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Expert Corporate Governance Service (ECGS)
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Hochtief - AGM 07 May 2019

Item 4: We have serious concerns regarding the structure of remuneration granted to Management Board members and the level of disclosure on executive compensation which we consider as below market practice: The Supervisory Board may adjust the overall target achievement with regard to the variable compensation and grant additional bonuses at its sole discretion, while the utilisation of these powers in previous financial years was only disclosed with a one-year delay. Furthermore, the caps on total remuneration and on each variable component remain undisclosed and the performance targets for the variable compensation are not transparent enough. We urge the Company to review its remuneration policy and enhance transparency. Due to our concerns and in line with our guidelines we would in principle recommend opposing the Chairman of the Supervisory Board's Human Resources Committee, Pedro López Jiménez. As the discharge is proposed in a bundled resolution, however, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Underlying
Hochtief AG

Hochtief is a holding company. Through its subsidiaries, Co. operates as a construction company engaged in projects in the transportation, energy, and social and urban infrastructure sectors as well as contract mining. Co. provides its services through three divisions: HOCHTIEF Americas, which encompasses the construction activities of operational units in the U.S and Canada; HOCHTIEF Asia Pacific, which includes the construction activities and contract mining in the Asia-Pacific region; and HOCHTIEF Europe, which designs, develops, builds, operates, and manages real estate and infrastructure, with primary business in Europe as well as selected other regions.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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