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Fresenius SE & Co. KGaA, DE0005785604

Fresenius SE & Co. KGaA, DE0005785604

07.04.2021 - 17:53:32

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

immediately following receipt. Countermotions and election proposals relating to the items on the agenda which are received at the above address by May 6, 2021, 24:00 CEST (= 10 p.m. UTC) will be taken into account. Any statements of opinion provided by management will also be published at the above Internet address.

Shareholder motions or election proposals which are to be made accessible pursuant to secs. 126, 127 of the Stock Corporation Act (AktG) shall be deemed to have been submitted to the Virtual Annual General Meeting pursuant to Art. 2 sec. 1 para. 2 sent. 3 of the COVID-19 Act if the identity of the shareholder making the motion or submitting the election proposal is duly verified and the same is registered for the Virtual Annual General Meeting.

Right of Shareholders to Ask Questions

Subject to correct registration for this year's Virtual Annual General Meeting, shareholders will be given the opportunity to ask questions via electronic communication (Art. 2 sec. 1 para. 2 sent. 1 no. 3, sent. 2 of the COVID-19 Act).

With the consent of the Supervisory Board of Fresenius SE & Co. KGaA, the General Partner, Fresenius Management SE, has decided that questions must be submitted via electronic communication no later than one day prior to the Annual General Meeting (Art. 2 sec. 1 para. 2 sent. 2 half-sentence 2, para. 8 sent. 1 of the COVID-19 Act, please refer to the section "Virtual Annual General Meeting without the Physical Presence of the Shareholders or their Authorized Representatives"). This means that questions must be received no later than May 19, 2021, 24:00 CEST (10 p.m. UTC), using the password-protected shareholder portal located at

https://www.fresenius.com/annual-general-meeting

Shareholders can find the necessary login credentials for the shareholder portal on the voting card that will be sent by post. In your own interest, please contact your depositary bank as early as possible to ensure early registration and timely receipt of the voting card.

The General Partner, Fresenius Management SE, represented by its Management Board, shall decide at its own dutiful and free discretion how to answer the questions (Art. 2 sec. 1 para. 2 sent. 2 half-sentence 1 of the COVID-19 Act).

Opportunity to object to resolutions of the General Meeting

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Shareholders who have exercised their rights to vote are given the opportunity to object to resolutions of the Annual General Meeting. If votes have been cast, corresponding declarations can be submitted via the Shareholder Portal as of the opening of the Annual General Meeting and are possible until the Chairman of the Meeting closes the Annual General Meeting.

Opportunity to submit statements for publication prior to the Annual General Meeting

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The concept of the virtual Annual General Meeting pursuant to the COVID-19 Act does not provide for shareholders to express their views on the agenda in speeches at the Annual General Meeting. Beyond the requirements of the COVID-19 Act, however, shareholders and their proxies with their consent will be given the opportunity to submit statements in the form of video messages relating to the agenda prior to the Annual General Meeting for publication in the Company's Shareholder Portal, where those statements can be viewed by shareholders and their proxies until the end of the Annual General Meeting.

Shareholders and proxies providing their names can submit statements in video form until 17 May 2021 (24:00 hours CEST) (=22:00 hours UTC) at the latest via the Shareholder Portal.

Properly submitted statements disclosing the name of the submitting shareholder and, as the case may be, proxy will be published in the Shareholder Portal, provided that the following instructions are adhered to when submitting them.

Statements are to be submitted in German or English only and should not exceed a duration of three minutes. Only those statements are permitted in which the shareholder appears in person. After consent of the shareholder and, as the case 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 (Einf?hrungsgesetz 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

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FRESENIUSMANAGEMENT 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

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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 ? 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:

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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") and includes a mandatory share ownership guideline for Management Board members. The target amount of the Short-Term Incentive and the grant value of the Long-Term Incentive (i.e. the amounts paid out in case of a 100 % target achievement) are determined individually by contract as a percentage of a Management Board member's base salary.

2.3 Financial Performance Targets and Sustainability Targets

Fresenius develops innovative and at the same time affordable solutions for the fundamental challenges of the healthcare industry worldwide. The core objective is to offer high-quality healthcare to more people and thus contribute to realizing the opportunities arising from current megatrends, such as demographic change. Economic success is the basis for this. It enables the investment in better medicine and, combined with the allocation of capital into profitable growth areas, sustainable growth. In order to anchor these objectives in the compensation of the Management Board, the Compensation System 2021+ takes into account both aspects of growth and profitability when selecting financial performance targets and also includes specific sustainability targets that take into account environmental, social and governance aspects.

The performance targets, as determined by the Supervisory Board, include financial as well as non-financial performance targets and set focused incentives for the Management Board members to act in accordance with the corporate strategy and to support the long-term development of Fresenius in the best possible way.

The financial performance targets are derived from key performance indicators that are relevant to the Company and ensure that the compensation of the Management Board members is aligned with Fresenius' strategic focus and the interests of shareholders. They relate to net income (before special items) attributable to the shareholders of the Company ("Net Income") and sales ("Sales") of the group or the business segments. For the Long-Term Incentive, the growth rate of the adjusted consolidated net income ("Adjusted Net Income Growth") and the relative total shareholder return ("Total Shareholder Return" or "TSR") of Fresenius are also taken into account as performance targets. The non-financial performance targets relate to sustainability areas of importance to Fresenius, with ESG focus topics such as quality, employees, innovation, compliance and environment. These are initially implemented as qualitative ESG-targets within the Short-Term Incentive. This involves measuring the progress of the development of an ESG strategy, with a defined target picture and transparent metrics. The design of the ESG-targets is aimed at quantifying the improvement in ESG performance from 2023 onwards, with quantitative targets being (also) incorporated into the Long-Term Incentive from this date onwards. As an overarching strategic goal, Fresenius intends to significantly improve its ESG performance over the next ten (10) years, based on reported and audited metrics that reflect the Company's sustainability strategy.

The implementation of non-financial sustainability targets is driven by the Company's commitment to a responsible and sustainable corporate culture and is designed to meet the increasing requirements of the Company's shareholders and various other stakeholders.

2.4 Caps and Maximum Compensation

For the Short-Term Incentive, the target achievement is limited to 150 % for financial performance targets and to 100 % for ESG-targets (fiscal years 2021 and 2022) respectively to 150 % (from fiscal year 2023 onwards). Therefore, the payout for the Short-Term Incentive is capped at 142.5 % of the applicable target amount for the fiscal years 2021 as well as 2022 and at 150 % from fiscal year 2023 onwards. For the Long-Term Incentive, the target achievement is capped at 200 % for each grant. In addition, the total proceeds from each grant of the Long-Term Incentive are capped at 250 % of the grant value of each grant, thus also capping the opportunity related to the share price development in the respective measurement period.

The Compensation System 2021+ further provides for an overall maximum compensation amount ("Maximum Compensation") for each Management Board member.

These Maximum Compensation amounts limit the payouts to a Management Board member from the compensation granted for a fiscal year, irrespective of the dates of the payouts. The Maximum Compensation comprises base salary (payment in the fiscal year), the Short-Term Incentive (payment in the following fiscal year) and the Long-Term Incentive (payment according to plan conditions in later fiscal years) as well as all other fringe benefits and compensation (payment in the fiscal year). The pension commitment that is part of the fixed compensation components is also included in the calculation of the Maximum Compensation with the amount of the service cost incurred in the fiscal year.

The Maximum Compensation amount for Management Board members can be below the sum of the potentially achievable payouts from the individual compensation components granted for a fiscal year. If the calculated payout for a Management Board member is higher than the respective Maximum Compensation, the amounts accruing under the Long-Term Incentive are reduced accordingly until the Maximum Compensation is no longer exceeded.

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The Maximum Compensation is set at EUR 10,000,000 for the Chief Executive Officer of the Management Board (CEO) and EUR 6,500,000 for all other Management Board members.

2.5 Share Ownership Guidelines

In addition to the Long-Term Incentive, the Compensation System 2021+ provides for a share ownership guideline in order to further strengthen the long-term alignment with the interests of shareholders and to promote the sustainable development of the group. Furthermore, the introduction of share ownership guidelines considers international market practice and the expectations of our shareholders.

Under these guidelines, the Management Board members are obliged to invest an amount equal to the gross amount of an annual base salary in shares of the Company. The Management Board members are obliged to hold these shares permanently until two (2) years after resignation from the Management Board. For a Management Board member, the investment in shares of the Company shall be built up cumulatively from the second year onwards at the latest, each year with one quarter of the gross amount of an annual base salary. The share ownership guideline must be met in full at the latest after the fifth year as a Management Board member. The share ownership guidelines continue to apply if the first appointment to the Management Board is for three (3) years and no reappointment occurs.

Management Board members can sell their shares at the earliest after the end of the mandatory retention period of two (2) years after resignation from the Management Board.

2.6 No Discretionary Special Payments

Under the Compensation System 2021+, the Supervisory Board is not entitled to grant special payments for outstanding performance to the Management Board members (also known as "Ermessenstantieme").

2.7 Malus and Clawback

Under the Compensation System 2021+, the Supervisory Board is entitled to withhold (malus) or reclaim (clawback) variable compensation components in the event of material violations of internal Company guidelines, statutory and contractual obligations and in the event of incorrect consolidated financial statements, taking into account the particularities of the individual case.

Material violations include non-compliance with material provisions of the internal Code of Conduct, grossly negligent or unethical conduct and significant violations of the duties of care as defined by section 93 AktG. In the event of incorrect consolidated financial statements, it is possible to reclaim variable compensation that has already been paid out if, after payment, it emerges that the audited and approved consolidated financial statements on which the calculation of the amount to be paid out was based were incorrect and, on the basis of corrected consolidated financial statements, a lower or no payment amount of variable compensation would have been owed. The obligation of the Management Board member to pay damages to the Company pursuant to section 93 (2) AktG remains unaffected by these provisions.

2.8 Compensation Offset

Any compensation granted to Management Board members for Supervisory Board mandates in subsidiaries of the Company's group is offset against the Management Board member's compensation. Further, the Supervisory Board can resolve to deduct any compensation, in full or in part, granted to Management Board members for any activity in Supervisory Boards outside the Company's group.

2.9 Compensation Structure

The Compensation System 2021+ is focused on the long-term and sustainable corporate development of Fresenius. Therefore, variable compensation components are granted predominately on a long-term basis. For this purpose, it is ensured in the Compensation System 2021+ that the grant value of the Long-Term Incentive always exceeds the target amount of the Short-Term Incentive for each fiscal year.

Under the Long-Term Incentive, performance is measured over a period of four (4) years. The compensation under the Long-Term Incentive is available to Management Board members after a period of at least four (4) years. Deviations may apply in the event of death, full or partial reduction in earning capacity or other pre-defined leaver cases from the Management Board.

The general compensation structure of the target direct compensation (sum of base salary p.a.; target Short-Term Incentive (STI) amount p.a. and grant value under the Long-Term Incentive (LTI) p.a.) for a full fiscal year consists of approximately 30 % each of the base salary and the Short-Term Incentive as well as of approximately 40 % of the Long-Term Incentive and is shown in the following illustration.

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Therefore, around 70 % of the target direct compensation comprises performance-related variable compensation components. The 40 % share of the Long-Term Incentive (around 57 % of the variable components) reflects the long-term orientation of the compensation structure.

The structure of the target direct compensation of the Management Board members who are active at the time of the adoption of the Compensation System 2021+ is orientated towards this general compensation structure. The specific base salary components range between 27 % and 30 % of the target direct compensation, the Short-Term Incentive (target amount) ranges between 27 % and 30 % and the Long-Term Incentive (grant value) ranges between 40 % and 46 % of the target direct compensation. The target amounts of the Short-Term Incentive and the grant values of the Long-Term Incentive are determined within the individual service agreements as a percentage of the respective base

@ dgap.de