Bilfinger : Annual report including Combined management report and Consolidated financial statements 2025 (Gesch%C3%A4ftsbericht 2025 EN gesamt)

About this update from Bilfinger Se

Annual Report 2025 Bilfinger SE ‌Contents To our shareholders 4 Consolidated financial statements 136 A.1 Letter to shareholders 5 C.1 Consolidated income statement 137 A.2 Executive Board of Bilfinger SE 8 C.2 Consolidated statement of comprehensive income 138 A.3 Report of the Supervisory Board 9 C.3 Consolidated balance sheet 139 A.4 Declaration of corporate governance with corporate governance report 18 C.4 Consolidated statement of changes in equity 140 A.5 Bilfinger in the capital market 32 C.5 Consolidated statement of cash flows 141 Combined management report 35 C.6 Notes to the consolidated financial statements 142 B.1 Bilfinger Group 36 Explanations and additional information 192 B.2 Economic report 40 D.1 Responsibility statement 193 B.3 Risk and opportunity report 61 D.2 Reproduction of the auditor's report 194 B.4 Outlook 78 D.3 Practitioner's report on non-financial reporting 202 B.5 Sustainability statement 83 D.4 Boards of the company 205 B.6 Takeover-relevant information pursuant to Section 289a and Section 315a of the German Commercial Code (HGB) 133 Ten-year overview 209 Sustainability indicators 211 Financial calendar 216 Imprint 216 Bilfinger SE Bilfinger is an international industrial services provider with a vision to be the No. 1 for its customers in enhancing efficiency and sustainability within the process industry. Bilfinger's comprehensive portfolio spans the entire value chain, from consulting & engineering to prefab-rication & installation, access & insulation, and services that improve the asset performance of industrial plants. The company operates in three geography-based segments: Western Europe, Central Europe, and International, with primary activities in Europe, North America, and the Middle East. Its process industry customers come from markets such as chemicals & petrochemicals, energy, oil & gas, and pharma & biopharma. With about 31,000 employees, Bilfinger upholds the highest standards of safety and quality, generating revenue of €5.4 billion in the financial year 2025. To achieve its goals, Bilfinger has identified two strategic levers: enhancing Operational Excellence to boost internal efficiency, and Market Expansion to strengthen customer focus and establish Bilfinger as the preferred partner. A.1 Letter to shareholders ‌To our shareholders Letter to shareholders 5 Executive Board of Bilfinger SE 8 Report of the Supervisory Board 9 Declaration of corporate governance 18 with corporate governance report Bilfinger in the capital market 32 A.1 Letter to shareholders ‌Letter to shareholders Ladies and Gentlemen, Dear Shareholders, 2025 was another strategically important and successful financial year for Bilfinger. This was also reflected in the convincing performance of the Bilfinger share on the capital market: Total shareholder return reached 140 percent at the end of the year, significantly outperforming both the MDAX and the company's peer group. The historic highs achieved several times over the course of the year underscore the capital market's profound confidence in Bilfinger's strategic focus. Moreover, we were successful in further internationalizing our investor base - particularly in the USA and the UK. In a persistently volatile global environment, we consolidated our operational stability and financial strength. We achieved all the financial targets we set at the start of the year. At the same time, we paved the way for accelerated and, above all, sustainable profitable growth by 2030. Our updated strategy with new mid-term targets for 2030 reflects our ambition to create lasting added value for our customers, employees and investors. Markets in 2025 - efficiency and sustainability remain growth drivers In 2025, Bilfinger continued to see stable demand in a volatile market environment. Political influences remained a key factor. Tariff and economic policies in the USA were grounds for uncertainty and restraint for many companies, in terms of both investments and exports. By contrast, the markets in the Middle East are experiencing strong growth. Companies in Europe - especially Germany - are laboring under the burden of high energy costs and excessive bureaucracy. Added to this are gaps in the training and professional development of skilled personnel, further exacerbated by an aging society. We are encouraged by the fact that Ger-many's new government has launched economic stimulus initiatives and announced reforms. It is now crucial that these will be implemented quickly. This market environment holds many opportunities: For economic reasons alone, competitive pressures worldwide are forcing companies to improve their efficiency and sustainability - which is Bilfinger's core business. The scarcity of skilled personnel and the complexity of issues such as artificial intelligence and digitalization are accelerating the trend toward outsourcing. In this respect, Bilfinger is the ideal partner for the process industry in many sectors. The global transformation of the energy supply sector calls for broad positioning and technical expertise in conventional, renewable and nuclear energy sources - and it is precisely this know-how that Bilfinger delivers to its customers. All financial targets again met Bilfinger keeps its promises. We achieved all financial targets we published at the start of 2025. Orders received rose by 6 percent in 2025 to €5,679 million. The book-to-bill ratio was 1.05, reflecting the overall stability of the market. Revenue increased by 8 percent to €5,427 million. The EBITA margin rose again to reach 5.5 percent in financial year 2025, corresponding to an EBITA of €299 million. Free cash flow developed positively from the beginning of the year, totaling €330 million in the financial year (prior year: €189 million). Due to taxes, net profit fell slightly to €176 million and adjusted earnings per share improved to €5.23. This positive development was also rewarded by the capital market. Over the course of the financial year, Bilfinger's share price rose from €46.25 to €107.40, representing a total shareholder return of 140 percent. The company's return to the MDAX in 2024 was followed in 2025 by its admittance to the STOXX Europe index, which includes Europe's 600 largest companies. The same financial strength was likewise the basis for the BBB- investment grade rating issued by Standard & Poor's in 2025. In light of the good business performance, the Executive Board and Supervisory Board will be proposing an increase in the dividend to €2.80 per share at the Annual General Meeting on May 20, 2026. The dividend amounted to €2.40 a year earlier. This means we are continuing our dividend policy, which targets payout of between 40 and 60 percent of adjusted net profit, ensuring our shareholders' appropriate participation in Bilfinger's positive operational performance over the past financial year. Letter to shareholders Strategy: Update at the Capital Markets Day with new mid-term targets for 2030 Bilfinger's business success is built on the continuous implementation of our strategy. The company remains clearly on track to achieve the mid-term targets for 2027 that it formulated in 2023, which include average annual revenue growth of 4 to 5 percent and an EBITA margin of 6 to 7 percent. The acquisitions of Rodoverken, nZero and Nordic Mechanical Solutions successfully completed in 2025 coupled with the announced acquisition of Teknokon demonstrate that Bilfinger continues to pursue its focus on external growth across various regions. In 2025, we sharpened our strategy and defined clear priorities to accelerate sustainable profitable growth. Presented at the Capital Markets Day in December 2025, our updated strategy is centered around our new claim: Your Performance Is Our Business. This concisely captures our business model of increasing our customers' profitability by enhancing their efficiency and sustainability. Two strategic levers are pivotal to success here: Operational Excellence - Bilfinger will continue its efforts to enhance its own efficiency as a way to improve its own profitability as well as customer satisfaction. Here, the focus is on the success factors of people, standardization, procurement and de-risking. Market expansion - We are placing even greater emphasis on customers' needs and reinforcing the Sales, M&A, Performance Partner and Innovation & Digitalization focus areas. In this connection, we will continue to seize growth opportunities, primarily in our core areas as well as in directly adjacent markets. As we pursue our path of sustainable profitable growth, we will set even more ambitious targets than before. In light of the changed economic, political and social environment, Bilfinger enhanced its strategic focus and presented new mid-term targets for 2030 at the Capital Markets Day 2025: The company aims to achieve average annual revenue growth of 8 to 10 percent (including acquisitions). During the same period, the EBITA margin is to be increased to between 8 and 9 percent and the cash conversion rate to at least 90 percent. Sustainability at Bilfinger Our business model focuses on enhancing our customers' efficiency and hence their sustainability. At the same time, we are continually improving our own sustainability. In 2025, for example, we reduced our Scope 1, 2 and 3 greenhouse gas emissions by 4 percent. Moreover, the safety of our employees is a key priority. In the prior year, we significantly reduced the lost time injury frequency rate - the number of work-related accidents resulting in lost working days per million working hours - to 0.18 from 0.32 in the year before. The learning and development of our skilled personnel is another key sustainability indicator at Bilfinger. These efforts are also being recognized externally: Bilfinger was once again awarded Gold in the EcoVadis Ranking. Strategic priorities in 2026 In 2026, Bilfinger will concentrate on implementing its enhanced strategy. We are accelerating our sustainable profitable growth, also by way of acquisitions. In addition, we will make greater use of the potential offered by digitalization and artificial intelligence to create added value for our customers. Starting in 2026, Bilfinger is systematically realigning its segment structure -with a focus on the regional positioning of our business and accordingly greater proximity to the market. This will enable us to better meet our customers' needs, achieve our strategic goals sooner and, at the same time, create greater transparency in our dealings with the capital market. Outlook for 2026 Bilfinger has set itself ambitious targets also for 2026. For the year, we anticipate revenue of between €5.4 billion and €5.9 billion and an EBITA margin of 5.8 percent to 6.2 percent. Free cash flow is expected to be between €250 million and €300 million. In this way, we will lay the groundwork for achieving our mid-term targets for 2030. 2026 will be a year of transition on this path. In light of the volatile market environment, Bilfinger assumes that the higher growth rate targeted will be felt notably toward the end of the period - buoyed by an expected recovery in the macroeconomic environment. Letter to shareholders Thanks to our shareholders and employees The strategic progress and operational achievements of 2025 would not have been possible without the trust of our shareholders, the commitment of our employees and the collaborative partnership with customers and suppliers. We would like to express our sincere thanks to all of you. Looking to the years ahead, we remain determined to expand our position as the preferred performance partner for enhancing efficiency and sustainability in industry. Thomas Schulz Matti Jäkel CEO CFO Thomas Schulz, CEO Matti Jäkel , CFO Executive Board of Bilfinger SE ‌Executive Board of Bilfinger SE Dr. Thomas Schulz (CEO) Born 1965 in Saarland, Germany Matti Jäkel (CFO) Born 1961 in Düsseldorf, Germany Professional career Professional career 2022 Chief Executive Officer at Bilfinger SE, Mannheim (Germany) 2022 Member of the Executive Board and Chief Financial Officer Bilfinger SE, 2013 - 2022 FLSmidth A/S, Copenhagen (Denmark), Group Chief Executive Officer Mannheim (Germany) 2001 - 2013 Sandvik AB, Stockholm (Sweden), 1989 - 2022 Bilfinger SE, Mannheim most recently President SANDVIK Construction 2020 - 2022 Executive President Division Other Operations 1998 - 2001 Svedala Industri AB, Malmö (Sweden), Business Area Manager 2017 - 2019 Finance Director Region MMO Continental Europe 2014 - 2016 Finance Director Division Industrial Maintenance Academic career 2010 - 2013 CFO Bilfinger Industrial Services GmbH Engineering studies and doctorate in mining at RWTH Aachen University 2007 - 2010 CFO Bilfinger Berger Ingenieurbau GmbH (Germany) 2006 - 2007 CFO Bilfinger Berger Hochbau GmbH 2000 - 2006 CFO Fru-Con Construction Corp. 1997 - 2000 Finance Director Civil Engineering Division Baulderstone Hornibrook Pty. Ltd. and Finance Director BHBB M5 East Joint Venture From 1989 Various technical and commercial positions at Bilfinger + Berger Bauaktiengesellschaft Academic career Civil engineering studies, TU München (Germany) Business administration studies, Henley Management College / Brunel University (UK) Report of the Supervisory Board ‌Report of the Supervisory Board Dear Shareholders, Dr. Eckhard Cordes Chairman of the Supervisory Board Bilfinger delivered a stable performance against a volatile economic backdrop in financial year 2025. All forecasts for business development were either met or exceeded. At €5,678.6 million, orders received in financial year 2025 were 6 percent higher than in the previous year. Demand from customers in the energy, oil & gas as well as in the pharma & biopharma sectors remained strong. Conditions in the chemical and petrochemical industries, on the other hand, remained challenging. Revenues rose by 8 percent to €5,427.0 million. Significant growth was recorded in the energy and pharma & biopharma customer industries, while revenues from customers in the chemical and petrochemical industries were lower than in the previous year due to ongoing economic uncertainty. EBITA increased to €298.9 million, and the EBITA margin rose from 5.2 percent in the previous year to 5.5 percent. The increase is primarily a reflection of improved operational efficiency. Net profit reached €176.0 million. Free cash flow developed particularly well, increasing from €188.9 million in the previous year to €329.9 million as a result of further improvements in working capital management. The cash conversion rate significantly exceeded the forecast, rising to 110 percent. Over the course of the past year, Bilfinger revised its strategy based on developments from the past three years and communicated the results in December 2025. The revision led to a sharpening of individual elements, without fundamentally changing the strategy and targets. The updated strategy aims to strengthen customer focus in order to accelerate sustainably profitable growth. As a result, Bilfinger's internal organization will be further developed and the reporting structure will be converted to the uniform geography-based segments Western Europe, Central Europe, and International. The Supervisory Board and the committees continued to focus on advising and monitoring the Executive Board in the implementation of the Group's enhanced strategy. Compliance with legal and quasi-legal requirements was also monitored. Report of the Supervisory Board Overall, the activities of the Supervisory Board and its committees in the reporting year were, once again, characterized by a trusting and constructive cooperation among the members. On this basis, it was possible for the Supervisory Board to satisfy its monitoring and advisory function and thus its responsibilities as a corporate body. Cooperation between Supervisory Board and Executive Board During financial year 2025, the Supervisory Board performed the duties incumbent upon it in an orderly manner in accordance with the law, the Articles of Association and the Rules of Procedure. The Executive Board and the Supervisory Board worked together in a spirit of mutual trust within the scope of their responsibilities and for the benefit of the company. The Executive Board informed the Supervisory Board and its committees regularly, without delay and comprehensively both in writing and orally, of all important issues of relevance to the company, particularly with regard to strategy, planning, business development, risk situation, risk management and compliance. Cooperation with the Executive Board was characterized by an open and detailed dialog. The Supervisory Board reviewed, openly and critically discussed in detail and evaluated the reports from the Executive Board. The content and scope of reporting from the Executive Board fulfilled the requirements set out by the law. The Supervisory Board continuously and thoroughly monitored the work of the Executive Board, also on the basis of this reporting, and provided advice regarding the management, strategic positioning and development of the company, especially with regard to the further development of the strategy. The Supervisory Board was regularly involved directly and at an early stage, in particular when it came to decisions of fundamental importance for the company. The primary benchmarks for the supervision of the Executive Board by the Supervisory Board remained the legality, correctness, suitability and profitability of the Group-wide management of the business by the Executive Board. In addition to the reports prepared by the Executive Board, the Supervisory Board also received supplementary information from the Executive Board on a regular basis as well as whenever required. Between the scheduled meetings, the Chairman of the Supervisory Board and the Group CEO were in regular exchange. Article 13 Paragraph 1 of the Articles of Incorporation of Bilfinger SE and a catalog prepared by the Supervisory Board, embedded in the Rules of Procedure for the Executive Board and the Strategy Committee, list the transactions and measures of fundamental importance which require the approval of the Supervisory Board or one of its committees. The Supervisory Board or the Strategy Committee decided on transactions and measures submitted to the Supervisory Board in the reporting year and requiring its approval after reviewing them and discussing them with the Executive Board. Supervisory Board meetings In the reporting year, the Supervisory Board held five ordinary meetings and one extraordinary meeting. Four meetings were held in the form of a face-to-face session (with the possibility of participation in virtual form) and two meetings were held as a virtual session via video conference. In addition, the Supervisory Board made two decisions in the proceedings by email. There were no meetings held as a telephone-only conference call. The regular meetings were held on February 28, May 13, August 12, November 11 and December 10/11. The extraordinary meeting was held on January 30. The average attendance rate of all Supervisory Board members at meetings of the Supervisory Board and its committees was 100,00 percent in the reporting year. No member of the Supervisory Board attended fewer than half of the meetings in the reporting year. The following overview shows which Supervisory Board meetings and committee meetings the individual members participated in: Report of the Supervisory Board Committee Agnieszka Othman Vanessa Barth Stephan Brückner Dr. Roland Busch Dr. Eckhard Cordes Evert Doornbos Rainer Knerler Frank Lutz Dr. Silke Maurer (previously Al-Selwi) Robert Schuchna Jörg Sommer Dr. Bettina Volkens Supervisory Board January 30, 2025 (virtual) • • • • • • • • • • • • February 28, 2025 • • • • • • • • • • • • May 13, 2025 • • • • • • • • • • • • August 12, 2025 (virtual) • • • • • • • • • • • • November 11, 2025 • • • • • • • • • • • • December 10/11, 2025 • • • • • • • • • • • • Presiding Committee January 30, 2025 - • - • - • - - - - - • February 27, 2025 - • - • - • - - - - - • November 4, 2025 - • - • - • - - - - - • December 3, 2025 - • - • - • - - - - - • Report of the Supervisory Board Committee • = Participation (in individual cases also virtual or by telephone) X = Excused non-participation - = No members ◊ = Attendance as expert guest In the reporting year, the members of the Executive Board generally attended the meetings of the Supervisory Board unless it was deemed appropriate for the Supervisory Board to discuss individual issues without the participation of the Executive Board. Each Supervisory Board meeting also includes an agenda item providing an opportunity for discussion without participation by the Executive Board. Topics in the plenary sessions Current business developments and the situation of the company and the Group were regularly discussed at the meetings of the Supervisory Board. Other key topics discussed by the full Supervisory Board during the reporting year included the financial situation along with quarterly Agnieszka Othman Vanessa Barth Stephan Brückner Dr. Roland Busch Dr. Eckhard Cordes Evert Doornbos Rainer Knerler Frank Lutz Audit Committee February 26, 2025 • - • - - - • May 12, 2025 • - • - - - • August 12, 2025 (virtual) • - • - - - • November 10, 2025 • - • - - - • Strategy Committee January 30, 2025 - • - • • • • February 28, 2025 - • - • • • • April 30, 2025 - • - • • • • July 10, 2025 - • - • • • • October 16, 2025 - • - • • • • Dr. Silke Maurer (previously Al-Selwi) Robert Schuchna Jörg Sommer Dr. Bettina Volkens - - • - - - • - - - • - - - • - - • - - - • - - - • - - - • - - Meeting participation rate for each Supervisory Board member in % 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 Total meeting participation rate of the members of the Supervisory Board in % 100.00 - • - - financial statements, the situation and development in individual business areas, the 2025 Annual General Meeting as well as Executive Board personnel matters and remuneration. In addition, the Supervisory Board, together with its Audit Committee, supported and monitored the issues ESG, compliance, the compliance management system and the internal control system, in particular their systemic effectiveness and further development. In the reporting year, a particular focus was on supporting the further development of the Group's strategy in preparation for Capital Markets Day 2025. In addition, the Supervisory Board dealt with the following key topics in detail at its meetings: At the extraordinary meeting on January 30, 2025, the Supervisory Board discussed the 2025 budget and medium-term planning for 2026 to 2029. Report of the Supervisory Board On February 28, 2025, the Supervisory Board also discussed in particular the declaration of corporate governance, the remuneration report, the sustainability declaration, the annual and consolidated financial statements and the combined management report, the Supervisory Board report, the agenda and proposed resolutions for the Annual General Meeting, and the external efficiency review. At the meeting on May 13, 2025, the Supervisory Board also discussed, in particular, an update on the external efficiency review and the Science Based Target initiative and its implementation within the Group. At the meeting on August 12, 2025, the Supervisory Board dealt in particular with the preparations for the Capital Markets Day 2025 and discussed the results of the external efficiency review (self-assessment). On November 11, 2025, the Supervisory Board dealt in particular with the sustainability reporting and the declaration of compliance. At the meeting on December 10/11, 2025, the Supervisory Board discussed in particular the 2026 budget and the medium-term planning for 2027-2030, the Annual General Meeting and Supervisory Board election in 2026, corporate governance topics and reports, information and IT security and compliance. The Supervisory Board also resolved the annual declaration of compliance with the GCGC pursuant to Section 161 of the German Stock Corporation Act (AktG). As Mr. Frank Lutz had resigned from the Supervisory Board effective December 31, 2025, a decision was also made at this meeting regarding the new composition of the committees as of January 1, 2026. Mr. Robert Schuchna, Dr. Silke Maurer, and Dr. Bettina Volkens became new members of the Audit, Strategy, and Nomination Committees, respectively. Dr. Roland Busch became Chairman of the Audit Committee. The members of the Supervisory Board are responsible for the training and continuing education measures that are necessary for them to perform their duties, such as on changes in the legal framework, and are supported in this by the company, also in terms of costs. Internal training sessions or presentations are primarily held on current topics and legal changes of particular relevance to the Supervisory Board. These training sessions are generally held during meetings; in the reporting year, for example, they covered the areas of ESG and compliance. The members of the Supervisory Board remain connected to Bilfinger's system for regular online training on compliance issues. Work of the committees The Supervisory Board of Bilfinger SE had four committees in the reporting year: Presiding Committee, Audit Committee, Strategy Committee and Nomination Committee. The current composition of the committees is presented in Chapter Boards of the company . The meetings and resolutions taken by the committees, especially the meetings of the Audit Committee, Presiding Committee and Strategy Committee, were, depending on the topic, prepared through reports and other information from the Executive Board. The chairmen of the committees reported on the activities and meetings of the committees at the subsequent meeting of the Supervisory Board. Presiding Committee In addition to the Chairman of the Supervisory Board and the Deputy Chairman (who are also the Chairman and Deputy Chairman of the committee), this committee comprises one further shareholder representative and one further employee representative. The duties of the Presiding Committee include, in particular, dealing with Executive Board personnel and remuneration matters, including potential conflicts of interest. Insofar as these issues are to be dealt with by the full Supervisory Board in accordance with the German Stock Corporation Act (AktG) or the recommendations of the German Corporate Governance Code (GCGC), the Presiding Committee prepares the topics for the meetings of the full Supervisory Board and makes recommendations for appropriate resolutions. Four ordinary meetings of the Presiding Committee were convened in the reporting year. All four meetings were conducted in person (with the possibility to participate virtually). The Presiding Committee in the reporting year also dealt in particular with remuneration matters relating to the bonus components of the Executive Board´s remuneration and succession planning. Audit Committee The Audit Committee consists of two representatives each from the shareholders and employees. The previous Chairman of the Committee, Mr. Frank Lutz, and the Audit Committee member Dr. Roland Busch both meet the statutory requirements for expertise in the field of accounting and auditing. Consequently, Mr. Frank Lutz and Dr. Roland Busch have special knowledge and experience in the application of accounting principles and internal control and risk management systems as well as in the auditing of financial statements, including sustainability reporting and the auditing of such reporting. Report of the Supervisory Board The Audit Committee monitors the accounting, the accounting process as well as the appropriateness, functionality and effectiveness of the internal control system, the risk management system - including ESG risks - and the audit system. It also deals with compliance issues and the compliance management system. Auditing issues and auditors are also within the scope of the Audit Committee. The Audit Committee prepares the agreements with the auditor and takes appropriate measures to establish and monitor the auditor's independence. The Audit Committee regularly assesses the quality of the audit of the consolidated financial statements. The Audit Committee also supports the Supervisory Board in monitoring compliance with regulatory requirements in the ESG area and is responsible for the preliminary review of the sustainability declaration for the Supervisory Board. The Audit Committee convened for four regular meetings in the past reporting year. One of these was held as a virtual meeting via video conference and all other sessions were held in the form of a face-to-face meeting (with the option to participate in virtual form). The committee dealt in partiular with the annual and consolidated financial statements for 2024, together with the combined management report, the quarterly statements and the half-year report for 2025. Representatives of the auditor participated in all meetings of the Audit Committee, with the exception of the May meeting, and reported in detail on the results of the audit of the individual and consolidated financial statements 2024, the auditor's review of the half-year report as of June 30, 2025, and on the significant findings and statutory amendments and developments in the area of accounting and auditing for the work of the Audit Committee. The chairman of the Audit Committee also met individually with the Group CFO outside the committee meetings and discussed, among other things, the annual financial statements, the interim financial reports and additional finance topics. The Audit Committee generally considered it necessary for the Group CFO to attend the meetings, in particular those with the auditors. In accordance with the recommendations of the GCGC, each Audit Committee meeting, with the exception of the May meeting, included an agenda item that provides an opportunity for consultation with the auditor without the Executive Board. The chairman of the committee also regularly discussed the progress of the audit with the auditor outside the meetings and reported to the committee on this item. The Audit Committee examined the independence of the auditor and recommended to the Supervisory Board that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Mannheim branch, be proposed to the 2025 Annual General Meeting for election as auditor. The Audit Committee is not aware of any reasons to doubt the external auditor's impartiality. The committee issued the audit assignment to the auditor elected by the Annual General Meeting for the reporting year, defined the focus of the audit, and reached agreement on the fees. It also reviewed and approved the non-audit services to be provided by the auditor, insofar as these were consistent with the established guidelines and other requirements, and ensured compliance with the fee limit for such services. The Audit Committee received quarterly reports on the development of the risk situation and the control system from Group Finance and Group Risk Management (including Group Internal Control System), Group Internal Audit, Group Investigations and Group Compliance and an annual report from Group HSEQ, which were also partially made available to the full Supervisory Board. The executive managers of the respective departments discussed these reports at the meetings of the Audit Committee. The Audit Committee also receives a detailed report on the development of risks arising from legal disputes on a quarterly basis. The Chief Compliance Officer reported regularly to the Committee on his activities and on the status of the compliance management system and its further development. In addition, he was in personal contact with the Chairman of the Audit Committee during the reporting year. The Audit Committee reviewed the functionality and effectiveness of the internal control system and the risk management system in relation to the accounting process. The Audit Committee is of the opinion that the internal control system, the internal auditing system and the risk management system including the risk early warning system meet the legal demands that are made of them. The Audit Committee accompanies the implementation of improvement measures and will ensure that the ongoing development of these systems remains a priority in the future. The focus in the reporting year remained on current and future regulatory requirements for sustainability reporting and their implementation. In an internal training session, representatives of the auditor informed the members of the Audit Committee regarding the topic of sustainability reporting 2025. Nomination Committee In line with the recommendation of the GCGC, the Supervisory Board has formed a Nomination Committee. The committee consists of the Chairman of the Supervisory Board (as committee chairman) and two other shareholder representatives and recommends suitable candidates to the Supervisory Board for its proposals for the election of Supervisory Board members to the Annual General Meeting. In the reporting year, the members of the Nomination Committee dealt with the selection of candidates for the Supervisory Board elections at the 2026 Annual General Meeting. Discussions and interviews with candidates took place outside of formal meetings. Report of the Supervisory Board Strategy Committee The Strategy Committee consists of the Chairman of the Supervisory Board (as chairman) and five other members of the Supervisory Board and has equal representation. It accompanies the corporate strategy and principles of Group organization (with the exception of personnel issues), including their fundamental implementation. In terms of the fundamental matters of corporate strategy, it prepares any potential resolutions of the Supervisory Board and should formulate relevant recommendations for the Supervisory Board. It is also responsible for the decisions on legal and other transactions subject to approval that were assigned to it. The Strategy Committee convened for four ordinary meetings and one extraordinary meeting in the reporting year. All meetings were held in person (with the possibility of participation via video conference). The Strategy Committee also took ten decisions in an email-based process. At its meetings in the reporting year, the Strategy Committee dealt in particular with the further development of the Group strategy and the individual segments with the regions and business lines allocated to them as well as the M&A strategy. Moreover, the committee dealt in detail with selected transaction projects and legal transactions requiring approval, in particular major projects and contracts. Corporate governance and declaration of compliance In the reporting year, the Supervisory Board again dealt in detail with questions of corporate governance and with the requirements of the GCGC. In accordance with the recommendations of the GCGC and in consultation with the Executive Board, the Chairman of the Supervisory Board held discussions with investors on Supervisory Board-specific topics in an appropriate framework. In December 2025, the Executive Board and Supervisory Board jointly issued the annual declaration of compliance with the GCGC pursuant to Section 161 AktG. The current joint declaration of compliance from the Executive Board and the Supervisory Board as well as the previous declarations are available on the company's website for a period of at least five years. In addition, the Executive Board also reports in detail on corporate governance at Bilfinger for the Supervisory Board in Chapter Declaration of corporate governance with corporate governance report. In the reporting year, no conflicts of interest of members of the Executive Board or Supervisory Board arose that would have had to be disclosed to the Supervisory Board without delay. In the reporting period, there were no related-party transactions subject to disclosure requirements in accordance with Section 111a Subsection 1 Sentence 2 and Section 111b Subsection 1 AktG. Self-assessment In accordance with the recommendations of the GCGC, the Supervisory Board conducts regular reviews, at least every two years, of the effectiveness of the work of the full Supervisory Board and the committees (so-called self-assessments/efficiency reviews), alternating between internal and external audits. In the reporting year, the Supervisory Board assessed the efficiency of its activities and those of its committees with the support of an external, independent consultant. The efficiency review conducted by means of a self-assessment of the Supervisory Board and its committees resulted in a positive to very positive opinion on all topics. No fundamental weaknesses were identified. The Supervisory Board explored the potential for further optimization of the work in the Plenum and the committees in individual areas. The next self-assessment, which is expected to be internal, is scheduled for the 2027 financial year. Audit of the company and consolidated financial statements PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, branch office Mannheim, as appointed auditor, has audited the annual financial statements and the combined management report of Bilfinger SE and the Group prepared by the Executive Board in accordance with the German Commercial Code (HGB) for financial year 2025 and has issued them with an unqualified audit opinion. The responsible auditor at PricewaterhouseCoop-ers GmbH Wirtschaftsprüfungsgesellschaft for Bilfinger is Mr. Dirk Fischer. The consolidated financial statements of Bilfinger SE for financial year 2025 were prepared on the basis of the International Financial Reporting Standards (IFRS) as adopted by the European Union and in accordance with Section 315e Subsection 1 of the German Commercial Code (HGB). The consolidated financial statements were also issued with an unqualified audit opinion by the auditors. The audit assignment had been issued by the Audit Committee of the Supervisory Board in accordance with the resolution of the Annual General Meeting of May 14, 2025. The aforementioned financial statements, the audit reports of the external auditors and the proposal of the Executive Board on the appropriation of profits were provided to all members of the Supervisory Board in an orderly manner and in good time. The Audit Committee of the Supervisory Board, in preparation for the review and discussion of these documents by the plenary Report of the Supervisory Board session of the Supervisory Board, discussed the financial statements and the audit reports as well as the proposal on the appropriation of distributable earnings, with the proposal for a dividend distribution, in the presence of the external auditors. In this context, the Audit Committee dealt in particular with the especially important key audit matters described in the Auditor's Report, including the audit treatments undertaken by the auditors. In addition, the Audit Committee had the auditor report on the collaboration with Group Audit, Group Finance, Group Risk Management (including Group Internal Control System) and others in positions relating to risk management and on the effectiveness of the internal control and risk management systems, in particular with regard to accounting, whereby the auditor stated that no significant weaknesses were found. Against this backdrop and in accordance with its own considerations, the Audit Committee is of the opinion that the internal control system, the internal auditing system and the risk management system, including the risk early recognition system, meet the demands that are made of them, but should be continually optimized. In addition, the Audit Committee discussed with the auditor his audit opinion on the sustainability declaration for financial year 2025 of Bilfinger SE which is part of the combined management report. The Supervisory Board undertook a detailed review of the annual financial statements, the consolidated financial statements and the combined management report of Bilfinger SE and the Group for 2025, as well as the proposal of the Executive Board on the appropriation of distributable earnings - following an explanation of these documents by the Executive Board - and dealt with these matters at its meeting on February 27, 2026. The audit from the Supervisory Board also covered the sustainability declaration 2025 of Bilfinger SE. The external auditors, represented by the two auditors who signed the respective audit opinion, also participated in the meeting on February 27, 2026. They explained the audit and responded to questions from the Supervisory Board on the results of the audit as well as its form and scope and, in this regard, went into detail for particularly important key audit matters including the audit treatments that were undertaken. They also discussed with the Supervisory Board the internal control and risk management system, in particular as it relates to the accounting process. The Supervisory Board shares the opinion of the Audit Committee on the effectiveness of these systems, including the pursuit of ongoing improvement. The Supervisory Board was convinced that the audit by the external auditors was conducted in a proper manner. In concurrence with the recommendation of the Audit Committee, the Supervisory Board took note of and approved the results of the audit conducted by the external auditors. Following the final results of the Supervisory Board's own review carried out on this basis, there were no objections made; this applied, in particular, to the declaration of corporate governance with corporate governance report, namely to the extent that its components are to be analyzed by the Supervisory Board alone. At its meeting held on February 27, 2026, the Supervisory Board approved the annual and consolidated financial statements and the combined management report for the 2025 financial year as submitted by the Executive Board. The company's financial statements for financial year 2025 were thus adopted. The Supervisory Board, in its assessment of the situation of the company and the Group, is in agreement with the assessment made by the Executive Board in its combined management report. The Supervisory Board consents to the proposal of the Executive Board on the appropriation of distributable earnings, particularly with regard to the stringency of accounting and dividend distribution policy, the effects on liquidity, creditworthiness and future financing needs, as well as with consideration of shareholders' interests. In accordance with the recommendation of the Audit Committee, it consents to the Executive Board's proposal for the appropriation of distributable earnings and to the proposed dividend distribution. In addition, the auditor, following the relevant commissioning by the company, voluntarily reviewed the accuracy of the content of the remuneration report 2025 and issued an unqualified audit opinion. At its meeting on February 27, 2026, the Supervisory Board examined the remuneration report in detail in the presence of the auditor and resolved, together with the Executive Board, to approve the report. The remuneration report 2025 will be submitted to the Annual General Meeting 2026 for approval and will be available on the company's website for a period of 10 years. Executive Board personnel matters There were no changes to the Executive Board in the reporting year. Dr. Thomas Schulz (Chairman of the Executive Board and Group CEO) and Mr. Matti Jäkel (Member of the Executive Board and Group CFO) continued to form the Executive Board in the reporting year. Supervisory Board personnel matters On October 1, 2024, Mr. Werner Brandstetter resigned from his position as an employee representative on the company's Supervisory Board with effect from the end of December 31, 2024. In place of Mr. Werner Brandstetter, the SE Works Council appointed Mr. Evert Doornbos as an employee representative on the Supervisory Board of Bilfinger SE on October 16, 2024, with effect from January 1, 2025, for the remainder of Mr. Werner Brandstetter's term of office. There was also a corresponding change of personnel in the Strategy Committee: Mr. Evert Doornbos succeeded Mr. Werner Brandstetter. Report of the Supervisory Board Mr. Frank Lutz resigned from his position with effect from December 31, 2025. The Mannheim Local Court, at the request of the Executive Board and in consultation with the Supervisory Board, then appointed Mr. Ebrahim Attarzadeh as a shareholder representative to the Supervisory Board of Bilfinger SE on January 9, 2026. Mr. Ebrahim Attarzadeh accepted the Supervisory Board mandate. Mr. Ebrahim Attarzadeh will stand for election to the Supervisory Board at the 2026 Annual General Meeting. In financial year 2025, Dr. Eckhard Cordes (Chairman), Dr. Roland Busch, Mr. Frank Lutz, Dr. Silke Maurer, Mr. Robert Schuchna and Dr. Bettina Volkens represented the shareholders on the Supervisory Board. The employee representatives on the Supervisory Board are Mr. Stephan Brückner (Deputy Chairman), Ms. Vanessa Barth, Mr. Evert Doornbos, Mr. Rainer Knerler, Ms. Agnieszka Othman (formerly Al-Selwi) and Mr. Jörg Sommer. The assessment of the members of the Supervisory Board, in particular the shareholder representatives regarding their own independence can be found in Chapter Declaration of corporate governance with corporate governance report . The duration of each person's membership in the Supervisory Board can be found in Chapter Boards of the company . The current members of the Supervisory Board are, as a whole, familiar with the sector in which the company operates. Thanks to Executive Board and employees The Supervisory Board would like to thank the members of the Executive Board and all employees for their active commitment and constructive cooperation in the past financial year. Adoption of this report The Supervisory Board adopted this report at its meeting on February 27, 2026, in accordance with Section 171 Subsection 2 of the German Stock Corporation Act (AktG). For the Supervisory Board Dr. Eckhard Cordes Chairman of the Supervisory Board Mannheim, February 27, 2026 Declaration of corporate governance with corporate governance report ‌A.4 Declaration of corporate governance with corporate governance report In the following declaration of corporate governance issued in accordance with Sections 289f and 315d of the German Commercial Code (HGB), the Executive Board and the Supervisory Board report on the company's corporate governance in the reporting year in accordance with Principle 23 of the German Corporate Governance Code (GCGC) in the version dated April 28, 2022. The explanations apply to both Bilfinger SE and the Bilfinger Group, unless presented otherwise. The declaration of corporate governance with the corporate governance report is published at the latest together with the consolidated financial statements and the combined management report and is then also available on the company's website. This and previous versions of the declaration of corporate governance are available for at least five years in accordance with the GCGC. ----- In December 2025, the Executive Board and Supervisory Board of Bilfinger SE approved the following declaration pursuant to Section 161 AktG: Declaration from the Executive Board and the Supervisory Board of Bilfinger SE on the recommendations of the "Government Commission German Corporate Governance Code" pursuant to Section 161 of the German Stock Corporation Act (AktG) Since the last declaration of compliance was issued in December 2024, Bilfinger SE has complied with all recommendations of the German Corporate Governance Code as amended on April 28, 2022, published by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger), and will continue to comply with them in the future. Mannheim, December 2025 For the Supervisory Board For the Executive Board Dr. Eckhard Cordes Dr. Thomas Schulz ----- This declaration of compliance is also published on the company's website and is updated when changes occur as well as independent of any changes at least once a year. This and previous versions are available for at least five years in accordance with the GCGC. Significant principles and practices of good governance Within the scope of our activities on behalf of the company, we observe the generally recognized principles of responsible corporate governance. For Bilfinger, corporate governance most importantly means ethically and legally responsible behavior toward shareholders, employees, business partners, society and the environment. It determines the actions of our executives and the management and supervisory bodies of Bilfinger SE in particular and, according to general understanding, encompasses the entire system of management and supervision of a company, including its organization and management, its business principles and guidelines as well as the internal and external control and monitoring mechanisms. A comprehensive and transparent corporate governance ensures the responsible, value-oriented and sustainable management and control of the company and is therefore a top priority for Bilfinger. It forms the basis of our decision-making and control processes. It forms the foundation for sustainable business success and fosters trust among our shareholders, customers, employees, business partners and the financial markets. German Corporate Governance Code Bilfinger supports the goal set out by the GCGC of enhancing the transparency and compre-hensibility of the dual German corporate governance system and fostering trust among national and international investors, customers, employees as well as the public and other stakeholders in the management and supervision of German listed companies. Bilfinger SE complies with all recommendations of the GCGC and also follows its non-binding suggestions. Principles of our actions, Code of Conduct and adherence to human rights due diligence obligations Our corporate practices are shaped by integrity, fairness, transparency and appreciation, both internally with employees and externally with business partners and the general public. We take responsibility for our business activities, which we align with Group-wide standards. They are based on our corporate values as they are laid out in our Mission Statement, our Group Principles, the Group Statement of Principles on Human Rights and the Group policies. To achieve a lastingly stable and thus sustainable company success on this basis, it is Declaration of corporate governance with corporate governance report our goal that our business activities are also aligned with the needs of people, the environment and society. For further information, please also refer to the Chapter Sustainability statement . We have defined the most important principles in our Code of Conduct. It provides all employees of Bilfinger SE and the Group with orientation for responsible, compliant and proper conduct in daily business. It serves as a blueprint for ethical-legal values and obligations in the company. The Code of Conduct and the substantiated Group policies are regularly reviewed and adjusted for current needs and developments. They are binding for members of the com-pany's boards and all employees worldwide. The Code of Conduct is available on the Bilfinger website. The German Act on Corporate Due Diligence to Prevent Human Rights Violations in Supply Chains ( Supply Chain Due Diligence Act ), which took effect on January 1, 2023, requires companies based in the Federal Republic of Germany and their subsidiaries to exercise due diligence in their supply chains with regard to human rights and environmental issues. The objective is to prevent or minimize human rights or environmental risks or to end violations of human rights or environmental obligations. In this context, the Executive Board of Bilfinger SE, already in 2022, established a risk management system for compliance with due diligence obligations which is fully integrated into the Bilfinger Compliance Management System (CMS), and appointed a Group Human Rights Officer. This officer is responsible for monitoring risk management to ensure compliance with human rights.. Risk management is anchored Group-wide in all relevant business processes through appropriate measures.The Executive Board of Bilfinger SE adopted a Statement of Principles on Human Rights already in 2022. It is binding throughout the Group and published on the company's website. This Statement of principles is classified as an overriding governance document together with the Bilfinger Code of Conduct and it describes the procedures Bilfinger uses to meet its due diligence obligations under the German Supply Chain Due Diligence Act. Transparency Bilfinger SE informs participants in the capital market and interested members of the general public promptly, regularly and adequately regarding the economic situation of the Group and new relevant facts. The Annual Report, the half-year report and all quarterly statements are published in due time on the legally designated platforms and, in addition, on the company's website. We also provide information on current events and developments in press releases or ad hoc announcements required by law.. More extensive information on the Group can be found on the company's website. All scheduled dates for important recurring publications or events, such as the Annual General Meeting, the Annual Report, the quarterly statements, the interim report or the company's Capital Markets Day, are summarized in a financial calendar and are also available on the website. In accordance with Recommendation A.6 of the GCGC, the Chairman of the Supervisory Board is also prepared, where necessary and in consultation with the Executive Board, to conduct discussions with investors on topics specific to the Supervisory Board. Compliance and basic features of the compliance management system Integrity, legal responsibility and compliance are inseparable from our daily business operations. Our objective is to ensure that all employees worldwide always fulfill their tasks in accordance with applicable laws, internal governance rules, in particular the Group policies, internationally recognized standards of behavior and - accepted - voluntary commitments. The comprehensively designed elements of the Bilfinger compliance management system are based on the principles of the Bilfinger Code of Conduct together with the so-called prevent -detect - respond model. They pursue the objective of preventing compliance violations through preventive measures, recognizing early any type of misconduct and, in the case of confirmed violations, reacting quickly and consistently punishing misconduct. Supporting Group units through compliance directors and managers as well as local compliance representatives, training courses and regular internal communication ensures that all employees are familiarized with the Code of Conduct and all relevant compliance Group policies, including their amendments and updates. In addition, a Compliance Help Desk offers a central point of contact for comprehensive advice for all employees on relevant compliance topics. We have also embedded appropriate compliance controls in our internal control system. All of our employees are required to report possible compliance violations. Such reports can also be made anonymously through the whistleblower system, which is not only available internally, but also to external third parties. Internal whistleblowers are particularly protected against reprisals. Information provided as well as other possible violations of compliance rules are carefully reviewed as part of our internal investigation process to determine and prove possible misconduct. Any indications of particularly serious compliance violations are assessed by an independent, cross-departmental committee ( Independent Allegation Management Committee - IAMC ). A separate committee ( Disciplinary Committee ) meets on an ad hoc basis - once a case has been referred to it by the IAMC - to discuss disciplinary measures against employees in connection with a violation of the Bilfinger Code of Conduct.. Findings from the internal investigations are used to continually improve the compliance management Declaration of corporate governance with corporate governance report system with regard to the effectiveness of processes and controls. To manage and monitor the organization as well as the implementation and further development of the entire Bilfinger compliance management system, there is a Compliance Review Board. This body consists of the members of the Executive Board as well as the heads of the Group Functions and convenes under the chairmanship of the Chief Compliance Officer. Group Audit verifies the implementation of the compliance management system and the implementation of the compliance Group policies within the scope of internal audits in the individual Group units. We also formulate clear compliance requirements for our business partners, because integrity and compliant behavior are a vital precondition for any relationship to proceed in a spirit of trust. For this reason, we work to ensure, in the selection of our direct business partners, that they comply with the laws, follow ethical principles and also operate this way in the supply chain. We apply a risk-based due diligence process to audit our business partners before entering into a business relationship and during the business relationship as part of ongoing and incident-related risk analyses. For certain third parties classified as very risky, there are also, in individual cases, audits conducted during the business relationship and controls by Group Audit. The appropriateness and effectiveness of the Bilfinger compliance management system are continuously reviewed and optimized by us to ensure that regulatory requirements, market changes and the needs of our customers are taken into account. This is accomplished, among other things, through regular audits that take place as part of our certification in accordance with the ISO standard 37301. The continuing effectiveness of the Bilfinger compliance management system is a top priority for Bilfinger. Description of the working methods of the Executive Board and Supervisory Board as well as the composition and working methods of their committees Bilfinger SE is a European stock corporation headquartered in Germany and is subject in particular to the special European SE regulations and the German law on implementing a European Company as well as the German SE Employee Involvement Act. It has a dual management and control structure consisting of the Executive Board and the Supervisory Board. The two boards work in close cooperation for the benefit and in the interest of the company.. The Articles of Incorporation as well as the Rules of Procedure for the Supervisory Board are also published on the company's website. The third corporate body is the Annual General Meeting, which is responsible in particular for fundamental decisions in accordance with statutory regulations. Executive Board The members of the Executive Board are appointed by the Supervisory Board. Throughout the reporting year, the Executive Board consisted of two members, Dr. Thomas Schulz (Chairman of the Executive Board and Group CEO) and Mr. Matti Jäkel (Member of the Executive Board and Group CFO). Information on the responsibilities and memberships of the members of the Executive Board can be found in the Chapter Boards of the company . The curricula vitae of the members of the Executive Board are available on the company's website. The Executive Board manages the company in its own responsibility in the interests of the company, which means in the interests of shareholders, employees, business partners, other groups affiliated with the company, including the public, with the aim of sustainably increasing enterprise value. In this context, the Executive Board also takes into account sustainability matters relating to environmental, social and governance (ESG) issues. Responsibility for sustainability issues lies with the Executive Board as a whole. It represents the company to third parties. The members of the Executive Board are jointly responsible for the overall management of the company. The responsibilities of the Executive Board include fundamental issues of business policy and corporate strategy, including the sustainability strategy, corporate planning, its implementation, information and coordination with the Supervisory Board as well as the management and monitoring of the operating Group units and businesses of Bilfinger SE and the Bilfinger Group. The Executive Board ensures that the risks and opportunities for the company associated with social and environmental factors and the ecological and social impact of the company's activities are systematically identified and assessed in accordance with relevant legal requirements. In addition to long-term goals, the corporate strategy also takes environmental and social goals into account to a sufficient degree. Information on sustainability at Bilfinger can be found on the company's website and in the Chapter Sustainability statement . The Executive Board is also responsible for preparing the company's quarterly statements and half-year financial report as well as for preparing the annual and consolidated financial statements and the combined management report for the company and the Group. The Executive Board prepares the remuneration report together with the Supervisory Board. It must also establish an adequate and effective internal control system and risk management system. In the management report, a description of the main features of these systems is provided and an opinion on their adequacy and effectiveness is expressed. Unless already required by law, these systems should also cover sustainability-related objectives. This should include the processes and systems for recording and processing sustainability-related data. The systems also include a compliance management system that is aligned with the company's risk situation. Declaration of corporate governance with corporate governance report The compliance management system's basic features are described in the preceding Section Compliance and basic features of the compliance management system . Overall, the Executive Board ensures compliance with statutory provisions and internal governance rules in the company ( compliance ). The members of the Executive Board base their actions on the legal requirements, the Articles of Incorporation, the Rules of Procedure for the Executive Board and the Schedule of Responsibilities as well as on the other relevant regulations. The Supervisory Board has issued Rules of Procedure for the Executive Board which contain the rules of cooperation within the Executive Board and between the Executive Board and the Supervisory Board. Furthermore, in accordance with the Schedule of Responsibilities approved by the Presiding Committee of the Supervisory Board, the members of the Executive Board are each assigned specific areas to manage independently. They take joint responsibility for the management of the company, however. In addition, the Chairman of the Executive Board coordinates the work of the Executive Board and of Executive Board members. Regular meetings of the Executive Board are generally convened once each month. Extraordinary meetings of the Executive Board are held as required. The resolutions of the Executive Board are made primarily in the regular Executive Board meetings. They may, however, also be made in extraordinary Executive Board meetings, in written procedures or through other methods of communication. For certain transactions and actions, including measures and transactions of an Executive Board member, which are of exceptional importance for the company or which involve an exceptional economic risk, the Executive Board Rules of Procedure or self-defined approval requirements defined by the Executive Board itself require a resolution by the full Executive Board. Approval from the Supervisory Board or one of its committees is also required for particularly significant actions and transactions in accordance with the Articles of Incorporation and Rules of Procedure, to the extent that statutory provisions do not already require the approval of the Supervisory Board. This includes, among other things, the fundamental determination of and basic changes to the corporate strategy as well as the Group organization, the addition of new business segments or the discontinuation of existing business segments, the Group budget, the purchase and sale of investments above a certain volume, operational, particularly high-volume projects with a certain risk structure as well as entering into long-term financial commitments and the issue of bonds. At regular intervals, the Executive Board informs the Supervisory Board or its relevant com- mittees comprehensively on all issues of relevance for the Bilfinger Group, the strategy of the business units including the sustainability strategy, the corporate planning, profitability, business development and the financial position of the company as well as on the internal control system, the risk management system and the compliance management system. The Executive Board has not formed any committees. It did, however, establish the Group Executive Management ( GEM ), a management team tasked with advising and supporting the Executive Board on operational and strategic issues of the Group as selected by the Executive Board. The committee discusses and develops topics that the Executive Board assigns and, where relevant, prepares them for discussion and possible decision by the Executive Board. In addition to the members of the Executive Board, the GEM comprises the heads of the three segments (Engineering & Maintenance Europe, Engineering & Maintenance International, Technologies), heads of certain Group Functions (Group Products & Innovation, Group HR & HSEQ and Group Procurement). GEM meetings are generally convened once each month. With regard to the composition of the Executive Board, it is incumbent on the Supervisory Board to prepare a diversity concept pursuant to Section 289f Subsection 2 No. 6 HGB. This is described in greater detail in the Section Diversity concept for the Executive Board and longterm succession planning . The members of the Executive Board are subject to a comprehensive non-competition clause during their period of employment; employment contracts also provide for a post-con-tractual non-competition clause for a specified period. The members of the Executive Board are obligated to act in the interests of the company and may not pursue any personal interests in their decisions; in particular, they may not take personal advantage of any of the company's business opportunities. They may only take on outside activities, in particular directorships outside of the company, with the approval of the Presiding Committee of the Supervisory Board or the Supervisory Board. Any remuneration for secondary activities within the Group is offset against the remuneration of the Executive Board. The Supervisory Board is responsible for deciding on the inclusion of remuneration for secondary activities outside the Group. Each member of the Executive Board is obligated to disclose any conflicts of interest to the Chairman of the Supervisory Board without delay and to inform the other members of the Executive Board accordingly. There were no conflicts of interest in the Executive Board in financial year 2025. Details of the remuneration of the Executive Board members can be found in the remuner- ation report. The remuneration report for the last financial year, the respective auditor's report in accordance with Section 162 AktG as well as the current remuneration system for members of the Executive Board in accordance with Section 87a Subsections 1 and 2 Sentence 1 AktG are published - to the extent required by law and available - on the company's website and remain accessible there for at least ten years Declaration of corporate governance with corporate governance report Supervisory Board In accordance with Article 8 of the Articles of Incorporation, the Supervisory Board of Bilfinger SE consists of 12 members, six of whom are representatives of the shareholders and six of whom are employee representatives. The shareholder representatives are elected by the Annual General Meeting. It is thereby incumbent on the Supervisory Board, in accordance with Section 124 Subsection 3 Sentence 1 AktG, to propose candidates to the Annual General Meeting. The appointment of the employee representatives is carried out by the SE Works Council in accordance with the agreement on employee participation reached between company management and the European employee representatives on July 15, 2010. With regard to the appointment of those members to be appointed by the SE Works Council, the Supervisory Board has no right to make proposals; it is - as is the case for the Annual General Meeting as well - not involved in the selection procedure for the employee representatives in the Supervisory Board. Members of the Supervisory Board all have the same rights and obligations and are not bound by instructions or orders. The Supervisory Board advises and monitors the Executive Board in its management of the company and is responsible for the appointment and dismissal of Executive Board members, their employment contracts and remuneration, including the Executive Board remuneration system. At the proposal of the Presiding Committee, it sets targets for the variable remuneration components of the Executive Board's remuneration and their fulfillment in addition to any potential changes and reviews the appropriateness of the overall remuneration together with the remuneration system for the Executive Board on a regular basis. The Supervisory Board is also involved in decisions of fundamental importance to the company and discusses - generally with the Executive Board - business development and planning as well as strategy, including the sustainability strategy and its implementation, at regular intervals. For transactions of fundamental importance or which have been otherwise classified as particularly significant, the Articles of Association and Rules of Procedure stipulate that approval is required from the Supervisory Board or one of its committees. These include, for example, major acquisitions, disposals, capital expenditures and finance measures The Supervisory Board, taking into account the external auditor and the audit reports submitted by them as well as the proposals of the Audit Committee, also undertakes a detailed examination, as required by law, of the individual financial statements, the consolidated financial statements and combined management report of Bilfinger SE and the Group, the sustainability statement as well as of the proposal of the Executive Board on the appropriation of profits. Within the scope of its responsibilities, the Supervisory Board also monitors the company's compliance with legal provisions, official regulations and internal guidelines. The monitoring and advice provided by the Supervisory Board also include, in particular, ESG sustainability issues. The Strategy Committee and the Supervisory Board receive regular reports from the Executive Board on the Group-wide sustainability strategy and the status of its implementation. The Supervisory Board and the Audit Committee also deal with sustainability reporting, which in addition to reporting on non-financial issues in the management report also includes the sustainability statement. The Supervisory Board also receives information on new developments and the status of implementation. In general, the Supervisory Board receives reports from the Executive Board at regular intervals on issues provided for by law and other relevant topics. The information and reporting obligations of the Executive Board to the Supervisory Board, its committees and -between Supervisory Board meetings - to the Chairman of the Supervisory Board were defined in greater detail by the Supervisory Board in an information regulation. The Supervisory Board executes its tasks in accordance with legal requirements, the Articles of Incorporation, its Rules of Procedure and its resolutions. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board. The Supervisory Board meets regularly on individual topics and situations, also without the Executive Board. The resolutions of the Supervisory Board are made primarily in Supervisory Board meetings. They can, however, also be made in written procedures or through other methods of communication. Insofar as nothing else is compulsory under the law, Supervisory Board resolutions require the simple majority of votes cast. In the event of a tied vote and a renewed voting which also leads to a tied vote, the Chairman of the Supervisory Board has a casting vote. In the reporting year, six meetings (thereof one extraordinary meeting) of the Supervisory Board took place. The Supervisory Board also took two decisions using a process via e-mail. Which meetings of the Supervisory Board each individual member attended in the reporting year can be viewed in the overview in the Chapter Report of the Supervisory Board . Further details on the working methods of the Supervisory Board can be found in the Rules of Procedure for the Supervisory Board, which are available on the company's website. Each member of the Supervisory Board must disclose conflicts of interest to the Supervisory Board. Information on conflicts of interest that have arisen and how they are dealt with is provided in the Report of the Supervisory Board. There were no conflicts of interest on the Supervisory Board in financial year 2025. Special onboarding events are held for new Supervisory Board members to familiarize them with the company's business model and the structures of the Bilfinger Group. The members of the Supervisory Board are responsible for the training and continuing education measures that are necessary for them to perform their duties. They are supported by the Declaration of corporate governance with corporate governance report company in this regard. Further information on support for Supervisory Board members during their induction and on training and development measures can be found in the Chapter Report of the Supervisory Board. 1 In accordance with GCGC Recommendation D.12, the Supervisory Board evaluates the efficiency of its activities and those of its committees either internally or with the support of external consultants on a regular basis or at least every two years. In the 2025 reporting year, the Supervisory Board conducted a self-assessment together with external, independent consultants. All key aspects of the work of the Supervisory Board, including its committees, were dealt with using an online questionnaire. The Supervisory Board discussed the results of this audit in detail at its meeting on August 12, 2025.. The results of the assessment confirm a professional, constructive cooperation within the Supervisory Board and with the Executive Board that is characterized by trust and openness. They also confirm that meetings are organized and conducted efficiently and that information is provided appropriately. Suggestions and recommendations for action will be implemented on an ongoing basis.. Potential for further optimization of the work in the plenary session and the committees in individual areas was discussed and corresponding measures were introduced in the Supervisory Board. Overall, the composition and structure of the Supervisory Board are assessed as effective and efficient. The next, likely internal self-assessment of the Supervisory Board and its committees is scheduled for the 2027 financial year. The Supervisory Board informs shareholders in detail about its activities as well as its ad- ditional reporting obligations in its annual report, which can be found in the Chapter Report of the Supervisory Board . The current composition of the Supervisory Board and its committees can be found in the Chapter Boards of the company . There, the mandates executed by members of the Supervisory Board in the controlling bodies of other companies as well as significant activities beyond the Supervisory Board mandate with the company are listed. The curricula vitae and mandates of Supervisory Board members are published on the company's website and are reviewed and, where necessary, updated at least annually. The remuneration of the members of the Supervisory Board is presented in the remuneration report. The remuneration report for the last reporting year, the respective auditor's report and the last remuneration resolution are published - to the extent required by law and available - on the company's website. ‌Supervisory Board committees In order to enhance the efficiency of its activities, the Supervisory Board formed a Presiding Committee, an Audit Committee, a Nomination Committee and a Strategy Committee. With the exception of the Nomination Committee, all committees have equal representation. The Supervisory Board has not established a separate committee for sustainability issues. For Bilfinger, sustainability is a key aspect of the company's overall business activities - one that is inherent in the individual topics and tasks. For this reason, the relevant topics are dealt with in the plenary session of the Supervisory Board or in the relevant committee in accordance with the tasks and responsibilities. The resolutions of the committees were made primarily in the meetings, but partially also in written procedures or through other methods of communication. The respective chairmen of the committees reported to the plenary session of the Supervisory Board on the work done in the committees they lead. Which meetings of the committees each individual member attended in the reporting year can be viewed in the overview in the Chapter Report of the Supervisory Board . Presiding Committee In the reporting year, the Presiding Committee of the Supervisory Board consisted of four members: Dr. Eckhard Cordes (Chairman of the Presiding Committee), Mr. Stephan Brückner (Deputy Chairman of the Presiding Committee), Dr. Bettina Volkens and Mr. Rainer Knerler. The main tasks of the Presiding Committee include regulating the personnel issues of the Executive Board and its remuneration, unless the provisions of the German Stock Corporation Act and the GCGC stipulate that they are to be regulated by the plenum of the Supervisory Board, as well as conflicts of interest of Executive Board members. In particular, the Presiding Committee submits proposals for the appointment and dismissal of Executive Board members, including remuneration and changes to remuneration, and is responsible for concluding, amending, extending and terminating employment contracts with members of the Executive Board, unless the Supervisory Board is mandatorily responsible. When making proposals for the initial appointment of members of the Executive Board, the Presiding Committee takes into account the fact that, according to the GCGC, the term of appointment should generally not exceed three years. When proposing candidates for appointment to the Executive Board, the Presiding Committee also takes into account the fulfillment of the diversity concept defined by 1 This section also serves to implement the disclosures of the European Sustainability Reporting Standard ("ESRS") 2 GOV-1 The role of the administrative, management and supervisory bodies, Section 23. Declaration of corporate governance with corporate governance report the Supervisory Board for the Executive Board, including the target set for the proportion of women on the Executive Board and the long-term succession planning (for more information, please refer to the following Section Diversity concept for the Executive Board and long-term succession planning ). The Presiding Committee prepares the relevant resolutions of the Supervisory Board and makes recommendations for important resolutions to the Supervisory Board . In the reporting year, four meetings of the Presiding Committee took place. Audit Committee In the reporting year, the four members of the Audit Committee were: Mr. Frank Lutz (Chairman of the Audit Committee), Ms. Vanessa Barth (Deputy Chairman of the Audit Committee), Dr. Roland Busch and Mr. Jörg Sommer. The members of the Audit Committee are, as a whole, familiar with the sector in which the company operates. In the year under review, the Audit Committee included two independent members, Mr. Frank Lutz as Chairman and Dr. Roland Busch, who, in accordance with Section 100 Subsection 5 AktG and in accordance with Principle 15 as well as Recommendation D.3 of the GCGC, have expertise in the fields of accounting and auditing based on their training and previous professional activities and have particular experience in the application of accounting principles and internal control and risk management systems as well as sustainability reporting and the auditing of such reporting. The Chairman of the Audit Committee, Mr. Frank Lutz, has worked for many years as Chief Financial Officer and as a member of the Supervisory Board and Chairman of the Audit Committee for various companies, including listed companies, and therefore, as a financial expert, has special knowledge and experience in the application of accounting principles and internal control and risk management systems, including sustainability reporting, and also has experience in the field of auditing. His many years as Chief Financial Officer of a listed international company, his current role as Chairman of the Audit Committee of two listed companies and his former role as Labor Director of Covestro AG and as Executive Board member responsible for HR at CRX Markets AG also included dealing with and reporting on non-financial matters. As former CEO of CRX Markets AG and as current President of the German Ice Hockey Association, Mr. Frank Lutz has extensive knowledge of sustainability reporting and auditing requirements. He follows the current developments in this area, including through internal Supervisory Board training and further education measures at both Bilfinger and Scout24 as well as by participating in various webinars, in particular on the topic of ESG and the corresponding reporting. He also regularly exchanges views on the topic of ESG with the Chairmen of the Audit Committees of other DAX and MDAX companies and actively contributes this expertise to the Supervisory Board and the Audit Committee. Given his many years of professional service and experience, including positions as Chief Financial Officer for Lufthansa Cargo AG as well as Swiss International Air Lines Ltd. and as a member of various supervisory boards of various internationally active publicly listed companies as well as his work as a member of the Risk Management Committee of the Lufthansa Group, Dr. Roland Busch as a financial expert has special knowledge and experience in the application of accounting principles and internal control and risk management systems and thus also has expertise in the field of accounting, in-depth knowledge of sustainability reporting and its auditing, and in the field of auditing financial statements. He follows the latest developments in this area, including training in the "External and Internal Monitoring of the Company" working group of the Schmalenbach-Gesellschaft für Betriebswirtschaft e.V. on topics such as ESG audit obligations of the Supervisory Board and actively contributes this expertise to the Supervisory Board and the Audit Committee. The Audit Committee, in line with statutory requirements, deals with questions related to issues such as accounting and the monitoring of the accounting process, the effectiveness and appropriateness of the internal control system, the risk management system, the internal auditing system and the compliance management system as well as with the audit of the consolidated financial statements. It is responsible for the preliminary audit of the annual and consolidated financial statements and the combined management report of Bilfinger SE and the Group. On the basis of the auditor's report on the audit of the financial statements, the Audit Committee submits proposals for the adoption of the annual financial statements of Bilfinger SE and approval of the consolidated financial statements to the Supervisory Board following its own preliminary review. The Audit Committee is responsible for discussing the quarterly statements and the half-year financial report with the Executive Board and the auditors, and for dealing with the auditors' reports on the review of the consolidated half-year financial statements and the interim Group management report. It deals with the selection as well as the independence qualifications and efficiency of the auditor, issues the audit assignment for the annual financial statements and the consolidated financial statements to the auditor elected by the Annual General Meeting, reaches a fees agreement with the auditor and also reviews the additional services provided by the auditor as well as the quality of the audit. The Audit Committee also supports the Supervisory Board when it comes to monitoring compliance with regulatory requirements and standards in ESG areas. It discusses the sustainability declaration with the Executive Board and the appointed auditor prior to its publication and is responsible for commissioning any auditors. It deals with sustainability reporting, including reporting on Declaration of corporate governance with corporate governance report non-financial topics in the management report. The Audit Committee regularly consults with the auditor, also without the participation of the Executive Board. The Chairman of the Audit Committee also regularly discusses the progress of the audit with the auditor outside the meetings and reports to the committee on this item. Four meetings of the Audit Committee took place in the reporting year. Nomination Committee In accordance with Recommendation D.4 of the GCGC, the Supervisory Board also established a Nomination Committee. In the reporting year, the three members of the Nomination Committee were: Dr. Eckhard Cordes (Chairman of the Nomination Committee), Mr. Frank Lutz and Mr. Robert Schuchna. The committee proposes suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for the election of shareholder representatives to the Supervisory Board. On top of the necessary knowledge, skills and professional experience of the proposed candidates, the committee gives due consideration to the objectives designated by the Supervisory Board for its composition and the adopted diversity concept, including in particular aspects of independence and diversity, while at the same time striving to meet the competence profile. Attention is also paid to the appropriate participation of women and men in accordance with the statutory requirements on gender quotas. In the reporting year, the members of the Nomination Committee dealt with the selection of candidates for the Supervisory Board elections at the 2026 Annual General Meeting. Discussions and interviews with candidates took place outside of formal meetings. Strategy Committee The Strategy Committee consists of six members: Dr. Eckhard Cordes (Chairman of the Strategy Committee), Mr. Stephan Brückner (Deputy Chairman of the Strategy Committee), Mr. Evert Doornbos, Mr. Rainer Knerler, Mr. Frank Lutz and Mr. Robert Schuchna. The Strategy Committee supports the corporate strategy and Group organization (with the exception of personnel issues), including their fundamental implementation. In this context, it prepares any potential resolutions of the Supervisory Board and should formulate relevant recommendations for the Supervisory Board. In addition, it has responsibility for decisions on assigned legal business and transactions that require approval. The Strategy Committee convened for five meetings in the reporting year (thereof one extraordinary meeting). The Strategy Committee also made ten decisions by e-mail. Equal participation of women and men in executive positions With regard to the German Act on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector and its implementation in Section 17 Subsection 2 SE Implementation Act, and Sections 76 Subsection 4 and 111 Subsection 5 AktG, the Executive Board has defined for the period up to December 31, 2026, a target of at least 20 percent women for management level 1 and a target figure of at least 25 percent women for management level 2 below the Executive Board for Bilfinger SE. With regard to the new targets, it should be noted that the Bilfinger organizational structure was adjusted as of January 1, 2024. As of December 31, 2025, the share of women according to the redefinition of the functional organization was 43 percent in management level 1 and 17 percent in management level 2. On February 8, 2024, the Supervisory Board determined the target figure for men and women on the Executive Board by December 31, 2028, as follows: In the case of an Executive Board with two members, the target figure is zero percent, i.e. no women on the Executive Board. For an Executive Board with three members, the target figure is 33 percent, or at least one woman. When making future appointments to the Executive Board, the Supervisory Board will continue to incorporate the legislative goal of appointing women and men to the Executive Board as a relevant factor in any decision-making process. As has been the case to date, however, all aspects of the diversity concept for the Executive Board (see Section Diversity concept for the Executive Board and long-term succession planning ) will also continue to govern the actions of the Presiding Committee and the Supervisory Board when searching for members of the Executive Board and, in individual cases, will take precedence over the mere fulfillment of the target figure to ensure that the best interests of Bilfinger are served. This applies in particular to an Executive Board with only two members, in which all competencies that are relevant for the management of Bilfinger must be met by only two people. Specifying a target of more than zero percent would, however, have created the impression that a woman would have had to be appointed the next time an Executive Board position was filled. At the same time, the Presiding Committee and Supervisory Board must take into account that the current two-member Executive Board is the minimum requirement. In this context, maximum flexibility is required in order to be able to fill a position at short notice if necessary and to ensure the capacity of the Executive Board to act. Last but not least, the industry in which Bilfinger operates, which historically has a very low proportion of women in management positions, must also be taken into account, meaning that the number of potential female candidates remains low. For this reason, the Supervisory Board cannot, at least at present, commit to a higher target than zero percent for an Executive Board with two members in the interest Declaration of corporate governance with corporate governance report of the company. Should there be a female candidate and a male candidate who are equally suitable for a replacement, preference would be given to the female candidate. This notwithstanding, Bilfinger has a strict succession planning and concept for the promotion of women, which is closely monitored by the Presiding Committee and Supervisory Board within the permissible framework. Increasing the proportion of women in management positions is generally taken seriously at Bilfinger and is pursued vigorously. At the same time, the Presiding Committee and Supervisory Board also keep an eye on the market in order to identify and evaluate potential external female candidates. In addition, the legally required minimum share of women and men in the Supervisory Board was achieved as follows. For the Supervisory Board, the minimum requirement as of December 31, 2025, remains the statutory gender quota of a 30 percent share of women and men. This requirement is met with a 33 percent share of women on the Supervisory Board (four women, eight men) as of December 31, 2025, overall and, because the Supervisory Board rejected overall fulfillment, at the same time separately for shareholders and employee representatives (two women and four men each). Diversity concept for the Executive Board and long-term succession planning With regard to the composition of the Executive Board of Bilfinger SE, the Supervisory Board has adopted a diversity concept. The objective of the diversity concept for the Executive Board is to ensure that the composition of a strong Executive Board is as diverse and complementary as possible. When selecting members of the Executive Board, the Supervisory Board considers their personal suitability, leadership qualities, international experience and integrity, as well as their professional qualifications. The objective is to ensure that the Executive Board as a whole represents all of the knowledge and experience that is considered essential for Bilfinger. Diversity is therefore also an important selection criterion in terms of factors such as gender as well as educational and professional background when filling positions on the Executive Board. When making decisions on appointments to the Executive Board, the Supervisory Board - as does the Presiding Committee in its preparations - takes the following aspects into particular consideration, whereby the Supervisory Board always assesses all circumstances of the individual case when filling a specific Executive Board position and is guided by the interests of the company: The members of the Executive Board should have specific specialist knowledge and many years of leadership and management experience, including in large corporations or groups, and, if possible, possess knowledge and experience from different educational and professional backgrounds. At least one member should have international management experience. Given the international structure and orientation of the company, the composition of the Executive Board should take into account an international character, also in the sense of different cultural backgrounds or international experience gained through several years spent abroad. The Executive Board as a whole should have experience in the business sectors of importance to Bilfinger SE, in particular the process industry. Furthermore, the Executive Board in its entirety should have many years of experience in the areas of technology, services, compliance, finance and personnel management. Integrity should be a high priority for each individual Executive Board member. The Supervisory Board has defined a target for the proportion of women in the Executive Board. This is described in the Section Equal participation of women and men in executive positions and is taken into account when filling Executive Board positions. In accordance with the recommendation of the GCGC, the Supervisory Board has defined an age limit for members of the Executive Board at the age of 67, which is the statutory retirement age. Deviations from the age limit in individual cases are to be justified. Regardless of this rule, the Supervisory Board pays attention to a sufficient mix of ages among the members of the Executive Board. Implementation of the diversity concept for the Executive Board Implementation of the diversity concept for the Executive Board is carried out as part of the Executive Board appointment process. The Supervisory Board and Presiding Committee consider the requirements of the diversity concept defined for the Executive Board when selecting candidates and making proposals for the appointment of Executive Board members. The composition of the Executive Board as of December 31, 2025, meets the requirements of the diversity concept. The two members of the Executive Board, Dr. Thomas Schulz and Mr. Matti Jäkel, have a broad spectrum of knowledge and experience as well as educational and professional backgrounds and possess international experience. The curricula vitae of the current members of the Executive Board can be found in the Chapter Executive Board of Bilfinger SE and are available on the company's website where they are reviewed regularly, at least once a year, A.4 Declaration of corporate governance with corporate governance report and updated if necessary. The members of the Executive Board have many years of management experience, including in international groups, and bring with them experience from various careers. The Executive Board has the knowledge and experience considered essential in light of the services that Bilfinger provides. Dr. Schulz in particular has many years of international management experience in publicly listed industrial groups and in business areas that are important for Bilfinger, and particular expertise in the sustainable positioning of energy-intensive industries - an important sector for Bilfinger in the future. Mr. Matti Jäkel, an experienced CFO, contributes significantly to the further development of the company with his competence as a business professional and civil engineer and also has many years of management expertise in the company itself. Compliance and integrity are a top priority for all members of the Executive Board. No Executive Board member has reached the age of 67. Long-term succession planning for the Executive Board The Supervisory Board and the Presiding Committee ensure that a long-term personnel and succession planning takes place in the Executive Board and coordinate this also with the Executive Board. In addition to the requirements of the German Stock Corporation Act (AktG), the GCGC and the Rules of Procedure for the Executive Board, particular account is taken of the criteria set out in the diversity concept adopted by the Supervisory Board for the composition of the Executive Board. Here, the Presiding Committee also takes into account the succession planning and talent management data for the subordinate management levels, for which the Executive Board is responsible. Due to the sensitivity of the topic, the corresponding planning process is primarily managed and coordinated in the Presiding Committee. The Presiding Committee deals with the subject of succession planning at least once a year as well as when the occasion arises. Potential succession options are examined both internally with the support of the Executive Board and externally, if necessary, with the help of external consultants. Coordination with the Executive Board regarding possible internal successors also includes support for the possible promotion of potential candidates. Personal suitability, professional qualifications for the position, previous performance and experience, integrity and convincing leadership qualities as well as the ability to adapt business models and processes in a changing world are particularly ...

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