the Supervisory Board prior to the beginning of the respective measurement period.
4.3.2 Performance Targets
The Long-Term Incentive is measured on the basis of the achievement of two (2) equally weighted financial performance
targets: Adjusted Net Income Growth and Relative Total Shareholder Return ("Relative TSR"). These performance targets
have been chosen as they reflect the Company's strategic priorities of increasing profitability, long-term sustainable
growth and the development of the Company's value. At the same time, they include a relative comparison with
competitors and ensure that the interests of shareholders are adequately taken into account.
The performance targets under the Long-Term Incentive are among the most important key figures of the Company and
support the implementation of the Company's long-term strategy. In order to ensure that all decision makers pursue
uniform goals, the Long-Term Incentive for the Management Board and senior management is determined according to
uniform targets and a uniform system.
The Adjusted Net Income Growth is calculated at constant exchange rates. The underlying financial figures of the
financial performance targets are adjusted for effects defined in advance, such as the effects of certain acquisitions
and divestments and changes in IFRS accounting standards, to ensure comparability of these financial figures with
respect to the operational performance.
4.3.3 Performance Target Setting and Determination of Target Achievement
Prior to the beginning of the respective measurement period of a grant, the Supervisory Board defines target values for
each performance target that lead to a target achievement of 0 % (lower threshold), 100 % (target value) and 200 %
(cap). In setting the target values, the Supervisory Board considers the strategic growth targets and the market and
competitive environment. To the extent that this requires the consideration of financial figures that are unknown at
this point in time, the Supervisory Board determines prior to the beginning of the fiscal year the methodology to be
applied once such figures are available.
The performance target of Adjusted Net Income Growth is deemed to have been achieved at 100 % if this is at least 8 %
p.a. on average over the four-year measurement period. If the growth rate is only 5 % p.a. or less, the target
achievement is 0 %. If the growth rate is between 5 % p.a. and 8 % p.a., the degree of target achievement is between 0
% and 100 % and if the growth rate is between 8 % p.a. and 20 % p.a., the degree of target achievement is between 100 %
and 200 %. Intermediate values are calculated by linear interpolation.
For the relative TSR target, a 100 % target achievement is given if Fresenius' Total Shareholder Return compared to the
Total Shareholder Return of the other companies in the STOXX(R) Europe 600 Healthcare Index is at the median of the
peer companies over the four-year measurement period, i.e. exactly in the middle (50th percentile) of the ranking. If
the rank is equal to or below the 25th percentile, the degree of target achievement is 0 %. If the rank is between the
25th and the 50th percentile, the degree of target achievement is between 0 % and 100 % and if the rank is between the
50th and the 75th percentile, the degree of target achievement is between 100 % and 200 %. Intermediate values are also
calculated here by linear interpolation.
At the end of the respective measurement period, the Supervisory Board determines the overall target achievement for
the granted Long-Term Incentive. For this purpose, the extent to which the two (2) performance targets have been
achieved is determined and included with equal weighting in the determination of the overall target achievement.
The final number of Performance Shares is determined for each Management Board member on the basis of the overall
target achievement and can increase or decrease over the measurement period compared to the number at the time of
grant. A total loss as well as (at the most) doubling of the granted Performance Shares if a 200 % target achievement
is reached (cap) is possible. After the final determination of the overall target achievement, the final number of
Performance Shares is multiplied by the average price of the Company's shares over the last sixty (60) stock exchange
trading days prior to the end of the respective measurement period (four (4) years after the date of the respective
grant) plus the sum of the dividends per share paid in the meantime by Fresenius SE & Co. KGaA, in order to calculate
the corresponding amount for the payment from the final Performance Shares. The payout is limited to 250 % of the
respective grant value. Payment is also conditional on the absence of a compliance violation and the continuation of
the service respectively employment relationship.
In determining the overall target achievement, the Supervisory Board may - following the corresponding recommendation
of the German Corporate Governance Code in the version dated 16 December 2019 - determine that certain extraordinary
economic, tax or other effects are to be disregarded in full or in part in accordance with the plan conditions. In this
case, the Supervisory Board can correct the calculated overall target achievement accordingly, i.e. increase or
decrease it. This also applies in the event that capital measures (e.g. capital increase, spin-off or stock splits) are
conducted. In the exceptional case that the Supervisory Board decides to make use of this possibility, the reasons for
this are explained and disclosed to an appropriate extent.
Detailed information on the target values applied, adjustments and the respective target achievement will be published
afterwards in the compensation report for the respective fiscal year.
5 Commitments in the Event of Termination
The Supervisory Board may determine leaver rules for any compensation component with respect to the end of the service
respectively employment relationship with the General Partner or the end of the appointment as a Management Board
member. This includes cases as retirement or full or partial incapacity to work, death, ordinary termination of the
service agreement, termination of the service agreement for good cause or revocation of the appointment for good cause.
For any such instance the Supervisory Board may in advance determine which requirements apply so that individual or all
compensation components are paid in full or in part, prematurely or deferred, to the Management Board members or, in
the event of death, to the heirs of the respective member of the Management Board or lapse. In any event, a payment of
variable compensation components can only be made in accordance with the performance targets and comparison parameters
as well as the due dates or holding periods specified in the respective plan conditions, as referenced in the service
agreements or agreed to in the service agreements with the respective Management Board members.
The service agreements of the Management Board members are limited to a maximum of five (5) years in accordance with
section 84 (1) AktG and provide for a severance payment cap. Accordingly, payments to a Management Board member in the
event of early termination of a Management Board appointment, including fringe benefits, are limited to two (2) years
of compensation, but not exceeding the compensation for the remaining term of the service agreement. For the
calculation of the severance payment cap, the total compensation within the meaning of section 285 No. 9a HGB of the
past fiscal year and the expected total compensation for the fiscal year in which the termination occurs are used. If
the Company terminates the service agreement for good cause for which the Management Board member is responsible in
accordance with section 626 BGB, no severance payment shall be made.
The Supervisory Board may agree a post-contractual non-competition clause with Management Board members for a period of
up to two (2) years. If such a post-contractual non-competition clause becomes applicable, the Management Board members
may receive compensation for each year of the non-competition clause amounting to up to half of the sum of the base
salary, the target amount of the Short-Term Incentive and the last grant value of the Long-Term Incentive. Any payments
under a post-contractual non-competition clause are to be offset against any severance payments and benefits under the
Company pension scheme.
The service agreements of the Management Board members do not contain any provisions in the event of a change of
6 Compensation System in the Event of Special and Extraordinary Circumstances
Under special and extraordinary circumstances (e.g. in the event of a serious financial or economic crisis), the
Supervisory Board has the right to temporarily deviate from the Compensation System 2021+ pursuant to section 87a (2)
sentence 2 AktG if this is necessary in the interest of the Company's long-term well-being. Unfavorable market
developments are not considered to be special and extraordinary circumstances allowing for a deviation from the
Compensation System 2021+.
Also in case of a deviation, the compensation must continue to be aligned with the long-term and sustainable
development of the Company and must be consistent with the success of the Company and the performance of the Management
A deviation from the Compensation System 2021+ under the circumstances mentioned above is only possible after a careful
analysis of these exceptional circumstances and the possibilities for reaction and on the basis of a proposal by the
Human Resources Committee by means of a corresponding Supervisory Board resolution that determines the exceptional
circumstances and the necessity for a deviation.
A temporary deviation from the Compensation System 2021+ is possible with regard to the following components:
performance targets of the Short-Term Incentive as well as the Long-Term Incentive and ranges of possible target
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April 07, 2021 11:51 ET (15:51 GMT)