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210304 Einl. Hv21e.Indd INVITATION TO THE ANNUAL GENERAL MEETING 2021 Contents Invitation to the Annual General Meeting of Bilfinger SE, Mannheim, April 15, 2021 Agenda Further information and advice 25 1. Presentation of the adopted annual financial statements, Annex to Agenda Item 6: the approved group financial statements and the combined New elections of Supervisory Board members 42 management report of Bilfinger SE and the group, and the report Annex to Agenda Item 7: of the Supervisory Board (Aufsichtsrat) for the 2020 fiscal year 3 Resolution on the approval of the remuneration system 2. Resolution on the use of the unappropriated retained for the Executive Board 51 earnings of the 2020 fiscal year 4 Annex to Agenda Item 8: 3. Resolution on the formal approval of the acts of the Resolution on remuneration for the Supervisory Board 75 Executive Board with respect to the 2020 fiscal year 4 4. Resolution on the formal approval of the acts of the Supervisory Board with respect to the 2020 fiscal year 5 Development in the financial year 2020 5. Appointment of the auditors of the financial statements and group financial statements for the 2021 fiscal year General statement of the Executive Board as well as of the auditors to be commissioned to review on the economic situation 82 the semi-annual financial report 2021 6 Consolidated income statement 88 6. New elections of Supervisory Board members 7 Consolidated balance sheet 89 7. Resolution on the approval of the remuneration system Consolidated statement of cash flows 90 for the Executive Board 10 Segment reporting by business segment 92 8. Resolution on remuneration for the Supervisory Board members 11 Segment reporting by region 92 9. Resolution on the amendment of Article 19 (3) of the Articles of Incorporation of Bilfinger SE 12 10. Resolution on the revocation of the authorization to issue convertible bonds and bonds with warrants (as well as Conditional Capital 2017) as well as on the creation of a new authorization to issue convertible bonds and bonds with warrants under exclusion of subscription rights, including the simultaneous creation of new Conditional Capital 2021 and a corresponding amendment of the Articles of Incorporation 13 Invitation to the Agenda Annual General Meeting Bilfinger SE 1. Presentation of the adopted annual financial state- Mannheim ments, the approved group financial statements ISIN DE0005909006 and the combined management report of Bilfin- German Securities Identification Code ger SE and the group, and the report of the Supervi- (Wertpapier-Kenn-Nr.) 590 900 sory Board (Aufsichtsrat) for the 2020 fiscal year The documents set out above and the proposal for the use of unappropriated retained earnings as well as explanatory notes The shareholders in our Company are hereby invited to the relating to the information provided pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code (Handelsge- Annual General Meeting setzbuch, “HGB”) in conjunction with Article 83 (1) sentence 2 to be held on of the German Introductory Act to the Commercial Code (Einfüh- rungsgesetz zum Handelsgesetzbuch, “EGHGB”) will be available Thursday, April 15, 2021, 10:00 hrs from the date of this calling notice and also during the Annual (Central European Summer Time – “CEST”). General Meeting on the internet at The Annual General Meeting will be held as a virtual General https://www.bilfinger.com/en/annual-general-meeting. Meeting without the physical presence of the shareholders or their proxies. The shareholders and their proxies will exercise their rights The Supervisory Board approved the annual financial state- exclusively by means of electronic communication in accordance ments prepared by the Executive Board (Vorstand) and the group with the provisions and explanations contained hereinafter (following financial statements for the 2020 fiscal year in accordance with the agenda). Section 172 AktG on March 2, 2021 and has thus adopted the an- nual financial statements. Therefore, the General Meeting does not adopt the annual financial statements and does not approve the group financial statements in accordance with Section 173 AktG. The documents set out above must be made available to the General Meeting only, without a resolution being required under the AktG. 2 3 2. Resolution on the use of the unappropriated b) formal approval of his acts be granted to Mr Duncan Hall for retained earnings of the 2020 fiscal year his term in office during the 2020 fiscal year, and The Executive Board and the Supervisory Board propose that c) formal approval of her acts be granted to Ms Christina Jo- the unappropriated retained earnings reported in the annual hansson for her term in office during the 2020 fiscal year. financial statements for the 2020 fiscal year, amounting to EUR 83,112,998.96, be used as follows: 4. Resolution on the formal approval of the acts of the Supervisory Board with respect to the 2020 fiscal year Distribution of a dividend in the amount of EUR 1.88 EUR 75,765,107.32 per no-par-value share carrying dividend rights It is intended to resolve on the formal approval of the acts of the Carryforward of the residual amount to the next EUR 7,347,891.64 fiscal year: members of the Supervisory Board who were in office during the Unappropriated retained earnings: EUR 83,112,998.96 2020 fiscal year also on an individual basis. This proposal for the use of unappropriated retained earnings The Executive Board and the Supervisory Board propose that based on capital stock carrying dividend rights held on March 2, 2021 in the amount of EUR 120,901,767.00 (divided into a) formal approval of his acts be granted to Dr. Eckhard Cordes 40,300,589 no-par-value shares). Until such time as the resolu- for his term in office during the 2020 fiscal year, tion concerning the use of unappropriated retained earnings is adopted by the General Meeting, the number of shares carrying b) formal approval of his acts be granted to Mr Stephan Brück- dividend rights may change as a result of possible changes in the ner for his term in office during the 2020 fiscal year, number of treasury shares. In such event, the Executive Board and the Supervisory Board will submit an adjusted resolution c) formal approval of her acts be granted to Ms Agnieszka proposal concerning the use of unappropriated retained earnings Al-Selwi for her term in office during the 2020 fiscal year, to the General Meeting, which will also provide for a distribution of EUR 1.88 per no-par-value share. d) formal approval of her acts be granted to Ms Dorothée Deuring for her term in office during the 2020 fiscal year, 3. Resolution on the formal approval of the acts of the Executive Board with respect to the 2020 fiscal year e) formal approval of her acts be granted to Ms Nicoletta Giadrossi for her term in office during the 2020 fiscal year, It is intended to resolve on the formal approval of the acts of the i.e. from January 1, 2020 until June 24, 2020, members of the Executive Board who were in office during the 2020 fiscal year on an individual basis. f) formal approval of his acts be granted to Dr. Ralph Heck for his term in office during the 2020 fiscal year, The Supervisory Board and the Executive Board propose that g) formal approval of her acts be granted to Ms Susanne Hupe a) formal approval of his acts be granted to Mr Thomas Blades for her term in office during the 2020 fiscal year, for his term in office during the 2020 fiscal year, 4 5 h) formal approval of his acts be granted to Mr Rainer Knerler or KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, giving for his term in office during the 2020 fiscal year, justified preference to appoint PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Germany, i) formal approval of her acts be granted to Dr. Janna Köke for the Supervisory Board proposes that the following resolution her term in office during the 2020 fiscal year, be passed: j) formal approval of his acts be granted to Mr Frank Lutz for his a) PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesell- term in office during the 2020 fiscal year, schaft, Frankfurt am Main, Germany, are appointed as auditors of the financial statements and group financial k) formal approval of his acts be granted to Mr Robert Schuch- statements for the 2021 fiscal year. na for his term in office during the 2020 fiscal year, i.e. from June 24, 2020 until December 31, 2020, b) PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesell- schaft, Frankfurt am Main, Germany, are appointed as audi- l) formal approval of his acts be granted to Mr Jörg Sommer for tors to review the semi-annual financial report for the first his term in office during the 2020 fiscal year, six months of the 2021 fiscal year. m) formal approval of his acts be granted to Mr Jens Tischen- The Audit Committee stated in its recommendation that it is dorf for his term in office during the 2020 fiscal year, i.e. from free from undue influence by third parties and that no restrictive January 1, 2020 until June 24, 2020, and clause according to Article 16 (6) of the Statutory Audit Regula- tion (EU) No 537/2014 that would limit the choice of the General n) formal approval of her acts be granted to Dr. Bettina Volkens Meeting has been imposed on the Audit Committee. for her term in office during the 2020 fiscal year, i.e. from June 24, 2020 until December 31, 2020. 6. New elections of Supervisory Board members 5. Appointment of the auditors of the financial The term of office of the shareholder representatives will end statements and group financial statements for with the close of the General Meeting on April 15, 2021, thus the 2021 fiscal year as well as of the auditors requiring new elections.
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