Declaration of Corporate Governance

1. Declaration in accordance with section 161 of the German Stock Corporation Act
On March 21, 2011 in accordance with section 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board issued the following declaration:

"Bilfinger Berger SE complies with all recommendations of the German Corporate Governance Code (GCGC) as amended on May 26, 2010, with the following exceptions:

• The Supervisory Board does not follow the recommendation in section 5.1.2 para. 1 sentence 2 clause 2 (appropriate consideration of women) to the extent that the Supervisory Board, when appointing the members of the Executive Board, takes its decision exclusively on the basis of the qualifications of the candidates without giving priority consideration to gender-related aspects in this decision-making process.

• The company does not follow the recommendation in section 5.4.3 sentence 3 (announcement of proposed candidates for the Supervisory Board chair to the shareholders), since this recommendation is not in line with the distribution of powers stipulated in the German Stock Corporation Act, which states that the Supervisory Board alone is responsible for electing its chair.
   
• Finally, the company does not follow the recommendation in section 5.4.6 para. 2 sentence 1 (fixed and variable remuneration components for the members of the Supervisory Board). The members of the Supervisory Board solely receive a fixed remuneration. In our opinion, this system of fixed remuneration, as compared to performance-related remuneration, is better suited for the supervisory tasks incumbent on the members of the Supervisory Board, as it will rule out that Supervisory Board members may be guided by financial interests of their own in making corporate decisions.

Since issuing the declaration of compliance of July 30, 2010, the company has complied with all recommendations of the GCGC as amended on May 26, 2010, with the exception of the recommendations in sections 4.2.3 para. 2 sentence 4 (through December 31, 2010, inclusive), 5.1.2 para. 1 sentence 2 clause 2, 5.4.1 para. 2, 5.4.3 sentence 3 and 5.4.6 para. 2 sentence 1."

2. Principles of Corporate Governance
We follow legal requirements, the regulations set out in the Articles of Incorporation of Bilfinger Berger SE and the German Corporate Governance Code. We also apply the following principles of governance:

Code of Conduct
Our Corporate Governance practices take the company's Code of Conduct, a key component of our Compliance System, into consideration. Bilfinger Berger is aware that the interests of the Company and its partners can only be effectively guaranteed through responsible dealings and adherence to ethical principles. These principles have been clearly formulated in our Code of Conduct. The Behavioral Guidelines, which apply to all Group employees, include fundamental rules for the counteraction of corruption, bribery, bid rigging, illegal employment as well as guidelines on dealing with confidential information, donations and social behavior in the Company. Because of the wide variety of legal and social conditions which exist in Germany and abroad, the Code of Conduct also includes country-specific behavioral guidelines.

A network, consisting of the Chief Compliance Officer of the Group and the Compliance officers of the first tier operating units that report to him is responsible for the distribution, application and enforcement of our Code of Conduct. To complement the function of internal ombudsmen, an external ombudsman has been appointed through whom employees, and also persons outside of the company, can point out misconduct.

Information that is given to the ombudsman through the Compliance hotline remains anonymous since the number of the caller cannot be identified. Internal whistleblowers are protected against reprisals.

The control systems we have implemented to ensure compliance with the Code of Conduct include both routine and extraordinary audits from Internal Auditing, special controls with regard to compliance with regulations for competition and employee deployment as well as regulating and controlling the use of third parties in connection with order acquisition. Our Code of Conduct and the Compliance System are part of employee information events, meetings between employees and their supervisors as well as comprehensive training measures. With our e-learning program, we train employees on compliance issues without them ever having to leave their desks. Through the immediate reporting of serious cases, as well as through the Chief Compliance Officer’s quarterly reports, the Executive Board, the Audit Committee of the Supervisory Board and the Plenum of the Supervisory Board are informed regularly about the developments in this area.

A Compliance Committee with the Heads of Legal, Internal Auditing and Human Resources, which meets at least once in each quarter, supports the Chief Compliance Officer in the general framework and the further development of the Compliance System.

We actively pursue information on compliance violations through our own investigations, by notifying the relevant authorities and cooperating with them to achieve a full resolution. Any misconduct that is discovered will result in personnel consequences and organizational measures as required. The insights gained from reporting, the comparison with other Compliance systems and the evaluations from external specialists all lead to the ongoing development and improvement of our Compliance System.

UN Global Compact
We are a member of the United Nations' "Global Compact", an international association of companies and organizations. Its members have committed themselves, on the basis of ten principles to supporting human rights, abolishing discriminatory labor and social practices, improving environmental protection and fighting corruption in all its forms within their scope of influence.

3. Executive Board and Supervisory Board procedures as well as the composition and procedures of their committees
Bilfinger Berger SE is a stock corporation and is, in addition to German stock corporation law, also subject to special European SE regulations and the German law implementing the European Company. It has a dual management and control structure consisting of the Executive Board and the Supervisory Board. These bodies work together closely for the benefit of the company.

Executive Board
The Executive Board manages the Company in its own responsibility. The six members of the Executive Board manage the business of the Company in accordance with legal requirements, the Rules of Procedure established by the Supervisory Board for the Executive Board, the schedule of responsibilities of the Executive Board, the Code of Conduct of Bilfinger Berger and the Executive Board resolutions. Details of their management authority are regulated in the Executive Board schedule of responsibilities; they have joint and equal responsibility for the management of the Company. The resolutions of the Executive Board are made primarily in Executive Board meetings, but also in written procedures or through other methods of communication. In 2010, 26 Executive Board meetings were convened. The Rules of Procedure for the Executive Board regulates, among other things, which situations require a resolution from the Executive Board and which transactions and actions require the approval of the Supervisory Board. The Chairman of the Executive Board coordinates the work of Executive Board members.

Supervisory Board
The Supervisory Board appoints, supervises and advises the Executive Board and is directly involved in key decisions affecting the Company. The Supervisory Board executes its tasks in accordance with legal requirements, the Articles of Incorporation, its Rules of Procedure and its resolutions. It is composed of twelve members, of whom six are representatives of the shareholders and six are representatives of the employees. Members of the Supervisory Board all have the same rights and obligations and are not bound by instructions or orders. The resolutions of the Supervisory Board are made primarily in Supervisory Board meetings, but also in written procedures or through other methods of communication. In 2010, seven meetings of the Supervisory Board took place. The Supervisory Board issues the auditing assignment to the auditor selected by the Executive Board for the individual and consolidated financial statements and agrees a fee with him. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board.

Cooperation between the Executive and Supervisory Boards
The Executive Board agrees the Company’s strategic orientation with the Supervisory Board and regularly discusses with it the status of strategy implementation. The Executive Board also regularly informs the Supervisory Board, both verbally and in writing, on business developments and the situation of the Company. On the basis of this reporting in particular, the Supervisory Board monitors the legality, correctness, suitability and profitability of the Executive Board's management of the business. The Articles of Incorporation and the Rules of Procedure prepared by the Supervisory Board for the Executive Board list those transactions and activities for which the approval of the Supervisory Board is required. This applies, among other things, to the acquisition and sale of shareholdings, for the submission of bids for major projects and for the investment budget. The most important issues that are discussed and agreed between the Executive Board and the Supervisory Board also include economic development, corporate planning, earnings situation, risk management, corporate financing and corporate structure.

The Supervisory Board, taking into account the auditors and the audit report submitted by them, undertakes a detailed examination, as required by law, of the individual financial statements, the consolidated financial statements and management reports of Bilfinger Berger SE and the Group, as well as the proposal of the Executive Board on the appropriation of profits.

Executive Board Committees
The Executive Board has not formed any committees.

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 Special Committee.

The Presiding Committee of the Supervisory Board consists of Dr. h.c. Bernhard Walter, Stephan Brückner, Dr. John Feldmann and Dietmar Schäfers. The main tasks of the Presiding Committee include, in particular, regulating the personnel issues of the Executive Board, unless the provisions of the German Stock Corporation Act and the German Corporate Governance Codex stipulate that they are to be regulated by the plenum of the Supervisory Board, and taking decisions on certain business dealings and transactions. The Presiding Committee also prepares the plenary meetings and makes recommendations on important resolutions. In financial year 2010, seven meetings of the Presiding Committee took place.

The Audit Committee consists of Udo Stark, Volker Böhme, Rainer Knerler and Prof. Dr. Klaus Trützschler. It deals, among other things, with questions of accounting, risk management, compliance and auditing. In financial year 2010, five meetings of the Audit Committee took place.

In accordance with the recommendation of the German Corporate Governance Code, the Supervisory Board formed a Nomination Committee made up exclusively of shareholder representatives whose purpose it is to recommend suitable candidates to the Supervisory Board for its own recommendations to the Annual General Meeting. The Nomination Committee consists of Dr. h.c. Bernhard Walter, Dr. John Feldmann and Udo Stark. The Committee did not meet in 2010.

The Special Committee formed by the Supervisory Board on March 4, 2010 deals with issues relating to structural integrity risks in civil engineering projects and quality assurance at Building and Civil. The Committee consists of Dr. h.c. Bernhard Walter, Stephan Brückner, Volker Böhme, Dr. John Feldmann, Thomas Kern, Rainer Knerler, Udo Stark and Prof. Dr. Klaus Trützschler. In financial year 2010, three meetings of the Special Committee took place.

The resolutions of the committees were made primarily in the meetings, but also in written procedures or through other methods of communication. The Chairmen of the Committees reported to the plenary session of the Supervisory Board in its meetings on work of their respective committees.

4. Annual General Meeting
The Annual General Meeting is to be convened at least once each year. The Executive Board presents to the Annual General Meeting certain documents, including the individual and consolidated financial statements, and the management reports for the Company and the Group. The Meeting decides on the appropriation of profits and on ratifying the actions of the Executive Board and the Supervisory Board, elects the members of the Supervisory Board representing the shareholders, and the external auditors. In addition, it makes decisions on amendments to the Articles of Incorporation and in certain other cases as specified by applicable law or the Articles of Incorporation. Each share grants entitlement to one vote in the Annual General Meeting.

5. Corporate Governance Report
The Executive Board and Supervisory Board, in accordance with the requirements of the German Corporate Governance Code, prepare for the Annual Report a Corporate Governance Report on the corporate governance of the Company. It will be accessible to the general public in the Internet as part of the Annual Report 2010 on March 30, 2011.