jiménez (from May 11, 2016/ until June 1, 2016) Matthias Maurer Luis Nogueira Miguelsanz (from March 29, 2016 to May 11, 2016/from June 2, 2016) Udo Paech (until May 11, 2016) Nikolaos Paraskevopoulos (until May 11, 2016) Sabine Roth (from May 11, 2016) Klaus Stümper (Deputy Chairman) (from May 11, 2016) Human Resources Committee Pedro López Jiménez (Chairman) Beate Bell José Luis del Valle Pérez Arno Gellweiler (from September 20, 2016) Matthias Maurer (until September 20, 2016) Nicole Simons (from May 11, 2016) Klaus Stümper (until May 11, 2016/from September 20, 2016) Olaf Wendler (until May 11, 2016) Christine Wolff Mediation Committee pursuant to Sec. 27 (3) of the German Codetermination Act (MitbestG) Pedro López Jiménez (Chairman) Gregor Asshoff (Deputy Chairman) (until May 11, 2016) Beate Bell Carsten Burckhardt (until May 11, 2016) Matthias Maurer (from May 11, 2016) Nikolaos Paraskevopoulos (from September 20, 2016) Executive Board Marcelino Fernández Verdes Düsseldorf, Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft, Essen b) CIMIC Group Limited (Executive Chairman) Flatiron Holding, Inc. HOCHTIEF AUSTRALIA HOLDINGS Ltd. The Turner Corporation 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 45

46 Publication Details and Credits Published by: HOCHTIEF Aktiengesellschaft Opernplatz 2, Essen, Germany Tel.: , Fax: Photo credits: HOCHTIEF photo archive 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 trans lation of the original German version, which remains definitive. 46

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