may be, the proxy, in the Shareholder Portal and submission of the statement, such statement is published in the
Shareholder Portal, including mentioning of name(s). The consent can be withdrawn at any time with effect for the
future. Details of the technical and legal requirements for submitting the statement in the form of video messages are
described on the Company's website at https://www.fresenius.com/annual-general-meeting and in the Shareholders Portal.
Please note that there is no legal right to the publication of a statement. The Company reserves the right not to
publish statements with a duration exceeding three minutes as well as statements not fulfilling the technical
requirements or being without any relevant reference to the agenda of the General Meeting as well as statements which
are not submitted by the aforementioned date. The same applies to statements with insulting or criminally relevant
content or obviously false or misleading content. Furthermore, the Company reserves the right to publish only one
statement per shareholder. Any motions, election proposals or questions contained in the submitted statements will not
be considered. These are to be submitted exclusively via the channels described separately in this convening.
Further Information on Voting pursuant to Table 3 of the Commission Implementing Regulation (EU) 2018/1212
Under agenda items 1 to 5 and 7 to 9, the votes on the published resolution and election proposals are binding; under
agenda item 6, the vote on the announced proposal is of a recommendatory nature. Shareholders may vote "yes" (in
favor) or "no" (against) on all resolutions or abstain from voting.
Annual General Meeting Documents
From the day of publication of this invitation onward, the following documents will be available on the website of the
Company (at www.fresenius.com in the section Investors/Annual General Meeting):
- Financial statements of Fresenius SE & Co. KGaA for the year ending December 31, 2020, approved by the Supervisory
Board
- Management Report of Fresenius SE & Co. KGaA for the fiscal year 2020
- Consolidated financial statements of Fresenius SE & Co. KGaA in accordance with IFRS for the year ending December 31,
2020, approved by the Supervisory Board
- Consolidated Management Report of Fresenius SE & Co. KGaA in accordance with IFRS for the fiscal year 2020
- Annual Report 2020 of the Fresenius Group pursuant to IFRS, including, inter alia, the report of the Supervisory
Board, the corporate governance declaration and the compensation report for the fiscal year 2020
- Proposal of the General Partner and the Supervisory Board on the allocation of the distributable profit for the
fiscal year 2020 ending December 31, 2020
- Explanatory report of the General Partner on the disclosures pursuant to secs. 289a para. 1, 315a para. 1 of the
Commercial Code (Handelsgesetzbuch, HGB) in conjunction with Article 83 sec. 1 sent. 2 of the Introductory Act to the
Commercial Code (Einführungsgesetz zum HGB)
Publications on the Website
In addition, the information pursuant to sec. 124a in conjunction with sec. 278 para. 3 of the Stock Corporation Act
(AktG) regarding the Virtual Annual General Meeting (inter alia, proxy forms and forms for issuing instructions,
shareholder motions, if applicable) as well as further explanations concerning the rights of shareholders and the
information pursuant to § 125 Stock Corporation Act (AktG) in conjunction with Table 3 of the Commission Implementing
Regulation (EU) 2018/1212 shall be made available to shareholders on the Company's website at www.fresenius.com under
Investor Relations/Annual General Meeting.
Bad Homburg v.d.H., April 2021
Fresenius SE & Co. KGaA
The General Partner
Fresenius Management SE
The Management Board
Annex to Agenda Item 6
FRESENIUS
MANAGEMENT SE
COMPENSATION SYSTEM 2021+
1 Introduction
2 Overview of the Compensation System 2021+
2.1 Fixed Components
2.2 Variable Components
2.3 Financial Performance Targets and Sustainability Targets
2.4 Caps and Maximum Compensation
2.5 Share Ownership Guidelines
2.6 No Discretionary Special Payments
2.7 Malus and Clawback
2.8 Compensation Offset
2.9 Compensation Structure
3 Process of Determining, Reviewing and Implementing the Compensation
System
4 Compensation Components in Detail
4.1 Fixed Compensation
4.1.1 Base Salary
4.1.2 Fringe Benefits
4.1.3 Pension Commitments
4.2 Short-Term Incentive
4.2.1 Target Amounts
4.2.2 Performance Targets
4.2.3 Performance Target Setting and Determination of Target
Achievement
4.3 Long-Term Incentive
4.3.1 Grant Values
4.3.2 Performance Targets
4.3.3 Performance Target Setting and Determination of Target Achievement
5 Commitments in the Event of Termination
6 Compensation System in the Event of Special and Extraordinary
Circumstances
1 Introduction
Fresenius is a global healthcare group providing high-quality products and services for dialysis, hospitals and
outpatient treatment. With over 310,000 employees in more than 100 countries around the globe and annual sales
exceeding EUR 36 billion, Fresenius is one of the world's leading healthcare companies.
At Fresenius, the patient always comes first. For more than 100 years now, we have been working to save lives and
improve the quality of life of our patients. A clear focus on innovation and efficiency has helped us to make
high-quality healthcare accessible to a steadily increasing number of people. Yet we never get complacent about our
successes and never stop seeking for better solutions. This is how Fresenius is contributing to medical progress and
better patient care. At Fresenius, "Forward Thinking Healthcare" captures our commitment to the future: better
medicine for more people.
Fresenius' goal is to ensure and expand its long-term position as a leading international provider of products and
services in the healthcare industry. Patient well-being and the resulting obligation to maintain and improve the
quality of healthcare are our top priority. Product and process development and the improvement of therapies are the
core of our growth strategy. Developing products and systems that provide a high level of safety and user-friendliness
and enable tailoring to individual patient needs is an inherent part of our strategy of sustainable and profitable
growth. This value-oriented approach to healthcare is designed to offer holistic medical care and thereby enable
long-term, sustainable value creation. Sustainability is a defining characteristic of our company and has been for more
than 100 years.
The compensation system presented herein for the members of the Management Board ("Compensation System 2021+") makes
a significant contribution of promoting our business strategy and the long-term, sustainable development of Fresenius
SE & Co KGaA ("Company"). It provides effective incentives for the achievement of the aforementioned strategic goals
as well as for the long-term value-creation of the Company, taking into account the interests of patients,
shareholders, employees and other stakeholders.
The Company is a partnership limited by shares that itself does not have a Management Board, but a General Partner,
Fresenius Management SE ("General Partner"), which conducts the business of the Company. While the Supervisory Board
of the Company is competent and responsible for the submission of the compensation system for approval, it is the
Supervisory Board of the General Partner that determines the compensation and the compensation system of the Management
Board of the General Partner ("Management Board"). Therefore, any references to the "Supervisory Board" in the
Compensation System 2021+ relate to the Supervisory Board of the General Partner.
In order to incentivize the members of the Management Board accordingly to implement the long-term strategy of
Fresenius in the best possible way, the Supervisory Board developed the Compensation System 2021+, which is based on
the following guiding principles:
/
The Compensation System 2021+ sets out the framework under which the Supervisory Board can grant compensation
components to the Management Board members. It is designed to comply with the requirements set out in the German Act
Implementing the EU Second Shareholder Rights Directive (ARUG II) as well as the recommendations regarding the
compensation system of Management Board members set out in Chapter G of the German Corporate Governance Code ("DCGK")
in the version dated 16 December 2019.
The Compensation System 2021+ will be reflected in all service agreements of the currently appointed Management Board
members with effect from 1 January 2021 and will also be applied to new service agreements for Management Board
members. For the Chief Executive Officer of the Management Board (CEO) of Fresenius Medical Care Management AG, who is
also a Management Board member of Fresenius Management SE, the compensation system of Fresenius Medical Care Management
AG applies in deviation therefrom.
The Compensation System 2021+ will be submitted to the 2021 General Meeting of the Company ("General Meeting") for
approval. The compensation system will subsequently be submitted to the General Meeting for approval in the event of
material changes, but at least every four (4) years. If the submitted compensation system is not approved by the
General Meeting, it shall be reviewed and submitted to the next ordinary General Meeting at the latest.
2 Overview of the Compensation System 2021+
The following illustration shows the compensation components and further design elements of the Compensation System
2021+, which are described in more detail below.
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2.1 Fixed Components
The fixed compensation components comprise base salary, fringe benefits and a pension commitment.
2.2 Variable Components
The variable compensation components comprise a short-term performance-based compensation component ("Short-Term
Incentive" or "STI") and a long-term performance-based compensation component ("Long-Term Incentive" or "LTI")
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April 07, 2021 11:51 ET (15:51 GMT)