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Etude de l'AG du 10/05/2017

Item 4: We have serious concerns regarding the structure of remuneration granted to Management Board members and the level of disclosure, which we consider as below market practice: The Supervisory Board may discretionarily adjust overall target attainment with regard to the variable compensation and grant additional bonuses at its sole discretion, while the utilisation of these powers is only disclosed with a delay of one year. Furthermore, the caps on total remuneration and on each variable component remain undisclosed and the performance criteria for the total variable compensation and its individual components are not made transparent enough. We urge the Company to review its remuneration policy and enhance transparency. In line with our guidelines we therefore recommend opposing the discharge of the Supervisory Board's Human Resources Committee, Pedro López Jiménez. In addition, we note the insufficient attendance of Supervisory Board members Christoph Breimann, Dr. Francisco Javier Garcia Sanz and Olaf Wendler, who each missed more than 25% of all Supervisory Board and respective committee meetings in financial year 2016 without an adequate justification, see section 5 for details. We note that in financial year 2015, two (undisclosed) Supervisory Board members attended only half or less of the meetings of the Supervisory Board, or of the committees to which they belonged, during their term of office, no futher information was provided in the 2015 annual report. As the discharge is proposed in a bundled resolution, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.​

Hochtief AG

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


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