Fresenius Medical Care : Compensation system 2024+ for management board members

Compensation System 2024+ for the members of the Management Board (Convenience Translation)

1 Introduction: Principles and Key

Changes Compared to Compensation System 2020+

Creating a future worth living. For patients. Worldwide. Every day. This vision guides Fresenius Medical Care in its efforts to give its patients around the world a better life by offering them high-quality products and outstanding health care services. Fresenius Medical Care AG ("Company", or together with its subsidiaries "Fresenius Medical Care") aims to further leverage the expertise of Fresenius Medical Care as the world's leading provider of dialysis products and services and to apply this integrated approach as a basis for sustainable and profitable growth. As an expression of Fresenius Medical Care's commitment to sustainability, the Company has defined global sustainability objectives for the coming years on the basis of the results of the global sustainability program which was successfully completed in 2022.

The compensation system for the Company's management board members presented herein ("Compensation System 2024+") makes a significant contribution for promoting the business strategy and the long-term, sustainable development of Fresenius Medical Care. It provides effective incentives for the achievement of Fresenius Medical Care's strategic goals as well as for the long-term value-creation of the Company, taking into account the interests of patients, employees, shareholders and other stakeholders.

Until the change of legal form to a stock corporation took effect, the Company was a partnership limited by shares that itself did not have a management board but rather a general partner, i.e., Fresenius Medical Care Management AG, which managed the business of the Company. A compensation system was defined for the management board of Fresenius Medical Care Management AG, the general partner at the time, by the supervisory board of Fresenius Medical Care Management AG ("Compensation System 2020+"). The Compensation System 2020+ was approved by the Company's Annual General Meeting on August 27, 2020, with a majority of more than 95% of votes cast. The extraordinary general meeting of the Company held on July 14, 2023, which resolved upon the Company's change of legal form, decided that the Compensation System 2020+ should continue to apply unchanged in content, taking into account the changed governance structures resulting from the change of legal form and the withdrawal of the general partner.

In order to continue setting effective incentives for the members of the management board of the Company ("Management Board") and to execute Fresenius Medical Care's long-term strategy in the best possible way, the supervisory board of the Company ("Supervisory Board") resolved the Compensation System 2024+, which essentially builds on and refines the Compensation System 2020+.

The Compensation System 2024+ is based on the guiding principles as shown in ChArT 4.40 on the following page.

The Compensation System 2024+ provides the framework conditions for the Supervisory Board when determining the compensation benefits for the Management Board members. It is designed to comply with the provisions of the German Stock Corporation Act (Aktiengesetz, AktG) and the recom-mendations regarding compensation of the Management Board in Chapter G of the German Corporate Governance Code in the version dated April 28, 2022 (the "GCGC").

The Compensation System 2024+ differs from the previous Compensation System 2020+ essentially in the following features:

• > In the short-term performance-based compensation ("Short-Term Incentive" or "STI"), the financial performance targets are no longer weighted equally. The performance targets "revenue" and "Operating Income" are specifically linked to the areas of responsibility of the Management Board members in accordance with Fresenius Medical Care's new global operating model; this means that a distinction is made in the Short-Term Incentive between the Management Board members with a group-level function and Management Board members with responsibility for the operating segments Care Delivery and Care Enablement. As under the Compensation System 2020+, the weighting of the financial performance targets in the Short-Term Incen-tive is 80%. Sustainability targets also continue to apply for the Short-Term Incentive with a weighting of 20%, the focus in 2024 being on patient and employee satisfaction.

• > The target Short-Term Incentive amount, which is paid out at an overall target achievement level of 100%, continues to be generally set at 105% (multiplier of 1.05) of a Management Board member's relevant base salary; however, the Super-visory Board may determine another multiplier for fiscal years for which no Short-Term Incentive has yet been allocated within a range from 100% (multiplier of 1) to 125% (multiplier of 1.25) of the Management Board member's relevant base salary.

• > The target achievement cap for, and the payout cap from, the Short-Term Incentive is increased from 120% to 150% in order to create even stronger incentives for the Management Board members within appropriate limits and in line with current market practices.

C 4.40

PRINCIPLES OF THE COMPENSATION SYSTEM 2024+

Principles of the Compensation System 2024+

Promote Strategy

Alignment with Shareholders' Interests

Simple Structure

Long-term Focus

The Compensation System 2024+ promotes the execution of

Fresenius Medical Care's global strategy.

With its aim of achieving sustainable and profitable business growth while taking into account an attractive total return for shareholders, the Compensation System 2024+ is geared to increasing long-term value for shareholders. Feedback fromnumerous capital market participants has been considered in the design of the system and the link to the development of enterprise value has been strengthened.

The Compensation System 2024+ is easy to understand and has a simple structure.

The compensation components and the long-term oriented compensation structure promote long-term and sustainable value creation.

Linked to Performance

The Compensation System 2024+ is significantly oriented to the Company's performance due to its high proportion of variable compensation.

Reward Financial Performance & Sustainability

Collaboration across Operating SegmentsGood Corporate Governance

Market Practice

The performance targets reflect the Company's business strategy and strengthen its commitment to a responsible corporate culture and the strategic targets in the field of sustainability.

Performance targets at the group level and also at the operating segments level are applied for the Management Board members. By measuring performance at the group level, close collaboration across the Company's operating segments is promoted.

The Compensation System 2024+ is designed to comply with the recommendations set forth in the version of the German Corporate Governance Code dated

The design of the Compensation System 2024+ is oriented toward current market practices.

April 28, 2022.

> In the long-term performance-based compensation ("Long-

Term Incentive" or "LTI"), new performance targets and new weightings are established in order to better reflect the Company's strategic priorities with regard to developing enterprise value, increasing profitability and achieving long-term, sustainable growth. The introduction of the capital markets target Total Shareholder return ("TSR") compared to competitors ("Relative TSR") takes into account the long-term development of enterprise value as well as the requirements of capital market participants. In addition to a financial performance target and a capital markets target, the introduction of a sustainability target in the Long-Term Incentive puts an even greater focus on non-financial performance targets, such as in 2024 reduction in CO2e emissions.

> The amount allocated under the Long-Term Incentive continues to be generally set at 135% (multiplier of 1.35) of a Management Board member's relevant base salary; however, the Supervisory Board may determine another multiplier for tranches not yet allocated within a range from 105% (multiplier of 1.05) to 200% (multiplier of 2) of the relevant base salary for the Chairperson of the Management Board and from 105% (multiplier of 1.05) to 150% (multiplier of 1.5) of a Man-agement Board member's relevant base salary for all other Management Board members. This enables the Supervisory Board to allocate a lower or higher amount of variable compensation than previously. An increase in the variable compensation might be necessary in individual cases to retain Management Board members and/or to attract qualified candidates for the Management Board. This applies all the more as the Company's Management Boardcompensation level are also measured against the compen-sation levels in the U.S. due to Fresenius Medical Care's strong U.S. commitment.

> Furthermore, the Supervisory Board may choose to settle the

Performance Shares under the Long-Term Incentive not in cash, but in shares in the Company.

> In addition to the already existing shareholding requirements in connection with personal investments, such as from the previous long-term incentive plan, additional Share Ownership Guidelines are introduced. These guidelines provide that the Chairperson of the Management Board must invest 200% and the other Management Board members must invest 150% of their annual base salary in shares in the Company and permanently hold these for a

period until two (2) years after the end of their service agreements. The introduction of the Share Ownership Guidelines is intended to tie the Management Board compensation even more closely to the interests of shareholders and the sustainable development of Fresenius Medical Care.

> Moreover, for Management Board members who are appointed for the first time effectively on or after January 1, 2024, the Compensation System 2024+ provides for a cash pension allowance, which can be used for privately managed pension investments, instead of the pension commitment granted previously. This shall also apply to Management Board members having been appointed as members of the management board of the former general partner, Fresenius Medical Care Management AG, for the first time effective on or after October 1, 2023, and whose service agreements have been transferred to the Company. Management Board members who were granted a defined contribution pension commitment may, to the extent legally permissible, retroactively receive a cash pension allowance instead.

> Finally, the comparison groups for horizontal and vertical reviews of the values and structures of compensation are adjusted.

The following chart shows the key changes to the Compensation System 2024+ compared to the Compensation System 2020+:

C 4.41

KEY CHANGES TO THE COMPENSATION SYSTEM 2024+ COMPARED TO THE COMPENSATION SYSTEM 2020+

Long-Term Incentive

• > Definition: Generally cash pension allowance for privately managed pension investments. For members already in office before January 1, 2024, generally defined tcontribution or defined benefit pension commitment, depending on date of entry; alternatively, termination of defined contribution pension commitment and granting of cash pension allowance

• > Value: 40% of base salary

• > Horizontal Comparison: Companies in most relevant German benchmark index in which the Company is listed at the time (currently MDAX) and international companies from a similar sector and of a similar size

• > Vertical Comparison: Upper management level worldwide

  (currently Management Level 8 or higher) and global staff

1

Group/Region

2 Group/Segment

Compensation System 2020+

• > Performance Criteria:

  • > 20% revenue1

  • > 20% Operating Income1

  • > 40% Net Income

  • > 20% Sustainability

• > Performance Achievement (Cap): 120%

• > Payout (Cap): 120% of target amount

• > Performance Share Plan with a performance and vesting period of three years plus one-year holding period

• > Performance Criteria:

  • > 1/3 growth in revenue

  • > 1/3 growth in Net Income

  • > 1/3 rOIC

• > Performance Achievement (Cap): 200%

• > Settlement: Payout in cash

• > Payout (Cap): 400% of allocation amount

Components

Compensation System 2024+

• > Performance Share Plan with a three-year performance period and a four-year vesting period

• > Performance Criteria:

  • > 40% Profitability (in general rOIC)

  • > 40% relative TSr

  • > 20% Sustainability

• > Performance Achievement (Cap): 200%

• > Settlement: Payout in cash or settlement in shares

• > Payout in Cash or Settlement in Shares (Cap): 400% of allocation amount

• > Definition: Defined contribution or defined benefit pen-sion commitment, depending on date of joining Manage-ment Board > Value: 40% of base salary

  • > Horizontal Comparison: DAX companies and U.S.

    companies from a similar sector and of a similar size

  • > Vertical Comparison: Upper management level in

    Germany ("Vice President" or higher), staff in Germany and global staff

  Pension Provisions

  Comparison

  Groups

The Compensation System 2024+ is envisaged to be implemented in the service agreements of the Management Board members in office, shall become retroactively effective from January 1, 2024, and also shall apply to new service agreements for Management Board members.

2 Overview of the

Compensation System 2024+

The ChArT 4.42 shows the compensation components and further design elements of the Compensation System 2024+, which are described in more detail below.

2.1 Fixed Components

The fixed compensation components comprise a base salary, fringe benefits and a pension allowance or pension commitment.

C 4.42

COMPENSATION SYSTEM 2024+

2.2 Variable Components

Compensation System 2024+

Fixed Components

Variable Components

Short-Term Incentive

Financial Performance Targets:

20 % revenue1

40 % Operating Income1

20% Net Income Non-Financial Performance Target:

20 % SustainabilityCap on target achievement and payouts: 150%

Long-Term Incentive

Financial Performance Target: 40 % Profitability Capital Markets Target: 40 % relative TSr Non-Financial Performance Target:

20 % SustainabilityCap on target achievement: 200%

Cap on payouts in cash or settlement in shares: 400%

Value of Maximum Compensation

Maximum Compensation amount for each Management Board member depending on their function

Further Design Elements

Share Ownership Guidelines

Malus and Clawback

Severance Payment Cap

The variable compensation components comprise a Short-Term Incentive and a Long-Term Incentive. The target Short-Term Incentive amount generally equals 105% (multiplier of 1.05) of a Management Board member's relevant base salary. The amount allocated under the Long-Term Incentive generally equals 135% (multiplier of 1.35) of a Management Board member's relevant base salary.

2.3 Financial and Non-Financial

Performance Targets (Sustainability Targets) and Capital Markets Target

1 Group/Segment

Fresenius Medical Care aligns all processes in a global organization in a patient-oriented manner, develops innovative products and provides life-sustaining treatments. The Company wants to treat a growing number of patients and to improve the quality of treatments due to the global exchange of best in class standards. The envisaged growth shall be profitable and sustainable. For this purpose, Fresenius Medical Care intends to focus on its core competencies: operating outpatient facilities, standardizing medical procedures, developing innovative products, and coordinating patients efficiently. To ensure an appropriate balance between growth and profitability targets, the Compensation System 2024+ focuses on both dimensions. In addition, it takes into account strategically relevant environmental, social and governance ("ESG") aspects and the capital mar-kets performance.

The performance targets, as determined by the Supervisory Board, include financial as well as non-financial performance targets and a capital markets target. These performance targets set effective incentives for the Management Board members to act in accordance with the Company's strategy and support the long-term and sustainable development of Fresenius Medical Care in the best possible way.

The financial performance targets are derived from perfor-mance indicators that are relevant to the Company.

> For the Short-Term Incentive, they relate to the revenue of the group or the relevant operating segment for which a Management Board member is responsible ("Revenue"), the operating income of the group or operating segment for which a Management Board member is responsible ("Operating Income"), and the net income attributable to the shareholders of the Company ("Net Income").

> For the Long-Term Incentive, a performance indicator to measure profitability is used as a financial performance target. This will generally be return on invested capital ("ROIC").

The non-financial performance targets (sustainability targets) relate to relevant sustainability aspects identified by the Company in the relevant ESG fields consistent with Fresenius Medical Care's strategy.

> For the Short-Term Incentive for 2024, patient satisfaction and employee satisfaction are applied as sustainability targets.

> For the Long-Term Incentive, a reduction in the CO2e emissions of Fresenius Medical Care is applied as a sustainability target for the 2024 allocation, in line with the goal to achieve climate neutrality by 2040.

In future fiscal years, other sustainability targets that are also relevant for Fresenius Medical Care, consistent with its strategy, ambitious and transparently measurable may also be selectedfor the Short-Term and Long-Term Incentive instead of, or in addition to, patient satisfaction, employee satisfaction and reduction in CO2e emissions (e.g., from the fields of patients, employees, quality, innovation and environment). The sustainability target used in the Short-Term Incentive shall differ from the sustainability target used in the Long-Term Incen-tive in order to create holistic incentives and to cover the various sustainability fields relevant to Fresenius Medical Care's strategy. If the sustainability targets for the Short-Term Incentive and for the Long-Term Incentive focus on the same areas, the sustainability targets will be determined in such a way that they build on or complement each other in order to promote Fresenius Medical Care's sustainable development.

For the Long-Term Incentive, relative TSr is applied as capital markets target.

These performance targets promote the operating and the strategic goals of Fresenius Medical Care and also reward the success in implementing its sustainability targets by fostering an appropriate focus on high-quality care for patients, high employee satisfaction and sustainable profitable growth. The introduction of a capital markets target for the Long-Term Incentive addresses investor-specific requirements for the inclusion of a relative performance measurement in compari-son to relevant competitors and ties the compensation of the Management Board to the long-term capital market performance of Fresenius Medical Care. The introduction of a non-financial performance target for the Long-Term Incentive in addition to the non-financial performance target for the Short-Term Incentive is derived from the Company's commit-ment toward maintaining a responsible corporate culture and attaining strategic sustainability targets which also takes into account the requirements of the Company's shareholders and further stakeholders.

2.4 Caps and Maximum Compensation

For the Short-Term Incentive, the target achievement and payout are capped at 150% of the relevant target Short-Term Incentive amount. For the Long-Term Incentive, the target achievement is capped at 200% and the payout in cash or settlement in shares is capped at 400% of the amount allocated; since the amount payable in cash or the amount to be settled in shares from the Long-Term Incentive also depends on Fresenius Medical Care's share price development, the opportunity of profiting from share price development in the relevant vesting period thus also is limited.

The Compensation System 2024+ additionally provides for an overall maximum compensation amount for each Management Board member ("Maximum Compensation"). The Maximum Compensation limits the benefits that a member of the Management Board can receive as compensation for a fiscal year, irrespective of when the actual payment accrues.

The Maximum Compensation includes the base salary for the fiscal year (paid out during the fiscal year), the Short-Term Incentive for the fiscal year (paid out in the following fiscal year) and the Long-Term Incentive for the fiscal year (paid out in later fiscal years) and all other fringe benefits, sign-on bonuses and other compensation for the relevant fiscal year such as a pension allowance for the relevant fiscal year (paid out in general during the fiscal year). Any pension service costs incurred in a fiscal year in line with a pension commitment being part of the fixed compensation components are also included in the calculation of the Maximum Compensation.

The Maximum Compensation amount for each Management Board member can be lower than the sum of the potentially achievable payouts from the individual compensation components determined or allocated for a fiscal year. If the respective payouts to a Management Board member exceeded the Maximum Compensation amount, the proceeds of the Long-Term Incentive (irrespective of whether they are paid out

in cash or settled in shares in the Company) would be reduced to the extent necessary to ensure that the Maximum Compensation amount is not exceeded. The Maximum Compensation continues to apply following the end of the appointment and service agreement of the Management Board member.

ChArT 4.43 shows how the Maximum Compensation works:The Maximum Compensation amounts are determined based on the currency of the base salary as stated in a Management Board member's service agreement. The Maximum Compensation amounts to EUr 12,000,000 or USD 12,975,240 for the Chairperson of the Management Board, EUr 9,500,000 or USD 10,272,065 for the Management Board member responsible for the Care Delivery operating segment, and EUr 7,000,000 or USD 7,568,890 for all other current Manage-ment Board functions.

If new Management Board functions are established, the Maximum Compensation amounts for the Management Board members having such functions can range between EUr 5,000,000 and EUr 7,000,000 or USD 5,406,350 and USD 7,568,890, respectively.

2.5 Share Ownership Guidelines

The Compensation System 2024+, in addition to shareholding requirements that already exist, introduces so-called Share Ownership Guidelines ("SOG") in order to foster an even greater alignment of the incentives provided to the Management Board for implementing Fresenius Medical Care's business strategy with the interests of the Company's shareholders and to promote Fresenius Medical Care's sustainable development. The introduction of the SOG also takes account of current market practices and the expectations of capital market participants.

Under the SOG, Management Board members shall be required to acquire shares in the Company or American Depositary Shares representing shares in the Company evidenced by American Depositary receipts ("ADSs") over several years in the amount of a percentage of their annual base salary ("SOG Amount") and to hold them for a certain period of time. The SOG Amount is 200% of the annual base salary for the Chairperson of the Management Board and 150% for the other Management Board members. The Management Board members are required to hold these shares or ADSs permanently until two (2) years after the end of their service agreements.

The period during which the respective Management Board member must acquire shares in the Company is in general four (4) years and starts when the contractual term of the service agreement begins, but at the earliest on January 1, 2024. The build-up period ends at the latest at the end of the respective service agreement. The Management Board member must have fully invested the SOG Amount no later than four (4) years after the start of the build-up period. Additional shares in the

Company or ADSs acquired in one year or already held by the Management Board member at the start of the build-up period can be offset against the amount to be invested.

2.6 No Discretionary Special Payments

Under the Compensation System 2024+, the Supervisory Board is not entitled to award special payments for outstanding performance to the Management Board members on a discretionary basis (known as discretionary bonus (Ermessenstantieme)).

2.7 Malus and Clawback

Under the Compensation System 2024+, the Supervisory Board is entitled to withhold (malus) or reclaim (claw back) variable compensation components in the event of material breaches of internal Company guidelines or statutory or contractual duties and in the event of incorrect consolidated annual financial statements (including material breaches of financial reporting requirements under U.S. federal securities laws), considering the characteristics of the individual case. Material breaches include, but are not limited to, failure to comply with key provisions of the internal Code of Ethics and Business Conduct, grossly negligent or unethical conduct, and significant breaches of the duty of care within the meaning of Section 93 of the German Stock Corporation Act. In the event of incorrect consolidated financial statements (or material non-compliance with financial reporting requirements under U.S. federal securities laws), variable compensation that has already been paid out may be reclaimed if the audited and approved consolidated financial statements on which the calculation of the amount to be paid out was based were incorrect and on the basis of corrected consolidated financial statements a lower amount or no payment of variable compensation would have been owed. The obligation of the Management Board member to pay damages to the Company

pursuant to Section 93 (2) of the German Stock Corporation Act remains unaffected by these provisions.

Within this framework, the Supervisory Board will ensure that contractual provisions are in place determining detailed requirements for withholding or reclaiming variable compen-sation components and setting forth the consequences thereof, including the full or partial forfeiture of all or some variable compensation components. The entitlement to claw back generally becomes time-barred no later than at the end of the third fiscal year following payment of the perfor-mance-based compensation.

2.8 Compensation Offset

Any compensation awarded to Management Board members for Supervisory Board mandates in entities in the Company's group will be offset against the Management Board member's base salary. Furthermore, the Supervisory Board can resolve to deduct any compensation, in full or in part, awarded to Management Board members for any activity in supervisory boards outside of the Company's group from the Management Board member's base salary.

2.9 Compensation Structure

The total target compensation consists of the target total direct compensation for a full fiscal year (sum of the annual base salary, annual target Short-Term Incentive amount and the annual amount allocated under the Long-Term Incentive, "Target Total Direct Compensation"), fringe benefits and a pension allowance or a pension commitment.

The Compensation System 2024+ is focused on the long-term and sustainable corporate development of Fresenius Medical Care. Therefore, variable compensation components are mainly allocated with a long-term focus. For this reason, the

amount allocated under the Long-Term Incentive will exceed the target Short-Term Incentive amount for each fiscal year.

Under the Long-Term Incentive, performance is measured over a period of three (3) years. The vesting period for the Long-Term Incentive is four (4) years. Therefore, Management Board members have access to the Long-Term Incentive only after at least four (4) years have elapsed; deviations may apply in case of death, full or partial reduction in earnings capacity and other pre-defined leaver events.

Depending on the multipliers applied to the target amount for the Short-Term Incentive and to the allocation amount for the Long-Term Incentive, the basic structure of the Target Total Direct Compensation consists of approximately 24% - 33% base salary, approximately 25% - 36% Short-Term Incentive and approximately 34% - 50% Long-Term Incentive and is exemplarily shown in the ChArT 4.44 on the following page.

Around 67% - 76% of the Target Total Direct Compensation is comprised of performance-based variable compensation components. The share of approximately 34% - 50% of the Long-Term Incentive in the Target Total Direct Compensation reflects the long-term orientation of the compensation structure. The specific relative share of the Target Total Direct Compensation for a fiscal year depends on the function of the Management Board member and on the relevant multipliers determined by the Supervisory Board in accordance with this Compensation System 2024+ for the target amounts of the Short-Term Incentive and the amounts allocated under the Long-Term Incentive. For example, with a multiplier of 1.05 for the Short-Term Incentive and a multiplier of 1.35 for the Long-Term Incentive, approximately 29% of the Target Total Direct Compensation consists of basic compensation, approximately 31% of the Short-Term Incentive and approximately 40% of the Long-Term Incentive.

C 4.44

BASIC COMPENSATION STRUCTURE

Fringe benefits and pension allowances or pension commitments, too, are considered when determining the compensation structure of the total target compensation.

Fringe benefits are awarded based on the individual service agreements with the Management Board members, and their type and amount vary for each Management Board member. The amount of fringe benefits for each Management Board member usually ranges between approximately 1% and 10% of the relevant Target Total Direct Compensation for eachfiscal year. This range is derived from the individual fringe benefits awarded to each Management Board member in their current service agreement as well as from historical data.

Generally, Management Board members are granted a pension allowance in cash amounting to 40% of their respective base salary. Pension commitments previously granted to Management Board members under a defined benefit or a defined contribution scheme in principle remain unaffected; Management Board members who were granted a defined contribution pension commitment may, to the extent legally permissible, retroactively receive a pension allowance in cash instead.

3 Process of Determining,

Reviewing and Implementing the Compensation System

The Supervisory Board is responsible for determining the compensation of each Management Board member as well as for determining, reviewing and implementing the compensation system for the entire Management Board. The Supervisory Board is supported in this by its compensation committee ("Compensation Committee"). The Compensation Commit-tee makes recommendations to the Supervisory Board. The recommendations of the Compensation Committee as well as any other matters relating to the individual compensation of the Management Board members and the compensation system are discussed by the Supervisory Board and, where required, resolved upon.

Under the rules of Procedure for the Supervisory Board, the members of the Supervisory Board are under an obligation to disclose any conflicts of interest without undue delay. The same obligation applies to the members of the Compensation Committee. These rules also apply to the process of compen-sating the individual Management Board members and to the

process of determining, reviewing and implementing the compensation system for the Management Board members.

The Compensation System 2024+ was developed with the support of external compensation experts. The Supervisory Board may also in the future consult external compensation experts to support it in its determination of the compensation of the Management Board members and when determining and reviewing the compensation system as a whole. Any such compensation experts are independent from the Company, the Management Board and the Company's affiliates. The compensation experts are replaced from time to time in order to ensure independent compensation reviews.

The value of the total target compensation of each Management Board member is determined by the Supervisory Board in line with the Compensation System 2024+. In compliance with the requirements of the German Stock Corporation Act and the GCGC, it is ensured that compensation is commensurate with the duties and performance of each Management Board member and the Company's situation, is geared toward the long-term, sustainable development of Fresenius Medical Care and does not exceed customary compensation without any special justification. To this end, both external and internal compensation comparisons are conducted. As a result, the total compensation may differ among the Management Board members, diligently considering a Management Board member's function and responsibilities as well as differences in international pay practices. The total compensation for the individual Management Board members takes into account the interests of the Company in retaining Management Board members and attracting qualified candidates for the Management Board.

In order to assess the appropriateness of the Compensation System 2024+ and the individual compensation of the Man-agement Board members, the Supervisory Board conducts a horizontal review of compensation amounts and structures (external comparison). The horizontal comparison is

made at a national level with other companies from the most relevant German benchmark index in which the Company is listed (currently MDAX) and at an international level with companies operating in a similar sector and having a similar size. The comparison group used for the horizontal comparison is disclosed in the compensation report for the relevant fiscal year.

The Supervisory Board also takes into account a vertical review of the compensation levels of Fresenius Medical Care's employees when determining the compensation system and the compensation of the Management Board members (internal comparison). The compensation of the Management Board members and of the members of the upper management of Fresenius Medical Care (currently Management Level 8 or higher) as well as of the global staff (generally all employees with the exception of Fresenius Medical Care's upper management) is set in relation. When conducting the vertical review, the Supervisory Board also takes into account the development of compensation levels over time.

Any new compensation system for the Management Board members as resolved and intended to be applied by the Supervisory Board is submitted to the Company's General Meeting for approval. The Supervisory Board will review the compensation system on a regular basis and, if required, resolve changes thereto. In the event of significant changes and at least every four (4) years, the compensation system will be submitted to the General Meeting for approval. Should the General Meeting not approve the submitted compensation system, such compensation system is reviewed and submitted, at the latest, to the following Annual General Meeting.

4 Compensation Components in Detail

4.1 Fixed Compensation

The fixed compensation components awarded to the Management Board members under the Compensation System 2024+ comprise a base salary, fringe benefits and a pension allowance or pension commitment, as applicable.

4.1.1 Base Salary

The base salary, which is usually agreed for a full year, is paid in accordance with local customs applicable to the respective Management Board member. For Management Board members located in the U.S., the base salary is typically paid in bi-weekly installments. For Management Board members located in Germany, the base salary is typically paid in twelve (12) monthly installments.

4.1.2 Fringe Benefits

Fringe benefits are awarded based on the individual service agreements of the Management Board members and can essentially include the following: private use of company cars or payment of a car allowance, payments for school fees, housing, rent and relocation, reimbursement of fees for the preparation of income tax returns, reimbursement of charges, allowances for accident, life, pension, health and care insurance, other insurance benefits as well as tax equalization compensation due to varying tax rates applicable in Germany and, where applicable, the country in which the Management Board member is personally taxable. Fringe benefits can be of a one-time or recurring nature. Due to the Maximum Compensation, a maximum amount is also determined for fringe benefits for each fiscal year and for each Management Board member.

In order to attract qualified candidates for the Management Board, the Supervisory Board may complement the compen-sation of first-time Management Board members in an appro-priate and market-compliant manner in the form of a sign-on bonus, e.g., to compensate for any forfeited compen-sation benefits from previous employment or service relation-ships. The Supervisory Board may also award reimbursements of fees, charges and any other costs in connection with or related to any change in the regular place of work of Management Board members.

4.1.3 Pension Allowances and Pension Commitments

Management Board members appointed for the first time effective on or after January 1, 2024, will be granted a pension allowance in cash for private pension provisions in the amount of 40% of their relevant base salary. This shall also apply to Management Board members having been appointed as members of the management board of the former general partner, Fresenius Medical Care Management AG, for the first time effective on or after October 1, 2023, and whose service agreement has been transferred to the Company, retroactively as from the date of their appointment as members of the management board of the former general partner.

The current company pension scheme for the Management Board members in office at the management board of the former general partner on September 30, 2023, will in principle be continued. This means:

> Management Board members who were appointed as members of the Management Board of the former general partner of the Company organized in the legal form of a part-nership limited by shares for the first time effective prior to January 1, 2019, could be granted a contractual pension commitment in the form of a defined benefit scheme. Under this defined benefit scheme, pension commitments provide for pension and survivor benefits (Hinterbliebenen-versorgung) from the time the member permanently retires from active employment or in the event of a full or partial reduction in their earning capacity (Erwerbsminderung). The