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OFFON

FRESENIUS SE & CO. KGAA

(FRE)
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DGAP-AGM : Fresenius SE & Co. KGaA: Announcement -10-

04/07/2021 | 11:51am EDT
achievements of the individual elements of the variable compensation. If the incentive effect of the Management Board 
compensation cannot be adequately restored by adjusting the existing compensation components, the Supervisory Board is 
further entitled, in case of extraordinary developments and under the same conditions, to temporarily grant additional 
compensation components or to replace individual compensation components by other compensation components. Furthermore, 
the Supervisory Board has the right to grant special payments to newly joining Management Board members to compensate 
for forfeited compensation from previous service agreements or to cover costs incurred due to a change of location. 
* * * * * 
Annex to Agenda Item 7 
Remuneration of Members of the Supervisory Board 
The Supervisory Board of Fresenius SE & Co. KGaA (the Supervisory Board) advises and supervises the business activities 
conducted by the Management Board of the General Partner and performs the other duties assigned to it by law and by the 
Articles of Association. It is involved in strategy and planning as well as all matters of fundamental importance for 
the Company. In view of these responsible duties, the members of the Supervisory Board should receive appropriate 
remuneration that also takes sufficient account of the time demands of the position of Supervisory Board member. In 
addition, a Supervisory Board remuneration that is also in line with the market environment ensures that the Company 
will continue to attract qualified candidates to the Supervisory Board in the future. In this way, the fair 
remuneration of the members of the Supervisory Board contributes to promoting the business strategy and long-term 
development of Fresenius SE & Co. KGaA. 
This aspiration will be met through the revised remuneration for the members of the Supervisory Board governed in 
Article 13 of the Articles of Association of Fresenius SE & Co. KGaA (the "Articles of Association"), which will be 
proposed for resolution to the Annual General Meeting 2021 of the Company under agenda item 7 with a corresponding 
amendment to Article 13 of the Articles of Association, to enter into effect on January 1, 2021. 
The material change to the remuneration for the Supervisory Board proposed under agenda item 7 in comparison with the 
previous arrangement is that, under the new remuneration arrangement, only fixed remuneration components shall be paid. 
The variable remuneration component previously governed in Article 13 (2) of the Articles of Association shall lapse. 
G.18 sent. 1 of the German Corporate Governance Code (DCGK) dated December 16, 2019, suggests that the remuneration of 
the Supervisory Board consists of fixed remuneration. The orientation of the remuneration of the Supervisory Board 
members solely towards fixed remuneration also meets the expectations of numerous investors and proxy voting advisors. 
In the opinion of the Company, the change to solely fixed remuneration for the Supervisory Board is also suited to 
ensuring to an even greater extent the independent advisory and steering function of the Supervisory Board. 
Composition of the Remuneration 
The members of the Supervisory Board are remunerated on the basis of Article 13 of the Articles of Association. The 
members of the Supervisory Board receive a fixed remuneration, ancillary payments (consisting of refund of expenses and 
insurance cover) and, if they perform any duties on the Audit Committee of the Supervisory Board, remuneration for 
their duties on this committee. 
a) Remuneration for Membership of the Supervisory Board 
With effect from January 1, 2021, the remuneration of the Supervisory Board shall no longer include a variable 
remuneration component. To offset this, the fixed remuneration of the members of the Supervisory Board, currently being 
EUR 150,000 per year, shall be increased. Each member of the Supervisory Board shall receive EUR 180,000.00 per year. 
The Chairman of the Supervisory Board shall receive an additional remuneration of EUR 270,000.00 and his deputy an 
additional remuneration of EUR 90,000.00 per year. If a fiscal year does not comprise 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 payable for a full fiscal year shall be paid on a pro rata temporis basis. 
b) Remuneration for Duties on a Committee of the Supervisory Board 
In light of the proposed abolition of the variable remuneration component and the significant increase in the scope of 
monitoring and advisory activities, the remuneration paid for serving on the Audit Committee of the Supervisory Board 
shall also be adjusted appropriately. As a member of the Audit Committee, a Supervisory Board member shall additionally 
receive EUR 40,000.00 per year. Serving as Chairman of the Audit Committee, a committee member shall additionally 
receive EUR 40,000.00 per year. No committee remuneration is envisaged for service on the Nomination Committee and the 
Joint Committee. If a fiscal year does not comprise 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 payable for a full fiscal year 
shall be paid on a pro rata temporis basis. 
c) Offsetting of Remuneration Payments through Simultaneous Duties on the Supervisory Board of the General Partner or 
its Committees 
Article 13 (8) of the Articles of Association governs the offsetting of remuneration payments in the event of 
simultaneous duties on the Supervisory Board of the General Partner of the Company, Fresenius Management SE. 
To the extend a member of the Supervisory Board of the Company is simultaneously a member of the Supervisory Board of 
Fresenius Management SE and receives remuneration for his service on the Supervisory Board of Fresenius Management SE, 
the fixed remuneration - including the additional remuneration for the Chairman and the Deputy Chairman where such 
persons are simultaneously Chairman and Deputy Chairman, respectively, on the Supervisory Board of Fresenius Management 
SE - shall be reduced to half. To the extend the Deputy Chairman of the Supervisory Board of the Company is also the 
Chairman of the Supervisory Board of Fresenius Management SE, he shall not receive any additional remuneration for his 
activities as Deputy Chairman of the Supervisory Board of the Company. 
d) Ancillary Payments 
In addition, the members of the Supervisory Board shall be reimbursed for expenses incurred in the exercise of their 
office, which may also include the value added tax legally payable by them. Furthermore, the members of the Supervisory 
Board shall be provided with insurance cover for the performance of their duties on the Supervisory Board, subject to 
an appropriate deductible. 
e) Ratio of Fixed to Variable Remuneration 
The relative share of fixed remuneration is always 100%. 
Procedure for Setting, Implementing and Reviewing the Remuneration for the Supervisory Board 
No remuneration-related legal transactions as defined in secs. 87a para. 1 sent. 2 no. 8, 130 para 3 sent. 3 of the 
Stock Corporation Act (AktG) have been entered into with the members of the Supervisory Board. As the members of the 
Supervisory Board are remunerated on the basis of the provisions of the Articles of Association adopted by the Annual 
General Meeting, the Terms and Conditions of Remuneration and Employment for Company Employees were not taken into 
account when determining the remuneration of the members of the Supervisory Board. 
A resolution on the remuneration of the members of the Supervisory Board is passed by the Annual General Meeting at 
least every four years on the basis of a proposal by the General Partner and the Supervisory Board. Where such 
resolution concerns the confirmation of the remuneration of the Supervisory Board, a majority of the votes cast shall 
suffice for the resolution to be adopted. Where the purpose of the resolution is to amend the remuneration, this 
resolution shall generally require simultaneous amendment to the corresponding provisions in the Articles of 
Association; to this end, pursuant to Article 17 (3) sent. 2 of the Articles of Association of Fresenius SE & Co. KGaA, 
by way of derogation from the statutory rule, a simple majority of the share capital represented at the adoption of the 
resolution is required, but shall also suffice. It is also conceivable that, on the basis of Article 13 (2) of the 
Articles of Association (new), the Annual General Meeting may also resolve to pay higher remuneration by means of a 
simple resolution that does not amend the Articles of Association. This simple resolution of the Annual General 
Meeting, which does not amend the Articles of Association, shall require a simple majority of the votes cast, but not a 
majority of the capital. 
Prior to submitting the proposal to the Annual General Meeting, the General Partner and the Supervisory Board generally 
review the remuneration of the members of the Supervisory Board on the basis of publicly available information as well 
as information available to professional bodies, such as, in particular, comparative studies, and if necessary also 
with the help of external compensation consultants. 
Annex to Agenda Items 8 and 9 
Further Disclosures on Agenda Items 8 and 9 
Detailed Curriculae Vitae 
a) Prof. Dr. med. D. Michael Albrecht 
Medical Director and Spokesman of the Management Board 
University Hospital Carl Gustav Carus Dresden 
Member of the Supervisory Board of Fresenius SE & Co. KGaA since 2011 
Date of Birth: December 14, 1949 
Place of Birth: Munich 
Nationality: German 
 
 
 
 
 Professional Experience 
 
 
 
 since 2002                           University Hospital Carl Gustav Carus Dresden 
                                      Medical Director and Spokesman of the Management Board 
 
 
 
 1999 - 2002                          Technical University of Dresden 
                                      Dean of the Faculty of Medicine 
 
 
 

(MORE TO FOLLOW) Dow Jones Newswires

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

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Financials
Sales 2021 36 981 M 44 311 M 44 311 M
Net income 2021 1 771 M 2 122 M 2 122 M
Net Debt 2021 22 631 M 27 117 M 27 117 M
P/E ratio 2021 12,1x
Yield 2021 2,23%
Capitalization 21 440 M 25 683 M 25 690 M
EV / Sales 2021 1,19x
EV / Sales 2022 1,09x
Nbr of Employees 311 269
Free-Float 72,0%
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Technical analysis trends FRESENIUS SE & CO. KGAA
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Income Statement Evolution
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Mean consensus OUTPERFORM
Number of Analysts 20
Average target price 46,09 €
Last Close Price 38,46 €
Spread / Highest target 108%
Spread / Average Target 19,9%
Spread / Lowest Target -54,1%
EPS Revisions
Managers and Directors
NameTitle
Stephan Sturm President & Chief Executive Officer
Rachel Clare Empey Chief Financial Officer
Gerd Krick Chairman-Supervisory Board
Jürgen Götz Chief Legal & Compliance Officer
Niko Stumpfögger Deputy Chairman-Supervisory Board
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