each full fiscal year, payable after the end of the fiscal year. 
(2) If the Annual General Meeting resolves higher remuneration, this shall apply. 
(3) The Chairman of the Supervisory Board shall receive two and a half times, and his deputies one and a half times, 
the remuneration of a Supervisory Board member as set forth in Article 13 (1). 
(4) For membership in the Audit Committee of the Supervisory Board a member shall receive additional remuneration of 
Euro 40,000.00 for each full fiscal year, while the Chairman of the Audit Committee shall receive twice this amount. 
(5) If a fiscal year does not encompass a full calendar year, or if a member of the Supervisory Board is a member of 
the Supervisory Board for only a portion of the fiscal year, the remuneration shall be paid on a pro rata temporis 
basis. This shall apply accordingly to membership of the Audit Committee of the Supervisory Board. 
(6) The members of the Supervisory Board shall be refunded expenses incurred when exercising their functions, which 
also includes applicable value added tax due for payment. 
(7) The Company shall provide members of the Supervisory Board with insurance cover to an appropriate extent for 
exercising Supervisory Board activities. 
(8) If a member of the Supervisory Board is at the same time a member of the Supervisory Board of the General Partner, 
Fresenius Management SE, and receives remuneration for his service on the Supervisory Board of Fresenius Management SE, 
the remuneration pursuant to Article 13 (1) shall be reduced by half. The same applies with regard to the additional 
part of the remuneration for the Chairman pursuant to Article 13 (3), provided he is simultaneously the Chairman of the 
Supervisory Board of Fresenius Management SE; this applies accordingly to his deputies to the extent they are 
simultaneously deputies of the Chairman of the Supervisory Board of Fresenius Management SE. To the extent a deputy of 
the Chairman of the Supervisory Board of the Company is at the same time the Chairman of the Supervisory Board of 
Fresenius Management SE, Article 13 (3) shall not apply to him." 
b) Article 13 (3) of the Articles of Association will be reworded as follows: 
"Article 13 (6) and (7) of the Articles of Association shall apply mutatis mutandis." 
8. Election to the Supervisory Board 
The Supervisory Board of Fresenius SE & Co. KGaA is composed of six shareholder representatives and six employee 
representatives in accordance with secs. 95, 96 of the Stock Corporation Act (AktG), sec. 22 of the Co-Determination of 
Employees in the Event of Cross-Border Mergers Act (Gesetz über die Mitbestimmung der Arbeitnehmer bei einer 
grenzüberschreitenden Verschmelzung, MgVG) in conjunction with secs. 24, 25 of the MgVG and Article 8 (1) and (2) of 
the Articles of Association. Pursuant to sec. 96 (3) sent. 1 of the Stock Corporation Act (AktG), women and men must 
each be represented on the Supervisory Board in a proportion of at least 30 percent, whereby pursuant to sec. 96 (2) 
sent. 2 of the Stock Corporation Act (AktG) in conjunction with sec. 96 (3) sent. 2 of the Stock Corporation Act 
(AktG), the minimum proportion must be fulfilled by the Supervisory Board as a whole. 
The election of six shareholder representatives is necessary because, in accordance with Article 8 (3) of Articles of 
Association pursuant to the resolutions of the Annual General Meeting 2016, the period of office of the shareholder 
representatives ends upon the close of this year's Annual General Meeting. 
At the recommendation of the Nomination Committee, the Supervisory Board proposes that the following persons be elected 
to the Supervisory Board as shareholder representatives: 
a) Prof. Dr. med. D. Michael Albrecht, Medical Director and Spokesman of the Board of Directors of University Hospital 
Carl Gustav Carus Dresden, residing in Dresden 
Prof. Dr. med. D. Michael Albrecht holds official posts on statutory supervisory boards or comparable domestic or 
international control bodies of the following companies: 
Dresden International University (DIU) 
University Hospital Aachen 
b) Mr. Michael Diekmann, Member of various Supervisory Boards, residing in Munich 
Mr. Michael Diekmann holds official posts on statutory supervisory boards or comparable domestic or international 
control bodies of the following companies: 
Allianz SE (Chair) 
Fresenius Management SE 
Siemens AG 
c) Mr. Wolfgang Kirsch, Member of various Supervisory Boards, residing in Königstein 
Mr. Wolfgang Kirsch holds official posts on statutory supervisory boards or comparable domestic or international 
control bodies of the following companies: 
Fresenius Management SE 
Adolf Würth GmbH & Co. KG 
AGCO Corporation, USA (until 04/2021) 
d) Prof. Dr. med. Iris Löw-Friedrich, Chief Medical Officer and Executive Vice President, Head of Development, of UCB 
S.A., Belgium, residing in Ratingen 
Prof. Dr. med. Iris Löw-Friedrich holds official posts on statutory supervisory boards or comparable domestic or 
international control bodies of the following companies: 
Evotec AG 
e) Mr. Klaus-Peter Müller, Honorary Chairman of the Supervisory Board of Commerzbank AG, residing in Bad Homburg v.d.H. 
Mr. Klaus-Peter Müller holds official posts on statutory supervisory boards or comparable domestic or international 
control bodies of the following companies: 
Fresenius Management SE (until 05/2021) 
f) Ms. Hauke Stars, Member of supervisory bodies, residing in Königstein 
Ms. Hauke Stars holds official posts on statutory supervisory boards or comparable domestic or international control 
bodies of the following companies: 
Kühne + Nagel International AG 
All nominees with the exception of Mr. Müller will be elected for a term of office commencing at the close of this 
Annual General Meeting until the close of the Annual General Meeting which resolves on the approval of the actions of 
the members of the Supervisory Board for the third fiscal year after commencement of office. The year in which the term 
of office commences does not count. Deviating from this, Mr. Müller will be elected for a term of office commencing at 
the close of this Annual General Meeting until the close of the General Meeting which resolves on the approval of the 
actions of the members of the Supervisory Board for the fiscal year 2021. 
The Supervisory Board is of the opinion that there are no business or personal relations that need to be disclosed 
pursuant to Recommendation C.13 of the German Corporate Governance Code (DCGK). All candidates are considered 
independent. 
In the event that Mr. Wolfgang Kirsch is elected to the Supervisory Board, he has expressed his intention to stand for 
the position of Chairman. In the event that Mr. Michael Diekmann is elected to the Supervisory Board, he has expressed 
his intention to stand for the position of Deputy Chairman. In the event that Mr. Klaus-Peter Müller is elected to the 
Supervisory Board, he has confirmed to be available to become the chairman of the audit committee. 
The elections shall be held on an individual basis. Mr. Wolfgang Kirsch is proposed as a new member. The remaining 
nominees are already members of the Supervisory Board and are proposed for re-election. 
Further information on the candidates can be found in the annex to agenda items 8 and 9 "Further Disclosures on Agenda 
Items 8 and 9" as well as on the website of the Company https://www.fresenius.com/annual-general-meeting. 
9. Election to the Joint Committee 
Article 13a of the Articles of Association of the Company stipulates that the Company shall have a Joint Committee that 
will be made up of two members of the Supervisory Board appointed by the General Partner and two members of the 
Supervisory Board of the Company (Joint Committee). 
The election of two new members of the Supervisory Board is necessary because, in accordance with Article 13b (4) in 
conjunction with Article 8 (3) of Articles of Association, pursuant to resolution of the Annual General Meeting 2016, 
the period of office of the representatives of the Supervisory Board ends upon the close of this year's Annual General 
Meeting. 
Pursuant to Article 13b (4) and Article 8 (3) to (3) of the Articles of Association, the Supervisory Board proposes to 
elect the following persons to the Joint Committee: 
a) Mr. Michael Diekmann, Member of various Supervisory Boards, residing in Munich 
b) Ms Hauke Stars, Member of supervisory bodies, residing in Königstein. 
Both will be elected to the Joint Committee with effect from the end of this Annual General Meeting until the end of 
the Annual General Meeting resolving on the ratification of their actions for the third fiscal year after the 
commencement of their term of office. The year in which the period of office commences shall not count. Further 
information on Mr. Michael Diekmann and Ms. Hauke Stars can be found under agenda item 8, in the annex to agenda items 
8 and 9 "Further Disclosures on Agenda Items 8 and 9" as well as on the website of the Company https:// 
www.fresenius.com/annual-general-meeting. 
The elections shall be held on an individual basis. 
Total Number of Shares and Voting Rights 
At the time of convening the Virtual Annual General Meeting, 557,543,909 shares out of a total of 557,543,909 shares 
issued carry participation rights and voting rights. 
Participation in the Virtual Annual General Meeting and Exercise of Voting Rights 
Shareholders who wish to participate in the Virtual Annual General Meeting or to exercise their voting rights must 
register for the Annual General Meeting and prove their eligibility. 
Please note that the right to participate in this year's Virtual Annual General Meeting can only be exercised through 
the authorization of the proxies nominated by the Company. Voting rights may also be exercised without attending the 
Annual General Meeting by means of electronic postal ballot. Other individuals may also be authorized; however, they

(MORE TO FOLLOW) Dow Jones Newswires

April 07, 2021 11:51 ET (15:51 GMT)