Bilfinger : Information on shareholders’ rights (HV 2026 Bilfinger Shareholder Rights EN)

About this update from Bilfinger Se

Bilfinger SE Mannheim - ISIN DE0005909006 - - Security Identification No. ( Wertpapier-Kenn-Nr. ) 590 900 - Information on shareholders' rights 1 The shareholders resp. shareholders' proxies have, among others, the following rights regarding this year's Annual General Meeting: Supplementary motions for the agenda Pursuant to Article 56 of the SE Regulation ( Verordnung (EG) Nr. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der Europäischen Gesellschaft (SE) - SE-VO ), Section 50 (2) of the SE Implementation Act ( SE-Ausführungsgesetz - SE-AG ) and Section 122 (2) of the German Stock Corporation Act ( Aktiengesetz - AktG ), shareholders whose combined holdings amount to at least 5 percent of the share capital or the proportional amount of EUR 500,000.00 (rounded appr. 141.775 shares) may call for items be included on the agenda and announce. The request has to be addressed to the Executive Board in writing and must be received by the Company no later than Sunday, April 13, 2025, 24:00 hrs (CEST). Please submit such requests to the following address : Bilfinger SE Executive Board Oskar-Meixner-Straße 1 68163 Mannheim Germany Any additions to the agenda which require publication and were not published with the calling notice will be published in the German Federal Gazette ( Bundesanzeiger ) without undue delay ( unverzüglich ) after having been received by the Company and will be forwarded for publication to media which can be expected to publish the information across the entire European Union. They will also be published on the Company's website at: https://www.bilfinger.com/annual-general-meeting and communicated to the shareholders in the same manner as the calling notice of the General Meeting. Any requests for additional items to be added to the agenda which are received by the Company once the General Meeting has been convened will also be made available without undue delay on the aforementioned Company's website. ‌1 Please note that this is only a translation of the additional information made in German language. Only the German version of this document is decisive. This translation is provided to shareholders for convenience purposes only. No warranty is made as to the accuracy of this translation and Bilfinger SE assumes no liability with respect thereto. Excerpt from legal text: SE-VO Article 56 [Requests for additional agenda items] 1 One or more shareholders who together hold at least 10 % of the subscribed capital may request that one or more additional items be put on the agenda of a general meeting. 2 The procedures and time limits applicable to such requests shall be laid down by the national law of the Member State in which the SE's registered office is situated or, failing that, by the SE's Articles of Incorporation. 3 The above proportion may be reduced by the Articles of Incorporation or by the law of the member state in which the SE's registered office is situated under the same conditions as are applicable to stock corporations. SE-AG Section 50 Convening a meeting and adding additional items to the agenda by request of a minority [...] (2) The addition of one or more items to the agenda for a general meeting may be requested by one or more shareholders if his or their shareholding reaches 5 percent of the capital stock or the pro rata amount of EUR 500,000. AktG Section 122 Convening a meeting at the request of a minority (1) 1 A general meeting shall be called if shareholders whose combined shares amount to at least one-twentieth of the capital stock request such meeting in writing, stating the purpose and the reasons of such meeting; such request shall be addressed to the executive board. 2 The articles may provide that the right to request a general meeting shall require another form and the holding of a lower portion of the capital stock. 3 Persons submitting a request must prove that they have held the shares for at least 90 days before the date the request is received and that they hold the shares until the executive board decides on the request. 4 Section 121 (7) shall be applied mutatis mutandis. (2) 1 In the same manner, shareholders whose combined shares amount to at least one-twentieth of the capital stock or a proportionate ownership of at least EUR 500,000 may request that items be placed on the agenda and be published. 2 Each new item must be accompanied by supporting information or a formal resolution proposal. 3 The request within the meaning of sentence 1 must be received by the company no later than 24 days, in the case of stock exchange listed companies no later than 30 days, prior to the meeting, excluding the day of receipt [...] Countermotions and election proposals by shareholders Shareholders have the opportunity to submit countermotions and election proposals to the Company prior to the General Meeting in accordance with the provisions of Section 126 (1) AktG and Section 127 AktG. The Company will make countermotions and election proposals, including the name of the shareholder, a possible statement of reasons, which, however, is not required for election proposals, and a possible statement of the administration, available at the website: https://www.bilfinger.com/en/annual-general-meeting if they are received by the Company by no later than Tuesday, May 5, 2026 24:00 hrs (CEST), at the address : Bilfinger SE Executive Board Oskar-Meixner-Straße 1 68163 Mannheim Germany or by e-mail to: [email protected] and the other requirements in accordance with Section 126 AktG and Section 127 AktG are met. If several shareholders propose countermotions regarding one and the same item to be resolved upon, the Executive Board may combine the countermotions and the reasons specified for them. Countermotions do not have to be made available if they do not include a reasoning. There is also no obligation pursuant to Section 126 (2) AktG to make countermotions and the reasoning publicly available if the Executive Board would commit a criminal offence by making such information publicly available (Section 126 (2) sentence 1 no. 1 AktG), if the countermotion would lead to a resolution by the General Meeting that would be contrary to the law or the Articles of Incorporation (Section 126 (2) sentence 1 no. 2 AktG), if main points of the reasoning contain evidently false or misleading details or insults (Section 126 (2) sentence 1 no. 3 AktG), if a countermotion by a shareholder based on the same matter has already been made available to a General Meeting of the Company under Section 125 of the German Stock Corporation Act (Section 126 (2) sentence 1 no. 4 AktG), if, under section 125 of the German Stock Corporation Act, the same countermotion of a shareholder has been made available to at least two General Meetings of the Company in the last five years with materially the same reasoning and shareholders representing less than one-twentieth of the represented share capital have voted in favor of it (Section 126 (2) sentence 1 no. 5 AktG), if the shareholder indicates that they will neither be present in person nor be represented at the General Meeting (Section 126 (2) sentence 1 no. 6 AktG), or if in the last two years at two General Meetings the shareholder has not presented or arranged to have presented a countermotion they had announced (Section 126 (2) sentence 1 no. 7 AktG). The reasoning for a countermotion does not have to be published if the text contains more than 5,000 characters. The above applies mutatis mutandis to election nominations, whereby no reasoning has to be given for nominations. Apart from the cases covered by Section 126 (2) AktG, there is also no obligation to make nominations available if they do not include the name, profession, and place of residence of the candidate in the case of natural persons or the name and registered office in the case of companies (Section 124 (3) sentence 4 AktG). This also applies if the proposal for the election of Supervisory Board members does not contain information on their membership of other statutory Supervisory Boards (Section 125 (1) sentence 5 half-sentence 1 AktG). Excerpt from legal text: AktG Section 126 Motions by shareholders 1 Motions by shareholders including the shareholders' name, supporting information and, if any, administration's statement shall be made available to the eligible persons referred to in Section 125 (1) through (3) under the conditions specified therein, provided that the shareholder transmitted to the company at least 14 days prior to the meeting a countermotion to a proposal of the executive board and the supervisory board regarding a specific item on the agenda, together with supporting information, to the address designated for this purpose in the calling notice of the general meeting. 2 The day of receipt shall not be counted. 3 In the case of stock exchange listed companies, the required accessibility shall be provided over the website of the company. 4 Section 125 (3) shall apply mutatis mutandis. 1 A countermotion and its reasoning need not be made available if: the executive board would, by reason of such availability, become criminally liable; the countermotion would result in a resolution of the general meeting that would be illegal or would violate the articles of incorporation. the reasoning contains statements which are manifestly false or misleading in material respects or which are libellous; a countermotion of such shareholder based on the same facts has already been made available with respect to a general meeting of the company pursuant to Section 125; the same countermotion from this shareholder with essentially identical reasons has already been made available pursuant to Section 125 to at least two general meetings of the company within the past five years and at such general meetings less than one-twentieth of the capital stock represented has voted in favor of the countermotion; the shareholder indicates that he will neither attend nor be represented at the general meeting; or within the past two years at two general meetings the shareholder has failed to make a countermotion he has submitted or failed to cause said countermotion to be made. 2 The reasoning need not be made available if it exceeds a total of 5,000 characters. If several shareholders make countermotion for resolution with respect to the same subject matter, the executive board may combine such countermotions and the respective reasoning. […] Section 127 Election proposals by shareholders 1 Section 126 shall apply mutatis mutandis to a proposal by a shareholder for the election of members of the supervisory board or independent auditors. 2 Such proposals need not be supported by a reasoning therefor. 3 The executive board need not make such proposals available if the proposal fails to contain information pursuant to Section 124 (3) sentence 4 and Section 125 (1) sentence 5. […] Right of information in the General Meeting Pursuant to Section 131 (1) sentence 1 AktG, the Executive Board is obliged to provide information on the company's affairs to any shareholder upon request in the general meeting, to the extent that such information is necessary for a proper evaluation of an item on the agenda. The duty to provide information also extends to the legal and business relations of the company with an affiliated company (Section 131 (1) sentence 2 AktG). The duty of the Executive Board of a parent company to provide information in the general meeting to which the consolidated financial statements and the group management report are submitted also extends to the situation of the group and the companies included in the consolidated financial statements (Section 131 (1) sentence 4 AktG). The Executive Board may refuse to provide the information for the reasons set out in Section 131 (3) AktG, e.g. insofar as the provision of the information is, according to reasonable commercial judgement, likely to cause a not inconsiderable disadvantage to the Company or an affiliated company, insofar as the Executive Board would render itself liable to prosecution by providing the information or insofar as the information is continuously accessible on the Company's website for at least seven days prior to the beginning of and during the General Meeting. If a shareholder is refused information, he may request that his question and the reason for which the information was refused be recorded in the minutes of the General Meeting (Section 131 (5) sentence 1 AktG). Excerpt from legal text: AktG Section 131 Right of information 1 Each shareholder shall upon request be provided with information in the general meeting by the executive board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. 2 The duty to provide information shall also extend to the company's legal and business relations with any affiliated company. 3 If a company makes use of the provisions on the simplified procedure pursuant to Section 266 (1) sentence 3, Section 276 or Section 288 of the German Commercial Code (HGB), each shareholder may request that the annual financial statements be presented to him in the general meeting on such annual financial statements in the form that would have been used if the provisions on the simplified procedure were not applied. 4 The duty of the executive board of a parent company (Section 290 (1) and (2) of the German Commercial Code (HGB)) to provide information at the shareholders' meeting at which the consolidated financial statements and management report of these statements are presented also extends to the position of the consolidated group and any companies included in the consolidated financial statements. (1a) […] (1b) […] (1c) […] (1d) […] (1e) […] (1f) […] 1 The information provided shall comply with the principles of conscientious and accurate accounting. 2 The articles of incorporation or the bylaws pursuant to Section 129 may authorise the chair of the meeting to reasonably limit a shareholder's time to speak and ask questions and may provide relevant details in this connection. 1 The executive board may refuse to provide information: to the extent that providing such information is, according to sound business judgment, likely to cause not immaterial damage to the company or an affiliated company; to the extent that such information relates to tax valuations or the amount of certain taxes; with regard to the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the general meeting is to approve the annual financial statements; with regard to the methods of accounting and valuation, if disclosure of such methods in the notes is sufficient to provide a true and fair view of the actual condition of the company's assets, liabilities, financial position and profit and loss within the meaning of Section 264 (2) of the German Commercial Code (HGB); the foregoing shall not apply if the general meeting is to approve the annual financial statements; if the executive board would, by providing such information, become criminally liable; insofar as, in the case of a credit institution, a financial services institution or a securities institution, information need not be given on methods of accounting and valuation applied and setoffs made in the annual financial statements, management report thereof, consolidated financial statements or management report thereof; if the information is continuously available on the website of the company for at least seven days prior to the beginning of and during the general meeting. 2 The provision of information may not be refused for other reasons. 1 If information has been provided to a shareholder outside the general meeting by reason of his status as a shareholder, such information shall upon request be provided to any other shareholder in the general meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. 2 In the case of a virtual general meeting, it must be ensured that all shareholders connected to the meeting electronically can submit their request in accordance with sentence 1 by means of electronic communication. 3 The executive board may not refuse to provide such information on the grounds of Section 131 (3) sentence 1 no. 1 through 4. 4 Sentences 1 through 3 shall not apply if a subsidiary (Section 290 (1) and (2) of the German Commercial Code (HGB)), a joint venture (Section 310 (1) of the German Commercial Code (HGB)) or an associated company (Section 311 (1) of the German Commercial Code (HGB)) provides information to a parent company (Section 290 (1) and (2) of the German Commercial Code (HGB)) for the purpose of including the company in the consolidated financial statements of the parent company, and the information is needed for that purpose. 1 A shareholder who has been denied information may request that his query and the reason for which the information was denied be recorded in the minutes of the meeting. 2 In the case of a virtual general meeting, it must be ensured that all shareholders connected to the meeting electronically can submit their request in accordance with sentence 1 by means of electronic communication. * * * *

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