HOCHTIEF Annual Financial Statements 2023 2

Annual Financial Statements of HOCHTIEF

Aktiengesellschaft as of and for the year ended
December 31, 2023
Balance Sheet 4
Statement of Earnings 5
Notes to the Financial Statements 6
List of shareholdings of HOCHTIEF Aktiengesellschaft 25
Executive Board Proposal for the Use of Net Profit 35
Boards 31
Responsibility Statement 36
Independent Auditor’s Report 37

The 2023 Annual Financial Statements and Management Report of HOCHTIEF Aktiengesellschaft are published in the
Unternehmensregister (Company Register). A combined Management Report for HOCHTIEF Aktiengesellschaft and the
HOCHTIEF Group is presented.

HOCHTIEF Annual Financial Statements 2023 3

Balance Sheet of
HOCHTIEF Aktiengesellschaft
(EUR thousand) See note Dec. 31, 2023 Dec. 31, 2022

Assets

Non-current assets (1)

Intangible assets 6,167 214
Property, plant and equipment 5,437 5,493
Financial assets 5,419,353 5,037,561
5,430,957 5,043,268

Current assets
Inventories (2) 12 1
Receivables and other assets (3) 1,701,359 1,777,404
Marketable securities (4) 1,283 1,202
Cash and cash equivalents (5) 437,617 275,995
2,140,271 2,054,602

Prepaid expenses (6) 10,744 13,229

7,581,972 7,111,099

Liabilities and Shareholders’ Equity

Shareholders’ equity (7)

Subscribed capital* 198,941 198,941
Treasury stock (6,395) (6,458)
Reserves 2,672,689 2,734,801
Distributable profit 341,930 310,845
3,207,165 3,238,129

Provisions
Provisions for pensions and similar obligations (9) 105,215 109,438
Other provisions (10) 198,711 151,433
303,926 260,871

Liabilities (11) 4,066,056 3,605,640

Deferred income (12) 4,825 6,459

7,581,972 7,111,099

*Plus conditional capital with a nominal value, as in the prior year, of EUR 51,200 thousand

HOCHTIEF Annual Financial Statements 2023 4

Statement of Earnings of
HOCHTIEF Aktiengesellschaft
(EUR thousand) See note 2023 2022

Sales (14) 110,521 101,382

Change in work in progress – (3,932)
Other operating income (15) 26,996 72,064
Materials (16) (12,557) (13,884)
Personnel costs (17) (37,681) (59,960)
Depreciation and amortization (18) (1,990) (1,213)
Other operating expenses (19) (102,820) (129,461)
Net income from financial assets (20) 302,663 413,251
Net interest income (21) 30,710 (38,126)
Writedowns on financial assets and marketable securities (22) – (142)
Profit before tax 315,842 339,979

Income taxes (23) (50,483) (31,183)

Profit after income taxes 265,359 308,796
Other taxes (24) 2,529 (17,585)
Net profit before changes in reserves 267,888 291,211

Net profit brought forward 10,091 4,824

Changes in reserves (7) 63,951 14,810
Distributable profit 341,930 310,845

HOCHTIEF Annual Financial Statements 2023 5

Notes to the HOCHTIEF Aktiengesellschaft
Financial Statements
General information
The Annual Financial Statements of HOCHTIEF Aktiengesellschaft, Essen, Germany, Court of Registration: Essen Dis-
trict Court, HRB 279, are prepared in accordance with the German Commercial Code (HGB) and Stock Corporations
Act (AktG). There are no changes in recognition and measurement 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.

The Executive Board and Supervisory Board have issued a declaration of compliance with the German Corporate Gov-
ernance 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.www.hochtief.com/corporate-governance

Accounting policies
Purchased intangible assets are stated at cost of purchase less amortization, on a straight-line basis, over three to
five years. 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 recog-
nized.

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 250 are expensed in the year of
purchase or production and are not recognized as assets. Minor assets with a cost of more than EUR 250 but less
than EUR 1,000 are grouped and depreciated collectively over five years.

Financial assets are reported at acquisition cost, which in addition to acquisition-related costs also includes sub-se-
quent costs of acquisition. 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. In the case of listed companies, impairment testing is
carried out on the basis of the market share price. With regard to the remaining shares in affiliated companies, the car-
rying amount of each investment is tested by management for indications of impairment as of the reporting date. If the
preliminary analysis indicates a potential impairment, a detailed enterprise valuation is carried out using a method such
as discounted cash flow. If the reason for an impairment ceases to exist, the impairment is reversed up to a maximum
of the initial acquisition cost. Long-term securities investments and long-term loans are stated at the lower of acquisi-
tion 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 production-related
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 lia-
bilities. Any excess of the cost of purchase, or of the cost of production that is required to be recognized, over at-
tributable value is accounted for by a writedown.

HOCHTIEF Annual Financial Statements 2023 6

The valuation of receivables and other current assets normally measured at nominal value includes appropriate provi-
sion as necessary for specific doubtful accounts. A global allowance is also deducted to cover general credit risks.

Marketable securities are reported at the lower of acquisition cost or their current stock market price or fair value.

Cash and cash equivalents are accounted for at nominal value after deduction of necessary writedowns. Cash hold-
ings denominated in foreign currency are translated at the mid-market spot exchange rate on the balance sheet date.

Prepaid expenses are expenses paid before the balance sheet date in respect of a specific future period.

Deferred taxes are recognized for temporary differences between the published financial statements and the tax base.
HOCHTIEF Aktiengesellschaft also accounts for all deferred taxes for companies in its tax group. As in the prior year,
deferred tax is measured on the basis of a combined tax rate of 31.5%. Deferred tax assets and deferred tax liabilities
are presented net. In 2023, as in the previous year, deferred tax liabilities resulting primarily from the fair value meas-
urement of plan assets when accounting for pension provisions were more than offset by deferred tax assets mainly
relating to the measurement of pension obligations and other provisions. As in the prior year, use was made of the op-
tion under the second sentence of Section 274 (1) HGB not to recognize the excess of deferred tax assets over de-
ferred tax liabilities.

In October 2021, the OECD announced agreement on key parameters of Pillar Two. Pillar Two prescribes the rules on
new global minimum tax, approved in December 2021 by the OECD/G20 inclusive Framework on BEPS. The Pillar Two
Model Rules provide for a global minimum tax of 15% applicable to multinational enterprise (MNE) groups with a global
turnover of EUR 750 million or more.

The EU published the final EU Directive for Pillar Two (Official Journal L 328/1, Directive (EU) 2022/2523) on December
22, 2022.

End of December 2023, Germany where HOCHTIEF Aktiengesellschaft is incorporated, enacted the Pillar Two income
taxes legislation effective for financial years beginning after December 30, 2023.

Both the HOCHTIEF Group and its main shareholder, Actividades de Construcción y Servicios, S.A., Madrid, Spain
(“ACS”), fall within the scope of the OECD Pillar 2 Model Rules. In accordance with Section 285 No. 30a HGB, disclo-
sures must be made on the actual tax expense or actual tax income in line with the Minimum Tax Act. Until the latter
has entered into force, an explanation must be provided of any impact on the Company of applying the Pillar 2 Rules.
This is the case for the 2023 reporting year.

HOCHTIEF Group is currently in the process of assessing the impact of Pillar Two. In accordance with the Pillar Two
legislation, HOCHTIEF Group would have to pay an additional tax per country in the amount of the difference between
the GloBE effective tax rate and the minimum tax rate of 15% in case the country has not established a qualified do-
mestic minimum top-up tax.

An impact assessment has been made based on financial data indicatively applying the safe harbour rules for Pillar 2.
Based on the assessment carried out so far, the Group has identified only potential exposure to Pillar Two income
taxes on profits earned by a few subsidiaries in jurisdictions where some specific effects led to the situation that the
safe harbour rules may not be applicable. The potential exposure is not expected to become significant, as the one-
time effects will not repeat in the next years. HOCHTIEF group operates its businesses in countries where the effective
tax rate and the minimum tax rate is over 15%.

HOCHTIE Group is continuing to assess the impact of the Pillar 2 income taxes legislation on its future financial perfor-
mance.

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. Following sales
of shares of treasury stock, any excess of the sale proceeds over the nominal value or accounting par value is credited

HOCHTIEF Annual Financial Statements 2023 7

to the appropriate reserve up to the amount deducted from freely available reserves and any remaining excess is ac-
counted for in the capital reserve. The costs of the sale are recognized in profit or loss.

Provisions for pensions and similar obligations and provisions for long-service bonuses and semi-retirement pro-
grams for employees are measured using actuarial tables based on biometric probabilities (Prof. Dr. Klaus Heubeck
2018 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 ac-
cepted 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 pen-
sion provisions and similar long-term obligations to be discounted using a single average market interest rate found for
an assumed remaining term of 15 years. The average is calculated based on the market interest rate over the last ten
years for pension obligations and the last seven years for other post-employment and similar long-term obligations.
The average for pension obligations is additionally determined based on the market interest rate over the last seven
years. The difference between this and measurement using the ten-year average interest rate is barred from dividend
distribution and amounts to EUR 1,802 thousand (2022: EUR 8,692 thousand). The discount rate at the end of the year
is based on the figure determined and published by the German Bundesbank as of September 30 each year. Allowance
is also made for the effect, foreseeable as of September 30, of determining the average interest rate through to the
balance sheet date. The majority of pension obligations are matched by assets held with the sole purpose of meeting
pension obligations and ring-fenced from other creditors (plan assets). These include assets invested under a contrac-
tual 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. This offsetting is performed sepa-
rately for each type of pension obligation. The balance sheet presentation is as an asset or a liability according to
whether there is a surplus or a deficit. If the fair value of plan assets exceeds that of the pension obligations, the ex-
cess 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. In 2022, for the first time,
HOCHTIEF applied the mandatory accounting note IDW RH FAB 1.021 on the measurement, under German GAAP, of
provisions for pension obligations resulting from direct commitments covered by pension liability insurance. This re-
quires pension obligations covered by pension liability insurance and the pension liability insurance itself, if congruent,
to be measured at the same amount. HOCHTIEF has elected the asset-side treatment, meaning that the fair value of
the pension liability insurance determines the amount recognized for the pension obligations. Any portion of pension
obligations not covered by congruent pension liability insurance continues to be recognized at the required settlement
amount. In 2022, the new pronouncement led to prior-period expenses in the amount of EUR 11,216 thousand, which
was reported under personnel costs.

Other provisions are recognized based on prudent business judgment and appropriately consider 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 dis-
counted with the past seven-year average market interest rate for equivalent maturities as determined and published
by the German Bundesbank. LTIP provisions are measured in accordance with the German Commercial Code on the
basis of intrinsic value. Due to the analysis being based on the measurement parameters as of the reporting date, the
intrinsic value corresponds to the difference between the current value on the measurement date and the issue price
or, for LTIP stock awards, the current closing price on the measurement date—without taking profit limitation or perfor-
mance hurdles into account. The computations are performed by an outside appraiser.

Liabilities are reported at the settlement amount.

Deferred income is income received before the balance sheet date in respect of a specific future period.

Derivative financial instruments

As well as for hedging exchange rate fluctuations in our international activities and financing activities, derivatives are
also used to hedge cross-currency interest rate risk on debt. Derivatives are utilized exclusively for hedging purposes.
Rules on their use and separate control are laid down together with responsibilities by binding directives in all Group
companies. In designated hedging relationships (subject to hedge accounting), derivatives are used in connection with
the hedged transactions. The counterparties in hedging transactions are invariably banks with first-rate credit standing.

HOCHTIEF Annual Financial Statements 2023 8

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 trans-actions are valued as a unit. Fair
values of cross-currency interest rate swaps are determined as of the measurement date on the basis of current refer-
ence rates taking into account forward premiums and discounts; fair values of foreign currency derivatives are deter-
mined from the forward exchange rates for the relevant currencies at the measurement date. Hedged items are valued
as a unit with their corresponding hedging transactions if they are objectively and intentionally complementary in use
and function such that gains and losses from the hedged item and the hedging transaction are highly likely to offset
each other. At HOCHTIEF, hedged items and hedging transactions can only be valued as a unit in the case of micro
hedges, where a single hedging transaction corresponds to a single hedged item. The effectiveness of such a unit at
matching future changes in value or cash flows is determined by using the critical terms match method. Retrospective
measurement of effectiveness is normally performed using the dollar offset method. Any ineffectiveness is accounted
for by applying the imparity principle and recognizing a provision for the unit as needed. In all other respects, account-
ing presentation follows the net hedge presentation method.

Management estimates and assumptions

The preparation of the annual financial statements requires the Executive Board of HOCHTIEF Aktiengesellschaft to
make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities as of the bal-
ance sheet date and of income and expenses in the reporting period as well as the disclosure of risks and un-certain-
ties. Actual results may differ from such estimates.

Currency translation
Assets and liabilities in foreign currency are reported in the financial statements at the average spot exchange rate on
initial entry in the accounts. Gains and losses due to changes in exchange rates as of the reporting date are recog-
nized in profit or loss. For foreign currency-denominated assets and liabilities with a remaining term of up to one year,
any gains due to changes in quoted prices as of the balance sheet date are recognized in profit or loss.

Where the currency risk on foreign currency items is hedged with derivatives such as forward exchange contracts and
valued as a unit with the derivatives, the items are translated at the hedged rate.

HOCHTIEF Annual Financial Statements 2023 9

Explanatory Notes to the Balance Sheet

1. Fixed assets

Movements in non-current assets 2023

Cost of acquisition or production

Jan. 1, 2023 Additions Disposals Dec. 31, 2023

(EUR thousand)

Intangible assets
Concessions, industrial property and similar rights and
assets, and licenses in such rights and assets, acquired
for valuable consideration 38,807 7,455 18,103 28,159
38,807 7,455 18,103 28,159

Property, plant and equipment

Land, similar rights and buildings, including buildings on land
owned by third parties 15,218 – – 15,218
Technical equipment and machinery 2,904 75 – 2,979
Other equipment and office equipment 6,715 377 190 6,902
24,837 452 190 25,099

Financial assets
Shares in affiliated companies 3,655,157 122,600 – 3,777,757
Other participating interests 1,422,745 260,000 – 1,682,745
Long-term securities investments 8,212 111 919 7,404
5,086,114 382,711 919 5,467,906
Total non-current assets 5,149,758 390,618 19,212 5,521,164

The shares in affiliated companies mainly relate to HOCHTIEF Asia Pacific GmbH, Essen, HOCHTIEF Americas GmbH,
Essen, HOCHTIEF Europe GmbH, Essen, and HOCHTIEF Insurance Broking and Risk Management Solutions GmbH,
Essen.

Participating interests mainly relate to the interests in Abertis HoldCo S.A., Madrid. The carrying amount of that invest-
ment increased due to a capital increase at the company by EUR 260,000 thousand to EUR 1,665,255 thousand
(2022: EUR 1,405,255 thousand).

A list of shareholdings of HOCHTIEF Aktiengesellschaft is provided starting on page 25.

Long-term securities investments consist in their entirety of shares in mutual fund units linked to a deferred compensa-
tion 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.

HOCHTIEF Annual Financial Statements 2023 10

 Cumulative depreciation and amortization Carrying Carrying
amount amount

Jan. 1, 2023 Depreciation Disposals Impairment re- Dec. 31, 2023 at Dec. 31, at Dec. 31,
and versals 2023 2022
amortization in
2023

38,593 1,502 18,103 – 21,992 6,167 214

38,593 1,502 18,103 – 21,992 6,167 214

12,529 10 – – 12,539 2,679 2,689

2,000 245 – – 2,245 734 904
4,815 233 170 – 4,878 2,024 1,900
19,344 488 170 – 19,662 5,437 5,493

31,063 – – – 31,063 3,746,694 3,624,094

17,490 – – – 17,490 1,665,255 1,405,255
– – – – – 7,404 8,212
48,553 – – – 48,553 5,419,353 5,037,561
106,490 1,990 18,273 – 90,207 5,430,957 5,043,268

2. Inventories
Inventories comprise EUR 12 thousand (2022: EUR 1 thousand) in goods.

3. Receivables and other assets

Dec. 31, Of which: remaining Dec. 31, Of which: remaining

(EUR thousand) 2023 term above 1 year 2022 term above 1 year

Trade receivables 1,543 – 798 –

Receivables from affiliated companies 1,695,903 1,435,425 1,725,796 1,476,212
Receivables from companies in which the
Company has participating interests 7 – 4 –
Other assets 3,906 – 50,806 135
1,701,359 1,435,425 1,777,404 1,476,347

Receivables from affiliated companies are connected with intra-Group financial management and would come under
other assets if they were not presented under receivables from affiliated companies.

Other assets mainly comprise tax refund entitlements. The decrease compared to the prior year is mainly due to the
settlement of refund entitlements by the tax authorities in 2023.

Other assets totaling EUR 0 thousand (2022: EUR 135 thousand) are subject to restrictions.

4. Marketable securities
Marketable securities comprise EUR 1,283 thousand (2022: EUR 1,202 thousand) in shares in investment funds. As in
the prior year, marketable securities are not subject to any restrictions.

HOCHTIEF Annual Financial Statements 2023 11

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 re-
strictions.

6. Prepaid expenses
Prepaid expenses mainly consisted of prepaid loan liabilities and the difference between the settlement amount and
issue amount of liabilities totaling EUR 6,642 thousand (2022: EUR 8,243 thousand).

7. Equity

Amount Dividends Net profit Other Amount

on Jan. 1, distributed before changes on Dec.
2023 changes in 31, 2023
(EUR thousand) reserves

Subscribed capital 198,941 – – – 198,941

Treasury stock (6,458) – – 63 (6,395)
Capital reserve 2,099,219 – – 192 2,099,411
Retained earnings
Statutory reserve 1,492 – – – 1,492
Other retained earnings 634,090 – – (62,304) 571,786
Total reserves 2,734,801 – – (62,112) 2,672,689
Distributable profit 310,845 (300,754) 267,888 63,951 341,930
3,238,129 (300,754) 267,888 1,902 3,207,165

The Company’s capital stock is divided into 77,711,300 no-par-value bearer shares and amounts to EUR
198,940,928.00. Each share accounts for EUR 2.56 of capital stock. As of December 31, 2023, HOCHTIEF Aktieng-
esellschaft held a total of 2,497,884 shares of treasury stock as defined in Section 160 (1) 2 of the German Stock Cor-
porations 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, May 6, 2015, and April 28, 2020, and for all other purposes
permitted under AktG. The holdings of treasury stock represent EUR 6,394,583.04 (3.21%) of the Company’s capital
stock.

Including treasury stock still held, subscribed capital totaled EUR 192,546 thousand as of December 31, 2023 (2022:
EUR 192,483 thousand).

In 2022, the stock buyback program announced on November 8, 2021 was completed as planned.

In April 2023, 24,792 shares of treasury stock were transferred to members of the Company’s Executive Board at a
price of EUR 76.75 per share on condition that the shares be held for at least two or, as the case may be, at least
three years after transfer. The transfer settled the transferees’ variable compensation entitlements. The shares repre-
sent EUR 63,467.52 (0.0319%) of the Company’s capital stock.

As in the prior year, the capital reserve comprises EUR 2,062,398 thousand constituting the premium on shares issued
by HOCHTIEF Aktiengesellschaft together with EUR 4,501 thousand (2022: EUR 4,309 thousand) for the book gain on
the sale of treasury stock, and the capital stock represented by the shares canceled in 2016 (EUR 12,824 thousand)
and 2014 (EUR 19,688 thousand). The change in 2023 in the amount of EUR 192 thousand relates to the book gain on
the transfer of 24,792 treasury shares to members of the Company’s Executive Board.

EUR 63,951 thousand (2022: EUR 14,810 thousand) has been withdrawn from other retained earnings. In addition
charging of acquisition cost due to changes in treasury stock affected other retained earnings in the amount of EUR
1,647 thousand. Reserves in the amount of EUR 24,083 thousand (2022: EUR 21,193 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 1,802 thou-
sand (2022: EUR 8,692 thousand) is not available for distribution in accordance with Section 253 (6) of the German
Commercial Code (HGB). This is the difference in amount between the recognition of pension obligations in accord-
ance with the relevant average market interest rate for the past ten years and the recognition of 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 shares.

HOCHTIEF Annual Financial Statements 2023 12

There are no shares with special control rights. The Executive Board is not aware of any employee shares where the
control rights are not exercised directly by the employees.

Statutory rules on the appointment and replacement of Executive Board members are contained in Sections 84 and 85
and statutory rules on the amendment of the Articles of Association in Sections 179 and 133 of the German Stock Cor-
porations 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 Meet-
ing require a simple majority of votes cast unless there is a statutory requirement stipulating a different majority. In in-
stances where the Act requires a majority of the capital stock represented at the time of the resolution in addition to a
majority of votes cast, Section 23 (3) of the Articles of Association provides that a simple majority will suffice unless
there is a mandatory requirement stipulating a different majority.

Pursuant to the resolution of the Annual General Meeting of April 27, 2022 and to Section 4 (5) of the Articles of Asso-
ciation inserted in accordance with the resolution, the Executive Board is authorized, subject to Supervisory Board ap-
proval, 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 65,752 thousand by or before April 26, 2027 (Authorized Capital I). Detailed
provisions are contained in the stated section of the Articles.

Pursuant to the resolution of the Annual General Meeting of April 26, 2023 and to Section 4 (6) of the Articles of Asso-
ciation as insofar revised, 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 33,718 thousand by or before April 25, 2028 (Authorized Capital II). Detailed provisions are con-
tained in the stated section of the Articles.

Pursuant to the resolution of the Annual General Meeting of April 27, 2022 and thus to the revised Section 4 (4) of the
Articles of Association, the Company’s capital stock has been conditionally increased by up to EUR 51,200 thousand
divided into up to 20 million no-par-value bearer shares (conditional capital). The detailed stipulations are contained in
the aforementioned section of the Articles of Association and the aforementioned resolution. Under that resolution, the
Executive Board is authorized, subject to the approval of the Supervisory Board, to issue on one or more occasions in
the period up to April 26, 2027 registered or bearer warrant-linked and/or convertible bonds, profit participation rights
or participating bonds, or any combination of such instruments (collectively “bonds”), in an aggregate principal amount
of up to EUR 2,000,000,000.00 with or without maturity restrictions and to grant or issue option rights or obligations to
holders or creditors of warrant-linked bonds or of participatory notes with warrants or of warrant-linked participating
bonds or to grant or issue conversion rights or obligations to holders or creditors of convertible bonds or convertible
participatory notes or convertible participating bonds for up to 20 million no-par-value bearer shares in HOCHTIEF Ak-
tiengesellschaft with an aggregate proportionate interest in the capital stock of up to EUR 51,200,000.00, as stipulated
in greater detail in the terms and conditions of the bonds.

Authorization to repurchase shares:

The Company is authorized by resolution of the Annual General Meeting of April 27, 2022 to repurchase its own shares
in accordance with Section 71 (1) 8 of the German Stock Corporations Act (AktG). This authorization expires on April
26, 2027. 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 com-
pany in its control or majority ownership and allows the share repurchase to be executed in one or more installments
covering the entire amount authorized 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 April 27, 2022, the Executive Board is authorized, subject to Supervi-
sory 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 share-
holders, 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.

HOCHTIEF Annual Financial Statements 2023 13

The HOCHTIEF Aktiengesellschaft Executive Board is further 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 or of other assets and in the course of mergers. They
are also permitted for the purpose of obtaining a listing for the Company’s shares on foreign stock exchanges where it
is not yet listed. The shares may furthermore be offered for purchase by employees or former employees of the Com-
pany or its affiliates. Holders of bonds which the Company or a Group company subordinate to it issues or has issued
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 Corpora-
tions Act (AktG), and to current or past employees of the Company or of a company under its control within the mean-
ing of Section 17 AktG. Such transfers are only permitted for the purpose of settling the transferees’ variable compen-
sation 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) 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 April 27, 2022, the Company is authorized to acquire shares of
treasury stock in accordance with Section 71 (1) 8 AktG using equity derivatives as well as to exclude shareholders’
rights to sell shares 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 and
against 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 op-
tions or forward purchase agreements. Additional details of the conditions for the use of equity derivatives in the acqui-
sition of treasury stock and for the exclusion of shareholders’ rights to sell and subscription rights are set out in the
Annual General Meeting resolution.

HOCHTIEF Annual Financial Statements 2023 14

8. Share-based payment
The following share-based payment plans were in force for managerial staff of HOCHTIEF Aktiengesellschaft and its
affiliates in 2023:

Long-term Incentive Plan 2018

The Long-term Incentive Plan 2018 (LTIP 2018) was launched by resolution of the Supervisory Board in 2018 and is
open to Executive Board members and selected managerial employees. The plan was based on performance stock
awards.

The conditions stipulated that for each performance stock award (PSA) exercised within a two-year exercise period
following a three-year waiting period, entitled individuals received from the issuing entity a payment entitlement equal
to the closing price of HOCHTIEF stock on the last stock market trading day before the exercise date, plus a perfor-
mance bonus. The size of the performance bonus depended for each company on the relevant cash performance indi-
cator in the last complete year before the exercise date. For the members of the Executive Board and managerial em-
ployees of HOCHTIEF Aktiengesellschaft, the performance bonus depended on adjusted free cash flow.

The gain was limited to EUR 533.70 per PSA.

The plan was exercised in full in 2023.

Long-term Incentive Plan 2019

The Long-term Incentive Plan 2019 (LTIP 2019) was launched by resolution of the Supervisory Board in 2019 and is
open to Executive Board members and selected managerial employees. The plan is based on performance stock
awards.

The conditions stipulate that for each performance stock award (PSA) exercised within a two-year exercise period fol-
lowing a three-year waiting period, entitled individuals receive from the issuing entity a payment entitlement equal to
the closing price of HOCHTIEF stock on the last stock market trading day before the exercise date, plus a performance
bonus. The size of the performance bonus depends for each company on the relevant cash performance indicator in
the last complete year before the exercise date. For the members of the Executive Board and managerial employees of
HOCHTIEF Aktiengesellschaft, the performance bonus depends on adjusted free cash flow.

The gain is limited to EUR 477.12 per PSA.

Long-term Incentive Plan 2021

The Long-term Incentive Plan 2021 (LTIP 2021) was launched by resolution of the Supervisory Board in 2021 and is
open to Executive Board members and selected managerial employees. The plan is based on performance stock
awards.

The conditions stipulate that for each performance stock award (PSA) exercised within a two-year exercise period fol-
lowing a three-year waiting period, entitled individuals receive from the issuing entity a payment entitlement equal to
the closing price of HOCHTIEF stock on the last stock market trading day before the exercise date, plus a performance
bonus. The size of the performance bonus depends for each company on the relevant cash performance indicator in
the last three years before the exercise date. For the members of the Executive Board and managerial employees of
HOCHTIEF Aktiengesellschaft, the performance bonus depends on the adjusted free cash flow of the last complete
year before the exercise date.

The gain is limited to EUR 292.95 per PSA.

Long-term Incentive Plan 2022

The Long-term Incentive Plan 2022 (LTIP 2022) was launched by resolution of the Supervisory Board in 2022 and is
open to Executive Board members. The plan is based on performance stock awards.

The conditions stipulate that for each performance stock award (PSA) exercised within a two-year exercise period
following a three-year waiting period, entitled individuals receive a payment entitlement equal to the closing price of
HOCHTIEF stock on the last stock market trading day before the exercise date, plus a performance bonus. The size of
the performance bonus depends on the adjusted free cash flow of the last complete year before the exercise date.

HOCHTIEF Annual Financial Statements 2023 15

The gain is limited to EUR 261.03 per PSA.

Long-term Incentive Plan 2023

The Long-term Incentive Plan 2023 (LTIP 2023) was launched by resolution of the Supervisory Board in 2023 and is
open to Executive Board members. The plan is based on performance stock awards.

The conditions stipulate that for each performance stock award (PSA) exercised within a two-year exercise period fol-
lowing a three-year waiting period, entitled individuals receive a payment entitlement equal to the closing price of
HOCHTIEF stock on the last stock market trading day before the exercise date, plus a performance bonus. The size of
the performance bonus depends on the adjusted free cash flow of the last complete year before the exercise date.

The gain is limited to EUR 262.08 per PSA.

Other information
The conditions of all plans stipulate that on the exercise—and on 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 exer-
cise is borne by the affiliated company concerned.

Provisions recognized for the stated share-based payment arrangements totaled EUR 3,042 thousand as of the bal-
ance sheet date (2022: EUR 3,523 thousand). The total expense recognized for the stated arrangements in 2023 was
EUR 4,640 thousand (2022: income EUR 1,036 thousand). The intrinsic value of plans exercisable at the end of the
reporting period was EUR 79 thousand (2022: EUR 1,105 thousand). The quantities granted, expired, and exercised
under the plans so far are as follows:

Originally Outstanding Granted Expired in Exercised/ Outstanding

granted at Dec. 31 in 2023 2023 settled in at Dec. 31,
2022 2023 2023
LTIP 2018 – performance stock awards 17,219 1,900 – – 1,900 0
LTIP 2019 – performance stock awards 18,635 18,135 – – 17,335 800
LTIP 2021 – performance stock awards 10,357 10,357 – – – 10,357
LTIP 2022 – performance stock awards 3,133 3,133 – – – 3,133
LTIP 2023 – performance stock awards – – 34,364 – – 34,364

ACS Long-Term Incentive Plan 2

As part of the launch of the Long-Term Incentive Plans 2023−28 by the main shareholder ACS stock options were
granted by ACS to some Executive Board members and certain executives of HOCHTIEF Aktiengesellschaft. As the
parent company ACS owes the share-based payment to executives of HOCHTIEF Aktiengesellschaft, HOCHTIEF Ak-
tiengesellschaft does not have the obligation to settle the share-based remuneration.

9. Provisions for pensions and similar obligations

Company pensions at HOCHTIEF Aktiengesellschaft comprise a system of components that can be combined into a
defined contribution plan. The annual pension component depends on employee income and age (resulting in an annu-
ity 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 com-
ponents accumulated. Benefits comprise an old-age pension, an invalidity pension, and a surviving dependents’ pen-
sion.

HOCHTIEF Annual Financial Statements 2023 16

The size of pension provisions is determined on an actuarial basis. This necessarily involves estimates. The Prof. Dr.
Klaus Heubeck 2018 G tables are used to provide biometric data for the calculations. The remaining actuarial assump-
tions used are as follows:

(%) 2023 2022

Discount factor 1.83 1.79

Salary increases 2.75 2.75
Pension increases1 2.00 2.25
1
Assuming no guaranteed increase of 1.00% p.a. In 2023, a blanket 5.5% increase was incorporated for the next adjustment date (May 1, 2025).

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 trans-
ferred 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 98,366 thousand as of December 31, 2023 (December 31, 2022: EUR 107,051 thousand). As in the
prior year, HOCHTIEF Aktiengesellschaft did not receive any distribution from the fund. The fund assets—as well as the
pension liability insurance and investment fund units in the deferred compensation plan assigned to employees—meet
the requirements in the second sentence of Section 246 (2) of the German Commercial Code (HGB). The fair value of
these assets is therefore netted against the settlement amount of the pension obligations and income and expenses
from plan assets against the interest expense on the pension obligations.

Assets were offset against pension obligations as follows in the balance sheet:

December 31, December 31,

(EUR thousand) 2023 2022

Settlement amount of pensions and similar obligations (279,236) (290,943)

Fair value of assets offset against obligations (Section 246 (2) Sentence 2 HGB) 174,021 181,505
Provisions for pensions and similar obligations (105,215) (109,438)
Acquisition cost of assets offset against obligations (Section 246 (2) Sentence 2 HGB) 149,938 160,312

Pension payments totaled EUR 18,672 thousand in 2023 (2022: EUR 18,100 thousand).

The pension expense is made up as follows:

(EUR thousand) 2023 2022

Pension expense 3,368 30,738

Personnel expense 3,368 30,738
Interest expense from unwinding of discount and changes in discount factor 4,011 7,734
(Gains)/losses on plan assets offset against pension expense (Section 246 (2) Sentence 2 HGB) (8,816) 3,611
Net interest income (4,805) 11,345
Total income (-)/expense (+) (1,437) 42,083

The pension expense in 2022 included an expense of EUR 11,216 thousand due to initial application of the IDW ac-
counting note on the measurement of pension obligations covered by pension liability insurance (IDW RH FAB 1.021).
A rise in the pension increase rate used in the calculation of pension obligations also had the effect of increasing the
expenses. The interest expense includes EUR 1,155 thousand in income (2022: EUR 2,491 thousand expenses) relat-
ing to the change in the discount rate.

HOCHTIEF Annual Financial Statements 2023 17

10. Other provisions

(EUR thousand) Dec. 31, 2023 Dec. 31, 2022

Provisions for taxes 171,705 121,562

Sundry other provisions 27,006 29,871
198,711 151,433

Provisions for taxes include risk provisioning of EUR 62,501 thousand (2022: EUR 59,032 thousand) in connection with
recovery claims by foreign tax authorities.

Other provisions cover items such as personnel-related provisions (mainly share-based and performance-based remu-
neration), costs of preparing the annual financial statements, risks in real estate, and litigation risks.

11. Liabilities

Dec. 31, Of which: Of which: with Dec. 31, Of which: Of which: with
2023 with residual residual term 2022 with residual residual term
term of up greater than term of up greater than
to 1 year 1 year and up to 1 year 1 year and up
(EUR thousand) to 5 years to 5 years

Bonds 1,958,337 10,193 1,044,583 1,958,337 10,193 1,044,583

Amounts due to banks 988,324 294,824 660,000 821,594 187,094 601,000
Trade payables 2,397 2,397 – 1,930 1,930 –
Amounts due to affiliated companies 832,429 739,108 93,321 813,635 720,314 93,321
Amounts due to participating interests 260,000 260,000 – – – –
Other liabilities 24,569 24,569 – 10,144 10,144 –
Of which: from taxes 18,995 18,995 – 4,404 4,404 –
Of which: from social insurance
contributions 9 9 – 13 13 –
4,066,056 1,331,091 1,797,904 3,605,640 929,675 1,738,904

Liabilities in the amount of EUR 937 million have a remaining time to maturity of more than five years as of the balance
sheet date (2022: EUR 937 million). These relate to bonds in the amount of EUR 904 million (2022: EUR 904 million)
and liabilities to banks in the amount of EUR 33 million (2022: EUR 33 million).

The bonds item relating to bonds issued by HOCHTIEF Aktiengesellschaft comprises the following:

Carrying Carrying Principal Coupon Initial term Matures

amount amount amount (in years)
Dec. 31, 2023 Dec. 31, 2022 Dec. 31, 2023
(EUR thous- (EUR thous- (thousand) (%)
and) and)

HOCHTIEF AG bond (2021) 502,140 502,140 500,000 EUR 0.63 8 April 2029
HOCHTIEF AG bond (2019) 50,788 50,788 50,000 EUR 2.30 15 April 2034
HOCHTIEF AG bond (2019) 251,027 251,027 250,000 EUR 1.25 12 September 2031
HOCHTIEF AG bond (2019) 104,435 104,435 1,000,000 NOK 1.67 10 July 2029
HOCHTIEF AG bond (2019) 500,822 500,822 500,000 EUR 0.50 8 September 2027
HOCHTIEF AG bond (2019) 44,762 44,762 50,000 CHF 0.77 6 June 2025
HOCHTIEF AG bond (2018) 504,363 504,363 500,000 EUR 1.75 7 July 2025
1,958,337 1,958,337

In December 2023, HOCHTIEF Aktiengesellschaft launched a promissory note loan issue for a total of EUR 64 million.
EUR 44 million of this amount had a value date prior to December 31, 2023. The note has staggered terms of three,
five, and five-and-a-half years.

The bond volume of HOCHTIEF Aktiengesellschaft remained unchanged compared to the prior year and amounted to
EUR 1,958 million as of the balance sheet date.

HOCHTIEF Annual Financial Statements 2023 18

As in the prior year, amounts due to affiliated companies are connected with intra-Group financial management.

The amounts due to participating interests related to Abertis HoldCo S.A., Madrid, in connection with the implementa-
tion of a capital increase at that company.

Other liabilities mainly comprise tax liabilities and payroll liabilities.

12. Prepaid expenses

Prepaid expenses mainly resulted from taking out a foreign currency loan in 2022, which was hedged over the term by
a matching currency derivative.

13. Contingencies, commitments, and other financial obligations

The commitments and potential obligations primarily serve as security for bank loans, contract performance, warranty
obligations, and advance payments. Most guarantees as of the reporting date related to participating interests and
construction joint ventures.

(EUR thousand) Dec. 31, 2023 Dec. 31, 2022

Obligations from guarantees and sureties 12,601,339 10,932,972

Of which: for affiliated companies 12,595,510 10,927,244

The obligations for HOCHTIEF Aktiengesellschaft include an unlimited bonding guarantee provided in favor of U.S. in-
surance companies in respect of obligations of the Turner Group and the Flatiron Group. An amount of USD 12,168
million was utilized as of December 31, 2023 (2022: USD 9,858 million).

This includes guarantees with which HOCHTIEF Aktiengesellschaft is liable for obligations, lines of credit and joint ven-
ture guarantees given by Flatiron Construction Corporation, in the latter case up to a maximum of the total contract
value. This amounted to EUR 1,055,614 thousand as of December 31, 2023 (2022: EUR 1,189,391 thousand). The
size of the liability for each credit facility depends on the outstanding financial obligation extended under the respective
facility.

In connection with the sale of 50% of Thiess Group Holdings Pty. Ltd., New South Wales, Australia (”Thiess”) as of De-
cember 31, 2020, the acquirer Elliott Advisors (UK) Ltd (”Elliott“) was granted a put option by CIMIC Group Ltd., Victo-
ria, Australia (”CIMIC“). Subject to exceptions, the exercise period is between December 31, 2023 and December 31,
2026. If the option were to be exercised, CIMIC would be required to repurchase all or part of the interest in Class A
preference shares or ordinary shares in Thiess. The exercise price would be, at maximum, the purchase price originally
paid by Elliott (a maximum of AUD 1.1 billion) and any minimum dividends not distributed by Thiess for the six years
following completion of the transaction (a maximum of AUD 180 million per year). HOCHTIEF has assumed a guarantee
for CIMIC’s financial obligations to Elliott under the put option. Under that guarantee, HOCHTIEF would enter into
CIMIC’s contractual position in the event of payment default by CIMIC. No outflow of assets is anticipated in subse-
quent years because payment default by CIMIC is extremely unlikely, notably by virtue of its BBB- S&P rating, and
HOCHTIEF would take over the interest in Thiess. As of December 31, 2023, the put option is accounted for in the
HOCHTIEF Consolidated Financial Statements at an amount of EUR 0.

In connection with the acquisition of MACA Limited, Western Australia, Australia (”MACA”) by Thiess in 2022, new pref-
erence shares ("Class C preference shares") were issued to Elliott and CIMIC. In connection with the issue of the new
preference shares, Elliott was granted an option on third-party equity of Thiess, which is not fully consolidated (“Thiess
option”), by CIMIC. If the Thiess option were to be exercised, CIMIC would be required to purchase all Class C prefer-
ence shares. The exercise price would be, at maximum, the purchase price originally paid by Elliott (a maximum of AUD
200 million) plus any unpaid interest. According to the Thiess option, Elliott has the option to put their Class C prefer-
ence shares to CIMIC for a period of 42 months, starting six months after the end of the put option period, or, six
months after the date when Elliott ceases to own any Class A preference shares or ordinary shares or notices the exer-
cise of options related to all remaining Class A preference shares or ordinary shares. CIMIC holds a call option to ac-
quire the Class C preference shares from Elliott, for a period of 42 months, starting at the end of the put option period
or the date when Elliott ceases to own any Class A preference shares or ordinary shares. HOCHTIEF has assumed a
guarantee for CIMIC’s financial obligations to Elliott under the Thiess option. Under that guarantee, HOCHTIEF would

HOCHTIEF Annual Financial Statements 2023 19

enter into CIMIC’s contractual position in the event of payment default by CIMIC. The Thiess option is accounted for in
the HOCHTIEF Consolidated Financial Statements at an amount of EUR 1 million as of the balance sheet date.

For the part, no recourse has ever been made to these guarantees provided by HOCHTIEF Aktiengesellschaft and, in
light of the financial circumstances, none is currently anticipated for the future.

Other financial obligations include EUR 12,865 thousand (2022: EUR 17,015 thousand) in commitments under long-
term contracts for the supply of goods and services. These represent obligations under long-term rental contracts.
These are partly offset by own use and anticipated rental income totaling EUR 6,570 thousand (2022: EUR 8,285 thou-
sand).

Derivative financial instruments

Derivative financial instruments are used to hedge currency and interest-rate risks on foreign currency positions and
financing transactions. The following table shows the derivative financial instruments currently in place:

Dec. 31, 2023 Nominal principal amount Fair value Residual term

(EUR thousand) external intra-group external intra-group in month

Currency derivatives
Forward exchange contracts – 93,321 – (6,252) 34
Cross-currency swaps 148,144 – (2,020) – 18 to 67
148,144 93,321 (2,020) (6,252)

Interest rate swaps 510,000 – (7,137) – 3 to 70

658,144 93,321 (9,157) (6,252)

Dec. 31, 2022 Nominal principal amount Fair value Residual term

(EUR thousand) external intra-group external intra-group in month

Currency derivatives
Forward exchange contracts – 93,321 – (3,264) 46
Cross-currency swaps 148,144 – 7,404 – 30 to 79
148,144 93,321 7,404 (3,264)

Interest rate swaps 246,500 – (1,170) – 5 to 82

394,644 93,321 6,234 (3,264)

The EUR 300,000 thousand cash credit facility was fully drawn in March 2023 and presented in term loans in the corre-
sponding amount. The term loans are hedged against interest-rate fluctuations, with the hedged item and the hedge
constituting a hedging relationship in each case and the fair value of the interest rate swaps amounting in total to a
negative EUR 3,538 thousand (2022: EUR 0 thousand).

Promissory note loans with a principal amount of EUR 210,000 thousand (2022: EUR 246,500 thousand) are hedged
against interest-rate fluctuations, with the hedged item and the hedge constituting a hedging relationship in each case
and the fair value of the interest rate swaps amounting in total to a negative EUR 3,599 thousand (2022: negative EUR
1,170 thousand).

One foreign currency liability to a wholly owned subsidiary with a principal amount of EUR 93,321 thousand (2022:
EUR 93,321 thousand) is hedged against currency fluctuations. The fair value of the currency derivative is a negative
EUR 6,252 thousand (2022: negative EUR 3,264 thousand).

HOCHTIEF Annual Financial Statements 2023 20

The corporate bonds issued in Swiss francs and Norwegian kroner are hedged with interest-rate swaps. The bonds
have a principal amount of EUR 148,144 thousand (2022: EUR 148,144 thousand) and the currency derivatives have a
net fair value of negative EUR 2,020 thousand (2022: EUR 7,404 thousand).

Explanatory Notes to the Statement of Earnings

14. Sales
HOCHTIEF Aktiengesellschaft’s reported sales comprise revenue from performing the functions of a holding company.
They comprise sales in Germany totaling EUR 16,978 thousand (2022: EUR 24,547 thousand) and international sales
totaling EUR 93,543 thousand (2022: EUR 76,835 thousand). Sales contain rental income of EUR 7,704 thousand
(2022: EUR 9,389 thousand). Bonding provision in the amount of EUR 93,543 thousand is also included (2022: EUR
76,835 thousand).

15. Other operating income

This item contains mainly income from royalty agreements in the amount of EUR 22,415 thousand (2022: EUR 12,895
thousand), and prior-period income from reversal of provisions in the amount of EUR 1,841 thousand (2022: EUR
1,262 thousand). Exchange rate gains amounted to EUR 169 thousand (2022: EUR 5,064 thousand) for the reporting
period. In 2022, this item included also income from derivatives used to hedge foreign currency transactions in the
amount of EUR 45,316 thousand.

16. Materials

(EUR thousand) 2023 2022

Purchased goods 172 99

Purchased services 12,385 13,785
12,557 13,884

17. Personnel costs

(EUR thousand) 2023 2022

Wages and salaries 31,982 26,901

Social insurance and support 2,090 2,091
Pensions 3,609 30,968
37,681 59,960

The higher pension expenditure in fiscal year 2022 relates to the mandatory first-time application of the IDW account-
ing note on the measurement, under German GAAP, of provisions for pension obligations resulting from direct commit-
ments covered by pension liability insurance (IDW RH FAB 1.021). A rise in the pension increase rate used in the calcu-
lation of pension obligations also had the effect of increasing the expenses in prior year.

Employees

(average for the year) 2023 2022

Waged/industrial employees 3 3
Salaried/office employees 138 155
141 158

HOCHTIEF Annual Financial Statements 2023 21

18. Depreciation and amortization

(EUR thousand) 2023 2022

Intangible assets 1,503 746

Property, plant and equipment 487 467
1,990 1,213

This consists of depreciation and amortization as such, with no impairments.

19. Other operating expenses

Other operating expenses include foreign exchange losses in the amount of EUR 41,097 thousand (2022: EUR 53,318
thousand). In fiscal year 2023—as in the previous year—these mainly resulted from the valuation of foreign exchange
receivables with their respective closing rate. This item also includes EUR 31,144 thousand (2022: EUR 20,513 thou-
sand) in writedowns on receivables as well as EUR 1,085 thousand (2022: EUR 13,245 thousand) in prior-period ex-
penses from the charging on of reimbursement claims relating to subsidiaries as well as mainly rentals and lease pay-
ments, insurance premiums, costs of preparing the annual financial statements, allocated charges, consulting costs,
Supervisory Board compensation, court costs, attorneys’ and notaries’ fees, advertising costs and IT costs.

20. Net income from financial assets

(EUR thousand) 2023 2022

Income from profit/loss transfer agreements 208,613 326,273

Expenses from loss transfer agreements (24,800) (31,767)
Income from participating interests 118,738 118,738
Of which: from associated companies 118,738 118,738
Income from other securities and long-term loans 112 7
302,663 413,251

The income from profit/loss transfer agreements mainly relates to the subsidiaries HOCHTIEF Americas GmbH (EUR
206,109 thousand; 2022: EUR 193,209 thousand). The expenses from transfer of losses mainly relate to HOCHTIEF
Europe GmbH (EUR 12,346 thousand; 2022: EUR 31,121 thousand), HOCHTIEF Projektentwicklung GmbH (EUR 8,841
thousand; 2022: income from profit/loss transfer agreements EUR 330 thousand) as well as HOCHTIEF Asia Pacific
GmbH (EUR 3,063 thousand; 2022: income from profit/loss transfer agreements EUR 132,100 thousand).

Income from participating interests in the amount of EUR 118,738 thousand was unchanged to the prior year fully at-
tributable to Abertis HoldCo S.A.

21. Net interest income

(EUR thousand) 2023 2022

Other interest and similar income 114,164 51,591

Of which: from affiliated companies 99,913 50,637
Interest and similar expenses (83,454) (89,717)
Of which: to affiliated companies (19,451) (5,583)
30,710 (38,126)

Other interest and similar income mainly comprises interest income from intra-Group financial management. In addi-
tion, netting the interest expense on defined benefit obligations against the corresponding plan assets resulted in in-
come of EUR 4,805 thousand in 2023.

Interest and similar expenses mainly consist of interest expense on bank and capital market borrowing at HOCHTIEF
Aktiengesellschaft. Interest and similar expenses also contain EUR 5 thousand (2022: EUR 6 thousand) in interest ex-
pense from unwinding the discount on other provisions with a remaining term of more than one year. In addition, net-
ting the interest expense on defined benefit obligations against the corresponding plan assets resulted in an expense
of EUR 11,345 thousand in 2022.

HOCHTIEF Annual Financial Statements 2023 22

22. Writedowns on financial assets and marketable securities
This item comprises writedowns on financial assets and marketable securities. In the 2023 reporting year, no such
writedowns occurred. The prior-year figure in the amount auf EUR 142 thousand related to writedowns on marketable
securities.

23. Income taxes

This item mainly consists of municipal trade tax and corporate income tax.

24. Other taxes

In 2023, this item mainly relates to the settlement by the revenue administration of value added tax refund entitlements
in the amount of EUR 11,389 thousand. Also reported here are the withholding tax expense on foreign interest income,
prior-period tax expenses, and value added tax.

In the prior year, this item mainly related to the writedown of receivables from tax authorities for value-added tax refund
entitlements and to value-added tax. The item included a prior-period tax expense of EUR 13,752 thousand.

25. Total Executive Board and Supervisory Board compensation pursuant to Section 285 (1) No. 9 HGB
Total compensation for incumbent members of the Executive Board in 2023 came to EUR 11,310 thousand
(2022: EUR 13,038 thousand).

Total Executive Board compensation includes share-based payment granted in the reporting year with a fair value of
EUR 2,746 thousand (2022: EUR 3,218 thousand). The corresponding number of performance stock awards (PSAs)
granted for 2023 will only be determined in the following financial year (2022: 34,364 PSAs).

Payments in the amount of EUR 6,759 thousand (2022: EUR 6,104 thousand) were made to former members of the
Executive Board and their surviving dependents. Pension obligations to former members of the Executive Board and
their surviving dependents in accordance with HGB totaled EUR 111,238 thousand (2022: EUR 108,948 thousand).

Total compensation for fixed compensation and meeting attendance fees for the members of the Supervisory Board
came to EUR 2,038 thousand (2022: EUR 1,971 thousand).

No advances or loans were granted to members of the Executive Board or members of the Supervisory Board in 2023
or in 2022.

26. Post-balance-sheet events

There were no reportable events during the subsequent events period.

27. Auditing fees

With effect from 2023, Deloitte GmbH Wirtschaftsprüfungsgesellschaft are the auditors of HOCHTIEF Aktiengesell-
schaft.

The total fee amount recognized in 2023 as expense in relation to auditors Deloitte GmbH Wirtschaftsprüfungsgesell-
schaft is divided into financial statement audit services and other assurance services. HOCHTIEF Aktiengesellschaft
has elected to make use of the option under Section 285 No. 17 of the German Commercial Code (HGB) in its annual
financial statements and to dispense with individual disclosure of the fees recognized as expense. This disclosure is
provided in the corresponding disclosure in the Notes to the Consolidated Financial Statements. The fees for financial
statement audits relate to fees charged by Group auditors Deloitte GmbH Wirtschaftsprüfungsgesellschaft for auditing
the HOCHTIEF Group consolidated financial statements, the combined HOCHTIEF Group and HOCHTIEF Aktiengesell-
schaft management report, and the financial statements of HOCHTIEF Aktiengesellschaft and its domestic subsidiaries,
together with fees for the review of the half-year report as of June 30, 2023 and other financial statement audit ser-
vices. The auditors provided other assurance services for HOCHTIEF Aktiengesellschaft mainly in relation to agreed-
upon procedures in accordance with ISAE 3000 in connection with the review of the separate non-financial Group re-
port, of the sustainability report, and of the compensation report. Further assurance services relate to services pursu-
ant to German auditing standard IDW PS 910, and an audit under Section 32 (1) of the German Securities Trading Act
(WpHG).

HOCHTIEF Annual Financial Statements 2023 23

28. Disclosures, pursuant to Section 160 (1) 8 of the Stock Corporations Act (AktG), on the existence
of ownership interests of which notice has been given
The following changes in HOCHTIEF Aktiengesellschaft’s ownership structure requiring disclosure pursuant to Section
40 (1) and Section 33 (1) of the German Securities Trading Act (WpHG) applied or occurred during the 2023 reporting
year. As a matter of policy, in cases where a party subject to notification requirements has reached or passed above or
below a threshold referred to in said sections of the Securities Trading Act on multiple occasions, only the last notifica-
tion is listed that led to the party reaching or passing above or below the threshold.

Shareholder Publication date Threshold Date when proportion Attribution Voting rights
passed of voting rights attained % absolute
ACS, Actividades
de Construcción y
Servicios, S.A., November 14,
Madrid, Spain 2023 75% November 10, 2023 Direct 75.71 58,838,488
BlackRock Inc.,
Wilmington, USA July 30, 2019 3% July 25, 2019 Indirect 3.3 2,251,645

HOCHTIEF Annual Financial Statements 2023 24

29. List of shareholdings of HOCHTIEF Aktiengesellschaft at December 31, 2023

The following table lists fully consolidated companies:

Fully consolidated companies

Profit/ Profit/
(loss) for (loss) for
the year the year
Percent- Shareholders’ Local Percent- Shareholders’ Local
age stock equity Local currency age stock equity Local currency
Name, Domicile held currency (thousand) (thousand) Name, Domicile held currency (thousand) (thousand)
HOCHTIEF Americas Division Turner - Power & Sons, Chicago, USA 75 –4) –4)
Flatiron Holding Inc., Wilmington, USA 100 USD 531,0152) -32,770 2) Turner (East Asia) Pte. Ltd., Singapore 100 –4) –4)
HOCHTIEF Americas GmbH, Essen, Germany 100 EUR 1,317,4992) –1) Turner AECOM-Hunt NFL JV (NFL Stadium),
HOCHTIEF USA Inc., Delaware, USA 100 USD 411,2322) 189,3872) Inglewood, USA 50 –4) –4)
Turner Azteca JV, Dallas, USA 85 –4) –4)
Trans Hudson Brokerage, LLC, Delaware, USA 100 USD 6,656,1382) 5282)
Turner Byrne Straight Line JV, San Antonio, USA 60 –4) –4)
Turner Surety & Insurance Brokerage Inc.,
New Jersey, USA 100 USD 82,4612) 11,7022) Turner Canada Holdings Inc., New Brunswick,
Canada 100 –4) –4)

Flatiron Construction Corp., Wilmington, USA 100 USD 311,4393) 4,251 3) Turner Canada LLC, New York, USA 100 –4) –4)
4) 4) Turner Carcon Source JV, Dallas, USA 51 –4) –4)
E.E. Cruz and Company Inc., Holmdel, USA 100 – –
4) 4) Turner Carcon TM Source JV, Dallas, USA 51 –4) –4)
FECO Equipment, Denver, USA 100 – –
Turner Clayco Memorial Stadium JV
Flatiron Constructors Canada Ltd., Vancouver,
100 –4) –4) (UIUC Memorial Stadium), Chicago, USA 51 –4) –4)
Canada
Turner Clayco Willis Tower JV (Willis Tower),
Flatiron Constructors Inc. – Blythe Development
60 –4) –4) Chicago, USA 51 –4) –4)
Company JV, Firestone, USA
Flatiron Constructors Inc. Canadian Branch, Turner Construction Company of Ohio LLC,
Ohio, USA 100 –4) –4)
Vancouver, Canada 100 –4) –4)
Turner Construction Company, New York, USA 100 –4) –4)
Flatiron Constructors Inc., Wilmington, USA 100 –4) –4)
Turner Construction/Sano-Rubin Construction
Flatiron Equipment Company Canada, Calgary,
100 –4) –4) Services (St. Peter's Health Ambulatory Center),
Canada
Albany, USA 60 –4) –4)
Flatiron Greenline (DB) Canada Ltd., Calgary,
4) 4) Turner Consulting (Thailand) Ltd., Thailand 50 –4) –4)
Canada 100 – –
Flatiron Greenline Canada Ltd., Calgary, Canada 100 –4) –4) Turner Consulting and Management Services
4)
Pvt. Ltd., India 100 – –4)
Flatiron West Inc., Wilmington, USA 100 –4) –4)
Turner Corenic Suitland and HS Complex
Flatiron/Turner Construction of New York LLC, Replacement, Reston, USA 76 –4) –4)
New York, USA 100 –4) –4)
Turner FS360 II A JV, Atlanta, USA 80 –4) –4)
Flatiron-Blythe Development Company JV,
4) 4) Turner FS360 III JV, Atlanta, USA 65 –4) –4)
Firestone, USA 70 – –
Turner FS360 IV JV, Atlanta, USA 70 –4) –4)
Flatiron-Branch Civi JV, Broomsfield, USA 60 –4) –4)
Turner FS360, Atlanta, USA 70 –4) –4)
Flatiron-Skanska-Stacy and Witbec JV,
San Marcos, USA 40 –4) –4) Turner Holt JV, Charlotte, USA 80 –4) –4)
OMM Inc., Plantation, USA 100 –4) –4) Turner ImbuTec II, Pittsburgh, USA 85 –4) –4)
Turner ImbuTec, Pittsburgh, USA 75 –4) –4)
The Turner Corporation, Wilmington, USA 100 USD 751,3863) 333,2963) Turner International (East Asia) Ltd., Hong Kong 100 –4) –4)
Auburndale Company Inc., Ohio, USA 100 –4) –4) Turner International (Hong Kong) Ltd.,
4)
Hong Kong 100 – –4)
Canadian Borealis Construction Inc., Alberta,
Canada 78 –4) –4) Turner International (UK) Ltd., London,
Great Britain 100 –4) –4)
Canadian Borealis Holdings Inc., Canada 78 –4) –4)
Canadian Turner Construction Company Ltd., Turner International Consulting (Thailand) Ltd.,
Thailand 50 –4) –4)
Toronto, Canada 100 –4) –4)
CB Finco Corporation, Alberta, Canada 78 –4) –4) Turner International Industries Inc., New York,
USA 100 –4) –4)
CB Resources Corporation, Alberta, Canada 78 –4) –4)
Turner International LLC, New York, USA 100 –4) –4)
4) 4)
Clark Builders (British Columbia) Inc., Canada 61 – –
Turner International Malaysia Sdn. Bhd., Malaysia 100 –4) –4)
4) 4)
Clark Builders (Manitoba) Inc., Canada 61 – –
Turner International Professional Services Ltd.
Clark Builders Partnership, Alberta, Canada 78 –4) –4) (Ireland), Ireland 100 –4) –4)
Clark Turner Dawson Creek JV, Vancouver, Turner International Professional Services,
4) 4)
Canada 89 – – S. de R.L. de C.V., Mexico 99 –4) –4)
Clark/ Scott Builders Inc, Canada 39 –4) –4) Turner International Proje Yonetimi Ltd. Sti.,
Frontier Employees Inc., USA 78 –4) –4) Turkey 100 –4) –4)
Lakeside Alliance, Chicago, USA 51 –4) –4) Turner International Pte. Ltd., Singapore 100 –4) –4)
Lathrop Ozanne JV, Toledo, USA 77 –4) –4) Turner International Support Services,
S. de R.L. de C.V., Mexico 99 –4) –4)
Maple Red Insurance Company, Vermont, USA 100 –4) –4)
Turner Mahogany UMMC STC Renewal III JV,
Real PM Ltd., Great Britain 100 –4) –4) 4)
Baltimore, USA 64 – –4)
Services Products Buildings Inc., Ohio, USA 100 –4) –4)
Turner Management Consulting (Shanghai)
SourceBlue Canada Ltd., Toronto, Canada 100 –4) –4) Co. Ltd., Shanghai, China 100 –4) –4)
SourceBlue LLC, New Jersey, USA 100 –4) –4) Turner One Way II, Boston, USA 75 –4) –4)
Stratus Risk Management Associates Inc., Turner One Way, Boston, USA 80 –4) –4)
New York, USA 100 –4) –4)
Turner Partnership Holdings Inc.,
The Lathrop Company Inc., Ohio, USA 100 –4) –4) New Brunswick, Canada 100 –4) –4)
4) 4)
Tompkins Builders Inc., Washington, USA 100 – – Turner Paschen Aviation Partners JV II,
Tompkins Turner Grunley Kinsley JV (C4ISR Chicago, USA 51 –4) –4)
Aberdeen & Proving Grounds), Maryland, USA 51 –4) –4) Turner Project Management India Pvt. Ltd.,
TUJV, Atlanta, USA 80 –4) –4) India 100 –4) –4)
Turner - d'Escoto-Brwon & Momen-Cullen JV, Turner Promethean JV, San Antonio, USA 75 –4) –4)
Chicago, USA 50 –4) –4) Turner Sanorubin JV (Health Alliance), Albany,
Turner – d'Escoto-Powers & Sons-Cullen JV USA 51 –4) –4)
(Chicon Collaborative), Chicago, USA 58 –4) –4) Turner Shook Champion Partners, Cleveland,
Turner - Janey II JV, Boston, USA 65 –4) –4) USA 50 –4) –4)
Turner – Martin Harris (Las Vegas Convention Turner Southeast Europe d.o.o Beograd,
4)
and Visitors Authority), Las Vegas, USA 65 –4) –4) Belgrad, Serbia 100 – –4)

1) Profit/loss transfer agreement

2) 2022 figures
3) Subgroup financial statements
4) Companies included in the superordinate subgroup financial statements

HOCHTIEF Annual Financial Statements 2023 25

 Profit/ Profit/
(loss) for (loss) for
the year the year
Percent- Shareholders’ Local Percent- Shareholders’ Local
age stock equity Local currency age stock equity Local currency
Name, Domicile held currency (thousand) (thousand) Name, Domicile held currency (thousand) (thousand)
Turner TEC JV, San Diego, USA 80 –4) –4) Ecco Engineering Company Ltd., Wanchai,
Turner TWC JV, West Des Moines, USA 90 –4) –4) Hong Kong 100 –4) –4)
Turner Vietnam Co. Ltd., Vietnam 100 – 4)
– 4) EIC Activities Pty. Ltd. (NZ), Auckland,
New Zealand 100 –4) –4)
Turner Watson JV, Philadelphia, USA 60 –4) –4)
EIC Activities Pty. Ltd., Sydney, Australia 100 –4) –4)
Turner/Flatiron JV, San Diego, USA 100 –4) –4)
Giddens Investment Ltd., Wanchai, Hong Kong 100 –4) –4)
Turner/Janey/J&J JV, Massachusetts, USA 60 –4) –4)
4) 4)
Hamilton Harbour Developments Pty. Ltd.,
Turner-DA Everett JV, Charlotte, USA 80 – – Sydney, Australia 100 –4) –4)
Turner-Flatiron JV (Denver International Airport), Hamilton Harbour Unit Trust (Devine Hamilton
Colorado, USA 100 –4) –4) Unit Trust), Sydney, Australia 100 – 4)
–4)
Turner-Janey III JV, Boston, USA 65 –4) –4) Hopeland Solar Farm Pty. Ltd., New South
Turner-Janey JV, Boston, USA 70 –4) –4) Wales, Australia 100 –4) –4)
Turner-Kiewit JV (GOAA South Airport), Florida, Hopeland Solar Farm Trust, Queensland,
USA 80 –4) –4) Australia 100 –4) –4)
Turner-Mahogany JHU Henrietta Lacks JV, Hopeland Solar Holdings Pty. Ltd., New South
Baltimore, USA 55 –4) –4) Wales, Australia 100 –4) –4)
Turner-McKissack JV (HHC – FEMA Coney Island ICC Infrastructure Pty. Ltd., Sydney, Australia 100 –4) –4)
Hospital Campus Renovation), New York, USA 60 –4) –4) ICC Mining Pty. Ltd., Sydney, Australia 100 –4) –4)
Turner-PCL JV (LAX Midfield), New York, USA 50 –4) –4) IDD Tech Pty. Ltd., Sydney, Australia 100 –4) –4)
Turner-PCL JV (San Diego Airport), San Diego, Industrial Composites Engineering Pty. Ltd.,
USA 50 –4) –4) Sydney, Australia 100 –4) –4)
Universal Construction Company Inc., Alabama, Innovated Asset Solutions Pty. Ltd. & UGL
4) 4)
USA 100 – – Operations and Maintenance (Services) Pty. Ltd.,
Sydney, Australia 100 –4) –4)
Division HOCHTIEF Asia Pacific Innovative Asset Solutions Group Pty. Ltd.,
4)
HOCHTIEF Asia Pacific GmbH, Essen, Germany 100 EUR 2,295,9492) –1) Sydney, Australia 100 – –4)

HOCHTIEF Australia Holdings Ltd., Sydney, Innovative Asset Solutions Pty. Ltd., Sydney,
Australia 100 AUD 3,753,8002) 158,8002) Australia 100 –4) –4)
Jarrah Wood Pty. Ltd., Sydney, Australia 100 –4) –4)
CIMIC Group Ltd., Sydney, Australia 100 AUD 1,667,011 3)
438,703 3) Jet-Cut Pty. Ltd., Sydney, Australia 100 –4) –4)

512 Wickham Street Pty. Ltd., Sydney, Australia 100 –4) –4) JH ServicesCo Pty. Ltd., Sydney, Australia 100 –4) –4)

512 Wickham Street Trust, Sydney, Australia 100 –4) –4) JHAS Pty. Ltd., Sydney, Australia 100 –4) –4)

A.C.N. 126 130 738 Pty. Ltd., Sydney, Australia 100 –4) –4) JHI Investment Pty. Ltd., Sydney, Australia 100 –4) –4)
A.C.N. 151 868 601 Pty. Ltd., Sydney, Australia 100 –4) –4) Kings Square Developments Pty. Ltd., Sydney,
Australia 100 –4) –4)
Alloy Fab Pty. Ltd., Sydney, Australia 100 –4) –4)
4) 4)
Kings Square Developments Unit Trust, Sydney,
Arus Tenang Sdn. Bhd., Kuala Lumpur, Malaysia 100 – – Australia 100 –4) –4)
BCJHG Nominees Pty. Ltd., Sydney, Australia 100 –4) –4) Legacy JHI Pty. Ltd., Sydney, Australia 100 –4) –4)
BCJHG Trust, Sydney, Australia 100 –4) –4) Leighton (PNG) Ltd. , Port Moresby,
Bintai – Leighton JV, Singapore 100 –4) –4) Papua New Guinea 100 –4) –4)
Broad Construction Pty. Ltd., Sydney, Australia 100 –4) –4) Leighton Asia (Hong Kong) Holdings (No. 2) Ltd.,
4)
Broad Construction Services (NSW/VIC) Wanchai, Hong Kong 100 – –4)
Pty. Ltd., Sydney, Australia 100 –4) –4) Leighton Asia Ltd., Wanchai, Hong Kong 100 –4) –4)
Broad Construction Services (WA) Pty. Ltd., Leighton Asia Philippines Inc., Philippines 100 –4) –4)
4) 4)
Sydney, Australia 100 – – Leighton Asia Southern Pte. Ltd., Singapore 100 –4) –4)
Broad Group Holdings Pty. Ltd., Sydney, Leighton Contractors (Asia) Ltd., Wanchai,
4) 4)
Australia 100 – – Hong Kong 100 –4) –4)
CGI3 Pty. Ltd., Sydney, Australia 100 –4) –4) Leighton Contractors (Indo-China) Ltd., Wanchai,
CIMIC Admin Services Pty. Ltd., Sydney, Hong Kong 100 –4) –4)
Australia 100 –4) –4) Leighton Contractors (Laos) Sole Co. Ltd.,
4)
CIMIC Finance (USA) Pty. Ltd., Sydney, Vientiane, Lao People's Democratic Republic 100 – –4)
Australia 100 –4) –4) Leighton Contractors (Malaysia) Sdn. Bhd.,
CIMIC Finance Ltd., Sydney, Australia 100 –4) –4) Kuala Lumpur, Malaysia 100 –4) –4)
CIMIC Group Investments No. 2 Pty. Ltd., Leighton Contractors (Philippines) Inc.,
Sydney, Australia 100 –4) –4) Taguig City, Philippines 40 –4) –4)
CIMIC Group Investments Pty. Ltd., Sydney, Leighton Contractors Inc., Sebastopol, USA 100 –4) –4)
Australia 100 –4) –4) Leighton Contractors Infrastructure Nominees
CIMIC Residential Investments Pty. Ltd., Sydney, Pty. Ltd., Sydney, Australia 100 –4) –4)
Australia 100 –4) –4) Leighton Contractors Infrastructure Pty. Ltd.,
CMENA Pty. Ltd., Sydney, Australia 100 –4) –4) Sydney, Australia 100 –4) –4)
CPB Contractors (PNG) Ltd., Port Moresby, Leighton Contractors Infrastructure Trust,
Papua New Guinea 100 –4) –4) Sydney, Australia 100 –4) –4)
CPB Contractors (Victoria) Pty. Ltd., Victoria, Leighton Contractors Lanka (Private) Ltd.,
4)
Australia 100 – 4)
– 4)
Colombo, Sri Lanka 100 – –4)
CPB Contractors Pty. Ltd., Sydney, Australia 100 –4) –4) Leighton Contractors Pty. Ltd., Sydney,
CPB Contractors UGL Engineering JV, Sydney, Australia 100 –4) –4)
Australia 100 –4) –4) Leighton Engineering & Construction
Curara Pty. Ltd., Sydney, Australia 100 –4) –4) (Singapore) Pte. Ltd., Singapore 100 –4) –4)

D.M.B. Pty. Ltd., Brisbane, Australia 100 –4) –4) Leighton Engineering Sdn. Bhd.,
Kuala Lumpur, Malaysia 100 –4) –4)
Dais Vic Pty. Ltd., Sydney, Australia 100 –4) –4)
Leighton Equity Incentive Plan Trust, Sydney,
Devine Constructions Pty. Ltd., Brisbane, Australia 100 –4) –4)
Australia 100 –4) –4)
Leighton Foundation Engineering (Asia) Ltd.,
Devine Funds Pty. Ltd., Brisbane, Australia 100 –4) –4) Wanchai, Hong Kong 100 – 4)
–4)
Devine Funds Unit Trust, Brisbane, Australia 100 –4) –4) Leighton Group Property Services Pty. Ltd.,
Devine Homes Pty. Ltd., Brisbane, Australia 100 –4) –4) Sydney, Australia 100 –4) –4)
Devine Land Pty. Ltd., Brisbane, Australia 100 –4) –4) Leighton Harbour Trust, Sydney, Australia 100 –4) –4)
Devine Management Services Pty. Ltd., Brisbane, Leighton Holdings Infrastructure Nominees
Australia 100 –4) –4) Pty. Ltd., Sydney, Australia 100 –4) –4)
Devine Pty. Ltd., Queensland, Australia 100 –4) –4) Leighton Holdings Infrastructure Pty. Ltd.,
Devine Springwood No. 2 Pty. Ltd., Brisbane, Sydney, Australia 100 –4) –4)
Australia 100 –4) –4)
1) Profit/loss transfer agreement
2) 2022 figures
3) Subgroup financial statements
4) Companies included in the superordinate subgroup financial statements

HOCHTIEF Annual Financial Statements 2023 26

 Profit/ Profit/
(loss) for (loss) for
the year the year
Percent- Shareholders’ Local Percent- Shareholders’ Local
age stock equity Local currency age stock equity Local currency
Name, Domicile held currency (thousand) (thousand) Name, Domicile held currency (thousand) (thousand)
Leighton Holdings Infrastructure Trust, Sedgman Chile S.p.a., Santiago, Chile 100 –4) –4)
Sydney, Australia 100 –4) –4) Sedgman Consulting Pty. Ltd., Brisbane,
Leighton India Contractors Pvt. Ltd., Mumbai, Australia 100 –4) –4)
India 100 –4) –4) Sedgman CPB JV (SCJV), Brisbane, Australia 100 –4) –4)
Leighton India Holdings Pte. Ltd., Singapore 100 –4) –4) Sedgman Employment Services Pty. Ltd.,
Leighton Infrastructure Investments Pty. Ltd., Brisbane, Australia 100 –4) –4)
Sydney, Australia 100 –4) –4) Sedgman Engineering Technology (Beijing)
Leighton Infrastructure Limited, Wanchai, Co. Ltd., Beijing, China 100 –4) –4)
Hong Kong 100 –4) –4) Sedgman International Employment Services
4)
Leighton International Mauritius Holdings Ltd. Pty. Ltd., Brisbane, Australia 100 – –4)
No. 4, Port Louis, Mauritius 100 –4) –4) Sedgman Mozambique Ltda., Maputo,
Leighton Investments Mauritius Ltd. Mozambique 100 –4) –4)
No. 4, Port Louis, Mauritius 100 –4) –4) Sedgman Novopro Projects Inc., Canada 100 –4) –4)
Leighton JV, Wanchai, Hong Kong 100 –4) –4) Sedgman Onyx Pty. Ltd., Brisbane, Australia 100 –4) –4)
Leighton Middle East and Africa (Holding) Ltd., Sedgman Operations Employment Services
George Town, Cayman Islands 100 –4) –4) Pty. Ltd., Brisbane, Australia 100 – 4)
–4)
Leighton Offshore Eclipse Pte. Ltd., Singapore 100 –4) –4) Sedgman Operations Pty. Ltd., Brisbane,
Leighton Offshore Mynx Pte. Ltd., Singapore 100 –4) –4) Australia 100 –4) –4)
Leighton Offshore Pte. Ltd., Singapore 100 –4) –4) Sedgman Projects Employment Services
Leighton Offshore Sdn. Bhd., Kuala Lumpur, Pty. Ltd., Brisbane, Australia 100 –4) –4)
Malaysia 100 –4) –4) Sedgman Pty. Ltd., Brisbane, Australia 100 –4) –4)
Leighton Offshore Stealth Pte. Ltd., Singapore 100 –4) –4) Sedgman South Africa (Proprietary) Ltd.,
Leighton Portfolio Services Pty. Ltd., Sydney, Centurion, South Africa 100 –4) –4)
Australia 100 –4) –4) Sedgman USA Inc., Reno, USA 100 –4) –4)
Leighton Projects Consulting (Shanghai) Ltd., Silverton Group Pty. Ltd., Sydney, Australia 100 –4) –4)
Pudong District, China 100 –4) –4) Sustaining Works Pty. Ltd., Sydney, Australia 100 –4) –4)
Leighton Properties (Brisbane) Pty. Ltd., Sydney, Talcliff Pty. Ltd., Brisbane, Australia 100 –4) –4)
Australia 100 –4) –4)
Tambala Pty. Ltd., Port Louis, Mauritius 100 –4) –4)
Leighton Properties (VIC) Pty. Ltd., Sydney,
Australia 100 –4) –4) Telecommunication Infrastructure Pty. Ltd.,
Sydney, Australia 100 –4) –4)
Leighton Properties (WA) Pty. Ltd., Sydney,
Australia 100 –4) –4) Thai Leighton Ltd., Bangkok, Thailand 100 –4) –4)
Leighton Properties Pty. Ltd., Sydney, Australia 100 –4) –4) Thiess Infrastructure Nominees Pty. Ltd.,
Sydney, Australia 100 –4) –4)
Leighton Superannuation Pty. Ltd.,
New South Wales, Australia 100 –4) –4) Thiess Infrastructure Pty. Ltd., Sydney, Australia 100 –4) –4)
Leighton U.S.A. Inc., Sebastopol, USA 100 –4) –4) Thiess Infrastructure Trust, Sydney, Australia 100 –4) –4)
Leighton Yongnam JV, Singapore 100 –4) –4) Think Consulting Group Pty. Ltd., Sydney,
Australia 100 –4) –4)
LH Holdings Co. Pty. Ltd., Sydney, Australia 100 –4) –4)
4) 4)
Townsville City Project Pty. Ltd., Sydney,
LH Holdings No. 2 Pty. Ltd., Victoria, Australia 100 – – Australia 100 –4) –4)
LH Holdings No. 3 Pte. Ltd., Singapore 100 –4) –4) Townsville City Project Trust, Sydney, Australia 100 –4) –4)
4) 4)
LMENA Pty. Ltd., Sydney, Australia 100 – – UGL (Asia) Sdn. Bhd., Kuala Lumpur, Malaysia 100 –4) –4)
LNWR Pty. Ltd., Sydney, Australia 100 –4) –4) UGL (NZ) Ltd., Auckland, New Zealand 100 –4) –4)
LNWR Trust, Sydney, Australia 100 –4) –4) UGL (Singapore) Pte. Ltd., Singapore 100 –4) –4)
Logistic Engineering Services Pty. Ltd., Sydney, UGL Engineering Pty. Ltd., Sydney, Australia 100 –4) –4)
Australia 100 –4) –4)
UGL Engineering Pvt. Ltd., Mumbai, India 100 –4) –4)
Network Rezolution Finance Pty. Ltd., Victoria,
Australia 100 – 4)
–4) UGL Integra Pty. Ltd., Sydney, Australia 100 –4) –4)
Newest Metro Pty. Ltd., Sydney, Australia 100 –4) –4) UGL Operations and Maintenance (Services)
Pty. Ltd., Sydney, Australia 100 –4) –4)
Nexus Point Solutions Pty. Ltd., Sydney,
Australia 100 –4) –4) UGL Operations and Maintenance
4)
Pty. Ltd., Sydney, Australia 100 – –4)
Opal Insurance (Singapore) Pte. Ltd., Singapore 100 –4) –4)
UGL Pty. Ltd., Sydney, Australia 100 –4) –4)
Optima Activities Pty. Ltd., Sydney, Australia 100 –4) –4)
UGL Rail (North Queensland) Pty. Ltd., Sydney,
Pacific Partnerships Energy Pty. Ltd., Australia 100 – 4)
–4)
Sydney, Australia 100 –4) –4)
UGL Rail Pty. Ltd., Sydney, Australia 100 –4) –4)
Pacific Partnerships Holdings Pty. Ltd.,
Sydney, Australia 100 –4) –4) UGL Rail Services Pty. Ltd., Sydney, Australia 100 –4) –4)
Pacific Partnerships Investments 2 Pty. Ltd., UGL Regional Linx Pty. Ltd., Sydney, Australia 100 –4) –4)
Sydney, Australia 100 –4) –4) UGL Resources (Contracting) Pty. Ltd., Sydney,
Pacific Partnerships Investments 2 Trust, Australia 100 –4) –4)
Sydney, Australia 100 –4) –4) UGL Resources (Malaysia) Sdn. Bhd.,
4)
Pacific Partnerships Investments Pty. Ltd., Petaling Jaya, Malaysia 100 – –4)
Sydney, Australia 100 –4) –4) UGL Solutions Pty. Ltd., Western Australia,
Pacific Partnerships Investments Trust, Australia 100 –4) –4)
Sydney, Australia 100 –4) –4) UGL Unipart Rail Services Pty. Ltd., Sydney,
Pacific Partnerships Pty. Ltd., Sydney, Australia 100 –4) –4) Australia 70 –4) –4)
Pacific Partnerships Services NZ Ltd., UGL Utilities Pty. Ltd., Sydney, Australia 100 –4) –4)
Auckland, New Zealand 100 –4) –4) United Group Infrastructure (NZ) Ltd.,
Pekko Engineers Ltd., Kwai Chung, Hong Kong 100 –4) –4) Auckland, New Zealand 100 –4) –4)
Pioneer Homes Australia Pty. Ltd., Brisbane, United KG (No. 1) Pty. Ltd., Sydney, Australia 100 –4) –4)
Australia 100 –4) –4) United KG (No. 2) Pty. Ltd., Sydney, Australia 100 –4) –4)
PT Leighton Contractors Indonesia, Jakarta, Wai Ming M&E Ltd., Wanchai, Hong Kong 100 –4) –4)
Indonesia 95 –4) –4) Western Port Highway Trust, Sydney, Australia 100 –4) –4)
4) 4)
Regional Trading Ltd., Hong Kong 100 – –
Riverstone Rise Gladstone Pty. Ltd., Brisbane, Division HOCHTIEF Europe
4)
Australia 100 – –4)
Deutsche Bau- und Siedlungs-Gesellschaft mbH,
Riverstone Rise Gladstone Unit Trust, Brisbane, Essen, Germany 100 EUR 17,5272) –1)
Australia 100 –4) –4)
4) 4)
Deutsche Baumanagement GmbH,
Sedgman Asia Ltd., Hong Kong 100 – – Essen, Germany 100 EUR 502) –1)
Sedgman Botswana (Pty.) Ltd., Gaborone, EDGITAL GmbH, Herne, Germany 100 EUR 252) –1)
Botswana 100 –4) –4)
4) 4)
Sedgman Canada Ltd., Vancouver, Canada 100 – –
1) Profit/loss transfer agreement
2) 2022 figures
3) Subgroup financial statements
4) Companies included in the superordinate subgroup financial statements

HOCHTIEF Annual Financial Statements 2023 27

 Profit/
(loss) for
the year
Percent- Shareholders’ Local
age stock equity Local currency
Name, Domicile held currency (thousand) (thousand)
HOCHTIEF Bau und Betrieb GmbH,
Essen, Germany 100 EUR 2002) –1)
HOCHTIEF BePo Hessen Bewirtschaftung
GmbH, Essen, Germany 100 EUR 1002) –1)
HOCHTIEF BePo Hessen GmbH, Essen,
2)
Germany 100 EUR 100 –1)
HOCHTIEF Construction Chilena Ltda.,
Santiago de Chile, Chile 100 CLP -23,405,1402) -772,3662)
HOCHTIEF CZ a.s., Prague, Czech Republic 100 CZK 950,9752) 31,0822)
HOCHTIEF Data Center Partner GmbH, Essen,
Germany 100 EUR 252) –1)
HOCHTIEF Development Poland Sp. z o.o.,
Warsaw, Poland 100 PLN -125,9252) 6,470 2)
HOCHTIEF Engineering GmbH, Essen,
Germany 100 EUR 3,867 2) –1)
HOCHTIEF Europe GmbH, Essen, Germany 100 EUR 222,0232) –1)
HOCHTIEF Infrastructure GmbH, Essen,
Germany 100 EUR 195,5112) –1)
HOCHTIEF Labore Kassel GmbH, Essen,
2)
Germany 100 EUR 100 –1)
HOCHTIEF Ladepartner GmbH, Essen,
Germany 100 EUR 252) –1)
HOCHTIEF Offshore Crewing GmbH, Essen,
Germany 100 EUR 282) –1)
HOCHTIEF ÖPP Projektgesellschaft mbH, Essen,
Germany 100 EUR 252) –1)
HOCHTIEF PPP Lifecycle 1 GmbH, Essen,
Germany 100 EUR 252) –1)
HOCHTIEF PPP Operations GmbH, Essen,
2)
Germany 100 EUR 300 –1)
HOCHTIEF PPP Schulpartner Braunschweig
GmbH, Braunschweig, Germany 100 EUR 252) –1)
HOCHTIEF PPP Solutions GmbH, Essen,
Germany 100 EUR 32,5402) –1)
HOCHTIEF PPP Transport Westeuropa GmbH,
Essen, Germany 100 EUR 252) –1)
HOCHTIEF Projektentwicklung GmbH, Essen,
Germany 100 EUR 8,236 2) –1)
HOCHTIEF Solarpartner GmbH, Essen,
2)
Germany 100 EUR 25 –1)
HOCHTIEF Solutions Real Estate GmbH, Essen,
Germany 100 EUR 252) –1)
HOCHTIEF Soziale Infrastruktur Europa GmbH,
Essen, Germany 100 EUR 1842) –1)
HOCHTIEF ViCon GmbH, Essen, Germany 100 EUR 8112) –1)
HTP Immo GmbH, Essen, Germany 100 EUR 1,003 2) –1)
JZF GmbH, Essen, Germany 100 EUR 252) –1)
Projektgesellschaft Konrad-Adenauer-Ufer
2)
Köln GmbH & Co. KG, Essen, Germany 100 EUR 23,625 542)
synexs GmbH, Essen, Germany 100 EUR 232) –1)
TRINAC GmbH, Essen, Germany 100 EUR 13,6592) –1)
ViA6West Service GmbH, Bad Rappenau,
Germany 100 EUR 8942) –1)

Corporate Headquarters
Eurafrica Baugesellschaft mbH, Essen,
Germany 100 EUR 43,8492) –1)
HOCHTIEF Insurance Broking and Risk
Management Solutions GmbH, Essen,
Germany 100 EUR 257,4972) –1)
NEXPLORE Technology Holding GmbH &
Co. KG, Essen, Germany 100 EUR -108,9862) -26,658 2)
Steinfort Multi-Asset Fund SICAV-SIF,
Luxembourg, Luxembourg 100 USD 904,0152) 27,1532)
Stonefort Insurance Holdings S.A., Steinfort,
2)
Luxembourg 100 USD 306,144 -24,290 2)
Stonefort Insurance S.A., Steinfort, Luxembourg 100 USD 42,8992) -12,840 2)
Stonefort Reinsurance S.A., Luxembourg,
Luxembourg 100 USD 317,0002) –2)

1) Profit/loss transfer agreement

2) 2022 figures
3) Subgroup financial statements
4) Companies included in the superordinate subgroup financial statements

HOCHTIEF Annual Financial Statements 2023 28

Interests in the following joint ventures are additionally
consolidated on a proportionate basis:

Joint Ventures
Percent- Percent- Percent-
age stock age stock age stock
Name, Domicile held Name, Domicile held Name, Domicile held
HOCHTIEF Americas Division ARGE RABS 1, Neckarwestheim, Germany 50
AOP Formed by TPMI, Meinhardt and MGA, India 53 HOCHTIEF Europe Division ARGE S-Bahn Berlin, S21 Neubau; VE02.2, Berlin,
Blachard Turner JV LLC, New Jersey, USA 50 Aegean Motorway S.A., Larissa, Greece 39 Germany 50
CGT Industrial, New Brunswick, Canada 30 Constructora Nuevo Maipo S.A., Santiago de Chile, ARGE SBT 1.1 Tunnel Gloggnitz, Gloggnitz, Austria 40
Dragados/Flatiron JV, Costa Mesa, USA 50 Chile 70 ARGE Tunnel Rastatt, Ötigheim, Germany 50
Dragados/Flatiron LLC, Wilmington, USA 50 DCX Heiligenhaus GmbH & Co. KG, Heiligenhaus, ARGE Tunnel Trimberg, Wehretal, Germany 50
Germany 25 ARGE U2/22 x U5/2 Rathaus/Frankhplatz, Vienna,
E.E. Cruz/Nicholson LLC, Holmdel, USA 50
FHB Plateau GmbH & Co. KG, Oststeinbek, Germany 50 Austria 33
E.E. Cruz/Tully Construction LLC, Holmdel, USA 50
Herrentunnel Lübeck GmbH & Co. KG, Lübeck, ARGE U-Bahn Nürnberg U3 SW BA 2.2, Nuremberg,
FCI/Fluor/Parsons, La Mirada, USA 45
Germany 50 Germany 50
Flatiron/Kiewit JV, Longmont, USA 65
HKP Dahlemer Weg Objekt 1 tertius PE GmbH & Co. ARGE VE41 Hp Marienhof, Munich, Germany 50
Flatiron-Zachry JV, Firestone, USA 55 KG, BAB A100, 16. Bauabschnitt, Berlin, Germany 50
Kiewit/FCI/Manson, Oakland, USA 27 Essen, Germany 50
Bratislava - Údržba komunikácií BA II, Bratislava,
Kiewit/Flatiron General Partnership, Richmond, USA 28 HKP Dahlemer Weg Objekt 2 ETW PE GmbH & Co. KG, Slovakia 40
Essen, Germany 50
Lendlease Turner JV, New York, USA 50 Bratislava - Údržba komunikácií BA III, Bratislava,
HOCHTIEF PANDION Oettingenstraße GmbH & Co. KG, Slovakia 40
McKissack Turner Velez a Tri Venture, New York, USA 49
Essen, Germany 50
Palmetto Bridge Constructors, Virginia Beach, USA 40 Brno - Kas. Černá pole - logistické cent, Brno,
HOCHTIEF PPP 1. Holding GmbH & Co. KG, Essen, Czech Republic 55
Signature on the Saint Lawrence Construction G.P., Germany 50
Montreal, Canada 25 Brno - Svratka PPO, Brno, Czech Republic 30
HTP PSP Ltd., Swindon, Great Britain 50
Tishman Turner JV III, New York, USA 50 Brno - Výstavba atletické haly Campus, Brno,
Konsortium Herrenwald GbR, Frankfurt am Main, Czech Republic 40
Tishman-Turner JV I (WTC Transportation HUB), Germany 50
New York, USA 50 Campus Metallverarbeitung Hamburg, Hamburg,
LAX Integrated Express Solutions LLC, Wilmington, USA 18 Germany 50
TMA JV III, Virginia, USA 50
Lusail HOCHTIEF Q.S.C., Doha, Qatar 49 Citylink, Danderyd, Sweden 50
Tully Construction/E.E. Cruz LLC, New York, USA 50
Olympia Odos Concession Company S.A., CRSH1 - Sydhavn, Copenhagen, Denmark 50
Turner – Kiewit JV, Orlando, USA 25 Athens, Greece 17
Data Centre Jawczyce, Jawczyce, Poland 60
Turner – PCL – Flatiron, California, USA 57 Olympia Odos Operation Company S.A.,
Athens, Greece 17 Forth Road Bridge, Queensferry, United Kingdom 28
Turner/Devcon, California, USA 60
ÖPP Mauerstraße Berlin GmbH & Co. oHG, Berlin, London Power Tunnels Phase 2, London,
Turner/Plaza, New York, USA 66
Germany 50 United Kingdom 50
Turner/STV, New York, USA 50
PANSUEVIA Service GmbH & Co. KG, London Power Tunnels Phase 2 - Package 5,
Jettingen-Scheppach, Germany 50 London, United Kingdom 50
HOCHTIEF Asia Pacific Division Maliakos Kleidi CJV (Umbrella), Itea-Gonnoi,
PPAC GmbH & Co. KG, Essen, Germany 46
Adelaide Metro Operations Pty. Ltd., Sydney, Australia 50 Greece 40
SAAone Holding B.V., Vianen, Netherlands 20
Auckland One Rail Ltd., New Zealand 50 Maliakos Kleidi OJV (Sub-JV), Itea-Gonnoi,
SAAone Maintenance B.V., Vianen, Netherlands 35 Greece 67
Australian Terminal Operations Management Pty. Ltd.,
Schools Public/Private Partnership (Ireland) Ltd., Neubau Friedrich Loeffler Institut Jena, Jena,
Victoria, Australia 50
Dublin, Ireland 50 Germany 50
Canberra Metro Operations Pty. Ltd., Australian Capital
TOUGH Training GmbH, Würzburg, Germany 50 Olomouc - Horkovod I. etapa, Olomouc,
Territory, Australia 50
Via Solutions Nord Service GmbH & Co. KG, Nützen, Czech Republic 33
CIP Holdings General Partner Ltd., New Zealand 40
Germany 83 ÖPP ARGE Betrieb SK Braunschweig, Braunschweig,
Cornerstone Infrastructure Partners Holdings LP, ViA6West GmbH & Co. KG, Essen, Germany 50 Germany 70
New Zealand 40
Ostrava - Organica, Ostrava, Czech Republic 50
Glenrowan Solar Farm Pty. Ltd., Sydney, Australia 51
Ostrava - VŠB-TUO Nová budova EkF - př.H, Ostrava,
Glenrowan Solar Farm Trust, Sydney, Australia 51 50
Czech Republic
Glenrowan Solar Finance Pty. Ltd., Victoria, Australia 51 German construction joint ventures included in the Pardubice - I/36 Trnová-Fáblovka-Dubina, Pardubice,
Glenrowan Solar Holdings Pty. Ltd., Sydney, Australia 51 Consolidated Financial Statements are as follows: Czech Republic 50
GSJV Guyana Inc., Georgetown, Guyana 50 Praha - Modernizace osv. a roz. Kač-Háje, Prague,
German construction joint ventures 50
GSJV SCC, Bridgetown, Barbados 50 Czech Republic
Percent-
IC Integrity Pty. Ltd., Sydney, Australia 49 age stock Praha - Modernizace schodů -Karl.nám., Prague,
Name, Domicile held Czech Republic 60
Kings Square No. 4 Unit Trust, New South Wales,
Australia 50 Praha - Modernizace výtahu Karl. nám., Prague,
A81 Tunnel Baulos 3.2.1 Ingenieurbau, Sindelfingen, Czech Republic 55
Kings Square Pty. Ltd., New South Wales, Australia 50 Germany 50
Praha - Pojezdová dráha TWY, stání OP Jih, Prague,
Leighton Abigroup JV, Queensland, Australia 50 Amalia Harbour - Civil Works Package, Amstelveen, Czech Republic 40
Leighton-Infra 13 JV, India 50 Netherlands 50
Praha - Prodloužení podchodů Praha hl.n., Prague,
Leighton-Ose JV, India 50 Amalia Harbour - General Works Package, Rotterdam, Czech Republic 50
Netherlands 40
Momentum Trains Holding Pty. Ltd., Victoria, Australia 49 Praha 11 - Ener. úsp. Nad Opatovem 2140, Prague,
ARGE A7 Hamburg-Bordesholm, Hamburg, Czech Republic 50
Momentum Trains Holding Trust, Victoria, Australia 49 Germany 70
Mpeet Pty. Ltd., New South Wales, Australia 50 Schiphol Amsterdam-Almere (SAA) A1/A6, Diemen,
ARGE A7 Tunnel Altona, Hamburg, Germany 65 Netherlands 35
Mulba Mia Leighton Broad JV, Western Australia, ARGE BAUARGE A6 West, Heilbronn, Germany 60
Australia 50 Stuttgart 21 PFA 1. Los 3 Bad Cannstatt, Stuttgart,
ARGE BMG Berlin, Berlin, Germany 50 Germany 40
Pulse Partners Agent Pty. Ltd., New South Wales,
Australia 49 ARGE Demontage Sicherheitsbeh. Krümmel, Tvrdošín - Nižná - R3, Tvrdošín - Nižná, Slovakia 80
Geesthacht, Germany 38 Unibauten Bremen - Instandsetzung, Bremen,
Pulse Partners Holding Pty. Ltd., New South Wales,
Australia 49 ARGE Ersatzneubau K30, Hamburg, Germany 75 Germany 51
Pulse Partners Holding Trust, New South Wales, ARGE Hafentunnel Cherbourger Straße, Valaliky - Hrubé terénne úpravy území, Valaliky,
Australia 49 Bremerhaven, Germany 33 Slovakia 50
Spark NEL DC Workforce Pty. Ltd., Victoria, Australia 33 ARGE Haus der Statistik, Berlin, Germany 50 ViA15 (A12/A15), Utrecht, Netherlands 25
Thiess Group Holdings Pty. Ltd., New South Wales, ARGE Kanal Jahnstraße, Cologne, Germany 50 VW Standard Factory Salzgitter, Salzgitter,
Australia 50 ARGE Kanalbau Hohe Pforte, Cologne, Germany 50 Germany 50
U-Go Mobility Pty. Ltd., Sydney, Australia 50 ARGE KKB Demontage Systeme MH, Brunsbüttel,
Wallan Project Pty. Ltd., Queensland, Australia 49 Germany 50
Wallan Project Trust, Queensland, Australia 49 ARGE KKB Sicherheitsbehälter, Brunsbüttel,
Germany 33
WSO M7 Stage 3 JV, New South Wales, Australia 50
ARGE Lindenstraße, Berlin, Germany 50

HOCHTIEF Annual Financial Statements 2023 29

The joint operations included in the
Consolidated Financial Statements are as follows:

Joint operations
Percent- Percent- Percent-
age stock age stock age stock
Name, Domicile held Name, Domicile held Name, Domicile held
3CI-Turner JV, Urbana, USA 49 Leighton – China State JV (BN 55653767-000), Turner UJAMAA Atlanta Airport JV, Atlanta, USA 80
Acciona Construction Australia Pty. Ltd. & Wanchai, Hong Kong 51 Turner Yates Project Kansas JV, Kansas City, USA 50
CPB Contractors Pty. Ltd. & Ghella Pty. Ltd., Leighton – Chubb E&M JV, Wanchai, Hong Kong 50 Turner-Kokosing JV, Westerville, USA 60
Victoria, Australia 40 Leighton – Chun Wo JV (BN 54933910-000), Turner-McKissack JV II, New York, USA 60
Acciona Construction Australia Pty. Ltd. & Wanchai, Hong Kong 84
CPB Contractors Pty. Ltd., Australia 50 Turner-Walsh-Smoot JV, Columbus, USA 50
Leighton – Chun Wo JV (BN 55479511-000),
Acciona Infrastructure & CPB Contractors JV, Sydney, Wanchai, Hong Kong 60 Turner-Yates-Kokosing LLC, Cincinnati, USA 33
Australia 50 Leighton – Chun Wo JV (BN 56113156-000), TWF Builders JV, Memphis, USA 68
AECOM Australia Pty. Ltd. & BG&E Pty. Ltd. & Wanchai, Hong Kong 70 UGL Cape, Sydney, Australia 50
Georgiou Group Pty. Ltd. & CPB Contractors Pty. Ltd., Leighton - First Balfour JV , Philippines 65 UGL Kentz, Sydney, Australia 50
Western Australia, Australia 68
Leighton - First Balfour JV, Philippines 50 Valley Transit Partners, Alameda, USA 40
AECOM Turner NBA JV, Inglewood, USA 50
Leighton – Gammon JV, Wanchai, Hong Kong 50 Veolia Water – Leighton – John Holland JV, 24
Aecon-Flatiron-Dragados-EBC, Canada 28 Wanchai, Hong Kong
Leighton – HEB JV, Auckland, New Zealand 80
Barton Malow Turner Dixon JV, Detroit, USA 46 Walsh - Turner JV II, Illinois, USA 45
Leighton – Total JO, Jakarta, Indonesia 67
Branch Civil-Flatiron JV, Roanoke, USA 40 Walsh/Turner JV, Ohio, USA 40
Leighton China State JV (Wynn Resort), Macau 50
Central Street Consortium, Chicago, USA 60 Weitz/Turner JV, Nashville, USA 49
Leighton Contractors Downer JV, Sydney, Australia 50
CF Constructors JV, New York City, USA 50 WSP Australia Pty Limited & UG Engineering Pty Ltd., 50
Leighton Fulton Hogan JV (Sapphire to Woolgoolga),
CH2-UGL JV, Sydney, Australia 50 Sydney, Australia 50 New South Wales, Australia
CPB & BMD JV, Sydney, Australia 50 Leighton Fulton Hogan JV (Sh16 Causeway Upgrade),
CPB & JHG JV, Sydney, Australia 50 Auckland, New Zealand 50
CPB & United Infrastructure JV, New South Wales, Leighton John Holland JV, Singapore 50
Australia 75 The following associates are accounted for in the
Leighton M&E – Southa JV, Wanchai, Hong Kong 50 Consolidated Financial Statements using the equity method:
CPB Bam Ghella UGL JV, Sydney, Australia 54 Leighton York JV, Sydney, Australia 75
CPB Black & Veatch JV, Sydney, Australia 50 LINXS Operators, Wilmington, USA 13 Associates
CPB Contractors & Georgiou Group, Australia 50 LLECPB Crossing Removal JV, Sydney, Australia 50 Percent-
CPB Contractors & Spotless Facilities Services, age stock
Manidis Roberts Pty. Ltd. & MWH Australia Name, Domicile held
New South Wales, Australia 50 Pty. Ltd. & PB Australia Pty. Ltd. & United Group
CPB Contractors Pty. Ltd. & DT Infrastructure Pty. Ltd. Infrastructure Pty. Ltd., New South Wales, Australia 60 Abertis HoldCo S.A., Madrid, Spain 20
(NEWest Alliance), Western Australia, Australia 50 McKissack Turner JV DE, Philadelphia, USA 49 Canberra Metro 2A Holding Trust,
CPB Contractors Pty. Ltd. & DT Infrastructure Pty. Ltd. Australian Capital Territory, Australia 75
Metropolitan Road Improvement Alliance, Sydney,
JV, Australia 67 Australia 71 Canberra Metro 2A Holdings Pty. Ltd.,
CPB Contractors Pty. Ltd. & Ghella Pty. Ltd. JV, Australian Capital Territory, Australia 38
Mitsubishi Electric Australia Pty. Ltd. &
Australia 75 Hyundai Rotem Company & UGL Rail Services Canberra Metro 2A Pty. Ltd.,
CPB Downer EDI JV, Sydney, Australia 67 Pty. Ltd., New South Wales, Australia 17 Australian Capital Territory, Australia 38
CPB Dragados Samsung JV, Sydney, Australia 40 Murray & Roberts Marine Malaysia – Leighton Canberra Metro 2A Trust,
Contractors Malaysia JV, Subang Jaya, Malaysia 50 Australian Capital Territory, Australia 38
CPB Ghella UGL JV, Sydney, Australia 78
NRT – Design & Delivery JV, Sydney, Australia 50 Canberra Metro Holdings Pty. Ltd., Australia 38
CPB John Holland Dragados JV, Sydney, Australia 50
NRT – Infrastructure JV, Sydney, Australia 50 Canberra Metro Holdings Trust, Australia 30
CPB Samsung John Holland JV, Sydney, Australia 33
NRT Systems JV, Sydney, Australia 40 Canberra Metro Trust, Australia 38
CPB Seymour Whyte JV, Sydney, Australia 50
OWP JV (Optus Wireless JV), Sydney, Australia 50 CM2A Finance Pty. Ltd., Sydney, Australia 38
CPB Southbase JV, Auckland, New Zealand 60
Dragados-VINCI-Flatiron-DCB, New York, USA 25 Palmetto Tri-Venture, Charlotte, USA 49 EWE Go HOCHTIEF Ladepartner Betriebsgesellschaft
mbH & Co. KG, Oldenburg, Germany 50
First Balfour - Leighton JV, Philippines 40 Parsons Brinckerhoff Australia Pty Ltd. &
RPS Manidis Roberts Pty. Ltd. & Seymour EWE Go HOCHTIEF Ladepartner Errichtungs-ARGE
Flatiron Drill Tech, Broomfield, USA 50 Whyte Constructions Pty. Ltd. & UGL Engineering GbR, Oldenburg, Germany 50
Flatiron/Aecom LLC, Broomfield, USA 70 Pty. Ltd., New South Wales, Australia 33 EWE Go HOCHTIEF Ladepartner GmbH & Co. KG,
Flatiron/Dragados/Sukut JV, Benicia, USA 35 PTA Radio, New South Wales, Australia 44 Essen, Germany 50
Flatiron/Herzog JV, Morrisville, USA 60 Pulice / FNF / Flatiron JV, Scottsdale, USA 30 Metro Trains Australia Pty. Ltd., Victoria, Australia 20
Flatiron/Herzog MD, Morrisville, USA 60 Rizzani CPB JV, Sydney, Australia 50 Metro Trains Melbourne Pty. Ltd., Victoria, Australia 20
Flatiron/Lane I-405, Renton, USA 60 Saturn Partner LLC, Ohio, USA 49 Metro Trains Sydney Pty. Ltd., New South Wales,
Australia 20
Flatiron/Lane JV, Mobile, USA 60 Skanska/Flatiron JV, Riverside, USA 45
On Talent Pty. Ltd., Australia 30
Flatiron/LTS 1 JV, USA 50 Skanska/Flatiron LBN JV, Morrisville, USA 35
Spark NEL DC JV, Victoria, Australia 28 P.T. Ballast Indonesia Construction,
Flatiron/LTS 2 JV, USA 50
Jakarta, Indonesia 47
Flatiron/Myers JV, Broomfield, USA 70 Structure Tone - Turner JV, New York, USA 45
Spark North East Link Holding Pty. Ltd.,
Flatiron/United JV, Broomfield, USA 67 TAC JV, Memphis, USA 70 Sydney, Australia 20
Fluor/Balfour/Flatiron/Dragados, Greenville, USA 20 Tennessee Builders Alliance, Nashville, USA 48 Spark North East Link Pty. Ltd., Sydney, Australia 20
Gammon – Leighton JV, Kwun Tong, Hong Kong 50 TMP JV, Bridgewater, USA 60 Torrens Connect Pty. Ltd., Sydney, Australia 23
GE Betz Pty. Ltd. & Mcconnell Dowell Turner – Walsh, Boston, USA 75
Constructors (Aust) Pty. Ltd. & United Group Turner AECOM-Hunt JCIHOFV JV, Ohio, USA 55
Infrastructure Pty. Ltd., New South Wales, Australia 50
Turner Barringer JV, North Carolina, USA 50
Gilbane Turner JV, New York, USA 50
Turner Barton Malow JV LLC, Detroit, USA 50
GTBB JV, Albany, USA 55
Turner Clayco JV (UIUC E15 Parking Garage), Illinois, 50
HYLC JV, Adelaide, Australia 50 USA
IEC Boardwalk JV, Wanchai, Hong Kong 34 Turner EE Cruz JV, New York, USA 50
JH & CPB & Ghella JV, Melbourne, Australia 45 Turner Lendlease JV, New York, USA 60
John Holland and UGL Infrastructure, Australia 50 Turner MCN St. Elizabeths New Hospital JV, 70
John Holland Pty. Ltd., UGL Engineering Pty. Ltd. and Washington D.C., USA
GHD Pty. Ltd. Trading as Malabar Alliance, Melbourne, Turner Mosites JV, Pittsburgh, USA 70
Australia 50
Turner Paschen Aviation Partners, Chicago, USA 55
Leighton – Able JV, Wanchai, Hong Kong 51
Turner Pike JV, New York, USA 51
Leighton – China State – Van Oord JV,
Wanchai, Hong Kong 45 Turner Smoot JV Columbus Crew, Ohio, USA 70

Leighton – China State JV (BN 55223875-000), Turner Smoot JV Hilton Columbus, Ohio, USA 70
Wanchai, Hong Kong 51 Turner Source, Texas, USA 75

HOCHTIEF Annual Financial Statements 2023 30

30. Boards

Supervisory Board
Pedro López Jiménez
Madrid, Chairman of the Supervisory Board of HOCHTIEF Aktiengesellschaft, Vice-Chairman of the Board
of Directors and the Executive Committee of ACS, Actividades de Construcción y Servicios, S.A., Madrid

b) Abertis Infraestructuras, S.A.

ACS Servicios y Concesiones, S.L. (Chairman)1
CIMIC Group Limited1
Dragados, S.A. (Chairman)1

Nicole Simons*
Niddatal, Deputy Chairwoman of the Supervisory Board (from November 7, 2023), Attorney-at-law and Member
of the Federal Board of IG Bauen-Agrar-Umwelt (the Construction, Agricultural and Environmental Employees’ Union)
(Deputy Federal Chairwoman)

a) SOKA-BAU Zusatzversorgungskasse des Baugewerbes AG

Zusatzversorgungskasse des Steinmetz- und Steinbildhauerhandwerks VVaG (ZVK Steinmetz) (alternating chairperson)
b) DGB-Rechtsschutz GmbH
facts – Die Infoline GmbH (Chairwoman)

Cristina Aldamiz-Echevarría González de Durana

Madrid, Director of Operations, Investees and Sustainability of ACS, Actividades de Construcción y Servicios, S.A., Madrid
(from October 13, 2023)

b) Melia Hotels International²

Fritz Bank*
Kreuzau, Deputy Chairman of the Group Works Council of HOCHTIEF Aktiengesellschaft

Dipl.-Ing., Dipl.-Wirtsch.-Ing. Beate Bell

Cologne, management consultant

Christoph Breimann*
Lüdinghausen, Head of Technical Office Building of HOCHTIEF Infrastructure GmbH

Carsten Burckhardt*
Dortmund, Member of the Federal Board of IG Bauen-Agrar-Umwelt (the Construction, Agricultural
and Environmental Employees’ Union) (until February 28, 2023)

a) Zusatzversorgungskasse des Baugewerbes AG

Zusatzversorgungskasse Steine und Erden (ZVK Bayern)
Zusatzversorgungskasse des Dachdeckerhandwerks VVaG
Zusatzversorgungskasse für das Maler- und Lackiererhandwerk VVaG
Zusatzversorgungskasse des Gerüstbaugewerbes VVaG
b) Board of Directors of the Federal Employment Agency
Chairman of XertifiX e.V. (NGO)

a) Membership in other supervisory boards prescribed by law (as of December 31, 2023)
b) Membership in comparable domestic and international corporate governing bodies (as of December 31, 2023)
* Supervisory Board member representing employees

1
Office within the same corporate group
2
Listed company

HOCHTIEF Annual Financial Statements 2023 31

José Luis del Valle Pérez
Madrid, Member, Director and Secretary of the Board of ACS, Actividades de Construcción y Servicios, S.A.,
and General Secretary of the ACS Group, Madrid

b) Abertis Infraestructuras, S.A.

ACS Servicios y Concesiones, S.L. 1
CIMIC Group Limited1
Dragados, S.A. 1

Ángel García Altozano

Madrid, Corporate General Manager of ACS, Actividades de Construcción y Servicios, S.A., Madrid

b) Abertis Infraestructuras, S.A.

ACS Servicios y Concesiones, S.L.¹
Dragados, S.A.¹
GED Capital

Dr. rer. pol. h. c. Francisco Javier García Sanz

Madrid, former Member of the Board of Management of Volkswagen Aktiengesellschaft, Wolfsburg, retired

b) Acerinox, S.A.2
INDRA S.A.2
TUBACEX

Antonia Kühn*
Cologne, Regional Manager, IG Bauen-Agrar-Umwelt (the Construction, Agricultural and Environmental Employees’
Union) (from March 1, 2023 until December 31, 2023)

a) HOCHTIEF Infrastructure GmbH¹

Matthias Maurer*
Hamburg, Deputy Chairman of the Supervisory Board (until November 6, 2023) and Member of the Supervisory Board
(until December 31, 2023), Chairman of the Central Works Council of HOCHTIEF Infrastructure GmbH

b) Medizinischer Dienst/Mecklenburg-Vorpommern e.V. (Chairman of the Administrative Board)

Natalie Moser*
Seligenstadt, independent Works Council Chairwoman, HOCHTIEF Infrastructure GmbH,
Frankfurt am Main location

Luis Nogueira Miguelsanz

Madrid, Secretary-General, Dragados, S.A. (until October 12, 2023)

Nikolaos Paraskevopoulos*
Bottrop, Member of the Group Works Council of HOCHTIEF Aktiengesellschaft;
Chairman of the Works Council Essen of TRINAC GmbH

Prof. Dr. Mirja Steinkamp

Hamburg, auditor and tax consultant

a) BarthHass GmbH & Co. KG, Nuremberg (Deputy Chairwoman)

Basler AG, Arensburg²
SÜSS MicroTec SE, Garching b. München²

a) Membership in other supervisory boards prescribed by law (as of December 31, 2023)
b) Membership in comparable domestic and international corporate governing bodies (as of December 31, 2023)
* Supervisory Board member representing employees

1
Office within the same corporate group
2
Listed company

HOCHTIEF Annual Financial Statements 2023 32

Klaus Stümper*
Lohmar, Chairman of the Group Works Council of HOCHTIEF Aktiengesellschaft

Dipl.-Geol. MBA Christine Wolff

Hamburg, management consultant

a) K+S Aktiengesellschaft²
SIEVERT SE
b) Sweco AB2

Supervisory Board Committees

Audit/Sustainability Committee
Dr. Francisco Javier García Sanz (Chairman)
Cristina Aldamiz-Echevarría González de Durana (from November 7, 2023)
Fritz Bank
Christoph Breimann
José Luis del Valle Pérez
Ángel García Altozano
Matthias Maurer (until December 31, 2023)
Luis Nogueira Miguelsanz (until October 12, 2023)
Nicole Simons
Prof. Dr. Mirja Steinkamp
Klaus Stümper (Deputy Chairman)

Human Resources Committee

Pedro López Jiménez (Chairman)
Beate Bell
Carsten Burckhardt (until February 28, 2023)
José Luis del Valle Pérez
Antonia Kühn (from April 26, 2023, until December 31, 2023)
Natalie Moser
Klaus Stümper
Christine Wolff

Nomination Committee
Pedro López Jiménez (Chairman)
José Luis del Valle Pérez
Christine Wolff

Mediation Committee pursuant to Sec. 27 (3) of the German Codetermination Act (MitbestG)
Pedro López Jiménez (Chairman)
Beate Bell
Matthias Maurer (until November 6, 2023)
Nikolaos Paraskevopoulos
Nicole Simons (from November 7, 2023)

a) Membership in other supervisory boards prescribed by law (as of December 31, 2023)
b) Membership in comparable domestic and international corporate governing bodies (as of December 31, 2023)
* Supervisory Board member representing employees

2
Listed company

HOCHTIEF Annual Financial Statements 2023 33

Executive Board
Juan Santamaría Cases
Madrid, Chairman of the Executive Board of HOCHTIEF Aktiengesellschaft, Essen,
and Chief Executive Officer (CEO) of ACS, Actividades de Construcción y Servicios, S.A., Madrid

b) Abertis Infraestructuras, S.A. (President)

CIMIC Group Limited (Executive Chairman)¹
Flatiron Holding, Inc. (Member of the Board of Directors)¹
Thiess Group Finance Pty. Ltd.
Thiess Group Finance USA Pty. Ltd.
Thiess Group Holdings Pty. Ltd.
The Turner Corporation (Member of the Board of Directors)¹

Peter Sassenfeld
Düsseldorf, Member of the Executive Board (Chief Financial Officer—CFO) of HOCHTIEF Aktiengesellschaft, Essen

b) CIMIC Group Limited1

Flatiron Holding, Inc. 1
HOCHTIEF AUSTRALIA HOLDINGS Ltd.1
The Turner Corporation1

José Ignacio Legorburo Escobar

Düsseldorf, Member of the Executive Board and Chief Operating Officer (COO) of HOCHTIEF Aktiengesellschaft, Essen
(until April 11, 2023)

Nikolaus Graf von Matuschka

Aldenhoven/Jüchen, Member of the Executive Board of HOCHTIEF Aktiengesellschaft, Essen
(until April 11, 2023)

a) HOCHTIEF Infrastructure GmbH (Chairman until September 19, 2023) 1

Malteser Deutschland gGmbH3

Ángel Muriel Bernal

Madrid, Member of the Executive Board and Chief Operating Officer (COO) of HOCHTIEF Aktiengesellschaft, Essen
(from April 17, 2023)

a) HOCHTIEF Infrastructure GmbH (Chairman from October 24, 2023)¹

b) Abertis HoldCo, S.A. (Board Member)
Thiess Group Finance Pty. Ltd. (Alternate Director)
Thiess Group Finance USA Pty. Ltd. (Alternate Director)
Thiess Group Holdings Pty. Ltd. (Alternate Director

Martina Steffen
Velbert, Member of the Executive Board and Chief Human Resources Officer of HOCHTIEF Aktiengesellschaft, Essen

a) HOCHTIEF Infrastructure GmbH1

b) Member of the Board of Trustees of Kinderstiftung Essen (Essen Children’s Foundation) 3

a) Membership in other supervisory boards prescribed by law (as of December 31, 2023)
b) Membership in comparable domestic and international corporate governing bodies (as of December 31, 2023)

1
Office within the same corporate group
3
Non-profit enterprise

HOCHTIEF Annual Financial Statements 2023 34

Group affiliation
HOCHTIEF Aktiengesellschaft, Essen, Germany, is included in the consolidated financial statements of ACS Activida-
des de Construcción y Servicios, S.A., Madrid, Spain. The latter prepares the consolidated financial statements for the
largest and the smallest group of companies. The consolidated financial statements of ACS Actividades de Construc-
ción y Servicios, S.A., Madrid, Spain, 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 2023 in the amount of 341,929,720.00 EUR will be
used to pay a dividend of 4.40 EUR per eligible no-par-value share for the capital stock of EUR 198,940,928.00,
divided into 77,711,300 no-par-value shares.

The dividend falls due on July 5, 2024.

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), is not eligible
for a dividend will be carried forward. As of the date of preparation of the annual financial statements, February
20, 2024, HOCHTIEF Aktiengesellschaft held a total of 2,497,884 shares of treasury stock, which would mean
an amount of 10,990,689.60 EUR to be carried forward. The number of no-par-value shares with dividend
entitlement for 2023 may change in the run-up to the Annual General Meeting. In any such event, while the
distribution of 4.40 EUR for each no-par-value share with dividend entitlement for 2023 will stay the same, an
adjusted proposal for the appropriation of net profit will be made to the Annual General Meeting.

Essen, February 20, 2024

HOCHTIEF Aktiengesellschaft

The Executive Board

Juan Santamaría Cases Peter Sassenfeld

Ángel Muriel Bernal Martina Steffen

HOCHTIEF Annual Financial Statements 2023 35

Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles, the annual financial state-
ments 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 opportu-
nities and risks associated with the expected development of the Company.

Essen, February 20, 2024

HOCHTIEF Aktiengesellschaft

The Executive Board

Juan Santamaría Cases Peter Sassenfeld

Ángel Muriel Bernal Martina Steffen

HOCHTIEF Annual Financial Statements 2023 36

Copy of the independent Auditor’s Report

"Independent Auditor’s Report

To HOCHTIEF Aktiengesellschaft, Essen/Germany
Report on the Audit of the Annual Financial
Statements and of the Combined Management
Report

Audit Opinions
We have audited the annual financial statements of HOCHTIEF Aktiengesellschaft, Essen/Germany, which comprise
the balance sheet as of December 31, 2023, and the statement of profit and loss for the financial year from January 1
to December 31, 2023, and the notes to the financial statements, including the presentation of the recognition and
measurement policies. In addition, we have audited the combined management report for the parent and the group of
HOCHTIEF Aktiengesellschaft, Essen/Germany, for the financial year from January 1 to December 31, 2023. In accord-
ance with German legal requirements, we have not audited the content of the corporate governance statement pursu-
ant to Sections 289f and 315d German Commercial Code (HGB), which is referred to in a footnote in the chapter
“Compliance” of the combined management report, nor the non-financial group reporting in the separate non-financial
group report pursuant to Section 315b (3) HGB and in the combined management report. Furthermore, we have not
audited the content of those parts in the combined management report that are marked as unaudited and as extrane-
ous to the combined management report.

In our opinion, based on the knowledge obtained in the audit,

− the accompanying annual financial statements comply, in all material respects, with the requirements of German
commercial law applicable to business corporations and give a true and fair view of the assets, liabilities and finan-
cial position of the Company as of December 31, 2023, and of its financial performance for the financial year from
January 1 to December 31, 2023, in compliance with German Legally Required Accounting Principles, and

− the accompanying combined management report as a whole provides an appropriate view of the Company’s
position. In all material respects, this combined management report is consistent with the annual financial state-
ments, complies with German legal requirements and appropriately presents the opportunities and risks of future
development. Our audit opinion on the combined management report does not cover the contents of the aforemen-
tioned corporate governance statement and the aforementioned non-financial group reporting referred to above nor
the contents of the aforementioned parts in the combined management report that are marked as unaudited and as
extraneous to the combined management report.

Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the
legal compliance of the annual financial statements and of the combined management report.

HOCHTIEF Annual Financial Statements 2023 37

Basis for the Audit Opinions
We conducted our audit of the annual financial statements and of the combined management report in accordance
with Section 317 HGB and the EU Audit Regulation (No. 537/2014; referred to subsequently as “EU Audit Regulation”)
and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the
Institut der Wirtschaftsprüfer (IDW). Our responsibilities under those requirements and principles are further described
in the “Auditor’s Responsibilities for the Audit of the Annual Financial Statements and of the Combined Management
Report” section of our auditor’s report. We are independent of the Company in accordance with the requirements of
European law and German commercial and professional law, and we have fulfilled our other German professional
responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU
Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU
Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinions on the annual financial statements and on the combined management report.

Key Audit Matters in the Audit of the Annual Financial Statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
annual financial statements for the financial year from January 1 to December 31, 2023. These matters were addressed
in the context of our audit of the annual financial statements as a whole and in forming our audit opinion thereon; we
do not provide a separate audit opinion on these matters.

In the following, with the recoverability of shares in affiliated companies and equity investments, we present the key
audit matter we have determined in the course of our audit.

Our presentation of this key audit matter has been structured as follows:

a) description (including reference to corresponding information in the annual financial statements)

b) auditor’s response

Recoverability of shares in affiliated companies and equity investments

a) Within the annual financial statements of HOCHTIEF Aktiengesellschaft, as of December 31, 2023, under the long-
term financial assets, the Company discloses shares in affiliated companies of bEUR 3.7 (corresponding to 49.4% of
the balance sheet total) as well as equity investments of bEUR 1.7 (corresponding to 22.0% of the balance sheet
total).

The shares in affiliated companies primarily relate to the shares in the subsidiaries HOCHTIEF Americas, HOCHTIEF
Asia Pacific, HOCHTIEF Europe as well as HOCHTIEF Insurance.

The carrying amounts of the equity investments disclosed within the annual financial statements almost exclusively
relate to an indirect equity investment of 20% less one share in the Spanish toll road operator Abertis Infraestructu-
ras S.A., Madrid/Spain (Abertis).

The management examines the carrying amounts of the respective investments as at the reporting date for indica-
tions of impairment. The current corporate planning and the analysis of the assets, liabilities, financial position, and
financial performance of the respective investment are essentially incorporated into the valuation. If this upstream
analysis indicates a possible need for impairment, a detailed company valuation is carried out using the discounted
cash flow method on the basis of the corporate planning.

The impairment test of shares in affiliated companies and equity investments depends to a large extent on how
the executive directors estimate future cash flows, which discount rates are applied, and which other discretionary
estimates and assessments are used by the executive directors. Against this background and in view of the
material significance of the items for the assets, liabilities, financial position and financial performance of HOCHTIEF
Aktiengesellschaft, the valuation of shares in affiliated companies and equity investments was of particular
significance in our audit.

HOCHTIEF Annual Financial Statements 2023 38

 The information provided by the executive directors on the shares in affiliated companies and equity investments
is contained in the notes to the financial statements in the sections "Accounting and valuation principles", under
"Long-term financial assets", and "Notes to the balance sheet", under "1. Fixed assets".

b) As part of our audit of the valuation of shares in affiliated companies and equity investments, we obtained an over-
view and understanding of the Company's process for assessing the recoverability of investments. For this purpose,
we held discussions with employees of the group accounting and group controlling departments and dealt in detail
with the Company's approach to determining a possible need for impairment.

Among other things, we intensively analyzed the assets, liabilities, financial position and financial performance of the
above-mentioned companies.

We also convinced ourselves of the accuracy of the forecasts to date by comparing corporate planning from prior
financial years with the results actually realized and analyzing deviations. We assessed the appropriateness of the
future cash flows used in the valuation by reconciling selected planning assumptions with general and industry-
specific market expectations, taking into account the expected development of inflation. Where estimates were
made by management in this context, we assessed the reasonableness of the methods applied, the assumptions
made, and the data used.

On the basis of the information obtained during our audit, we assessed whether there were any indications of a
need for impairment not identified by the executive directors.

Other Information

The executive directors are responsible for the other information. The other information comprises:

− the statement on corporate governance, which is referred to in a footnote in the chapter “Compliance”
of the combined management report,

− the non-financial group reporting within the separate non-financial group report pursuant to Section
315b (3) HGB and within the combined management report,

− the parts of the combined management report that are marked as unaudited and marked as extraneous to the
combined management report,

− the executive directors’ confirmation regarding the annual financial statements and the combined management
report pursuant to Section 264 (2) sentence 3 and Section 289 (1) sentence 5 HGB.

The executive directors and the supervisory board are responsible for the statement according to Section 161 German
Stock Corporation Act (AktG) concerning the German Corporate Governance Code, which is part of the corporate
governance statement and to which reference is made in the combined management report. Otherwise, the executive
directors are responsible for the other information.

Our audit opinions on the annual financial statements and on the combined management report do not cover the other
information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information identified above and, in doing so,
to consider whether the other information

− is materially inconsistent with the annual financial statements, with the audited content of the combined
management report or our knowledge obtained in the audit, or

− otherwise appears to be materially misstated.

HOCHTIEF Annual Financial Statements 2023 39

Responsibilities of the Executive Directors and the Supervisory Board for the Annual Financial
Statements and the Combined Management Report
The executive directors are responsible for the preparation of the annual financial statements that comply, in all
material respects, with the requirements of German commercial law applicable to business corporations, and that the
annual financial statements give a true and fair view of the assets, liabilities, financial position and financial perfor-
mance of the Company in compliance with German Legally Required Accounting Principles. In addition, the executive
directors are responsible for such internal control as they, in accordance with German Legally Required Accounting
Principles, have determined necessary to enable the preparation of annual financial statements that are free from
material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or
error.

In preparing the annual financial statements, the executive directors are responsible for assessing the Company’s
ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to
going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting,
provided no actual or legal circumstances conflict therewith.

Furthermore, the executive directors are responsible for the preparation of the combined management report that as a
whole provides an appropriate view of the Company’s position and is, in all material respects, consistent with the an-
nual financial statements, complies with German legal requirements, and appropriately presents the opportunities and
risks of future development. In addition, the executive directors are responsible for such arrangements and measures
(systems) as they have considered necessary to enable the preparation of a combined management report that is in
accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence
for the assertions in the combined management report.

The supervisory board is responsible for overseeing the Company’s financial reporting process for the preparation of
the annual financial statements and of the combined management report.

Auditor’s Responsibilities for the Audit of the Annual Financial Statements and
of the Combined Management Report
Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free
from material misstatement, whether due to fraud or error, and whether the combined management report as a whole
provides an appropriate view of the Company’s position and, in all material respects, is consistent with the annual
financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appro-
priately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes
our audit opinions on the annual financial statements and on the combined management report.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards
for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material
misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these annual financial statements and this combined management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also

− identify and assess the risks of material misstatement of the annual financial statements and of the combined
management report, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of
not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material
misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal controls.

− obtain an understanding of internal control relevant to the audit of the annual financial statements and of arrange-
ments and measures relevant to the audit of the combined management report in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effective-
ness of these systems of the Company.

HOCHTIEF Annual Financial Statements 2023 40

− evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of
estimates made by the executive directors and related disclosures.

− conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the annual
financial statements and in the combined management report or, if such disclosures are inadequate, to modify our
respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to be able to continue as a going
concern.

− evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures,
and whether the annual financial statements present the underlying transactions and events in a manner that the
annual financial statements give a true and fair view of the assets, liabilities, financial position and financial perfor-
mance of the Company in compliance with German Legally Required Accounting Principles.

− evaluate the consistency of the combined management report with the annual financial statements, its conformity
with German law, and the view of the Company’s position it provides.

− perform audit procedures on the prospective information presented by the executive directors in the combined
management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant
assumptions used by the executive directors as a basis for the prospective information and evaluate the proper
derivation of the prospective information from these assumptions. We do not express a separate audit opinion on
the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that
future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.

We provide those charged with governance with a statement that we have complied with the relevant independence
requirements and communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, the actions taken, or safeguards applied to eliminate independence
threats.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the annual financial statements for the current period and are therefore the key audit
matters. We describe these matters in the auditor’s report unless law or regulation precludes public disclosure about
the matter.

OTHER LEGAL AND REGULATORY REQUIREMENTS

Report on the Audit of the Electronic Reproductions of the Annual Financial Statements and
of the Combined Management Report Prepared for Publication Pursuant to Section 317 (3a) HGB

Audit Opinion
We have performed an audit in accordance with Section 317 (3a) HGB to obtain reasonable assurance whether the
electronic reproductions of the annual financial statements and of the combined management report (hereinafter re-
ferred to as “ESEF documents”) prepared for publication, contained in the file, which has the SHA-256 value
6d3a497a32000e8e262ea368385d510d92cab7f5685cd32beb57bf33e4c6f310, meet, in all material respects, the re-
quirements for the electronic reporting format pursuant to Section 328 (1) HGB (“ESEF format”). In accordance with the
German legal requirements, this audit only covers the conversion of the information contained in the annual financial
statements and the combined management report into the ESEF format, and therefore covers neither the information
contained in these electronic reproductions, nor any other information contained in the file identified above.

HOCHTIEF Annual Financial Statements 2023 41

In our opinion, the electronic reproductions of the annual financial statements and of the combined management report
prepared for publication contained in the file identified above meet, in all material respects, the requirements for the
electronic reporting format pursuant to Section 328 (1) HGB. Beyond this audit opinion and our audit opinions on the
accompanying annual financial statements and on the accompanying combined management report for the financial
year from January 1 to December 31, 2023 contained in the “Report on the Audit of the Annual Financial Statements
and of the Combined Management Report” above, we do not express any assurance opinion on the information con-
tained within these electronic reproductions or on any other information contained in the file identified above.

Basis for the Audit Opinion

We conducted our audit of the electronic reproductions of the annual financial statements and of the combined man-
agement report contained in the file identified above in accordance with Section 317 (3a) HGB and on the basis of the
IDW Auditing Standard: Audit of the Electronic Reproductions of Financial Statements and Management Reports Pre-
pared for Publication Purposes Pursuant to Section 317 (3a) HGB (IDW AuS 410 (06.2022)). Our responsibilities in this
context are further described in the “Auditor’s Responsibilities for the Audit of the ESEF Documents” section. Our audit
firm has applied the requirements of the IDW quality management standards.

Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Documents
The executive directors of the Company are responsible for the preparation of the ESEF documents based on the elec-
tronic files of the annual financial statements and of the combined management report according to Section 328 (1)
sentence 4 no. 1 HGB.

In addition, the executive directors of the Company are responsible for such internal controls that they have considered
necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-
compliance with the requirements for the electronic reporting format pursuant to Section 328 (1) HGB.

The supervisory board is responsible for overseeing the process for preparing the ESEF documents as part of the fi-
nancial reporting process.

Auditor’s Responsibilities for the Audit of the ESEF Documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional
or unintentional non-compliance with the requirements of Section 328 (1) HGB. We exercise professional judgment and
maintain professional skepticism throughout the audit. We also

− identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section
328 (1) HGB, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-
cient and appropriate to provide a basis for our audit opinion.

− obtain an understanding of internal control relevant to the audit of the ESEF documents in order to design audit pro-
cedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on
the effectiveness of these controls.

− evaluate the technical validity of the ESEF documents, i.e., whether the file containing the ESEF documents
meets the requirements of the Delegated Regulation (EU) 2019/815, in the version in force at the balance sheet
date, on the technical specification for this electronic file.

− evaluate whether the ESEF documents enable a XHTML reproduction with content equivalent to the audited
annual financial statements and to the audited combined management report.

Further information pursuant to Article 10 of the EU Audit Regulation

We were elected as auditor by the general meeting on April 26, 2023. We were engaged by the supervisory board on
September 14, 2023. We have been the auditor of HOCHTIEF Aktiengesellschaft, Essen/Germany, since the financial
year 2023.

We declare that the audit opinions expressed in this auditor’s report are consistent with the additional report to the
audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

HOCHTIEF Annual Financial Statements 2023 42

OTHER MATTER – USE OF THE AUDITOR’S REPORT

Our auditor’s report must always be read together with the audited annual financial statements and the audited com-
bined management report as well as with the audited ESEF documents. The annual financial statements and the com-
bined management report converted into the ESEF format – including the versions to be submitted for inclusion in the
Company Register – are merely electronic reproductions of the audited annual financial statements and the audited
combined management report and do not take their place. In particular, the ESEF report and our audit opinion con-
tained therein are to be used solely together with the audited ESEF documents made available in electronic form.

GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT

The German Public Auditor responsible for the engagement is André Bedenbecker.

Düsseldorf/Germany, February 21, 2024

Deloitte GmbH
Wirtschaftsprüfungsgesellschaft

Signed: Signed:
André Bedenbecker Michael Pfeiffer
Wirtschaftsprüfer Wirtschaftsprüfer
(German Public Auditor) (German Public Auditor)”

HOCHTIEF Annual Financial Statements 2023 43

Publication Details and Credits

Published by:
HOCHTIEF Aktiengesellschaft
Alfredstraße 236, 45133 Essen, Germany
Tel.: +49 201 824-0, Fax: +49 201 824-2777
[email protected], www.hochtief.com

Photo credits:
AdobeStock©vladimircaribb

These annual financial statements are a translation

of the original German version, which remains
definitive.