HOCHTIEF complies with all recommendations of the German Corporate Governance Code. In accordance with the Code, the Executive Board reports jointly on behalf of the Supervisory Board on corporate governance at HOCHTIEF.

HOCHTIEF has always based its actions on nationally and internationally accepted standards for good and responsible corporate governance. Corporate governance is a central concern for HOCHTIEF and all parts of the Company. In March 2007, the Executive Board and Supervisory Board submitted the Compliance Declaration pursuant to Section 161 of the German Stock Corporations Act (AktG) showing that HOCHTIEF continues to comply with all recommendations of the German Corporate Governance Code.

Private investors are kept abreast of current developments in the HOCHTIEF Group through our website, where we also publish all press releases and ad-hoc disclosures. This ensures maximum transparency and, as required by the Code, that all shareholders and investors have access to the same information at the same time.

Shareholders are alerted to important dates by the financial calendar published in our annual report and quarterly reports as well as on the Company website. Two annual meetings for analysts and investors are supplemented by telephone conferences when our quarterly results are published. It has long been standard practice at HOCHTIEF to make recordings of these conferences available on the corporate website.

HOCHTIEF has a long-standing tradition of making it easy for shareholders to exercise their rights at general meetings. They can vote in person, appoint a representative of their choice to vote on their behalf or authorize a Companyappointed proxy to vote according to instructions. Shareholders unable to attend a general meeting can follow the entire proceedings in a webcast. Prior to the general meeting, the annual report and the meeting invitation provide shareholders with full information on the preceding fiscal year and about all items on the agenda. All documents and information relating to the general meeting are additionally made available together with the annual report on our website.

We have simplified registration and legitimization for general meeting attendance by adopting the international standard record date. The cut-off date for shareholder legitimization is now the 21st day before a general meeting and the cut-off date for registration is the seventh day before the meeting. This encourages international investors in particular to attend general meetings and make use of their vote.

No conflict of interest involving members of the Executive Board or Supervisory Board has arisen requiring disclosure to the Supervisory Board without delay. There were no material transactions between HOCHTIEF Aktiengesellschaft or any Group company and Executive Board members or persons close to them in the reporting period. No contracts were entered into between the Company and members of the Supervisory Board.

Reportable securities transactions by board members (directors dealings) were duly reported pursuant to Section 15a of the German Securities Trading Act (WpHG) and published on the HOCHTIEF website. As of December 31, 2006, there was no share ownership to report pursuant to Point 6.6 of the Code.

It was agreed with the auditors, Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, that the Chairman of the Supervisory Board would be notified without delay of any grounds for disqualification or partiality arising during the audit unless the grounds were immediately eliminated. It was arranged for the auditors to report without delay on any facts or events relevant to the work of the Supervisory Board that may come to light during the audit. It was also arranged for the auditors to notify the Supervisory Board and/or note in the audit report if they should discover any facts during the audit indicating any inaccuracy in the Compliance Declaration submitted by the Executive Board and Supervisory Board.

The Chairman of the Supervisory Board outlined the main points of the Executive Board compensation system and any changes to it at the General Shareholders' Meeting in May 2006. This will be repeated at the 2007 meeting.