The liabilities include EUR 250 million for two promissory note loans issued in the prior year, comprising one for a nominal amount of EUR 200 million and a term of five years and one for a nominal amount of EUR 50 million and a term of seven years. The coupon on both is equal to six-month EURIBOR plus an appropriate margin. On May 25, 2009, HOCHTIEF Aktiengesellschaft issued four further promissory note loans for a total of EUR 300 million and split half-and-half between three and five-year loan terms with part-fixed and part-variable coupons. The coupon on the individual notes corresponds to market rates at the time of issue. Also included, as in the prior year, is EUR 477 million in drawings on a EUR 600 million syndicated revolving credit facility.
HOCHTIEF Aktiengesellschaft’s net profit before changes in reserves for 2009 was EUR 102.5 million. In accordance with Section 58 (2) of the German Stock Corporations Act, EUR 7.3 million of this amount was transferred to other revenue reserves. Including profit carried forward from the previous year (EUR 9.8 million), unappropriated net profit comes to EUR 105 million.
Executive Board proposal for the use of net profit
The Executive Board and the Supervisory Board propose a resolution on the use of net profit as follows:
The unappropriated net profit of HOCHTIEF Aktiengesellschaft for fiscal 2009 in the amount of EUR 105,000,000.00 will be used to pay a dividend of EUR 1.50 per eligible no-par-value share, and the amount of the dividend that would have been payable on noneligible shares, amounting to EUR 8,334,952.50, will be carried forward. The dividend is payable on the day following the General Shareholders’ Meeting. The number of eligible shares may change by the date of the General Sha癢eholders’ Meeting. In this event, a revised proposal for the appropriation of net profit will be submitted to the General Shareholders’ Meeting, leaving the dividend unchanged at EUR 1.50 per eligible no-par-value share.
Disclosures pursuant to Sections 289 (2) 5, 289 (4), 315 (2) 4 and 315 (4) of the German Commercial Code
As in the previous year, HOCHTIEF Aktiengesellschaft’s subscribed capital of EUR 179,200,000 is divided into 70,000,000 no-par-value shares. Each share accounts for EUR 2.56 of capital stock.
The capital reserve comprises premium on shares issued by HOCHTIEF Aktiengesellschaft.
The Executive Board is unaware of any restrictions on voting rights or transfers of securities.
CARIÁTIDE S.A., Avda. Pio XII n° 102, 28036 Madrid, Spain, gave notice with reference to Section 21 (1) of the German Securities Trading Act (WpHG) that its share of voting rights in HOCHTIEF Aktiengesellschaft was 25.08 percent on April 24, 2007. Identical notification was given by ACS, Actividades de Construcción y Servicios, S.A., Avda. Pio XII n° 102, 28036 Madrid, Spain, together with notice that the voting rights concerned are held by CARIÁTIDE S.A. and are attributable to ACS by virtue of its ownership interest in CARIÁTIDE S.A. under Section 22 (1) 1 of the German Securities Trading Act.
For the purposes of clarity, we would like to add that according to its own notification of February 27, 2009, ACS acquired a further 4.9 percent of HOCHTIEF shares by exercising an equity swap. The sum total of its voting rights is thus 29.98 percent.
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 Corporations Act (AktG). Under Section 7 (1) of the Company’s Articles of Association, the Executive Board comprises at least three individuals.