Bilfinger SE

Transaction in Own Shares • Feb 19, 2008

News Details

Other Capital Market Information | 19 February 2008 08:03

Announcement in accordance with Article 4 (2) of Commission Regulation (EC) No. 2273/2003 of December 22, 2003

Bilfinger Berger AG / Share buyback

Release of a Post-admission Duties announcement, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Bilfinger Berger AG
Mannheim
ISIN DE0005909006
WKN 590 900

Announcement in accordance with Article 4 (2) of Commission Regulation (EC)
No. 2273/2003 of December 22, 2003

By resolution of May 23, 2007, the Annual General Meeting of Bilfinger
Berger AG, Mannheim (the 'Company') authorised the Company's Executive
Board, subject to the approval of the Supervisory Board, to buy back shares
in the Company, representing a maximum of ten percent of the share capital,
up to 22 November 2008 (the 'AGM Authorisation'). By virtue of the AGM
Authorisation, the Executive Board of Bilfinger Berger AG resolved on
February 19, 2008, with the approval of the Supervisory Board, to buy back
shares in the Company up to a total consideration of EUR100 million on the
following conditions.

The buy-back will be performed in the period between February 19, 2008 and
October 31, 2008 and take place exclusively through the stock exchange. The
buy-back may be suspended and resumed, subject to the relevant legal
provisions, at any time during this period.

In line with the AGM Authorisation, the purchase price for each share that
is bought back (not including incidental purchase expenses) must not
exceed, or fall short of, the average stock exchange price for the
Company's shares calculated on the basis of the arithmetic mean of the
closing auction prices for Bilfinger Berger shares in the XETRA trading
system of Deutsche Börse AG during the five trading days preceding the
purchase by more than ten percent. Moreover, the provisions set out in
Article 5 (1) of Commission Regulation (EC) No. 2273/2003 of December 22,
2003 relating to the price of the shares to be bought back will be observed
in the context of the buy-back. These provisions specify that the purchase
price per share bought back must not exceed the higher of the price of the
last independent trade and the highest current independent bid on the
trading venues where the purchase is carried out.

Shares in Bilfinger Berger AG up to a consideration of EUR100 million (not
including incidental purchase expenses) are to be purchased. On the basis
of the Xetra closing price (as at February 18, 2008) of EUR47.72 per
Bilfinger Berger share, this represents a buy-back volume of 2,095,557
shares or 5.63% of the Company's share capital. The buy-back of own shares
by Bilfinger Berger AG is, in any case, limited to a maximum of ten percent
of the Company's share capital or currently 3,719,610 shares.

Pursuant to Article 5 (2) of Commission Regulation (EC) No. 2273/2003 of
December 22, 2003, the daily buy-back volume must not exceed 25% of the
average daily volume of the shares on the trading venue where the purchase
is carried out. The average daily volume figure must be based on the
average daily volume traded in the twenty trading days preceding the date
of purchase.

Bilfinger Berger AG has instructed a credit institution to carry out the
buy-back. The credit institution will take its decision regarding the date
on which the Bilfinger Berger shares are to be purchased on the basis of
Article 6 (3) lit. a) of Commission Regulation (EC) No. 2273/2003 of
December 22, 2003 independently and without influence from the Company. The
credit institution has, in particular, assured the Company that, in the
context of the purchase of Bilfinger Berger AG shares, it would undertake
to comply with the provisions of the AGM Authorisation and the trading
conditions set out in Article 5 (1) and (2) of Commission Regulation (EC)
No. 2273/2003 of December 22, 2003.

The transactions will be disclosed in accordance with the provisions of
Article 4 of Commission Regulation (EC) No. 2273/2003 of December 22, 2003;
Bilfinger Berger AG will provide regular updates on the progress of the
share buy-back at www.bilfinger.de.

It is not intended at present to cancel the shares that are to be bought
back. Instead, Bilfinger Berger AG maintains the financial resources for
acquisitions and to secure its growth strategy. In addition, Bilfinger
Berger AG reserves the right of using the bought back shares for other
purposes which are in compliance with the AGM Authorisation. The decision
for which purpose the shares bought back will be used will be made in
individual cases by way of a special resolution passed by the Executive
Board, and the Supervisory Board as necessary.

Mannheim, February 19, 2008

The Executive Board

19.02.2008 Financial News transmitted by DGAP

Language: English
Issuer: Bilfinger Berger AG
Carl-Reiß-Platz 1-5
68165 Mannheim
Deutschland
Internet: www.bilfinger.de

End of News DGAP News-Service

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