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FRESENIUS SE & CO. KGAA

(FRE)
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DGAP-AGM : Fresenius SE & Co. KGaA: Announcement of the Convening of the General Meeting in on May 21, 2021 according to article 121 AktG with the objective of Europe-wide distribution

04/07/2021 | 11:51am EDT
DGAP-News: Fresenius SE & Co. KGaA / Announcement of the Convening of the General Meeting 
Fresenius SE & Co. KGaA: Announcement of the Convening of the General Meeting in on May 21, 2021 according to article 
121 AktG with the objective of Europe-wide distribution 
2021-04-07 / 17:50 
Announcement according to article 121 AktG (German Stock Companies Act), transmitted by DGAP - a service of EQS Group 
AG. 
The issuer is solely responsible for the content of this announcement. 
=---------------------------------------------------------------------------------------------------------------------- 
Convenience Translation 
INVITATION TO THE ANNUAL GENERAL MEETING OF 
 
FRESENIUS SE & Co. KGaA 
Bad Homburg v.d.H. 
ISIN: DE0005785604 // WKN (German Security Identification Number): 578560 
ISIN: DE0005785620 // WKN: 578562 
ISIN: DE000A3H23J2 // WKN: A3H23J 
We hereby invite our shareholders to the 
Annual General Meeting 
 
to be held on Friday, May 21, 2021, at 10 a.m. Central European Summer Time - CEST (= 8 a.m. Coordinated Universal Time 
- UTC). The Annual General Meeting will be held as a Virtual Annual General Meeting without the physical presence of 
the shareholders or their authorized representatives. The shareholders and their authorized representatives will 
participate by means of electronic communication in accordance with the following provisions and explanations 
(following the agenda). The Virtual Annual General Meeting will be transmitted from the business premises of the 
Company, Else-Kröner-Str. 1, 61352 Bad Homburg v.d.H. The notary public appointed to record the minutes of the Annual 
General Meeting will also be physically present at the business premises. 
 
Agenda 
1. Presentation of the Annual Financial Statements and the Consolidated Financial Statements, each approved by the 
Supervisory Board, the Management Reports for Fresenius SE & Co. KGaA and the Group and the Report of the Supervisory 
Board of Fresenius SE & Co. KGaA for the Fiscal Year 2020; Resolution on the Approval of the Annual Financial 
Statements of Fresenius SE & Co. KGaA for the Fiscal Year 2020 
The Supervisory Board approved the annual financial statements drawn up by the General Partner and the consolidated 
financial statements pursuant to sec. 171 of the Stock Corporation Act (Aktiengesetz, AktG). The annual financial 
statements are to be formally approved by the Annual General Meeting pursuant to sec. 286 para. 1 of the Stock 
Corporation Act (AktG); the aforementioned documents are to be made available to the Annual General Meeting without 
requiring the adoption of an additional resolution. 
The General Partner and the Supervisory Board propose that the annual financial statements of Fresenius SE & Co. KGaA 
for the fiscal year 2020 as presented, showing a distributable profit of Euro 490,752,034.93 be approved. 
2. Resolution on the Allocation of the Distributable Profit 
The General Partner and the Supervisory Board propose to allocate the distributable profit of Fresenius SE & Co. KGaA 
in the amount of Euro 490,752,034.93 reported in the annual financial statements for the fiscal year 2020 as follows: 
Payment of a dividend of Euro 0.88 per share 
on 557,540,909 shares entitled to a dividend Euro 490,635,999.92 
The dividend is payable on May 27, 2021. 
Balance to be carried forward Euro 116,035.01 
Euro 490,752,034.93 
The number of shares entitled to a dividend may change prior to the Annual General Meeting. In such cases, an 
appropriately adjusted proposal for resolution on the allocation of the distributable profit shall be put to the Annual 
General Meeting, based on an unchanged distribution of Euro 0.88 per share entitled to a dividend. 
3. Resolution on the Approval of the Actions of the General Partner for the Fiscal Year 2020 
The General Partner and the Supervisory Board propose to approve the actions of the General Partner for the fiscal year 
2020. 
4. Resolution on the Approval of the Actions of the Supervisory Board for the Fiscal Year 2020 
The General Partner and the Supervisory Board propose to approve the actions of the members of the Supervisory Board of 
the Company for the fiscal year 2020. 
5. Election of the Auditor and Group Auditor for the Fiscal Year 2021 and of the Auditor for the potential Review of 
Financial Information during the Course of the Year 
Supported by the recommendation of its Audit Committee, the Supervisory Board proposes to elect PricewaterhouseCoopers 
GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, as the auditor and group auditor for the fiscal year 2021 and 
as the auditor for the potential review of financial information during the course of the year within the meaning of 
sec. 115 para. 7 of the Securities Trading Act (Wertpapierhandelsgesetz) that will be prepared prior to the Annual 
General Meeting 2022. 
The Audit Committee declared that its recommendation was free from undue influence by third parties and that no clause 
was imposed on it restricting its choice within the meaning of Article 16 (6) of the EU Audit Regulation (EU) No. 537/ 
?2014. 
6. Resolution on the Approval of the Compensation System for the Members of the Management Board of the General Partner 
 
As a result of the Act Implementing the Second Shareholders Rights Directive (ARUG II), the Stock Corporation Act 
(AktG) was amended to include, inter alia, the provision of sec. 120a of the Stock Corporation Act (AktG). Sec. 120a 
para. 1 of the Stock Corporation Act (AktG) stipulates that the Annual General Meeting of listed companies shall 
resolve on the approval of the compensation system for members of the Management Board presented by the Supervisory 
Board in the event of any material change to the compensation system, at a minimum, however, after every four years. In 
accordance with the statutory transitional provisions, the first resolution on the compensation system must be passed 
at the latest at the Annual General Meeting in 2021. 
The compensation system for the members of the Management Board of the General Partner was amended with effect from 
January 1, 2021 (Compensation System 2021+). Against this backdrop, a resolution on the approval of the compensation 
system presented by the Supervisory Board is to be adopted at the Annual General Meeting 2021. 
The Compensation System 2021+ is an integral part of this invitation to the Annual General Meeting and is being 
published and described in detail in the Annex to agenda item 6 following the agenda. 
The Supervisory Board proposes that the compensation system for the members of the Management Board of the General 
Partner (Compensation System 2021+) presented to the Annual General Meeting and published in the Annex to agenda item 6 
be approved. 
7. Resolution on the Remuneration of the Supervisory Board and the Amendment of Article 13 and Article 13e (3) of the 
Articles of Association 
The Act Implementing the Second Shareholders Rights Directive (ARUG II) has also resulted in an amendment to sec. 113 
para. 3 of the Stock Corporation Act (AktG). According to sec. 113 para. 3 sentences 1 and 2 of the Stock Corporation 
Act (AktG) as amended by ARUG II, the annual general meetings of listed companies must resolve on the remuneration of 
Supervisory Board members at least every four years, whereby a resolution confirming the remuneration is permissible. A 
corresponding resolution on the remuneration of Supervisory Board members must be passed at the latest at the Annual 
General Meeting in 2021. 
The remuneration of the members of the Supervisory Board is to be amended with effect as of January 1, 2021. 
Article 13 of the Articles of Association of the Company currently stipulates that, in addition to fixed remuneration 
components, the members of the Supervisory Board shall receive variable remuneration based on the respective average 
growth rate of consolidated net income for the year for which remuneration is payable as well as the two preceding 
fiscal years. In line with the corresponding suggestion in the revised version of the German Corporate Governance Code 
(Deutscher Corporate Governance Kodex, DCGK) of December 16, 2019, the predominant practice of large listed companies 
in Germany, and the recommendations of proxy voting advisors, this variable remuneration component shall be abolished 
through a corresponding amendment to Article 13 of the Articles of Association of the Company, which will enter into 
effect on January 1, 2021, and, by way of compensatory measure, the fixed remuneration shall be increased and an 
appropriate adjustment to remuneration for committee membership made. Service on the Nomination Committee shall not be 
subject to separate remuneration. Furthermore, the attendance fee for meetings of the Joint Committee of the 
Supervisory Board of the Company and the Supervisory Board of Fresenius Management SE shall in future be abolished. In 
all other respects, the remuneration for the members of the Supervisory Board shall remain unchanged and Article 13 of 
the Articles of Association of the Company shall merely be editorially revised. As the attendance fee for the Joint 
Committee will no longer apply in the future, Article 13e (3) of the Articles of Association of the Company shall be 
revised accordingly and additionally editorially modified to reflect the amendments to Article 13 of the Articles of 
Association. 
The remuneration of the members of the Supervisory Board and the proposed amendments are being published and described 
in detail in the annex to agenda item 7. 
The General Partner and the Supervisory Board propose to resolve as follows: 
The remuneration of the members of the Supervisory Board described in the annex to agenda item 7, entering into effect 
on January 1, 2021, will be approved and Article 13 and Article 13e (3) of the Articles of Association of the Company 
will be amended as follows: 
a) Article 13 of the Articles of Association will be reworded as follows: 
"Article 13 Supervisory Board Remuneration 
(1) Each member of the Supervisory Board shall as fixed remuneration receive an amount of Euro 180,000.00 annually for 

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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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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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