Corporate governance report

The D&O insurance contract has now been amended so that the deductible for the Supervisory Board that it calls for is in line with the recommendation in section 3.8 sentence 5 of the German Corporate Governance Code. As a result of these changes and the planned modification of Supervisory Board remuneration as part of the Executive Board and Supervisory Board’s proposal to the Annual General Meeting on April 15, 2010 with regard to the transformation of the Company into a European stock company (Societas Europaea, SE), the Executive Board and Supervisory Board, in accordance with Section 161 of the German Stock Corporation Act, issued the following new statement on March 4, 2010:

“Bilfinger Berger AG complies with all of the recommendations of the German Corporate Governance Code as amended on June 18, 2009 with the following exceptions:

• 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.
• The service contracts concluded with the members of the Executive Board before the recommendation in section 4.2.3 sentence 5 (taking into account both positive and negative developments when determining variable remuneration components) was published do not take full account of this recommendation in that they provide for a customary annual bonus to be determined on the basis of an assessment period of no more than one year. In the course of the year 2010, the Supervisory Board of Bilfinger Berger AG will review how the recommendation in section 4.2.3 sentence 5 can be accounted for in future, based on the changes to the legal framework introduced by the German Act on the Appropriateness of Executive Board Remuneration (Gesetz zur Angemessenheit der Vorstandsvergütung) of July 31, 2009.
• In the context of the conversion of the Company into an SE, which is being proposed by the Executive and Supervisory Boards, it is envisaged to modify the remuneration system for the Supervisory Board such that the members of the Supervisory Board of Bilfinger Berger SE will in future only receive a fixed remuneration. The remuneration system for the Supervisory Board would then no longer comply with the recommendation set out in section 5.4.6 sentence 4 (fixed as well as performance- related remuneration components).

Since issuing the declaration of compliance of December 2009, Bilfinger Berger AG has complied with all recommendations of the GCGC as amended on June 18, 2009, with the exception of the recommendations in sections 3.8 sentence 5, 4.2.3 sentence 5 and 5.4.3 sentence 3.