Joint letter from the Chairman and the designated Chairman of the Supervisory Board on the occasion of the

virtual Annual General Meeting of Fresenius SE & Co. KGaA on May 21, 2021

Dear Shareholders,

We look back on an extraordinary year 2020. A year of enormous challenges in both medical and economic terms. Challenges that to a great extent still persist. Our top priority continues to be the protection of the health of patients and our employees. At the same time, the Company is continuing to drive forward future projects and set the course for long-term success.

At this Annual General Meeting, we have important matters to submit for your approval. These include compensation systems and the election of the shareholder representatives on the Supervisory Board who are to represent your interests in supervising and advising the Company. Comprehensive information on these items is already available in the Annual Report or the invitation to the Annual General Meeting, which was published on April 7, 2021, in the German Federal Gazette (Bundesanzeiger).

In the following, we would like to provide you with further information on a number of matters dealt with by the Supervisory Board. We aim to explain the rationale behind our entrepreneurial decisions and hope that they will find your support.

Letter on the occasion of the virtual Annual General Meeting of Fresenius SE & Co. KGaA on May 21, 2021

2

VIRTUAL ANNUAL GENERAL MEETING

We are following the discussion about the future of the Annual General Meeting very closely. Unfortunately, to protect you as well as our employees, we will once again only be able to hold a virtual Annual General Meeting this year. We regret this very much because it does not permit a personal good-bye or introduction, respectively, in the course of the proposed succession plan for the chairmanship of the Supervisory Board.

This year, however, we are offering you the opportunity to submit video statements via the shareholder portal. Furthermore, we will publish the speech of CEO Stephan Sturm around a week before the Annual General Meeting so that you can refer to it with your questions.

ELECTION OF THE SUPERVISORY BOARD

AND CHAIRMAN SUCCESSION

Based on the recommendation of the Nomination Committee, the Supervisory Board proposes that the current shareholder representatives, except for the Chairman of the Supervisory Board, be elected for a further term of office. The current composition of the Supervisory Board is in line with the resolved profile of competence. The stated objectives continue to be met. In the opinion of the Supervisory Board, all of its members are independent.

The Supervisory Board's proposed succession plan for the chairmanship of the Supervisory Board would ensure a smooth transition. The two of us have already been working together closely and in a spirit of trust on the Supervisory Board of Fresenius Management SE since the beginning of 2020.

CONTINUITY AND SUCCESSION IN THE AUDIT COMMITTEE

In October 2020, we announced that Michael Sen would stand for election to the Supervisory Board of Fresenius SE & Co. KGaA with the aim of chairing the Audit Committee. On March 16, 2021, the Supervisory Board of Fresenius Management SE appointed Mr. Sen - deviating from the originally communicated planning - as Management Board member responsible for Fresenius Kabi. In this function, he succeeds Mats Henriksson, who left the Company due to different views on Fresenius Kabi's future direction. Michael Sen is an experienced manager

Letter on the occasion of the virtual Annual General Meeting of Fresenius SE & Co. KGaA on May 21, 2021

3

in the healthcare sector who complements our team very well. The Management Board of Fresenius is ideally positioned to successfully implement the strategy in the coming years and to continue Fresenius' growth story.

In order to avoid the vacancy resulting from the original planning, Klaus-Peter Müller has declared his willingness to stand for re-election to the Supervisory Board of Fresenius SE & Co. KGaA with the aim of continuing to chair the Company's Audit Committee for a further year. The aim is to ensure an orderly handover of responsibilities in the Audit Committee in the interest of the Company.

Susanne Zeidler is to be proposed to the 2022 Annual General Meeting for election to the Supervisory Board of Fresenius SE & Co. KGaA with the aim of becoming Chairman of the Audit Committee. Ms. Zeidler is to be elected to the Supervisory Board of the General Partner Fresenius Management SE already this year and is to attend the meetings of the Audit Committee as a guest.

SHORTER TERMS OF OFFICE FOR SUPERVISORY BOARD MEMBERS AND AGE LIMITS

The election of shareholder representatives to the Supervisory Board is proposed for a term of four years instead of five. In this way, we aim to meet both the expectations of many shareholders and the requirements of modern corporate governance.

Furthermore, the Company plans to set a standard age limit for election to the Supervisory Board this year, effective from the 2022 Annual General Meeting. As a general rule, only candidates who are not older than 75 years at the time of the election are to be proposed for election.

For members of the Management Board, the Company plans to set a standard age limit of 65 years.

Letter on the occasion of the virtual Annual General Meeting of Fresenius SE & Co. KGaA on May 21, 2021

4

COMPENSATION SYSTEM 2021+

The Annual General Meeting of Fresenius SE & Co. KGaA last approved the compensation system of the members of the General Partner's Management Board on May 18, 2018, with an approval rate of around 63%. The Company took this result as a mandate to revise the system. In doing so, more recent provisions of the German Stock Corporation Act, the updated recommendations of the German Corporate Governance Code and, last but not least, the content of many discussions with you, our shareholders, had to be taken into account. After extensive consul- tation, the Supervisory Board of Fresenius Management SE resolved in its meeting on Decem- ber 3, 2020 to further develop the existing system for the compensation of the members of the Management Board with effect from January 1, 2021.

The Compensation System 2021+, which we will present to you for approval at this year's Annual General Meeting, is targeted and easy to understand. It follows the following principles in particular:

  • Link to strategy
    The Compensation system 2021+ for the members of the Management Board contributes to the implementation of Fresenius' global business strategy.
  • Alignment with shareholders´ interests
    With the aim of achieving cost effective and profitable corporate growth and taking into account total shareholder return, the Compensation system 2021+ is aligned with share- holders´ interests. Feedback from many shareholders has been considered in the design of the system and the link to the development of the Company's value has been enforced.
  • Long-termorientation
    The compensation components and the long-term oriented compensation structure promote long-term and sustainable value creation.
  • Rewarding financial performance & sustainability
    To promote sustainable corporate development, the performance targets reflect the Company's strategy and thus enforce the commitment towards environmental, social and governance (ESG) aspects.

Letter on the occasion of the virtual Annual General Meeting of Fresenius SE & Co. KGaA on May 21, 2021

5

  • Good corporate governance
    The Compensation system 2021+ is designed to comply with the recommendations of the German Corporate Governance Code in the version dated 16 December 2019.
  • Alignment with performance
    The Compensation system 2021+ is significantly aligned to the Company´s success due to its high proportion of variable compensation. The previously guaranteed payout from short- term variable compensation has been eliminated to further enforce the performance-based approach of the compensation system.

COVID-19, COMPENSATION, DIVIDEND

The Supervisory Board of Fresenius Management SE has discussed the adequacy of the compensation of the Management Board in detail in these challenging times. So far, the Management Board has steered Fresenius well and safely through the pandemic. Sales even increased further and earnings have been stable at a high level. We were able to avoid COVID-19-related layoffs and short-time work as far as possible

Our Helios hospitals were required to suspend scheduled surgeries and new admissions in spring 2020 due to government requirements in Germany in order to reserve capacity for the treatment of COVID-19 patients. This resulted in lost revenue and additional costs. To provide financial support to hospitals, the German parliament passed the law to ease the financial burden on hospitals (Krankenhaus-Rettungsschirm) in March 2020. These are not public subsidies, but rather compensation payments for the services provided by Helios Germany in connection with the pandemic.

Against this background, we have not changed the Company's dividend policy: Dividend and growth in earnings per share are to be aligned. In view of the Company's solid operating performance in the past fiscal year and assuming that the COVID-19 pandemic will only temporarily impact earnings development, we propose to increase the dividend for 2020 by 5% to € 0.88 per share (2019: € 0.84). If the proposal is approved by the Annual General Meeting, this will be the 28th consecutive dividend increase. We plan to maintain this dividend policy in the future.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Fresenius SE & Co. KGaA published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 13:26:04 UTC.