Obligation Bilfinger AG 4.5% ( DE000A2YNQW7 ) en EUR

Bilfinger AG

100 % ▲

Allemagne

DE000A2YNQW7 ( en EUR )

4.5% par an ( paiement annuel )

13/06/2024 - Obligation échue

Prospectus brochure de l'obligation Bilfinger SE DE000A2YNQW7 en EUR 4.5%, échue

100 000 EUR

250 000 000 EUR

Bilfinger SE est une société allemande de services d'ingénierie et de construction, offrant des services dans les domaines de l'énergie, du pétrole et du gaz, de la chimie, des infrastructures et de l'industrie.

L'Obligation émise par Bilfinger AG ( Allemagne ) , en EUR, avec le code ISIN DE000A2YNQW7, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/06/2024

Prospectus dated 13 June 2019

Bilfinger SE
(a European Company (Societas Europaea SE)
incorporated in Mannheim, Federal Republic of Germany)
250,000,000 4.500 per cent. Notes due 2024
ISIN DE000A2YNQW7, Common Code 201126827, WKN A2YNQW
Issue price: 99.453 per cent.
Bilfinger SE (the "Issuer") will issue on or about 14 June 2019 (the "Issue Date") 250,000,000 4.500 per cent. Notes due 2024 (the "Notes") in
the denomination of 100,000 each. The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
Subject to any subsequent adjustments (as described below), the Notes will bear interest from and including the Issue Date to, but excluding
14 June 2024 (the "Maturity Date") at a rate of 4.500 per cent. per annum (the "Initial Interest Rate"), payable annually in arrear on 14 June of
each year (each such date, an "Interest Payment Date"), commencing on 14 June 2020.
The rate of interest payable on the Notes will be subject to adjustment in the event of a Step-Up-Event or a Step-Down-Event:
With effect from and including the first Interest Payment Date falling on or after the date of a Step-Up-Event (as defined in the terms and conditions
of the Notes (the "Terms and Conditions")) to but excluding the Maturity Date, the rate of interest shall be the sum of the (x) Initial Interest Rate
and (y) 1.250 per cent. per annum (the "Step-Up Rate"). If the rate of interest payable on the Notes has already been increased due to a Step-Up-
Event, no further increase will be made as a result of any further Step-Up-Events. With effect from and including the first Interest Payment Date
falling on or after the date of a Step-Down-Event (as defined in the Terms and Conditions) to but excluding the Maturity Date, the rate of interest
shall again be the Initial Interest Rate. If first a Step-Up-Event and, secondly, a Down-Event occur during the same interest period, the rate of interest
payable on the Notes shall neither be increased nor decreased as result of either such events.
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date. Under certain circumstances
described in Condition 5 of the Terms and Conditions, the Notes may be subject to early redemption.
The Notes will initially be represented by a temporary global note in bearer form (the "Temporary Global Note"). Interests in the Temporary Global
Note will be exchangeable, in whole or in part, for interest in a permanent global note (the "Permanent Global Note" and, together with the
Temporary Global Note, the "Global Note") on or after the date 40 days after the later of the commencement of the offering and the Issue Date (the
"Exchange Date"), upon certification as to non-U.S. beneficial ownership.
This prospectus in respect of the Notes (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of
the European Parliament and of the Council of 4 November 2003 (as amended or superseded) (the "Prospectus Directive"). This Prospectus will
be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour
valeurs mobilières, the "Luxembourg Prospectus Law"). By approving this Prospectus, the CSSF gives no undertaking as to the economic and
financial opportuneness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg
Prospectus Law. The Issuer may request CSSF to provide competent authorities in other host Member States within the European Economic Area
with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock Exchange (the
"Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg", appearing on the
list of regulated markets issued by the European Commission. The Luxembourg Stock Exchange's regulated market is a regulated market for the
purposes of Directive 2014/65/EU (as amended, "MiFID II").
The Notes are expected to be rated "BB" by S&P Global Ratings Europe Limited ("S&P"). A credit rating is not a recommendation to buy, sell or
hold securities and may be revised or withdrawn at any time.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of
the Securities Act. The Notes are not being offered in the United States.
Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 5 of this Prospectus.
Joint Lead Managers
Commerzbank
Deutsche Bank
HSBC

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Germany accepts responsibility for the information contained in this Prospectus
and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this
Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
The Issuer further confirms that (i) this Prospectus contains all relevant information with respect to the Issuer (also
"Bilfinger") and its consolidated subsidiaries taken as a whole (the "Bilfinger Group" or the "Group") and to the Notes
which is material in the context of the issue and the offering of the Notes, including all relevant information which,
according to the particular nature of the Issuer and of the Notes is necessary to enable investors and their investment
advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects
of the Issuer and the Bilfinger Group and of the rights attached to the Notes; (ii) the statements contained in this Prospectus
relating to the Issuer, the Bilfinger Group and the Notes are in every material respect true and accurate and not misleading;
(iii) there are no other facts in relation to the Issuer, the Bilfinger Group or the Notes the omission of which would, in the
context of the issue and offering of the Notes, make any statement in the Prospectus misleading in any material respect;
and (iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such
information and statements.
IMPORTANT NOTICES
No person is authorised to give any information or to make any representation other than those contained in this Prospectus
and, if given or made, such information or representation must not be relied upon as having been authorised by or on
behalf of the Issuer or Commerzbank Aktiengesellschaft, Deutsche Bank AG, London Branch or HSBC Bank plc
(together, the "Joint Lead Managers").
This Prospectus should be read and understood in conjunction with any supplement hereto and with all documents
incorporated herein or therein by reference.
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"Information on the Issuer and the Bilfinger Group" and statements elsewhere in this Prospectus relating to, among other
things, the future financial performance, plans and expectations regarding developments in the business of the Bilfinger
Group. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors
that may cause the actual results, including the financial position and profitability of the Bilfinger Group, to be materially
different from or worse than those expressed or implied by these forward-looking statements. The Issuer does not assume
any obligation to update such forward-looking statements and to adapt them to future events or developments.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an
offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that such recipient should
purchase any Notes.
This Prospectus reflects the status as at its date. The offering, sale and delivery of the Notes and the distribution of the
Prospectus may not be taken as an implication that the information contained herein is accurate and complete subsequent
to the date hereof or that there has been no adverse change in the financial condition of the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Lead Manager nor any of its respective
affiliates nor any other person mentioned in the Prospectus, except for the Issuer, accepts responsibility for the accuracy
and completeness of the information contained in this Prospectus or any other document incorporated by reference and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any
responsibility for the accuracy and completeness of the information contained in any of these documents. The Joint Lead
Managers have not independently verified any such information and accept no responsibility for the accuracy thereof.
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This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer
or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any
such restrictions. For a description of the restrictions see "Subscription and Sale of the Notes Selling Restrictions". In
particular, the Notes have not been and will not be registered under the Securities Act and are subject to United States tax
law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States
of America or to U.S. persons as defined in Regulation S under the Securities Act ("Regulation S").
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language constitutes a
translation, except for (i) the Terms and Conditions and (ii) the Bilfinger SE consolidated financial statements as of and
for the financial years ended 31 December 2018 and 2017, including the respective independent auditor's report thereon
(see "Documents Incorporated by Reference") in respect of which German is the legally binding language.
In this Prospectus, all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third stage of
the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May
1998 on the introduction of the Euro, as amended.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILISING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER)
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
3

TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................................. 5
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................. 24
INFORMATION ON THE ISSUER AND THE BILFINGER GROUP .......................................................................... 63
TAXATION ...................................................................................................................................................................... 87
SUBSCRIPTION AND SALE OF THE NOTES ............................................................................................................. 92
USE OF PROCEEDS AND GENERAL INFORMATION .............................................................................................. 94
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................... 96

4

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. Factors which
the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes are also
described below. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood or the extent of any such contingency occurring. Additional risks not currently known to
the Issuer or the Bilfinger Group that are now immaterial may result in material risks in the future.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but
the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for other reasons
than those described below. Prospective investors should also read the detailed information set out elsewhere in this
Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below shall have the same meanings in this
section.
Risks relating to the Issuer and the Bilfinger Group
Strategic risks
General Economic Situation
The markets in which the Bilfinger Group operates are materially influenced by the general economic situation and its
cycles and volatility. The levels of economic activity vary widely in the different regions and countries where the Bilfinger
Group operates. The Bilfinger Group has been and may continue to be affected by the development of the global economy
which in recent years has been subject to considerable fluctuations.
The expected development of the global economy is subject to a number of uncertainties. Should the international equities
markets experience persistently falling prices, this would adversely affect the real economy. In addition, if the global
financing environment tightens up more than currently expected, for instance in the form of an unforeseen increase in
interest rates, this could especially hamper the development of the emerging countries and could also destabilize the global
financial markets. Any signs of economic uncertainty, including a slowdown in economic growth could lead to significant
long-term economic weakness.
Additional risks to the economic environment, international trade and demand for the Group's products could arise from
rising protectionist tendencies, which could result in, inter alia, higher customs charges. Furthermore, escalation of
conflicts, armed conflicts, terrorist activities, natural catastrophes or the spread of infectious diseases may lead to prompt
unexpected, short-term responses from the markets and declines in demand for the Group's products and services.
On 23 June 2016, the United Kingdom held a referendum on its membership in the European Union. A majority of the
voters voted to exit the European Union ("Brexit"). Negotiations commenced to determine the future terms of the United
Kingdom's relationship with the European Union. With regard to the Brexit, the market impact is expected to depend to
a large extent on the outcome of the negotiations between the United Kingdom and the European Union. Since some
critical topics are still unsolved, the risk of the United Kingdom exiting the European Union without an agreement and
thus without a transitional period cannot be excluded. Domestic pressure on the government of the United Kingdom is
likely to culminate in creating an additional source of political uncertainty. A disorderly Brexit may negatively affect the
British economy and those of its European trade partners and may severely impact the rules for the financial industry in
London. Conversely, the final result may be seen as an incentive for other European countries to follow the British
example, in which case there might be spill-over effects to other countries. In addition, the Brexit and the ongoing
negotiations between the United Kingdom and the European Union could exacerbate financial market volatility.
Any of these factors may have negative repercussions for the global economy as a whole and since demand for
infrastructure, fixed asset investments and/or refurbishment of existing assets as well as demand for technical services
5

generally responds to changes in the economic climate, could have a material adverse effect on the net assets, financial
position and results of operations of the Bilfinger Group.
Adverse Market Developments or Loss of Key Customers
The business of the Bilfinger Group is significantly influenced by trends and developments affecting the markets in which
its customers operate. The Group focuses on the industries Chemicals & Petrochemicals, Energy & Utilities, Oil & Gas,
Pharma & Biopharma and Metallurgy and Cement. Some of these industries are characterised by a cyclical nature. A
material adverse market development in any of these industries could negatively impact the business of the Bilfinger
Group.
These may include the following events and developments:
In light of its major activities in the oil and gas segment, the Bilfinger Group is dependent on the development in the price
of oil and its effect on the spending behaviour of customers in this market segment. A volatile development in the price
of oil is thus a potential risk for the Group's activities. A long-term regression in the oil price to a lower level or significant
fluctuations could adversely impact the net assets and financial position of the Bilfinger Group. This would particularly
affect the Bilfinger Group's businesses in the Middle East, the United States as well as the United Kingdom and
Scandinavia.
A further acceleration of the energy transformation and a departure from conventional energy, particularly in Germany,
could lead to additional overcapacities and to further reductions in investments in conventional power plants. An
additional risk in the development of the Group's markets is the delay in planned projects in the area of nuclear energy.
The relevance of Chemicals & Petrochemicals as the most important sectors for externally sourced industrial services
increased in recent years. An increase in material costs for the Group's customers in the chemical sector, a long-term
increase in the price of oil for example, could also have negative effects on their spending behaviour regarding investments
and maintenance.
The Pharma & Biopharma sectors are strongly influenced by the structure of the public healthcare systems and the
resulting market structures. Market structures are also shaped by the relevant national regulations on drug pricing and
market access. Changes to the public healthcare systems in key countries, such as the ongoing political discussion in the
United States on the future of the health insurance system or major changes in the applicable regulations can lead to
uncertainty in the relevant industries and could have negative effects on the implementation of planned investment or
maintenance measures.
Furthermore, there could be other material trends, e.g., technology disruptions, affecting the Group's business model with
customers. Should the Bilfinger Group fail to anticipate or recognise such developments or fail to develop appropriate
strategies as a response to such market trends, this could result in a disadvantageous position for the Group including a
loss of customer contact and thereby a loss of revenue potential or growth opportunities.
In certain businesses and markets the Group is dependent on few or even a single customer. In case any of these key
customers decide to cancel substantial parts of their contracts or even their whole business relation to the Group, the
Bilfinger Group may be faced with substantial underutilization or shut down costs.
All these factors could have a material adverse effect on the net assets, financial position and results of operations of the
Bilfinger Group if they differ from expectations.
Competition Risk
Competition in the markets in which the Bilfinger Group operates is significant, and in all markets a very low
concentration is currently recorded on the provider side. Furthermore, the Bilfinger Group is smaller than a number of its
customers, who try to exploit their relative market strength, particularly in the context of new tenders.
In the individual markets, the Bilfinger Group competes primarily on the basis of its product range, pricing, established
client relationships, technical knowledge, the efficient handling of projects and service contracts, the availability of credit
6

and funding for corporate financing and the number of competitors. If the Bilfinger Group is unable to continue to provide
its services to existing clients, to develop new services portfolios and to attract new clients, to respond to client trends, to
increase its operating efficiency and to reduce its operating and overhead costs, it may not be able to successfully compete
in the relevant markets.
Should the Bilfinger Group fail to maintain its market position in the relevant markets, this could have a material adverse
effect on the net assets, financial position and results of operations of the Bilfinger Group.
Country Risks
The Bilfinger Group is active in many different countries worldwide. The international scope of its business operations
means that the Bilfinger Group faces risks with respect to geopolitical instability, possible terrorist attacks, natural
disasters and epidemics. There are also general political (including the imposition of export controls) and social risks in
each region that can significantly influence operating activities.
These factors could have a material adverse effect on the general level of economic and business activity, which could
also lead to reduced sales opportunities for the Bilfinger Group and damage its growth prospects.
For example, in May 2018, the government of the United States announced that it would reimpose a wide array of Iran-
related sanctions including sanctions aimed at Iran's oil sector and transactions with its central bank. Companies and other
countries that continue to deal with Iran after certain wind-down periods will face US sanctions if they fail to reduce or
end their trade with the country. The Bilfinger Group has therefore decided that any new business activities of the Group
in Iran are prohibited unless explicitly approved by its executive board. As of the date of this Prospectus, the Bilfinger
Group is not involved in any business activities in Iran or with Iranian companies.
The Bilfinger Group is further conducting business with Russian partners, e.g., on the North Stream pipeline. Sanctions
against Russia or, in general, against companies doing work with Russian organizations could negatively affect the Group.
Moreover, some countries in which the Bilfinger Group operates have different general conditions and, in some cases,
considerably lower levels of economic, political, and legal stability as compared to the European Union or the United
States. Also, some countries, especially in the Middle East and in Africa are enforcing an increasing involvement of local
businesses and workers in their markets. But even in Europe and in the United States, social and political climates may
change given global trends, such as an increase in global migration.
The aforementioned political, economic and other risks might, each one individually or in the aggregate, have a material
adverse effect on the net assets, financial position and results of operations of the Bilfinger Group.
Regulatory Environment
Numerous laws and regulations apply to the business operations of the Bilfinger Group in the various markets in which
it operates. The local requirements of each country the Group is active in need to be met in their various forms, though
regulatory requirements in particular are subject to constant change.
Should the Bilfinger Group not be able to fully comply with the relevant local requirements, this could could have material
negative effects on the Group. For example, the Group could be in an unfavourable position with regard to the awarding
of contracts or could even face exclusion from tenders. As a consequence, the growth of Bilfinger Group's business
activities in the affected regions could be negatively impacted.
The Bilfinger Group is subject to the laws applicable to commercial enterprises, including in particular laws relating to
taxation, accounting regulations, land utilisation, building, occupational health and safety, security, quality and liability,
transportation, local work and employment practices (including pensions), competition and numerous provisions of
environmental law, in particular in the field of emissions, water and soil protection as well as waste management. Any
infringement of such applicable laws may result in a direct liability of the Bilfinger Group which could have a material
adverse effect on the net assets, financial position and results of operations of the Bilfinger Group.
7

In addition, the type of services which the Bilfinger Group is permitted to perform may be regulated by law. Compliance
with these numerous statutory provisions requires significant effort and expense. Any amendment to, and in particular a
tightening of, such provisions could adversely affect the saleability and marketability of the services offered by the
Bilfinger Group or increase its compliance costs and tax burden, which could have a material adverse effect on the net
assets, financial position and results of operations of the Bilfinger Group.
Digitalisation
Research and development activities make a key contribution to the competitiveness of the Bilfinger Group.
Recently, the Bilfinger Group has placed a new focus on digitalisation when it comes to innovation projects. In the Group
customer industries, this development is being driven forward with a great deal of commitment under the keyword
"Industry 4.0". The Bilfinger Group aims to fulfil the role as comprehensive service provider for the process industry in
the role of a bridge builder between industrial companies and pure IT providers. The goal of the Group is to help actively
shape the digital transformation as a partner for its clients.
There can, however, be no assurance that the Bilfinger Group will be successful in developing successful new products
or services or in bringing them to market in a timely manner, that the market will accept the Group's innovations or that
the Group's competitors will not be able to provide similar services or products at lower costs.
Should the Group fail to develop appropriate strategies to utilize the digitalisation market trend, growth opportunities
could be lost, or the Bilfinger Group could lose existing customers.
Furthermore, if the Bilfinger Group devotes resources to the pursuit of new technologies, products or services that fail to
be accepted in the marketplace or that fail to be commercially viable, all or part of these research and development
expenses may be lost.
All these factors could have a material adverse effect on the net assets, financial position and results of operations of the
Bilfinger Group
Strategic Transformation
The Bilfinger Group has initiated a comprehensive strategic transformation which applies to all levels and areas of the
Group. As a result, a multitude of requirements must be reconciled.
Group-wide programs are aimed to ensure that the standards at Bilfinger Group are implemented and applied with equal
measure (for example regarding the compliance program, process and system harmonization through the introduction of
a uniform enterprise resource planning system (ERP) or the worldwide introduction of a uniform standard for project
management). In addition to these programs, there are also strategic initiatives such as the development and further
refinement of sales activities across the divisions.
The multitude of requirements as well as their interconnected dependencies lead to considerable complexity in their
implementation. Errors in implementation, delays or unplanned additional costs can occur as a result of concurrent time
and cost pressure. Furthermore, individual employees and managers may become overloaded due to their involvement in
various projects and activities, which can lead to them leaving the company or to an insufficient focus on daily business
activities.
Ultimately, the strategy of the Bilfinger Group was developed to the best available knowledge. However, not all data
deployed has been scrutinized to the maximum extent and may thus not be fully correct. Also, conclusions drawn from
the analysis of the Bilfinger Group's strategic position include an element of business judgment and are thus prone to
errors. By consequence, the Bilfinger Group's overall strategy may, although plausible ex-ante, prove not to be effective
ex-post.
All these factors could have a material adverse effect on the net assets, financial position and results of operations of the
Bilfinger Group.
8

Insufficient Speed for achieving Medium-Term Goals
The achievement of the Bilfinger Group's medium-term goals requires a substantial increase in productivity in both the
direct and indirect functions. At the same time, Bilfinger faces an ongoing high level of pressure in the market and in its
margins, with customers demanding that they pass on cost reductions to them. Steady increases in inflation also cannot
be readily carried over to the customer in full. Newly accepted framework agreements in the Maintenance, Modifications
& Operations business segment are less profitable due to set-up costs and the initial training necessary for a specific plant
in the start phase. The situation requires the cost basis to be managed consistently and a questioning of the status quo at
regular intervals.
A failure by the Bilfinger Group to achieve the required productivity increases or to successfully adopt to the challenging
market environment could have a material adverse effect on the net assets, financial position and results of operations of
the Bilfinger Group.
Mergers and Acquisitions
The Bilfinger Group may pursue selected acquisitions in the future. To the extent that it is successful in making
acquisitions, the Group may need to expend substantial amounts of cash, incur additional debt or assume loss-making
divisions.
The Group may not be able to realize the anticipated cost savings, synergies, future earnings or other benefits that it
intends to achieve from acquisitions, e.g., because post-merger integration is not as effective as expected. The Group
cannot guarantee that any future acquisition will yield benefits that are sufficient to justify the expenses the Group incurs.
The Bilfinger Group could also take on additional risks as a result of acquisitions.
All these factors could have a material adverse effect on the net assets, financial position and results of operations of the
Bilfinger Group
Operational Risks
Calculation and Execution Risks
The Bilfinger Group is subject to material calculation and execution risks. For a significant portion of the business of the
Bilfinger Group, success depends on the cost/revenue ratio being accurately calculated and controlled and contracts being
executed and completed on schedule, so that costs are contained within the pricing structure of the relevant contract. A
significant number of contracts are based in part on cost calculations that are subject to a number of assumptions. If
estimates of the overall risks or calculations of the revenues or costs prove inaccurate or circumstances change, lower
profits may be achieved from or losses may be incurred on such contracts.
Risks exist in particular in connection with the planning and execution of long-term service contracts and major projects
due to the project volumes and high degree of technical complexity.
Risks from the framework agreements in the service business relate primarily to the Maintenance, Modifications &
Operations business segment. In this segment, the Bilfinger Group generally concludes contracts over a longer term
(typically with a contract term of 3 to 5 years), which are primarily awarded in a highly competitive environment. The
earnings margins attainable in long-term contracts could deviate from the initial calculations as a result of changes from
diverse influences. In maintaining industrial plants, there is the risk that material and personnel costs or legal requirements
are not fully covered by the contractual revenue and thus have an impact on the results of operations, net assets and
financial position of the Bilfinger Group.
Risks from the project business relate primarily, but are not limited to, to the Engineering & Technologies segment and
are also increasingly relevant for the maintenance and repair units. Project orders, for example, are major inspections (so-
called "turnarounds") or the new construction of industrial production facilities.
Requirements, which have not been fully anticipated, and resulting modifications, delays, financial difficulties of the
Group's customers or suppliers, lack of skilled personnel, technical difficulties, cost overruns, construction site conditions
9

or changes to the project sites, weather influences or natural catastrophes, changes to the legal or political environment
or logistical difficulties can have a significant negative impact on the results of operations, net assets and financial position
of the Bilfinger Group.
The Bilfinger Group takes responsibility for the engineering, procurement and construction ("EPC") in a number of
project orders. Plant construction projects carried out as part of EPC or "turnkey fixed price" contracts are often complex,
require substantial purchasing volumes and a qualified project management. Such project contracts are typically
concluded with the obligation to provide turnkey construction of the plant or plant components. A key risk for the Bilfinger
Group lies in the fact that the calculated prices may be inadequate for the contractual performance for diverse reasons (for
example construction site conditions, delays due to weather conditions, mistakes by subcontractors) and that further
claims cannot be obtained from the customer. This can result in a decreased profit margin and in some cases can lead to
significant losses from the contract.
All these factors could have a material adverse effect on the net assets, financial position and results of operations of the
Bilfinger Group
Accidents, Safety Defects, Defective Performance, Quality Defects or Environmental Damage
The Bilfinger Group is dependent on its clients' confidence in the safety, quality and environmental compatibility of its
services and projects. Actual or alleged accidents at projects, safety defects, defective performance, quality defects or
environmental damage resulting therefrom could have adverse financial consequences and also negatively affect the
demand for services of the Bilfinger Group. Accidents occurring during the execution of major contracts can cause serious
damage to persons and property and could do lasting damage to the reputation of the Bilfinger Group in the public opinion,
even if the Bilfinger Group was not actually responsible for causing such damage and no fault on the part of the Bilfinger
Group is proven. This could have a material adverse effect on the net assets, financial position and results of operations
of the Bilfinger Group.
Key Employees
The success of the Bilfinger Group largely depends on the performance of qualified employees, executive staff, the
management of the divisions and the executive board (Vorstand). In order to meet the requirements of its customers,
Bilfinger is reliant on technically qualified and motivated employees in many areas. There is a risk that qualified staff
will leave the company and potential new employees will be reluctant to move to Bilfinger.
In addition, due to local regulations, there is an increasing requirement on the employment of local workers in certain
markets, for example in the Middle East or in South Africa. These regulations have been tightened in recent years and it
has been challenging for the Bilfinger Group to find local talent. This may lead to key positions in local units only being
filled with significant effort and at less attractive conditions than planned. This can also result in higher fluctuation, as
employees are recruited by other employers with inflated offers. This increased fluctuation risk could then lead to
additional training costs in order to increase the productivity of newly hired employees to the level of those who left.
Difficulties in filing open positions could also result in delayed completion of projects or could restrict the ability of the
Bilfinger Group to compete for new contracts.
If the Bilfinger Group is unable to retain or recruit a sufficient number of management staff and skilled employees,
maintaining its market position, as well as future growth, would be at risk. This could have a material adverse effect on
the net assets, financial position and results of operations of the Bilfinger Group.
Information Technology and Data Protection
The Bilfinger Group is dependent on an efficient and uninterrupted operation of its computer and data processing systems.
In the past, a number of components of the computer and data processing systems of the Bilfinger Group have repeatedly
been upgraded, expanded and partly replaced by new components. Individual components have been sourced from
different suppliers, integrated at different times or based on different software versions, which may render the interaction
between the components more prone to failures than would be the case with a system that was sourced from one supplier
with components commissioned simultaneously.
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