Obligation HOCHBAUTECH AG 2.625% ( DE000A12TZ95 ) en EUR

HOCHBAUTECH AG

100 % ▼

Allemagne

DE000A12TZ95 ( en EUR )

2.625% par an ( paiement annuel )

28/05/2019 - Obligation échue

Prospectus brochure de l'obligation Hochtief AG DE000A12TZ95 en EUR 2.625%, échue

1 000 EUR

500 000 000 EUR

Hochtief AG est une entreprise de construction et d'ingénierie allemande opérant à l'échelle mondiale dans les secteurs de la construction, des concessions et des services.

L'obligation de type standard, portant le code ISIN DE000A12TZ95, a été émise par Hochtief AG, une entreprise allemande de construction et de services d'ingénierie de renommée mondiale, leader dans le secteur des infrastructures et du bâtiment. Cette émission, libellée en euros (EUR) et originaire d'Allemagne, affichait un taux d'intérêt nominal de 2,625% et représentait une taille totale d'émission de 500 000 000 euros. Avec une taille minimale d'achat fixée à 1 000 euros, la rendant accessible à divers investisseurs, cette obligation prévoyait une fréquence de paiement des intérêts annuelle (1) et avait une date de maturité établie au 28 mai 2019. Il est important de noter que cette obligation est arrivée à maturité à la date spécifiée et a été intégralement remboursée à son prix nominal de 100% sur le marché.

Prospectus dated 20 May 2014

HOCHTIEF Aktiengesellschaft
(a stock corporation incorporated under the laws of the Federal Republic of Germany
having its corporate seat in Essen, Federal Republic of Germany)
Euro [] [] per cent. Notes due 2019
Issue price: [] per cent.
HOCHTIEF Aktiengesellschaft, Opernplatz 2, 45128 Essen, Germany (the "Issuer", and together with
its consolidated subsidiaries, the "HOCHTIEF Group"), will issue on 28 May 2014 (the "Issue Date")
EUR [] [] per cent. fixed rate notes in bearer form due 2019 (the "Notes") with a denomination of
EUR 1,000 each. The Notes will be governed by the laws of the Federal Republic of Germany
("Germany").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended,
inter alia, by Directive 2010/73/EU) (the "Prospectus Directive"). This Prospectus will be published in
electronic form together with all documents incorporated by reference herein on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the
Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg
law relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs
mobilières), as amended, (the "Luxembourg Prospectus Law"), which implements the Prospectus
Directive into Luxembourg law. Pursuant to Article 7(7) of the Luxembourg Prospectus Law, by
approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of
the transaction and the quality or solvency of the Issuer. The Issuer has requested the CSSF to provide
the competent authorities in Germany, Austria and The Netherlands and may request to provide
competent authorities in additional host Member States within the European Economic Area with a
certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Luxembourg Prospectus Law (the "Notification").
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading
on the Luxembourg Stock Exchange's regulated market and to be listed on the official list of the
Luxembourg Stock Exchange (the "Official List"). The Luxembourg Stock Exchange's regulated market
is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the
Council of 21 April 2004 on markets in financial instruments, as amended.
The issue price, the aggregate principal amount of Notes to be issued, the number of Notes to be issued,
the interest rate, the issue proceeds and the yield will be included in the Pricing Notice (as defined in
"SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be filed with the CSSF
and published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the
Issue Date of the Notes.
The Notes have been assigned the following securities codes: ISIN DE000A12TZ95,
Common Code 107167340, WKN A12TZ9.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933,
as amended (the "Securities Act") and the Notes are in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within
the United States of America ("United States") or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act ("Regulation S")).
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 29.

Joint Lead Managers
C
ommerzbank
ING
The Royal Bank of Scotland
UniCredit Bank

Co-Lead Manager
Bayerische Landesbank

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and hereby declares that, having
taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best
of its knowledge, in accordance with the facts and does not omit anything likely to affect its import.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer, the
HOCHTIEF Group and the Notes which is material in the context of the issue and offering of the Notes, including
all information which, according to the particular nature of the Issuer and of the Notes is necessary to enable
investors and their investment advisers to make an informed assessment of the assets and liabilities, financial
position, profits and losses, and prospects of the Issuer and the HOCHTIEF Group and of the rights attached to the
Notes; (ii) the information contained in this Prospectus relating to the Issuer, the HOCHTIEF Group and the Notes
is accurate and complete in all material respects and not misleading; (iii) there are no other facts in relation to the
Issuer, the HOCHTIEF Group or the Notes the omission of which would, in the context of the issue and offering of
the Notes, make any statement in the Prospectus misleading in any material respect; and (iv) reasonable enquiries
have been made by the Issuer to ascertain all such facts for the purposes aforesaid.
NOTICE
No person is authorised to give any information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not be relied upon as having been
authorised by or on behalf of the Issuer or the Managers (as defined in "SUBSCRIPTION, SALE AND OFFER OF
THE NOTES"). Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes made
hereunder shall, under any circumstances, create any implication (i) that the information in this Prospectus is
correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which this
Prospectus has been most recently supplemented, or (ii) that there has been no adverse change in the financial
situation of the Issuer which is material in the context of the issue and sale of the Notes since the date of this
Prospectus or, as the case may be, the date on which this Prospectus has been most recently supplemented, or the
balance sheet date of the most recent financial statements which are deemed to be incorporated into this Prospectus
by reference or (iii) that any other information supplied in connection with the issue of the Notes is correct at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same.
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates" "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"INFORMATION ABOUT THE ISSUER Business Overview of the HOCHTIEF Group" and statements elsewhere
in this Prospectus relating to, among other things, the future financial performance, plans and expectations
regarding developments in the business of the Issuer. These forward-looking statements are subject to a number of
risks, uncertainties, assumptions and other factors that may cause the actual results, including the financial position
and profitability of the Issuer, to be materially different from or worse than those expressed or implied by these
forward-looking statements. The Issuer does not assume any obligation to update such forward-looking statements
and to adapt them to future events or developments.
Furthermore, this Prospectus contains industry related data taken or derived from industry and market research
reports published by third parties ("External Data"). Commercial publications generally state that the information
they contain originated from sources assumed to be reliable, but that the accuracy and completeness of such
information is not guaranteed and that the calculations contained therein are based on a series of assumptions. The
External Data have not been independently verified by the Issuer.
The External Data was reproduced accurately by the Issuer in the Prospectus, and as far as the Issuer is aware and
is able to ascertain from information published by any third party, no facts have been omitted that would render the
reproduced External Data inaccurate or misleading. The Issuer does not have access to the underlying facts and
assumptions of numerical and market data and other information contained in publicly available sources.
Consequently, such numerical and market data or other information cannot be verified by the Issuer.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein by reference. The issue price, the aggregate principal amount of Notes to be issued, the number
of Notes to be issued, the interest rate, the issue proceeds and the yield of the issue will be included in the Pricing
Notice (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be filed with the
CSSF and published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue
Date of the Notes.

Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer, is responsible for
the information contained in this Prospectus or any other document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any
responsibility for the accuracy and completeness of the information contained in any of these documents.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This Prospectus does not
constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Managers to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Managers to a recipient hereof and thereof that such recipient should purchase
any Notes.
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to
inform themselves about and to observe any such restrictions. In particular, the Notes have not been, and will not
be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and are subject to
special U.S. tax law requirements where held by U.S. persons (TEFRA D rules). Subject to certain limited
exceptions, the Notes may not be offered, sold or delivered within the United States of America ("United States")
or to U.S. persons.
For a further description of certain restrictions on offerings and sales of the Notes and distribution of this
Prospectus (or of any part thereof) see "SUBSCRIPTION, SALE AND OFFER OF THE NOTES Selling
Restrictions."
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language
constitutes a translation, except for the terms and conditions of the Notes (the "Conditions of Issue") in respect of
which German is the legally binding language.
In this Prospectus, unless otherwise specified, all references to "", "EUR" or "Euro" are to the currency
introduced at the start of the third stage of the European economic and monetary union, and as defined in Article 2
of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended, and references
to "USD" are to the legal currency of the United States.
IN CONNECTION WITH THE ISSUE OF THE NOTES, COMMERZBANK AKTIENGESELLSCHAFT (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT COMMERZBANK
AKTIENGESELLSCHAFT (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME AFTER THE
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE
ISSUER AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND
RULES OF ANY RELEVANT JURISDICTION.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus does not constitute and may not be used for the purposes of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.

2

TABLE OF CONTENTS
SUMMARY....................................................................................................................................................... 4
GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG)................................................. 16
RISK FACTORS.............................................................................................................................................. 29
USE OF PROCEEDS ....................................................................................................................................... 38
INFORMATION ABOUT THE ISSUER .......................................................................................................... 39
CONDITIONS OF ISSUE ................................................................................................................................ 59
TAXATION..................................................................................................................................................... 78
SUBSCRIPTION, SALE AND OFFER OF THE NOTES.................................................................................. 85
GENERAL INFORMATION ........................................................................................................................... 89
INCORPORATION BY REFERENCE............................................................................................................. 90
NAMES AND ADDRESSES............................................................................................................................ 92

3

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of "not applicable".
Section A Introduction and warnings
Element
Description of Element
Disclosure requirement
A.1
Warnings
This summary should be read as an introduction to this Prospectus.
Any decision to invest in the Notes should be based on consideration
of this Prospectus as a whole by the investor.
Where a claim relating to the information contained in this Prospectus
is brought before a court, the plaintiff investor might, under the
national legislation of its member state to the Agreement on the
European Economic Area (EEA), have to bear the costs of translating
this Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled this
summary including any translation thereof, but only if this summary is
misleading, inaccurate or inconsistent when read together with the
other parts of this Prospectus or it does not provide, when read
together with the other parts of this Prospectus, key information in
order to aid investors when considering whether to invest in the Notes.
A.2
Consent to the use of the
Each of Commerzbank Aktiengesellschaft, ING Bank N.V., The
prospectus
Royal Bank of Scotland plc and UniCredit Bank AG (together the
"Joint Lead Managers"), Bayerische Landesbank Anstalt des
öffentlichen Rechts (the "Co-Lead Manager" and together with the
Joint Lead Managers the "Managers" and each a "Manager") and
each further financial intermediary subsequently reselling or finally
placing the Notes is entitled to use the Prospectus in Austria,
Germany, Luxembourg and The Netherlands for the subsequent resale
or final placement of the Notes during the period commencing on the
later of (and including) (i) 22 May 2014 and (ii) the date of the
publication of the Pricing Notice following its publication and ending
on (and including) 4 June 2014, provided however, that the Prospectus
is still valid in accordance with Article 11 of the Luxembourg law
relating to prospectuses for securities (Loi du 10 juillet 2005 relative
aux prospectus pour valeurs mobilières), as amended, (the
"Luxembourg Prospectus Law"), which implements Directive
2003/71/EC of the European Parliament and of the Council of
4 November 2003 (as amended, inter alia, by Directive 2010/73/EU
of the European Parliament and of the Council of 24 November 2010)
into Luxembourg law.
The Prospectus may only be delivered to potential investors together
with all supplements published before such delivery in accordance
with Art. 13 of the Luxembourg Prospectus Law. Any supplement to
the Prospectus in accordance with Art. 13 of the Luxembourg
Prospectus Law will be available for viewing in electronic form on the

4

website of the Luxembourg Stock Exchange (www.bourse.lu).
When using the Prospectus, each relevant further financial
intermediary must make certain that it complies with all applicable
laws and regulations in force in the respective jurisdictions.
In the event of an offer being made by a further financial
intermediary, such further financial intermediary shall provide
information to investors on the terms and conditions of the Notes
at the time of that offer.

Section B -- Issuer
Element Description of Element
Disclosure requirement
B.1
Legal and commercial
HOCHTIEF Aktiengesellschaft
name
B.2
Domicile, legal form,
The Issuer is a stock corporation (Aktiengesellschaft) incorporated and
legislation, country of
operating under the laws of the Federal Republic of Germany and
incorporation
domiciled in the Federal Republic of Germany.
B.4b
Known trends affecting
The Issuer and its consolidated subsidiaries (the "HOCHTIEF
the Issuer and the
Group") are sensitive to the macroeconomic and sectoral environment
industries in which it
and the general economic and legal environment of the countries in
operates
which it operates. The global financial crisis, the sovereign debt crisis
and particularly austerity measures that negatively affect the
willingness to invest in infrastructure can have a material adverse
effect on HOCHTIEF Group's financial condition.
B.5
Description of the Group
The Issuer, which is a fully consolidated company of ACS,
and the Issuer's position
Actividades de Construcción y Servicios, S.A. ("ACS"), is the
within the Group
management holding company and the parent company of the
HOCHTIEF Group. The HOCHTIEF Group is a construction services
group operating globally and delivering integrated services for
infrastructure projects, transportation, energy, social and urban
infrastructure, as well as contract mining.
B.9
Profit forecast or estimate Not applicable. No profit forecasts or estimates are made.
B.10
Nature of any
Not applicable. The auditors have issued unqualified audit reports for
qualifications in the audit
the consolidated financial statements of the Issuer for the fiscal years
report on the historical
ended 31 December 2012 and 31 December 2013.
financial information
B.12
Selected historical key
The following tables set out selected financial information relating to
financial information
the HOCHTIEF Group. The information in the following table has
been extracted from the Issuer's unaudited condensed interim
consolidated financial statements for the period from 1 January to
31 March 2014, prepared in accordance with International Accounting
Standard 34 (IAS 34). The respective financial information for the
figures presented as of 31 December 2013 and for the period from
1 January 2013 to 31 March 2013 are derived from the unaudited
condensed interim consolidated financial statements for the period
from 1 January to 31 March 2014. Certain figures are restated due to
the first time application of IFRS 11.

5

(in EUR thousand,

unless otherwise
indicated)
As of
As of
Selected Consolidated Balance Sheet
31 March
31 December
Information
2014
2013
(unaudited)
(unaudited)
Balance sheet total
14,798,034
14,951,1471
Non-current assets
3,839,737
3,801,0061
Current assets
10,958,297
11,150,1411
Shareholders' Equity
3,370,624
3,293,700
Non-current liabilities
3,699,141
3,616,7631
Current liabilities
7,728,269
8,040,6841
1 The figures as of 31 December 2013 have been adjusted for retrospective application of
IFRS 11.

For the
For the
Selected Consolidated Statement of
period
period
Earnings Information
1 January to
1 January to
31 March
31 March
2014
2013
(unaudited)
(unaudited)
Sales
5,589,988
5,786,5642
Profit from operating activities
158,684
158,9582
Profit before taxes
122,573
122,5972
Profit after taxes
88,197
100,979
Of
which:
Consolidated
net
44,110
43,533
profit/(loss)
Of which: Minority interest
44,087
57,446

For the
For the
period
period
Selected Consolidated Statement of
1 January to
1 January to
Cash Flows Information
31 March
31 March
2014
2013
(unaudited)
(unaudited)
Net cash provided by /(used in)

Operating Activities
-488,872
-606,9352
Investing Activities
98,539
-540,1392
Financing Activities
92,598
481,966
2 The figures for the three-month period ended 31 March 2013 have been adjusted for
retrospective application of IFRS 11.
Unless otherwise indicated, the information in the following table has
been extracted from the Issuer's audited consolidated financial
statements as of 31 December 2013 and from the Issuer's audited
consolidated financial statements as of 31 December 2012, all of them
prepared in accordance with International Financial Reporting
Standards as adopted in the European Union (IFRS). Certain figures
pertaining to 2012 differ from the audited consolidated financial
statements of HOCHTIEF Group for 2012 due to the fact that such
figures have been restated in the comparative period balances to the
consolidated financial statements of HOCHTIEF Group for 2013 due
to the first time application of IRS 19R. Certain figures presented as
of 31 December 2013 differ from the audited consolidated financial
statements of HOCHTIEF Group for 2013 due to the fact that such
figures have been restated due to the first time application of IFRS 11.
Such figures are derived from the unaudited condensed interim
consolidated financial statements for the period from 1 January to
31 March 2014.

6

(in EUR thousand,

unless otherwise
indicated)
Selected
As of
As of
As of
Consolidated
31 December 31 December 31 December
Balance
Sheet
2013
2013
2012
Information
(unaudited)3
(audited)
(audited)
Balance sheet total
14,951,147
14,756,926
16,962,340
Non-current assets
3,801,006
3,779,929
4,838,258
Current assets
11,150,141
10,976,997
12,124,082
Shareholders' Equity
3,293,700
3,293,700
4,243,807
Non-current liabilities
3,616,763
3,616,705
3,738,662
Current liabilities
8,040,684
7,846,521
8,979,871
3 These figures as of 31 December 2013 have been adjusted for retrospective application
of IFRS 11.

For the
For the
Selected Consolidated Statement of
fiscal year
fiscal year
Earnings Information
2013
2012
(audited)
(audited)
Sales
25,693,245
25,527,722
Profit from operating activities
859,111
595,060
Profit before taxes
799,819
541,4244
Profit after taxes
545,359
382,6964
Of which: Consolidated net profit/(loss)
171,196
155,2304
Of which: Minority interest
374,163
227,466
4 The figures for the fiscal year 2012 have been adjusted for retrospective application of
IAS 19R.

For the
For the
Selected Consolidated Statement of Cash
fiscal year
fiscal year
Flows Information
2013
2012
(audited)
(audited)
Net cash provided by /(used in)

Operating Activities
206,774
1,005,683
Investing Activities
595,389
(1,452,310)
(1,115,701)
728,494

Financing Activities

Material adverse change
There has been no material adverse change in the prospects of the
in the prospects of the
Issuer since 31 December 2013.
Issuer

Significant change in the
There have been no significant changes in the financial or trading
financial or trading
position of the Issuer since 31 March 2014.
position
B.13
Recent Events
As part of its strategy announced on 28 February 2013, the
HOCHTIEF Group sold its facility management and energy
management activities in the HOCHTIEF Europe division, the Streif
Project Service segment of Streif Baulogistik GmbH, as well as the
airport business and its participation in aurelis. Under its new
structure as of 1 January 2014, HOCHTIEF Europe decentralized the
operating activities within HOCHTIEF Group. Four German
companies, HOCHTIEF Building GmbH, HOCHTIEF Engineering
GmbH, HOCHTIEF Infrastructure GmbH and HOCHTIEF PPP
Solutions GmbH, all wholly-owned by HOCHTIEF Solutions AG, are
now running the business units "Building", "Engineering",
"Infrastructure" and "PPP Solutions". Further, the HOCHTIEF
Group is
weighing
strategic
alternatives
for
HOCHTIEF

7

Projektentwicklung and formart which are part of the HOCHTIEF
Europe division, for example strategic alliances. The HOCHTIEF
Group intends to use any income derived therefrom to repay debt, to
strengthen the infrastructure business and to look for new strategic
core business opportunities in the market. In the HOCHTIEF Asia
Pacific division, the Issuer has increased its fully consolidated
majority shareholding in Leighton Holdings Limited from 58.7 per
cent. (as of 31 March 2014) to 69.62 per cent. as of 9 May 2014, an
investment of approximately EUR 574 million. Other than that there
are no recent events particular to the Issuer which are to a material
extent relevant to the evaluation of the Issuer's solvency.
B.14
Statement on
See B. 5 and B.16. ACS holds the (simple) majority of the shares in
dependency upon other
the Issuer. Since there is no control agreement between ACS and the
Issuer, the Issuer is controlled by ACS only insofar as the German
entities within the
Stock Corporation Act permits influence of shareholders in a stock
Group
corporation. Other than that, the Issuer is not dependent upon ACS.
Specifically, according to the German Stock Corporation Act, the
management board shall have direct responsibility for the
management of the company and the management board is not subject
to instructions by the major shareholder.
The Issuer is also the parent company of HOCHTIEF Group. It is not
dependent upon other entities within HOCHTIEF Group.
B.15
Principal activities
Based on sales, the HOCHTIEF Group is one of the leading
international providers of construction-related services (source:
McGraw-Hill, ENR magazine, August/September 2013). The
HOCHTIEF Group delivers globally integrated services for
infrastructure projects, transportation, energy, social and urban
infrastructure, as well as contract mining via its three business
divisions HOCHTIEF Americas, HOCHTIEF Asia Pacific and
HOCHTIEF Europe. For the fiscal year ended 31 December 2013, the
largest markets of the HOCHTIEF Group, Americas (primarily North
America), Australia, Asia (including the Gulf states) and Germany,
accounted for 97 per cent. of the HOCHTIEF Group's sales.
B.16
Controlling Persons
ACS controls 58.92% of the voting rights in the Issuer.
The outstanding ordinary voting shares of the Issuer are held by the
following shareholders who have notified the Issuer that they own
beneficially 3 per cent. or more of the outstanding ordinary voting
shares:
Date of
Name
Total share
Notification
ACS,
Actividades
de
58.92%
16 April 2014
Construcción y Servicios,
(2)
S.A. (1)
Qatar Holding
10.00%
29 September
Luxembourg II S.à r.l.
2011
Gartmore Investment Ltd. of
3.091 %
31 July 2007
Gartmore House(2)
BlackRock Inc. (3)
3.01%
24 October 2012
(1) The voting rights are either held by ACS, Actividades de Construcción y
Servicios, S.A.directly or are attributable to ACS, Actividades de Construcción
y Servicios, S.A. pursuant to Section 22 para. 1 sentence 1 no. 1 German
Securities Trading Act.

(2) The voting rights are attributable to Gartmore Investment Ltd. of Gartmore
House pursuant to Section 22 para. 1 sentence 1 no. 6, sentence 2 German
Securities Trading Act.

(3) The voting rights are attributable to Blackrock, Inc. pursuant to Section 22
para. 1 sentence 1 no. 6, sentence 2 German Securities Trading Act.

8

B.17
Credit ratings of the
Not applicable. Neither the Issuer nor its debt securities are rated.
Issuer or its debt
securities
Section C -- Securities
Element
Description of Element
Disclosure requirement
C.1
Type and class of
The Issuer issues unsecured and unsubordinated notes bearing fixed
securities being offered
interest (the "Notes").
including any security
identification number
The security identification numbers of the Notes are:
ISIN: DE000A12TZ95;

Common Code: 107167340; and

WKN: A12TZ9.
C.2
Currency of the
Euro
securities issue
C.5
Restrictions on free
Not applicable. The Notes are freely transferable. However, the offer
transferability of the
and the sale of the Notes and the distribution of offering materials are
Notes
subject to specific restrictions that vary depending on the jurisdiction
where the Notes are offered or sold or the offering materials are
distributed.
C.8
Rights attached to the
Negative Pledge: The Issuer undertakes not to create or permit to
Notes, ranking of the
subsist any security interest for any capital market indebtedness and to
Notes, limitations of the
procure that none of its material subsidiaries, with certain modifications
rights attached to the
with regard to Leighton Holdings Limited and its subsidiaries, grants or
Notes
permits to subsist any security interest.
Taxation: Principal and interest shall be payable without withholding
or deduction for or on account of any present or future taxes or duties
of whatever nature imposed or levied by or on behalf of Germany or by
or on behalf of any political subdivision or authority thereof or therein
having power to tax (the "Withholding Taxes"), unless such
withholding or deduction is required by law. In such event, the Issuer
will, subject to specific exceptions, pay such additional amounts as
shall be necessary in order that the net amounts received by the holders
of the Notes (the "Holders") after such withholding or deduction shall
equal the respective amounts of principal and interest which would
otherwise have been receivable in respect of the Notes in the absence of
such withholding or deduction.
Events of Default: In an event of default, each Holder is entitled to
demand redemption of the Notes at their principal amount together with
accrued interest.
Cross Default: A further event of default under the Notes arises if a
cross default occurs with respect to any capital market indebtedness or
any indebtedness under a syndicated loan.
Change of Control: Each Holder is entitled to request the Issuer to
redeem the Notes of each such requesting Holder at their principal
amount together with accrued interest upon the occurrence of a change
of control.
Transactions with significant shareholders: Each Holder may request
the Issuer to redeem the Notes of each such requesting Holder at their
principal amount together with accrued interest upon the failure of the
Issuer to comply with undertakings which restrict certain transactions

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