creases by an appropriate amount. No earlier than two-anda- half years following termination of their contracts, the departing Executive Board members are paid a contractual transitional benefit in accordance with their contractual pension arrangements. Regarding all entitlements under their contractual pension arrangements, the departing Executive Board members are treated as if their contract had three years left to run from the termination date. Regarding any entitlements under the Company's long-term incentive plans, the departing Executive Board members have a right to demand settlement of entitlements under plans currently in force. Departing Executive Board members who do not exercise the right to settlement are treated under the long-term incentive plans as if their contract had three years left to run from the termination date.

With regard to a presentation of the salient points of the Executive Board compensation system pursuant to Sections 289 (2) 5 and 315 (2) 4 of the German Commercial Code, we refer to the information provided in the Compensation Report section of the Corporate Governance Report.

Explanatory report by the Executive Board of HOCHTIEF Aktiengesellschaft pursuant to Section 175 (2) of the German Stock Corporations Act (AktG) on the disclosures pursuant to Sections 289 (4) and 315 (4) of the German Commercial Code (HGB)

The Executive Board provides the following explanatory notes on disclosures provided in the combined Group and HOCHTIEF Aktiengesellschaft Management Report and required under Sections 289 (4) and 315 (4) of the German Commercial Code:

Our disclosures for HOCHTIEF Aktiengesellschaft relate to the situation in fiscal 2008. The disclosures consist of information on the Company's subscribed capital, direct and indirect holdings in the Company exceeding ten percent of voting rights, statutory rules and rules contained in the Company's Articles of Association about the appointment and replacement of Executive Board members and about amendment of the Articles of Association, powers of the Company's Executive Board including in particular any powers in relation to the issuing or buying back of shares, any significant agreements to which the Company is a party that are conditional upon a change of control of the Company following a takeover bid, and any agreements between the Company and members of its Executive Board providing for compensation in the event of a change of control.

The structure of the Company's subscribed capital and rights attaching to no-par-value bearer shares in the Company are determined among other things by the Company's Articles of Association. Restrictions on voting rights attaching to those shares may result from the provisions of the German Stock Corporations Act. For example, there are circumstances in which shareholders are prohibited from voting (Section 136 of the Act). The Company also has no voting rights with regard to treasury stock (Section 71b of the Act). No agreements are known to us that may result in restrictions on voting rights or on the transfer of securities. The fact that ACS, Actividades de Construcci�n y Servicios, S.A., Madrid, Spain, indirectly holds 25.08 percent of voting rights in HOCHTIEF Aktiengesellschaft is