Intended cash offer by Grupo Dragados for HBG

Grupo Dragados intends to launch a public offer of € 21.25 in cash per share (including 2001 dividends) for all issued and outstanding ordinary shares of HBG.

After considering the strategic, financial and social aspects of the Offer, the Supervisory and Management Boards of HBG believe that the combination of HBG with Grupo Dragados is in the best interest of the shareholders and all other stakeholders in HBG. They also believe that the Offer is a fair reflection of the value of the company and therefore intend to recommend shareholders to accept the contemplated Offer.

Following completion of the transaction it is intended that the combined group will retain the name Grupo Dragados. The new group will preserve the principles and values of both companies with respect to business strategy, employees, customers and suppliers. The resulting organisation will be run by a new Management Board comprised equally of representatives of Grupo Dragados and HBG and will be chaired by Mr. Santiago Foncillas, current Chairman of the Board of Directors of Grupo Dragados.

The Offer values 100% of the ordinary shares of HBG at approximately € 756 million and represents:

• a premium of 60% to the average closing
• HBG share price for the last 30 trading days
• a premium of 57% to the closing share price on 4th of February 2002

More about this intended transaction on www.dragados.es