6-K
Fresenius Medical Care AG (FMS)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of March 2023
Commission file number: 001-32749
FRESENIUS MEDICALCARE AG & Co. KGaA
(Translation of registrant's name into English)
Else-Kröner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
On March 30, 2023 the Company published in the German electronic-Bundesanzeiger (Federal Gazette) the agenda and invitation for its 2023 Annual General Meeting (“AGM”) of Shareholders to be held May 16, 2023. A convenience translation of the invitation and agenda for the 2023 AGM has been posted on the Company’s web site, www.freseniusmedicalcare.com/en/agm, and is being furnished as an exhibit to this Report on Form 6-K, together with the report of the Company’s Supervisory Board, the report of the Company’s general partner pursuant to § 289a para. 1 and § 315a para. 1 of the German Commercial Code. The 2023 AGM invitation includes the Company’s Compensation Report for 2022 prepared in accordance with the requirements of section 162 of the German Stock Corporation Act, as amended by the German Act Implementing the Second Shareholder Rights Directive (the “Compensation Report” and, together with the report of the Company’s Supervisory Board and the report of the Company’s General Partner, the “Reports”). The Company is also furnishing with this Form 6-K report copies of certain additional information (the “Supplemental Information”) which the Company has agreed to make available together with the Compensation Report to its ADR holders pursuant to the Pooling Agreement among the Company, Fresenius Medical Care Management AG, the Company’s general partner, Fresenius SE & Co. KGaA and the Company’s independent directors designated in the Pooling Agreement. The Supplemental Information for ADR holders has also been posted on the Company’s web site, www.freseniusmedicalcare.com/en/agm.
On or about April 4, 2023, the Depositary for the American Depositary Receipts (“ADRs”) representing the Company’s ordinary shares will distribute to ADR holders (a) a notice informing ADR holders of the electronic availability of the AGM invitation and agenda, and the Reports and other materials referred to in the agenda, and (b) a voting instruction card for ADR holders. The notice to ADR holders will include a URL link to the location on the Company’s web site where the AGM materials have been posted. The notice will also inform ADR holders that copies of the AGM invitation and agenda, including the Reports, as well as copies of the Supplemental Information, will be provided to any holder of ADRs without charge upon request made to the Depositary. The Company will furnish the notice of availability of the AGM materials and the voting instruction card with a report on Form 6-K when they are distributed to ADR holders by the Depositary.
The Company’s Annual Report on Form 20-F for the year ended December 31, 2022 and the Company’s 2022 Annual Report have each been posted on the Company’s web site.
EXHIBITS
The following exhibits are being furnished with this Report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATE: March 30, 2023
| Fresenius<br> Medical Care AG & Co. KGaA, | |
|---|---|
| a partnership limited by shares, represented by: | |
| fresenius medical<br> care management ag, its | |
| General Partner | |
| By: | /s/ Helen Giza |
| --- | --- |
| Name: | Helen Giza |
| Title: | Chief Executive Officer, Chair of the Management Board of the General Partner and Acting Chief Financial Officer |
| By: | /s/ Dr. Katarzyna Mazur-Hofsäß |
| --- | --- |
| Name: | Dr. Katarzyna Mazur-Hofsäß |
| Title: | CEO Care Enablement and member of the Management Board of the General Partner |
Exhibit 99.1
| INVITATION TO THE<br>ANNUAL GENERAL<br>MEETING<br>T U ES DAY, 1 6 M AY 2023 |
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| INVITATION<br>03 Invitation to the Annual General Meeting<br>I. AGENDA<br>03 1. Presentation of the annual financial statements<br>and consolidated financial statements each<br>approved by the Supervisory Board, the manage-ment reports for Fresenius Medical Care AG & Co.<br>KGaA and the group, the explanatory report by<br>the General Partner on the information pursuant<br>to sections 289a, 315a of the German Commercial<br>Code (Handelsgesetzbuch – HGB) and the report<br>by the Supervisory Board of Fresenius Medical<br>Care AG & Co. KGaA for fiscal year 2022; resolu-tion on the adoption of the annual financial state-ments of Fresenius Medical Care AG & Co. KGaA<br>for fiscal year 2022<br>03 2. Resolution on the allocation of distributable profit<br>03 3. Resolution on the approval of the actions of the<br>General Partner for fiscal year 2022<br>04 4. Resolution on the approval of the actions of the<br>Supervisory Board for fiscal year 2022<br>04 5. Election of the auditor and group auditor for fiscal<br>year 2023 as well as the auditor for the potential<br>review of the half-year financial report for fiscal<br>year 2023 and other interim financial information<br>04 6. Resolution on the approval of the compensation<br>report for fiscal year 2022<br>04 7. Resolution on an amendment to Art. 14 of the Arti-cles of Association to include an authorization of<br>the General Partner to provide for the holding of<br>virtual General Meetings<br>II. COMPENSATION<br>REPORT<br>06 Compensation Report of Fresenius Medical Care AG<br> & Co. KGaA for fiscal year 2022<br>III. FURTHER INFORMA-TION REGARDING THE<br>CONVENING<br>44 Total number of shares and voting rights<br>44 Information on the implementation of the virtual<br>Annual General Meeting<br>44 Requirements for the participation at the General<br>Meeting and the exercise of voting rights<br>45 Exercise of the voting right<br>45 Postal vote<br>45 Voting by the proxies appointed by the Company<br>46 Procedure regarding the authorization of third parties<br>47 Information on shareholders’ rights pursuant to sec-tion 278 (3) AktG in conjunction with section 118a (1),<br>section 122 (2), section 126 (1) and (4), section 127, sec-tion 130a, section 131 (1) AktG<br>49 Availability of documents and information<br>49 Audio and video broadcast<br>49 Time specifications in this convening notice<br>49 Information for holders of American Depositary<br>Receipts (ADR) regarding the Annual General<br>Meeting<br>IV. PRIVACY NOTICE<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 02 |
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| INVITATION TO THE<br>ANNUAL GENERAL<br>MEETING<br>Fresenius Medical Care AG & Co. KGaA<br>Hof an der Saale<br>ISIN: DE0005785802 // Securities Identification No.: 578580<br>ISIN: DE000A32VPM7 // Securities Identification No.: A32VPM<br>ISIN: US3580291066 // CUSIP: 358029106<br>We hereby invite our shareholders to the Annual General Meeting<br>to be held on Tuesday, 16 May 2023, at 10:00 hours Central<br>European Summer Time (CEST).<br>The General Meeting will be held on the basis of section 26n (1) of<br>the German Introductory Act to the German Stock Corporation Act<br>(EGAktG) in the form of a virtual General Meeting pursuant to sec-tion 278 (3) of the German Stock Corporation Act (AktG) in conjunc-tion with section 118a AktG without the physical presence of share-holders or their proxies (with the exception of the proxies of the<br>Company) at the location of the General Meeting.<br>Shareholders who have properly registered and provided evidence of<br>their shareholding and their proxies may connect to the General Meet-ing electronically via the Company’s internet-based, password-pro-tected General Meeting and voting system (Shareholder Portal) on the<br>Company’s website at www.freseniusmedicalcare.com/en/agm/<br>by entering the access data which will be sent to them after proper<br>registration and evidence of shareholding and may in this way partici-pate in the General Meeting and exercise their voting rights and other<br>shareholder rights. More detailed explanations on this can be found<br>under Section III.<br>The location of the General Meeting within the meaning of the Ger-man Stock Corporation Act is the Congress Center Messe Frankfurt,<br>Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main, Germany. The<br>physical presence of shareholders and their proxies (with the excep-tion of the proxies of the Company) at the location of the General<br>Meeting is excluded.<br>I. AGENDA<br>1. Presentation of the annual financial statements and<br>consolidated financial statements each approved by<br>the Supervisory Board, the management reports for<br>Fresenius Medical Care AG & Co. KGaA and the group,<br>the explanatory report by the General Partner on the<br>information pursuant to sections 289a, 315a of the<br>German Commercial Code (Handelsgesetzbuch – HGB)<br>and the report by the Supervisory Board of Fresenius<br>Medical Care AG & Co. KGaA for fiscal year 2022;<br>resolution on the adoption of the annual financial<br>statements of Fresenius Medical Care AG & Co. KGaA<br>for fiscal year 2022<br>The Supervisory Board approved the annual financial state-ments and the consolidated financial statements drawn up by<br>the General Partner according to section 171 German Stock Cor-poration Act (Aktiengesetz – AktG). According to section 286 (1)<br>AktG, the annual financial statements are adopted by the Gen-eral Meeting; otherwise, the aforementioned documents are to<br>be made available to the General Meeting without requiring a<br>further resolution in this regard.<br>The General Partner and the Supervisory Board propose that<br>the annual financial statements of Fresenius Medical Care AG &<br>Co. KGaA for fiscal year 2022 as presented, showing a profit of<br>EUR 1,135,601,413.35, be adopted.<br>2. Resolution on the allocation of distributable profit<br>The General Partner and the Supervisory Board propose to<br>allocate the distributable profit shown in the annual financial<br>statements in the amount of EUR 1,135,601,413.35 for fiscal year<br>2022 as follows:<br>Payment of a dividend of EUR 1.12 for<br>each of the 293,413,449 shares enti-tled to dividend EUR 328,623,062.88<br>Profit carried forward to new account EUR 806,978,350.47<br>DISTRIBUTABLE PROFIT EUR 1,135,601,413.35<br>If the number of shares entitled to dividend for fiscal year 2022<br>changes prior to the General Meeting, the General Meeting will<br>be presented with a proposal that will be adjusted accordingly,<br>with an unchanged dividend of EUR 1.12 for each share entitled<br>to dividend as well as accordingly amended amounts for the<br>dividend sum and the profit carried forward to new account.<br>The dividend is due on 22 May 2023.<br>3. Resolution on the approval of the actions<br>of the General Partner for fiscal year 2022<br>The General Partner and the Supervisory Board propose to<br>approve the actions of the General Partner of the Company for<br>fiscal year 2022.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 03 |
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| 4. Resolution on the approval of the actions of the<br>Supervisory Board for fiscal year 2022<br>The General Partner and the Supervisory Board propose to<br>approve the actions of the members of the Supervisory Board<br>of the Company for fiscal year 2022.<br>5. Election of the auditor and group auditor for fiscal<br>year 2023 as well as the auditor for the potential<br>review of the half-year financial report for fiscal year<br>2023 and other interim financial information<br>The Supervisory Board – based on the recommendation of<br>its Audit and Corporate Governance Committee (Prüfungs-und Corporate-Governance-Ausschuss) – proposes to elect<br>PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesell-schaft, Frankfurt am Main,<br> › as auditor and group auditor for fiscal year 2023,<br> › as auditor for the potential review of the half-year financial<br>report and other interim financial information for fiscal year<br>2023 prepared after the Annual General Meeting 2023, and<br> › as auditor for the potential review of interim financial informa-tion for fiscal year 2024 prepared prior to the Annual General<br>Meeting 2024.<br>The Audit and Corporate Governance Committee stated that its<br>recommendation is free from undue influence by a third party<br>and that no clause restricting the choice in the meaning of Arti-cle 16 (6) of the EU Statutory Audit Regulation (Regulation (EU)<br>No. 537/2014) has been imposed upon it.<br>6. Resolution on the approval of the compensation report<br>for fiscal year 2022<br>The management board and the supervisory board of listed<br>companies must prepare an annual compensation report in<br>accordance with section 162 AktG and submit the compensa-tion report to the General Meeting for approval pursuant to<br>section 120a (4) AktG. The compensation report for the fiscal<br>year 2022 presents in detail the compensation benefits<br>awarded or due in fiscal year 2022 to the current and former<br>members of the Management Board and the Supervisory Board<br>of the General Partner and the current and former members of<br>the Supervisory Board of the Company.<br>The compensation report for fiscal year 2022 was reviewed by<br>the auditor pursuant to section 162 (3) AktG to determine<br>whether the legally required disclosures pursuant to section 162<br>(1) and (2) AktG were made. In addition to the statutory require-ments, the content of the report was also reviewed by the audi-tor on a voluntary basis.<br>The compensation report for fiscal year 2022 including the<br>auditor’s report is included under Section II. of this convening<br>notice following this agenda. The report is part of this conven-ing notice to the Annual General Meeting and is also available<br>on the Company’s website at www.freseniusmedicalcare.com/<br>en/agm/.<br>The General Partner and the Supervisory Board propose to<br>approve the compensation report for fiscal year 2022.<br>7. Resolution on an amendment to Art. 14 of the Articles<br>of Association to include an authorization of the<br>General Partner to provide for the holding of virtual<br>General Meetings<br>As a result of the Act on the Introduction of Virtual General<br>Meetings of Stock Corporations and the Amendment of Coop-erative as well as Insolvency and Restructuring Law Provisions<br>dated 20 July 2022 (Federal Law Gazette I No. 27 2022, p. 1166<br>et seqq.), the virtual General Meeting has been permanently<br>regulated in the German Stock Corporation Act. Pursuant to<br>section 118a (1) sentence 1 AktG in conjunction with section 278<br>(3) AktG, the Articles of Association may provide or authorize<br>the General Partner to provide that the General Meeting is held<br>as a virtual General Meeting, i.e., without the physical presence<br>of the shareholders or their proxies at the location of the Gen-eral Meeting.<br>The new statutory provisions bring the virtual General Meeting<br>closer to a conventional General Meeting in presence. The<br>shareholder rights in the virtual General Meeting essentially<br>correspond to those in a conventional General Meeting held in<br>presence and partially go beyond them. Also, the virtual Gen-eral Meeting enables direct interaction between shareholders<br>and the management of the Company during the meeting by<br>means of electronic communication.<br>Therefore, it is proposed to resolve an authorization of the Gen-eral Partner to hold virtual General Meetings. However, the<br>authorization shall initially be limited to a period of two years<br>after registration of the corresponding amendment to the Arti-cles of Association, rather than for the maximum possible term<br>of five years provided for by law.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 04 |
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| For future General Meetings, a separate decision shall be made<br>in each case, taking into account the circumstances of the indi-vidual case, as to whether to make use of the authorization and<br>hold the General Meeting as a virtual General Meeting. The<br>General Partner will make its decisions taking into account the<br>interests of the Company and its shareholders and will in par-ticular consider the protection of shareholders’ rights as well<br>as aspects of health protection of the participants, effort and<br>costs as well as sustainability considerations.<br>The General Partner and the Supervisory Board therefore pro-pose to resolve as follows:<br>Art. 14 of the Articles of Association of the Company shall be<br>supplemented by the following new paragraph (3):<br> “(3) The general partner is authorized to provide for the gen-eral meeting to be held without the physical presence of the<br>shareholders or their proxies at the location of the general<br>meeting (virtual general meeting). The authorization shall<br>apply to the holding of virtual general meetings within a period<br>of two years after registration of this provision of the Articles<br>of Association with the commercial register.”<br>In all other respects, Art. 14 of the Articles of Association of the<br>Company remains unchanged.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 05 |
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| the supervisory board of the Company (the Supervisory Board)<br>see this as confirmation of the way in which the report is<br>presented. The structure of the Compensation Report for the<br>Fiscal Year and the level of detail of the information provided<br>are essentially the same as in the previous year.<br>THE FISCAL YEAR<br>IN RETROSPECT<br>The compensation awarded and due in the Fiscal Year rewarded<br>the performance of the members of the Management Board in<br>achieving the strategic goals in the Fiscal Year and, at the same<br>time, provided effective incentives for the long-term value-creation of the Company – taking into account the interests of<br>patients, shareholders, employees and other stakeholders. There-fore, the compensation of the members of the Management<br>Board reported in this Compensation Report made a significant<br>contribution to promoting the business strategy and the long-term sustainable development of the Company and the group.<br>Business performance and<br>economic environment<br>As in previous years, Fresenius Medical Care’s growth in the<br>Fiscal Year was impacted by the ongoing COVID-19-related<br>excess mortality among dialysis patients.<br>The company also operated in a difficult and inflationary<br>macroeconomic environment during the Fiscal Year, resulting<br>in high logistics costs, rising raw material and energy prices,<br>and supply chain disruptions. This was exacerbated by the<br>ongoing war in Ukraine and the resulting economic impact,<br>which significantly impacted earnings development – particu-larly in the health care products business.<br>In the important U.S. market, Fresenius Medical Care was con-fronted with an unprecedented labor market situation for the<br>company in the Fiscal Year. Staff shortages and high employee<br>turnover rates at dialysis centers resulted in a greater need for<br>agency staff, significantly higher costs for surcharges and<br>retention payments, and significant wage inflation. In addition,<br>some dialysis centers in the U.S. were able to accept new<br>patients only to a limited extent due to the tight staffing situa-tion. This had an additional negative impact on growth in the<br>health care services business and in complementary business<br>areas, and thus also on operating leverage in the areas con-cerned. The impact on earnings was only partially offset by<br>financial support from the U.S. government to offset costs<br>related to the COVID-19 pandemic. At the same time, the effects<br>of the initiated improvement measures in the North American<br>health care services business have been delayed against the<br>company’s original assumptions.<br>Against the background of the developments described above,<br>revenue in the Fiscal Year increased by 10% to €19,398 M<br>(2% at constant currency) and net income declined by 31% to<br> €673 M (–37% at constant currency).<br>Short-term incentive target achievement<br>for the Fiscal Year<br>In the Fiscal Year, the business performance was reflected by<br>an overall target achievement of 37.27% for the short-term<br>incentive for the Fiscal Year. For further details see the section<br> “Short-term incentive – MBBP 2020+”.<br>The Compensation Report of Fresenius Medical Care AG & Co.<br>KGaA (the Company) for the fiscal year 2022 (the Fiscal Year)<br>was prepared in accordance with the requirements of section<br>162 of the German Stock Corporation Act (Aktiengesetz – AktG)<br>as amended by the German Act Implementing the Second Share-holder Rights Directive (Gesetz zur Umsetzung der zweiten<br>Aktionärsrechterichtlinie – ARUG II). The Compensation Report<br>includes individualized and comprehensive information on the<br>compensation within the meaning of section 162 para. 1 AktG<br>awarded and due to current and former members of the man-agement board and of the supervisory board in the Fiscal Year<br>and benefits within the meaning of section 162 para. 2 AktG<br>awarded and promised to members of the management board.<br>The Company is a partnership limited by shares. Its general part-ner is Fresenius Medical Care Management AG (the General Part-ner). Information on the management board relates to the man-agement board of the General Partner (the Management Board).<br>PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesell-schaft audited the Compensation Report from a formal per-spective pursuant to section 162 para. 3 AktG. In addition to<br>such audit from a formal perspective which is required by law<br>with respect to the existence of the information required by<br>law, PricewaterhouseCoopers GmbH Wirtschaftsprüfungs-gesellschaft was instructed to carry out an audit from a<br>substantive perspective of such information included in the<br>Compensation Report. The auditor’s report is annexed to this<br>Compensation Report.<br>The 2022 Annual General Meeting of the Company approved<br>the Compensation Report for 2021 with a majority of approxi-mately 94.87% of the votes cast. The Management Board and<br>II. COMPENSATION<br>REPORT<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 06 |
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| Multi-year variable compensation target<br>achievement for the performance period<br>ending at the end of the Fiscal Year<br>The performance period of the allocation made under the Man-agement Board Long Term Incentive Plan 2020 (MB LTIP 2020)<br>in the fiscal year 2020 also ended upon the end of the Fiscal<br>Year. The annual target values and the target achievement for<br>the 2020, 2021 and 2022 performance periods were each as<br>shown in table 4.11.<br>T 4.11 TARGET VALUES AND TARGET ACHIEVEMENT FOR THE ALLOCATION 2020 UNDER THE MB LTIP 2020<br>Target values Actual values Target achievement<br>0% 100% 200% As reported<br>Adjust-ments 1<br>According to<br>plan terms<br>Per<br>performance<br>target Annual<br>2020<br>Revenue growth ≤ 1% = 6% ≥ 11% 2.2% 3.1% 5.3% 85%<br>Net income growth ≤ 0% = 5% ≥ 10% (2.9%) 17.8% 14.9% 200% 162%<br>Return on invested capital (ROIC) ≤ 5.5% = 6.0% ≥ 6.5% 5.8% 0.8% 6.6% 200%<br>2021<br>Revenue growth ≤ 1% = 6% ≥ 11% (1.3%) 3.1% 1.8% 16%<br>Net income growth ≤ 0% = 5% ≥ 10% (16.8%) 2.4% (14.4%) 0% 5%<br>Return on invested capital (ROIC) ≤ 5.5% = 6.0% ≥ 6.5% 4.9% —% 4.9% 0%<br>2022<br>Revenue growth ≤ 1% = 6% ≥ 11% 10.1% (8.0%) 2.1% 22%<br>Net income growth ≤ 0% = 5% ≥ 10% (30.5%) (6.2%) (36.7%) 0% 7%<br>Return on invested capital (ROIC) ≤ 5.5% = 6.0% ≥ 6.5% 3.3% —% 3.3% 0%<br>OVERALL TARGET ACHIEVEMENT 58%<br>1<br> Revenue growth and net income growth were determined at constant currency. Furthermore, as already reported for the first time in the 2020 Compensation Report, an impairment of goodwill and<br>tradenames in the Latin America Segment has materialized with an impact of €194,468 THOUS as a consequence of the macro-economic down-turn and increasing risk adjustment rates for several<br>countries in the Latin America Segment. In particular to ensure comparability of the underlying financial figures of the performance targets with the Company’s operating performance and to ade-quately recognize the actual performance of the members of the Management Board, the supervisory board of the General Partner in February 2021 decided in the Fiscal Year to exclude the Latin<br>America Segment impairment in question, which solely relates to the carrying amounts, when determining the relevant target achievement for the short-term incentive for the year 2020.<br>Payments under the MB LTIP 2020 will be possible for the first<br>time in 2023. The amounts received are to be invested in shares<br>of the Company which are to be held for at least one year. The<br>members of the Management board will therefore not be able<br>to dispose of the corresponding amounts before 2024.<br>Compensation-relevant changes in the<br>Management Board<br>The company has completed the realignment of its operating<br>model under the “FME25” program and, since the beginning of<br>2023, has been operating under a significantly simplified<br>structure with only two global segments: Care Enablement and<br>Care Delivery. The realignment of the operating model has led<br>to changes in the allocation of responsibilities among the<br>members of the Management Board. According to the alloca-tion of responsibilities implemented as of January 1, 2022,<br>Dr. Katarzyna Mazur-Hofsäß (previously member of the Man-agement Board for the Europe, Middle East and Africa region)<br>is responsible for the new Care Enablement business segment<br>and Mr. William Valle (previously member of the Management<br>Board for the North America region) for the new Care Delivery<br>business segment, under which to report as of 2023. Overall,<br>the number of Management Board departments was reduced<br>from eight to five in the course of this.<br>In view of the age limit set by the supervisory board of the Gen-eral Partner, Mr. Rice Powell retired from the Management<br>Board upon termination of his appointment at the end of the<br>Fiscal Year. He had previously resigned as Chair of the Manage-ment Board with effect from the end of September 30, 2022.<br>Dr. Carla Kriwet had been appointed member and Chair of the<br>Management Board with effect from October 1, 2022, and at<br>her own request and by mutual agreement retired from these<br>positions effective at the end of December 5, 2022. More<br>detailed information on the agreements concluded with<br>Mr. Powell and Dr. Kriwet with a view to their departure from<br>the Management Board can be found in the section “Agree-ments with members of the Management Board who resigned<br>from office during or at the end of the Fiscal Year”.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 07 |
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| Ms. Helen Giza has been Chair of the Management Board since<br>December 6, 2022, and will be acting Chief Financial Officer<br>until a successor is appointed to this position. She had previ-ously been appointed Deputy Chair of the Management Board<br>with effect from May 16, 2022, and served as Chief Transforma-tion Officer during the Fiscal Year, responsible for the imple-mentation of the FME25 program.<br>The new and, also with a view to the reduction of the number of<br>departments of the Management Board, in some cases signifi-cantly expanded responsibilities of the Management Board<br>members Ms. Helen Giza, Dr. Katarzyna Mazur-Hofsäß and<br>Mr. William Valle have been taken into account in the compen-sation through corresponding, appropriate increases in the<br>respective base salary. For those members of the Management<br>Board with whom the compensation benefits are contractually<br>agreed in U.S. dollar, the strong deterioration of the euro<br>against the U.S. dollar in the Fiscal Year generally led to a cor-responding increase of the euro amounts presented in this<br>Compensation Report, which is not accompanied by a corre-sponding increase of the contractually agreed U.S. dollar<br>amounts. This currency effect also affects Ms. Helen Giza, who<br>has been compensated in U.S. dollars since May 16, 2022. The<br>amounts for the Fiscal Year and the previous year (in each case<br>in the reporting currency euro) can be found in the section<br> “Compensation tables for the current Management Board<br>members or members in office until the end of the Fiscal Year”.<br>As already announced in the Compensation Report for the fis-cal year 2021, the elimination of management board functions<br>with regional responsibility associated with the realignment of<br>the operating model under the FME25 program had the effect<br>that the short-term variable compensation for the Fiscal Year<br>for all members of the Management Board, in accordance with<br>the applicable “Compensation System 2020+,” was subject<br>exclusively to performance targets measured at group level<br>and no longer also partially at regional level.<br>THE COMPANY’S STRUCTURE<br>AND CORPORATE BODIES’<br>COMPENSATION<br>The Company is a German partnership limited by shares (Kom-manditgesellschaft auf Aktien), which does not have any man-agement board itself but has a general partner, Fresenius Medi-cal Care Management AG, which manages the Company’s affairs<br>according to the Articles of Association. Each of the Company<br>and the General Partner has its own supervisory board, the activ-ities of which are remunerated in accordance with the Articles of<br>Association of the Company and the General Partner, respec-tively. For further information on the Company’s corporate gov-ernance, please see the Company’s Declaration on Corporate<br>Governance (Erklärung zur Unternehmensführung), which is<br>publicly available on the Company’s website. Hence, the Compa-ny’s Compensation Report includes not only information on the<br>compensation of the General Partner and the Supervisory Board,<br>but also on the compensation of the General Partner’s Manage-ment Board and the General Partner’s supervisory board.<br>General Partner’s compensation<br>Pursuant to Article 7 para. 4 of the Company’s Articles of Asso-ciation, the General Partner receives non-profit-and-loss-related annual compensation of 4% of its share capital for<br>managing the Company’s affairs and the liability associated<br>therewith. The General Partner’s share capital amounted to<br> €3 M in the Fiscal Year. The compensation due in this respect in<br>the Fiscal Year was therefore €120 THOUS.<br>In addition, pursuant to Article 7 para. 3 of the Company’s<br>Articles of Association, the General Partner is reimbursed for<br>any expenses incurred in connection with managing the Com-pany’s affairs. This includes, in particular, the compensation of<br>its board members as set out in the following.<br>Management Board members’ compensation<br>The General Partner’s supervisory board is responsible for<br>determining the compensation of the members of the Manage-ment Board. The General Partner’s supervisory board is sup-ported in this task by a personnel committee established from<br>among its members, the Human Resources Committee, which is<br>also responsible for the tasks of a compensation committee. In<br>the Fiscal Year, the Human Resources Committee consisted of<br>Mr. Stephan Sturm (until September 30, 2022, until then also<br>Chair), Mr. Michael Sen (since October 1, 2022, since then also<br>Chair), Mr. Rolf A. Classon and Dr. Dieter Schenk (also Vice Chair).<br>Unless otherwise indicated, the following information relates to<br>the compensation of the current members of the Management<br>Board or members in office until the end of the Fiscal Year. For<br>the amounts, please see the section “Compensation tables for<br>the current Management Board members or members in office<br>until the end of the Fiscal Year”.<br>For information on compensation of former members of the<br>Management Board in the Fiscal Year, including the amounts of<br>such compensation, please see the section “Former Manage-ment Board members’ compensation”. Former members of the<br>Management Board within the meaning of this Compensation<br>Report are those who ceased to hold office before expiry of the<br>Fiscal Year.<br>Compensation systems applying<br>to compensation in the Fiscal Year<br>The compensation of the Management Board members for the<br>Fiscal Year was determined in accordance with the “Compensa-tion System 2020+” as approved by the Company’s Annual<br>General Meeting on August 27, 2020 with a majority of more<br>than 95% of the votes cast and as implemented with effect<br>from January 1, 2020 in the service agreements of all members<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 08 |
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| of the Management Board. The compensation components<br>awarded and due in the Fiscal Year under the provisions of<br>the Compensation System 2020+ are in accordance with the<br>Compensation System 2020+.<br>Details of the Compensation System 2020+ are available on<br>the Company’s website at www.freseniusmedicalcare.com/en/<br>about-us/management-board/compensation/. The main elements<br>of the Compensation System 2020+ are also set out in this<br>Compensation Report in the section “The Compensation Sys-tem 2020+”.<br>The Compensation System 2020+ and the compensation<br>awarded or due in the Fiscal Year are in each case in accordance<br>with the relevant recommendations of the German Corporate<br>Governance Code, both in its currently applicable version dated<br>April 28, 2022, and in the version dated December 16, 2019,<br>applicable in the Fiscal Year until then. Any deviations from the<br>recommendations of the German Corporate Governance Code<br>are disclosed in accordance with the legal requirements.<br>To the extent that compensation based on multi-year variable<br>compensation, i.e. on cash-settled share-based compensation,<br>which had been allocated in fiscal years preceding the Compen-sation System 2020+, was paid out to members of the Manage-ment Board in the Fiscal Year or to the extent that the latter<br>exercised stock options awarded in fiscal years preceding the<br>Compensation System 2020+, this was in each case done in<br>accordance with the respectively applicable compensation sys-tems approved by the Company’s Annual General Meeting in<br>2010, 2011 and 2016.<br>Please refer to the section “Variable compensation compo-nents from allocations made prior to the Compensation System<br>2020+” for details on each such amount of multi-year variable<br>compensation and for details on stock options.<br>Overview of the Management Board members’<br>compensation in the Fiscal Year<br>The compensation awarded and due to the members of the<br>Management Board in the Fiscal Year consisted of fixed and<br>variable components:<br> › fixed compensation, consisting of a base salary and fringe<br>benefits,<br> › one-year variable compensation (short-term incentive) and<br> › multi-year variable compensation, consisting of payments<br>under share-based cash-settled compensation allocated in<br>previous fiscal years.<br>In addition, some members of the Management Board exer-cised stock options awarded in previous fiscal years.<br>Payments under the multi-year variable compensation compo-nent provided for under the Compensation System 2020+, the<br>MB LTIP 2020, will be possible for the first time only in 2023.<br>The amounts received are to be transferred to a credit institu-tion and invested for account of the Management Board mem-bers in shares of the Company, which are to be held for at least<br>one year. The members of the Management Board will there-fore be able to dispose of the corresponding amounts not<br>before 2024. Details on the target values and target achieve-ment to the allocation made in 2020 under the MB LTIP 2020<br>can be found in the section “Multi-year variable compensation<br>target achievement for the performance period ending at the<br>end of the Fiscal Year”.<br>Horizontal and vertical<br>compensation reviews<br>In determining the individual Management Board members’<br>total compensation, the General Partner’s supervisory board<br>takes into account their different functions and responsibilities<br>within the Management Board and the Company’s economic<br>situation. Furthermore, the General Partner’s supervisory<br>board takes into account that total compensation should also<br>be appropriate considering the relevant market practice and<br>benchmarks, using results of vertical and horizontal compensa-tion reviews and external benchmark data. In addition, the total<br>compensation contractually agreed with each member of the<br>Management Board takes into account the best interest of the<br>Company to retain the Management Board members and to<br>attract potential new talent for the Management Board.<br>In order to assess the appropriateness of the compensation<br>system and the individual compensation of the Management<br>Board members, the General Partner’s supervisory board con-ducts a horizontal review of compensation amounts and struc-tures. The amounts of the target total direct compensation<br>(base salary and the target short-term incentive amount and<br>the allocation amount under the long-term incentive) and the<br>relevant underlying components contractually agreed with<br>each member of the Management Board are compared to com-pensation market data of companies of a comparable sector,<br>country-coverage and size. In addition, the base salary as well<br>as the target amounts of the variable compensation compo-nents of the Management Board members are benchmarked<br>against those of companies of relevant peer groups (these<br>include DAX companies as well as U.S. companies of compara-ble sector and size). For the Fiscal Year, the DAX companies in<br>the composition of December 31, 2021 and – depending on the<br>specific tasks of the relevant member of the Management<br>Board – the following companies listed in the U.S. were used:<br>Anthem Inc., Baxter International Inc., Boston Scientific Corpo-ration, Cigna Corporation, CVS Health Corporation, DaVita Inc.,<br>Encompass Health Corporation, Humana Inc., McKesson Corpo-ration, Medtronic plc and UnitedHealth Group Incorporated.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 09 |
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| The General Partner’s supervisory board also conducts a vertical<br>review with respect to the compensation levels of the Company’s<br>employees when determining the compensation system and the<br>compensation of the Management Board members. For this pur-pose, the ratio between the average compensation of the Man-agement Board and that of the upper management of the Com-pany’s group in Germany was determined for the Fiscal Year in<br>accordance with the Compensation System 2020+. The “upper<br>management of the Company’s group in Germany” included all<br>employees having a position of Vice President and above and<br>reporting to a Management Board member. In addition, the ratios<br>between the average compensation of the Management Board,<br>of the employees of the Company’s group in Germany and of the<br>employees of the Company’s group worldwide were determined<br>and, to the extent practicable, compared to corresponding ratios<br>of companies included in the DAX. When conducting the vertical<br>review, the General Partner’s supervisory board also took into<br>account the development of compensation levels over time.<br>THE COMPENSATION SYSTEM<br>2020+<br>The guiding principles and components of the Compensation<br>System 2020+ and the compensation structure as well as the<br>caps and maximum compensation under the Compensation<br>System 2020+ are described in detail below.<br>Guiding principles of the Compensation<br>System 2020+<br>The objective of the Compensation System 2020+ is to enable<br>the members of the Management Board to participate reason-ably in a sustainable and long-term development of the compa-ny’s business and to reward them based on their duties and per-formance as well as their success in managing the company’s<br>economic and financial position giving due regard to the peer<br>environment and to make a significant contribution to the imple-mentation and further development of the business strategy.<br>The Compensation System 2020+ was developed based on the<br>guiding principles shown in chart 4.12, whereby, for the rea-sons stated in the section “The Fiscal Year in retrospect,”<br>namely the elimination of Management Board functions with<br>regional responsibility associated with the realignment of the<br>operation model under the FME25 program, only global per-formance targets were applied in the Fiscal Year and not also<br>regional ones.<br>Components of the Compensation System<br>2020+<br>The following illustration shows the compensation components<br>and further design elements of the Compensation System<br>2020+, which are described in more detail in chart 4.13.<br>C 4.12 GUIDING PRINCIPLES OF THE COMPENSATION SYSTEM 2020+<br>GUIDING PRINCIPLES OF THE COMPENSATION SYSTEM 2020+<br>Link to strategy<br>Alignment with<br>shareholders’ interests<br>Simplified structure<br>Long-term focus<br>Reward financial<br>performance & sustainability<br>Collaboration across<br>operating segments<br>Good corporate<br>governance<br>Best market practice<br>The Compensation System 2020+ for the Management Board members promotes the execution<br>of the company’s global strategy.<br>The applied performance targets reflect the Company’s business strategy and ensure the Company’s strong<br>commitment towards environmental, social and governance aspects (ESG).<br>With the aim of achieving sustainable and profitable growth, the Compensation System 2020+ is aligned with<br>shareholders’ interests. Feedback from many investors has been considered in the design of the system.<br>Depending on the Management Board member’s function, both regional and global performance targets are<br>applied for the members of the Management Board. By measuring predominantly on a global basis, a close<br>collaboration across the Company’s operating segments is promoted.<br>The compensation components and the long-term oriented compensation structure promote long-term and<br>sustainable value creation.<br>The Compensation System 2020+ is simply structured and easy to understand.<br>The Compensation System 2020+ is designed to comply with the recommendations set forth in the German<br>Corporate Governance Code in the version dated December 16, 2019.<br>The design of the Compensation System 2020+ is based on current best market practice.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 10 |
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| Compensation structure under<br>the Compensation System 2020+<br>The compensation structure of the target total direct compensa-tion for a full fiscal year consists of 29% base salary, 31% short-term incentive and 40% long-term incentive (see chart 4.14).<br>Owing to a 71% share of performance-based variable compen-sation components in target total direct compensation, the<br>compensation of the Management Board is, as a whole, perfor-C 4.13 COMPONENTS OF THE COMPENSATION SYSTEM 2020+<br>Fixed components<br>Base salary<br>Short-Term<br>Incentive<br>(Multiplier: 1.05 times<br> base salary)<br>Financial performance targets<br>20% Revenue<br>20% Operating Income<br>40% Net Income<br>Non-financial performance target<br>20% Sustainability<br>Long-Term<br>Incentive<br>(Multiplier: 1.35 times<br>base salary)<br>Financial performance targets<br>1/3 Revenue Growth<br>1/3 Net Income Growth<br>1/3 ROIC<br>Target achievement cap: 120%<br>Target achievement cap for<br>financial performance targets:<br>200%<br>Overall proceeds cap incl. share<br>price development: 400%<br>Fringe benefits<br>Pension commitment<br>COMPENSATION SYSTEM 2020+<br>Variable components<br>Maximum compensation for each Management Board member depending on the function<br>Maximum compensation amount<br>Share ownership<br>Malus and clawback<br>Severance payment cap<br>Further design elements<br>C 4.14 COMPENSATION STRUCTURE UNDER<br>THE COMPENSATION SYSTEM 2020+<br>BASE SALARY<br>VARIABLE COMPONENTS<br>SHORT-TERM INCENTIVE<br>LONG-TERM INCENTIVE<br>71%<br>31%<br>40%<br>29%<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 11 |
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| mance-based. Owing to a 40% long-term incentive share (56%<br>of variable compensation components), the compensation of<br>the Management Board is geared to promoting sustainable and<br>long-term corporate development.<br>Caps and maximum compensation<br>The Management Board members’ total compensation under<br>the Compensation System 2020+ is limited, for one thing, by a<br>cap applying to each variable compensation component and,<br>for another, by maximum compensation.<br>For the short-term incentive, the target achievement and pay-out are capped at 120% of the relevant target short-term incen-tive amount. For the long-term incentive, the target achieve-ment is capped at 200% for each allocation. In addition, the<br>amounts received from each allocation of the long-term incen-tive are capped at 400% of the allocation amount, thus also<br>capping the opportunity of benefiting from the Company’s<br>share price development in the relevant vesting period. The<br>General Partner’s supervisory board has also agreed a cap<br>option for the variable compensation components in the event<br>that extraordinary developments occur.<br>The Compensation System 2020+ provides for a maximum<br>amount of total compensation for each member of the Man-agement Board (maximum compensation). Such maximum<br>compensation limits the amounts potentially paid out to and<br>received by a member of the Management Board as compensa-tion from determinations or allocations for a fiscal year, irre-spective of the dates on which such amounts are paid out or<br>received. The maximum compensation takes into account all<br>amounts paid out and received under the fixed and variable<br>compensation components and the pension expense of the<br>pension commitment attributable to the relevant fiscal year. A<br>Management Board member’s maximum compensation may be<br>lower than the sum of the potentially achievable payouts from<br>the individual compensation components determined or allo-cated for a fiscal year.<br>The maximum compensation for a fiscal year is determined<br>based on the currency of the base salary as specified in the<br>relevant Management Board member’s service agreement.<br>Under the Compensation System 2020+ and the allocation<br>of responsibilities on which it is based, and in accordance<br>with the respective service agreement, it amounts to<br> €12,000 THOUS or $13,434 THOUS for the Chair of the Man-agement Board (CEO), €9,500 THOUS or $10,635 THOUS for<br>the CEO North America (now responsible for Care Delivery)<br>and €7,000 THOUS or $7,836 THOUS for any other Manage-ment Board function. With a view to his resignation as Chair of<br>C 4.15 CAPS AND MAXIMUM COMPENSATION COMPENSATION SYSTEM 2020+<br>Target amount<br>of the STI <br>Maximum amount<br>of the STI <br>Allocated amount<br>of the LTI <br>Maximum amount<br>of the LTI <br>Minimum<br>at 0% target achievement<br>for variable components<br>Target Compensation<br>at 100 % target<br>achievement<br>Maximum<br>at maximum target achievement<br>level and achievable payout<br>opportunity for variable<br>compensation components<br>Fixed<br>components<br>Fixed<br>components<br>Fixed<br>components<br>MAXIMUM COMPENSATION<br>Maximum compensation amount<br>120% target achievement cap<br>1.35 times<br>base salary<br>1.05 times<br>base salary<br>200% target achievement cap<br>400% overall proceeds cap incl. share<br>price development<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 12 |
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| the Management Board at the end of September 30, 2022, the<br>maximum compensation of Mr. Rice Powell for the Fiscal Year<br>was reduced my mutual agreement from $13,434 THOUS to<br>approximately $12,034 THOUS.<br>The review of compliance with the maximum compensation<br>for 2020 may for the first time be conducted in 2023, i.e. when<br>the vesting period of the long-term incentive allocated in<br>2020 has expired and the amount to be paid out has been<br>finally determined.<br>The caps and maximum compensation under the Compensa-tion System 2020+ are shown in chart 4.15.<br>MANAGEMENT BOARD<br>MEMBERS’ COMPENSATION<br>IN THE FISCAL YEAR<br>The compensation in the Fiscal Year of the current Management<br>Board members or members in office until the end of the Fiscal<br>Year will be described in more detail below. The following tables<br>show their respective total compensation are set out in the sec-tion “Compensation tables for the current Management Board<br>members or members in office until the end of the Fiscal Year”.<br>Information on the compensation for Management Board mem-bers that ceased to hold office before expiry of the Fiscal Year<br>are set out in the section “Former Management Board members’<br>compensation”.<br>Fixed compensation components<br>The Management Board members receive a base salary and<br>fringe benefits as fixed compensation components.<br>In the Fiscal Year, the fringe benefits awarded or due to the<br>Management Board members under their service agree-ments mainly consisted of the private use of company cars,<br>housing, rent and relocation payments, reimbursement of<br>fees for the preparation of tax returns, reimbursement of<br>charges, contributions to pension schemes (other than the<br>pension commitments set out herein), contributions to acci-dent, life and health insurances or other insurances as well as<br>tax equalization compensation due to varying tax rates appli-cable in Germany and the country in which the relevant<br>Management Board member may be personally taxable.<br>Please see the section “Further information” for details of<br>such tax equalization compensation.<br>In addition, individual contractual pension commitments have<br>been made to individual Management Board members. Pay-ments to the Management Board members under pension com-mitments will only become payable when the covered event<br>occurs. The pension commitments are set out in the section<br> “Pension commitments”.<br>Variable compensation components<br>The variable compensation components under the Compensa-tion System 2020+ comprise a short-term and a long-term<br>incentive component, the latter of which includes a mandatory<br>share ownership element, as described in the section “Over-view of the Management Board members’ compensation in the<br>Fiscal Year”. Amounts from this long-term incentive compo-nent may be received for the first time in 2023 and are to be<br>invested in shares of the Company which need to be held for at<br>least one year. Details on the target values and target achieve-ment to the allocation of the long-term incentive component<br>made in 2020 can be found in the section “Multi-year variable<br>compensation target achievement for the performance period<br>ending at the end of the Fiscal Year”.<br>In addition, some Management Board members received for<br>their Management Board activities a long-term incentive from<br>outstanding compensation components allocated in previous<br>fiscal years under any of the compensation systems applicable<br>until December 31, 2019. Furthermore, some Management<br>Board members exercised stock options awarded in previous<br>fiscal years. For more detailed information, please see the sec-tion “Variable compensation components from allocations<br>made prior to the Compensation System 2020+”.<br>Variable compensation components under<br>the Compensation System 2020+<br>The variable compensation components applicable under the<br>Compensation System 2020+ to activities in the Fiscal Year are<br>shown in chart 4.16.<br>Short-term incentive – MBBP 2020+<br>Under the Compensation System 2020+, the Management<br>Board members are entitled to receive a short-term incentive<br>in accordance with the Fresenius Medical Care Management<br>Board Bonus Plan 2020+ (MBBP 2020+), which may result in a<br>cash payment. The short-term incentive rewards the Manage-ment Board members for the Company’s performance in the<br>relevant fiscal year. The short-term incentive is linked to the<br>achievement of three financial and one non-financial perfor-mance targets.<br>The target short-term incentive amount to be allocated to each<br>Management Board member (which is paid out at a target<br>achievement level of 100%) equals 105% (multiplier of 1.05) of<br>the Management Board member’s relevant base salary.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 13 |
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| Functioning<br>The functioning of the MBBP 2020+ is shown in chart 4.17.<br>The short-term incentive is measured based on the achieve-ment of four performance targets: 20% relate to revenue, 20%<br>to operating income, 40% to net income and 20% to the<br>achievement of specific and measurable sustainability criteria.<br>For the reasons stated in the section “The Fiscal Year in retro-spect”, the performance targets are no longer measured in<br>part also at regional level, but exclusively at group level.<br>The supervisory board of the General Partner defines for each<br>performance target the specific target values that lead to a tar-get achievement of 0% (lower threshold), 100% and 120% (cap).<br>The following applies to each of the performance targets: If the<br>lower threshold of a target value is not exceeded, the target<br>achievement is 0%. If the upper target value is reached or<br>exceeded, the target achievement is 120% (cap). If the financial<br>performance values achieved are between the relevant target<br>values for a target achievement of 0% to 50%, 50% to 100% or<br>100% to 120%, the relevant target achievement is determined<br>by linear interpolation. The same applies if the total score<br>achieved for the sustainability target lies between the target<br>values for target achievement of 0% to 100% or 100% to 120%.<br>The short-term incentive is paid out in the year following the<br>year of target achievement.<br>Link to strategy<br>The financial performance targets (revenue, operating income,<br>net income) reflect key performance indicators of the Company<br>and support the Company’s strategy of achieving sustainable<br>and profitable growth. The key success factors for continuous<br>growth in revenue are to attract new customers for products as<br>C 4.17 SHORT-TERM INCENTIVE – MBBP 2020+<br>PERFORMANCE PERIOD: 1 YEAR<br>PERFORMANCE TARGETS (INCL. WEIGHTING)<br>REVENUE<br>(20%)<br>OPERATING<br>INCOME (20%)<br>NET INCOME<br>(40 %)<br>SUSTAINABILITY<br>(20%)<br>TARGET ACHIEVEMENT<br>(CAP OF 120%) Payout for<br>the fiscal year<br>Base salary<br>Multiplier of 1.05<br>VARIABLE COMPENSATION<br>SHORT-TERM<br>INCENTIVE<br>LONG-TERM<br>INCENTIVE<br>Annual payment in cash after completion of the fiscal year<br>Performance Share Plan with a performance period of three years<br>Financial targets: Revenue, Operating income and Net income<br>Investment of the proceeds in Company shares acquired on the stock exchange<br>with a holding period of at least one year<br>Overall target achievement: 0 – 120%<br>Non-financial targets: Sustainability<br>Targets: Revenue growth, Net income growth and Return on invested capital (ROIC)<br>Overall target achievement: 0 – 200%<br>C 4.16 VARIABLE COMPENSATION COMPONENTS UNDER THE COMPENSATION SYSTEM 2020+<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 14 |
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| well as new patients to increase the number of treatments<br>performed annually, and also to be successful in the other<br>business areas in the health care sector. Operating income and<br>net income reflect the company’s ability to operate profitably<br>and thus create value for its shareholders.<br>The non-financial performance target underlines the Compa-ny’s commitment to implement its global sustainability pro-gram. The sustainability target, which relates to different sus-tainability areas, reflects the Company’s commitment and<br>strategy with respect to environmental, social and governance<br>aspects (ESG).<br>Financial performance targets<br>By measuring the performance targets at group (global) level<br>and – in the past depending on the relevant Management<br>Board member’s function – at regional level, both the financial<br>performance of the individual regions and that of the group<br>were reflected.<br>As already reported in the Compensation Report for the fiscal<br>year 2021, the company is realigning its operating model<br>under the FME25 program. Under the significantly simplified<br>structure, the company will operate with only two global<br>segments: Care Enablement and Care Delivery. As already<br>announced in the Compensation Report for the fiscal year<br>2021, the elimination of Management Board functions with<br>regional responsibility had the effect that the short-term vari-able compensation for the Fiscal Year for all members of the<br>Management Board, in accordance with the Compensation<br>System 2020+, was subject exclusively to performance targets<br>measured at group level and no longer also partially at<br>regional level.<br>The target values applied to the financial targets in the Fiscal<br>Year and their achievement are set out in table 4.18.<br>Sustainability target<br>In addition to the financial performance targets, the Compen-sation System 2020+ has incorporated sustainability as a<br>non-financial performance target of the short-term incentive.<br>This performance target underlines the Company’s commit-ment to implement its Global Sustainability Program and is<br>based on a qualitatively measurable sustainability target that<br>relates to various environmental, social and governance<br>aspects (ESG).<br>The achievement of the sustainability target is measured at the<br>group level to ensure close collaboration across the Company’s<br>operating segments in the field of sustainability. For this pur-pose, eight material sustainability areas were defined: respon-sibility towards patients as well as employees, anti-bribery and<br>anti-corruption, data protection and privacy, human and labor<br>rights, sustainable supply, environment, and occupational<br>health and safety. The progress in each sustainability area is<br>measured by the degree of implementation of the following<br>T 4.18 SHORT-TERM INCENTIVE – TARGET VALUES AND TARGET ACHIEVEMENT IN THE FISCAL YEAR<br>Target values Actual values<br>Target<br>achievement<br>0 % 50 % 100 % 120 % As reported<br>Adjust-ments 1<br>According to<br>plan terms<br>in € M in € M in € M in € M in € M in € M in € M in %<br>Revenue ≤ 16,589 = 17,510 = 18,432 ≥ 18,801 19,398 (1,586) 17,812 66.36<br>Operating income ≤ 1,525 = 1,715 = 1,906 ≥ 1,982 1,512 (172) 1,340 0.00<br>Net income < 868 = 868 = 965 ≥ 984 673 (90) 583 0.00<br>1<br> According to the plan terms, the financial figures underlying the target achievement were translated at the exchange rates that were applied for the determination of the target values to ensure<br>comparability. Furthermore, in accordance with the plan terms, the effects related to a merger (InterWell Health) were excluded when determining the target achievement.<br>T 4.19 SHORT-TERM INCENTIVE – SUSTAINABILITY TARGET<br>Target values Target achievement<br>0 % 100 % 120 % Absolute Relative<br>Jahr in points in points in points in points in %<br>2022 ≤ 28.00 = 45.00 ≥ 56.00 56.00 120.00<br>2021 ≤ 18.00 = 28.00 ≥ 34.00 40.25 120.00<br>2020 ≤ 10.75 = 18.00 ≥ 20.00 24.50 120.00<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 15 |
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| pre-defined management concepts: purpose, goals and objec-tives, responsibility and ownership, coverage, reporting and<br>communication, results and progress as well as policy, guide-line and training. The eight sustainability areas and seven man-agement concepts result in 56 sustainability criteria.<br>For the period from 2020 to 2022, the annual progress of the<br>implementation of these sustainability criteria is measured in<br>two steps using a control and calculation model. Further informa-tion can be found in the non-financial reporting of the company.<br>Within the control and calculation model, the degree of imple-mentation of these sustainability criteria is evaluated in a first<br>step using a predefined questionnaire. For each question,<br>0 points, 0.25 points, 0.5 points, 0.75 points or 1 point can be<br>achieved depending on the degree of implementation. Based<br>on the evaluation of the questionnaire, the score for each sus-tainability criterion is determined in a second step. The score<br>for each sustainability criterion can also be 0 points, 0.25<br>points, 0.5 points, 0.75 points or 1 point. To calculate the<br>achieved score for each sustainability criterion, the average of<br>the points over the number of questions per sustainability cri-terion is calculated. If the thus calculated average deviates<br>from the aforementioned scores, it is rounded down to the next<br>lower score. For example, a score of 0.45 points would lead to a<br>score of 0.25 points for a sustainability criterion.<br>To determine the total score for the sustainability target, the<br>sum of the points achieved for the 56 sustainability criteria is<br>calculated. The target values set by the General Partner’s super-visory board for the Fiscal Year and for the two preceding years<br>as well as the target achievement are set out in table 4.19.<br>Details on the sustainability target for the short-term variable<br>compensation for the fiscal year 2023 can be found in the sec-tion “Outlook for compensation-related changes”.<br>Overall target achievement<br>The degree of the overall target achievement for the short-term incentive is determined based on the weighted arithmetic<br>mean of the target achievement level of each performance tar-get. Multiplying the degree of the respective overall target<br>achievement with the target short-term incentive amount<br>results in the final short-term incentive amount. After the cor-responding resolution of the General Partner’s supervisory<br>board, the final short-term incentive amount is paid to the<br>respective Management Board member in cash. Since the over-all target achievement is capped at 120%, the final short-term<br>incentive amount is also capped at 120% of the respective<br>target short-term incentive amount.<br>table 4.20 shows the target achievement per performance tar-get as well as the overall target achievement for the Fiscal Year.<br>The overall target achievement for the short-term variable com-pensation for the Fiscal Year is identical for all Management<br>Board members because the financial performance targets for<br>the short-term variable compensation are no longer measured<br>in part also at regional level but exclusively at group level for<br>the reasons stated in the section “The Fiscal Year in retrospect”.<br>T 4.20 SHORT-TERM INCENTIVE – OVERALL TARGET ACHIEVEMENT IN THE FISCAL YEAR<br>IN %<br>Target achievement (weighting) Overall target achievement<br>Revenue<br>(20 %)<br>Operating income<br>(20 %)<br>Net income<br>(40 %)<br>Sustainability target<br>(20 %)<br>66.36 0.00 0.00 120.00 37.27<br>T 4.21 SHORT-TERM INCENTIVE – AMOUNTS TO BE PAID IN THE YEAR 2023 FOR THE PERFORMANCE IN THE FISCAL YEAR<br>IN € THOUS<br>Base salary Multiplier<br>Target<br>amount Cap (120%)<br>Overall<br>target<br>achieve-ment in %<br>Payout<br>amount<br>Helen Giza 1 1,385 1.05 1,454 1,745 37.27 542<br>Franklin W. Maddux, MD 1 921 1.05 967 1,160 37.27 360<br>Dr. Katarzyna Mazur-Hofsäß 1,064 1.05 1,117 1,340 37.27 416<br>Rice Powell 1 2,013 1.05 2,114 2,537 37.27 788<br>William Valle 1 1,567 1.05 1,645 1,974 37.27 613<br>1<br> Please note for the amounts as set out herein that the compensation components for Ms. Helen Giza (since May 16, 2022) as well as Messrs. Franklin W. Maddux, MD, Rice Powell and William Valle are<br>denominated in U.S. dollar and that the amounts may be subject to currency fluctuations. The translation of U.S. dollar amounts was done at the average exchange rates for the applicable calendar year.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 16 |
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| The amounts to be paid out to the individual Management<br>Board members in 2023 on the basis of this overall target<br>achievement for the Fiscal Year, taking into account the target<br>amount (base salary multiplied by the multiplier) and in compli-ance with the cap, can be found in table 4.21.<br>The corresponding information on the short-term variable<br>compensation paid out in the Fiscal Year for the performance<br>in 2021 was previously disclosed in the Compensation Report<br>for the fiscal year 2021.<br>Long-term incentive – MB LTIP 2020<br>On the basis of the Compensation System 2020+, so-called<br>Performance Shares were allocated to the Management Board<br>members in the Fiscal Year under the MB LTIP 2020 as a long-term incentive.<br>The Performance Shares allocated to the members of the<br>Management Board under the MB LTIP 2020 are non-equity,<br>cash-settled virtual compensation instruments with a perfor-mance period of three years. Any amounts received from the<br>Performance Shares are subject to the achievement of three<br>equally weighted performance targets and further depend on<br>the development of the stock exchange price of the shares of<br>the Company. The amounts received from the Performance<br>Shares (after taxes and duties) are transferred to a credit insti-tution which uses them to purchase shares of the Company on<br>the stock exchange. The shares so acquired are subject to a<br>holding period of at least one year. The amounts resulting from<br>the long-term incentive are therefore not accessible to the<br>Management Board members before the expiry of a period of<br>at least four years.<br>The allocation amount for the Performance Shares equals<br>135% (multiplier of 1.35) of the relevant base salary of the<br>respective Management Board member.<br>In order to determine the number of Performance Shares to be<br>allocated to the relevant Management Board member, the rel-evant allocation amount is divided by the value per Perfor-mance Share determined in accordance with IFRS 2 and con-sidering the average price of the Company’s shares over a<br>period of 30 calendar days prior to each relevant allocation<br>date. The number of Performance Shares to vest for each Man-agement Board member depends on the achievement of the<br>performance targets.<br>Functioning<br>The functioning of the MB LTIP 2020 is shown in chart 4.22.<br>Revenue growth and net income growth are determined at con-stant currency. According to the plan terms, the underlying<br>financial figures of the financial performance targets may be<br>adjusted for effects from changes in IFRS accounting standards<br>to ensure comparability of the financial figures to the opera-tional performance.<br>The supervisory board of the General Partner defines for each<br>performance target the specific target values that lead to a tar-get achievement of 0% (lower threshold), 100% and 200% (cap).<br>The following applies to each performance target: If the lower<br>target value is not exceeded, a target achievement of 0%<br>applies. If the upper target value is reached or exceeded, a target<br>TARGET ACHIEVEMENT<br>(CAP OF 200%)<br>C 4.22 LONG-TERM INCENTIVE – MB LTIP 2020<br>RESTRICTION PERIOD: 4 YEARS<br>PERFORMANCE PERIOD: 3 YEARS HOLDING PERIOD: 1 YEAR<br>PERFORMANCE TARGETS<br>WEIGHTING<br>1/3<br>REVENUE<br>GROWTH<br>WEIGHTING<br>1/3<br>NET INCOME<br>GROWTH<br>WEIGHTING<br>1/3<br>ROIC<br>Base salary<br>Multiplier of 1.35<br>Allocation value<br>Preliminary number of<br>Performance Shares<br>Mandatory<br>investment of the<br>proceeds in Company shares<br>Proceeds<br>(Cap of 400%)<br>Company share price<br>(Ø 30 days prior to vesting)<br>Final number of<br>Performance Shares<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 17 |
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| achievement of 200% (cap) applies. If the actual financial fig-ures range between the relevant target values applicable to a<br>target achievement of 0% to 100% or 100% to 200%, the target<br>achievement is determined by linear interpolation. At the end of<br>the three-year performance period, the supervisory board of the<br>General Partner determines the overall target achievement by<br>taking the average of the target achievement levels for the three<br>performance targets in the applicable three-year performance<br>period. The three performance targets are equally weighted.<br>Based on the degree of the overall target achievement, the num-ber of Performance Shares to vest is determined for each mem-ber of the Management Board. The number of Performance<br>Shares may increase or decrease over the performance period.<br>A total loss as well as (at most) doubling of the allocated Perfor-mance Shares in case of a target achievement of 200% (cap) is<br>possible. After the final determination of the overall target<br>achievement, the number of Performance Shares to vest is mul-tiplied by the average price of the Company’s shares over the 30<br>calendar days preceding the relevant vesting date in order to<br>calculate the corresponding amount received from the Perfor-mance Shares to vest. The total proceeds from the Performance<br>Shares are capped at 400% of the relevant allocation amount.<br>Amounts from Performance Shares allocated under the MB<br>LTIP 2020 may be received for the first time in 2023 (from the<br>allocation in 2020). Given the fact that the amounts received<br>will be invested in shares to be held for at least one year, the<br>Management Board members will therefore not have access to<br>the corresponding amounts before 2024.<br>Link to strategy<br>In order to achieve long-term profitable growth, the three per-formance targets revenue growth, net income growth and<br>return on invested capital (ROIC) have been chosen as they<br>reflect the Company’s strategic priorities of increasing the<br>business activities and at the same time ensuring a certain<br>level of return of the Company’s investments. These perfor-mance targets form part of the Company’s key performance<br>indicators and support the execution of the Company’s long-term strategy (see Chart 4.23).<br>Measurement of target achievement for allocation<br>in the Fiscal Year<br>For allocations in the Fiscal Year, the target achievement levels<br>of the performance targets growth in revenue and net income<br>growth are calculated based on a compound annual growth<br>rate (CAGR) over the entire three-year performance period.<br>The basis for the first annual growth rate is 2021. To ROIC,<br>annual target values apply. The respective target values are<br>disclosed after the end of the three-year performance period.<br>C 4.23 MB LTIP 2020 – LINK OF PERFORMANCE TARGETS TO STRATEGY<br>PERFORMANCE TARGET WEIGHTING RATIONALE AND LINK TO STRATEGY<br>REVENUE<br>GROWTH 1/3<br>NET INCOME GROWTH<br>ROIC<br>1/3<br>1/3<br>The key to continue growing Revenue is to attract new product customers, new patients and<br>increase the number of treatments performed each year as well as delivering in the other<br>healthcare businesses. Revenue Growth also reflects the continuous importance of growth for<br>the long-term success of the group.<br>ROIC is a profitability measure and expresses how efficiently capital under the Company’s<br>control is allocated in the long-term or how well the Company ‘s capital with regard to<br>a specific investment project is employed.<br>On a group level, percentage growth in Net Income is a key performance indicator used for<br>internal management. Net Income Growth reflects the long-term profitability of the group.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 18 |
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| Allocation in the Fiscal Year<br>In the Fiscal Year, the Performance Shares shown in table 4.24<br>were allocated; their number was determined taking into<br>account the allocation amount (basic compensation multiplied<br>by the multiplier) and the value per Performance Share on the<br>allocation date.<br>An overview of the status in the Fiscal Year of the Performance<br>Shares allocated under the MB LTIP 2020 can be found in the<br>section “Overview of outstanding share-based compensation<br>components”.<br>Variable compensation components<br>from allocations made prior to<br>the Compensation System 2020+<br>Individual members of the Management Board received vari-able compensation for their activities on the Management<br>Board in the Fiscal Year based on outstanding compensation<br>components allocated in previous fiscal years under one of the<br>compensation systems applicable until December 31, 2019 or<br>exercised stock options awarded to them in previous fiscal<br>years under one of the compensation systems applicable until<br>December 31, 2019. Further allocations based on these compen-sation components (including further awards of stock options)<br>are no longer possible.<br>An overview of the status of these compensation components<br>can be found in the section “Overview of outstanding share-based compensation components”.<br>Share Based Award<br>To the extent members of the Management Board holding office<br>at that time were entitled to the so-called Share Based Award<br>under one of the compensation systems applicable until Decem-ber 31, 2019, they may in principle receive share-based compen-sation, at the earliest, after a period of three years following the<br>relevant allocation date. Such compensation is paid in cash in an<br>amount that depends on the stock exchange price of the Com-pany’s shares on the exercise date. In special cases (e.g. disabil-ity to work, retirement, non-renewal of expired service agree-ments by the company) a shorter period may apply. The Share<br>Based Award is to be classified as long-term compensation.<br>The Share Based Award is the amount of the one-year variable<br>compensation component that under the compensation systems<br>applicable until December 31, 2019 was to be converted into<br>virtual shares of the Company not backed by equity of the Com-pany as an amount to be deferred. In principle, 25% of the total<br>amount of the one-year variable compensation was to be con-verted into such virtual shares; this amount was determined by<br>multiplying the degree of the relevant overall target achievement<br>by the relevant base salary and a further fixed multiplier. The<br>amount to be paid out under Share Based Awards is calculated by<br>multiplying the number of virtual shares by the stock exchange<br>price of the Company’s shares on the relevant exercise date.<br>In the Fiscal Year, individual current or former members of the<br>Management Board received payments resulting from Share<br>Based Awards allocated to them in 2019 for the achievement of<br>the performance targets in 2018 (Allocation 2018) that vested<br>in the Fiscal Year (see table 4.25).<br>An overview of the status in the Fiscal Year of the virtual shares<br>allocated under the Share Based Award can be found in the<br>section “Overview of outstanding share-based compensation<br>components”.<br>T 4.24 PERFORMANCE SHARES ALLOCATED IN THE FISCAL YEAR UNDER THE MB LTIP 2020 1<br>Base salary Multiplier<br>Allocation<br>amount<br>Value per<br>Performance Share<br>at allocation 2<br>Number of<br>Performance<br>Shares Cap (400 %)<br>in € THOUS in € THOUS in € in € THOUS<br>Helen Giza 3 1,385 1.35 1,870 55.09 32,279 7,480<br>Franklin W. Maddux, MD 3 921 1.35 1,243 55.09 20,974 4,972<br>Dr. Katarzyna Mazur-Hofsäß 1,064 1.35 1,436 55.09 26,074 5,744<br>Rice Powell 3 2,013 1.35 2,718 55.09 45,841 10,872<br>William Valle 3 1,567 1.35 2,115 55.09 35,678 8,460<br>1<br> The former member of the Management Board Dr. Carla Kriwet received an allocation of 21,346 Performance Shares in the Fiscal Year, which were forfeited in accordance with the applicable plan<br>terms upon her departure from the Management Board.<br>2<br> The value per Performance Share as set out herein and relevant for the number of Performance Shares to be allocated is determined according to the plan terms considering the average price of<br>the Company’s shares over a period of 30 calendar days prior to the allocation date, which is why it may deviate from the Fair Value according to IFRS 2.<br>3<br> Please note for the amounts as set out herein that the compensation components for Ms. Helen Giza (since May 16, 2022) as well as Messrs. Franklin W. Maddux, MD, Rice Powell and William Valle are<br>denominated in U.S. dollar and that the amounts may be subject to currency fluctuations. The translation of U.S. dollar amounts was done at the average exchange rates for the applicable calendar year.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 19 |
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| Long-term incentive plans<br>To the extent Performance Shares were allocated in earlier fiscal<br>years to then members of the Management Board under the<br>Fresenius Medical Care AG & Co. KGaA Long Term Incentive Plan<br>2016 (LTIP 2016) or the Fresenius Medical Care Management<br>Board Long Term Incentive Plan 2019 (MB LTIP 2019), they may<br>under certain conditions – under the LTIP 2016 for the last time<br>in the Fiscal Year, and, under the MB LTIP 2019, for the first time<br>in 2023 – receive a share-based, cash-settled compensation from<br>these Performance Shares. Furthermore, under the Fresenius<br>Medical Care AG & Co. KGaA Long Term Incentive Program 2011<br>(LTIP 2011) individual members of the Management Board may<br>under certain conditions – and for the last time in 2023 – exer-cise previously awarded stock options.<br>An overview of the development in the Fiscal Year of the<br>Performance Shares allocated under the LTIP 2016 and the<br>MB LTIP 2019 as well as of the stock options awarded under the<br>LTIP 2011 can be found in the section “Overview of outstanding<br>share-based compensation components”.<br>LTIP 2016<br>In the Fiscal Year, individual current or former members of the<br>Management Board were awarded compensation from Perfor-mance Shares allocated to them in 2018 under the LTIP 2016.<br>The Performance Shares allocated to the members of the Man-agement Board under the LTIP 2016 are non-equity, cash-set-tled virtual compensation instruments with a performance<br>period of three years. Performance Shares will generally vest,<br>and will be paid out, at the end of a period of four years from<br>each relevant allocation date.<br>In order to determine the number of Performance Shares to be<br>allocated to the respective Management Board member, the rel-evant allocation amount was divided by the value per Perfor-mance Share determined in accordance with IFRS 2 and consid-ering the average price of the Company’s shares over a period of<br>30 calendar days prior to each relevant allocation date. The<br>number of Performance Shares to vest for each member of the<br>Management Board depended on the achievement of the perfor-mance targets. As regards the allocation in 2018, the perfor-mance targets relating to the 2018, 2019 and 2020 performance<br>periods were decisive.<br>The degree of the overall target achievement during the three-year performance period was determined based on the three per-formance targets revenue growth, net income growth and return<br>on invested capital (ROIC). The annual target values and target<br>achievement for the 2018, 2019 and 2020 performance periods<br>were each as follows, according to table 4.26.<br>If the actual financial figures were between the relevant target<br>values for a target achievement of 0% and 100% or 100% and<br>200%, the target achievement was determined by linear inter-polation. The average of the annual target achievement levels<br>over the three-year performance period was used to determine<br>the overall target achievement.<br>T 4.25 PAYOUT FROM THE SHARE BASED AWARDS ALLOCATED IN THE YEAR 2019 FOR THE YEAR 2018 1<br>Allocation amount Number of virtual shares Share price at exercise Payout amount<br>in € THOUS in € in € THOUS<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Dr. Katarzyna Mazur-Hofsäß 123 1,805 62.20 112<br>Rice Powell 977 15,003 60.34 905<br>William Valle 696 10,675 58.42 624<br>Former members of the Management Board<br>Dr. Olaf Schermeier 323 4,739 59.02 280<br>Kent Wanzek 377 5,786 60.70 351<br>Harry de Wit 317 4,642 59.02 274<br>1 The plan terms applicable to the Share Based Award entitle to payments in euro.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 20 |
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| T 4.26 LONG-TERM INCENTIVE – TARGET VALUES AND TARGET ACHIEVEMENT FOR THE ALLOCATION 2018 UNDER THE LTIP 2016<br>Target values Actual values Target achievement<br>0 % 100 % 200 % As reported<br>Adjust-ments 1<br>According to<br>plan terms<br>Per<br>performance<br>target Annual<br>2018<br>Revenue growth ≤ 0% = 7% ≥ 16% (7.0%) 7.6% 0.6% 8%<br>Net income growth ≤ 0% = 7% ≥ 14% 54.9% 4.8% 59.7% 200% 136%<br>Return on invested capital (ROIC) ≤ 7.5% = 7.7% ≥ 7.9% 12.4% 0.0% 12.4% 200%<br>2019<br>Revenue growth ≤ 0% = 7% ≥ 16% 5.6% (2.7%) 2.9% 41%<br>Net income growth ≤ 0% = 7% ≥ 14% (39.5%) 1.1% (38.4%) 0% 14%<br>Return on invested capital (ROIC) ≤ 7.7% = 7.9% ≥ 8.1% 6.1% 0.7% 6.8% 0%<br>2020<br>Revenue growth ≤ 0% = 7% ≥ 16% 2.2% 3.1% 5.3% 75%<br>Net income growth ≤ 0% = 7% ≥ 14% (2.9%) 17.8% 14.9% 200% 92%<br>Return on invested capital (ROIC) ≤ 7.9% = 8.1% ≥ 8.3% 5.8% 1.7% 7.5% 0%<br>OVERALL TARGET ACHIEVEMENT 81 %<br>1<br> Revenue growth and net income growth were determined at constant currency. To ensure comparability, the figures underlying the achievement of the performance targets for the performance<br>period 2019 and underlying the achievement of the ROIC performance target for the performance period 2020 were adjusted for effects resulting from the application of IFRS 16; the figures under-lying the achievement of the revenue growth target and of the net income growth target were adjusted for effects resulting from the application of IFRS 15 for the performance period 2018.<br>Based on the degree of the overall target achievement, the<br>number of Performance Shares to vest was determined for<br>each member of the Management Board. The number of Per-formance Shares could increase or decrease over the perfor-mance period. A total loss as well as (at most) doubling of the<br>allocated Performance Shares in case of a target achievement<br>of 200% (cap) was possible. After the final determination of the<br>overall target achievement, the number of Performance Shares<br>to vest was multiplied by the average price of the Company’s<br>shares over the 30 calendar days preceding the relevant vest-ing date in order to calculate the corresponding amount<br>received from the Performance Shares to vest.<br>table 4.27 provides the amounts paid out in the Fiscal Year<br>from the Allocation 2018 under the LTIP 2016.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 21 |
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| LTIP 2011<br>In the Fiscal Year, individual current or former members of the<br>Management Board exercised stock options awarded to them in<br>previous years under the LTIP 2011.<br>The stock options awarded under the LTIP 2011 – for the last<br>time in 2015 – may be exercised after the expiry of a four-year<br>vesting period, which begins on the award date, within a further<br>four years – thus for the last time in 2023 – taking into consid-eration certain blackout periods, the achievement of the per-formance targets and, subject to deviating agreements in indi-vidual cases, the continuation of the service relationship.<br>The performance target will be achieved in each case if, within<br>the vesting period, either the adjusted earnings per ordinary<br>share have increased by at least 8% per year compared to the<br>respective previous year or, if this is not the case, the compound<br>annual growth rate of the adjusted earnings per ordinary share<br>has increased by at least 8% per year in the four-year vesting<br>period. If, with respect to one or more of the four reference peri-ods within the vesting period, neither the adjusted earnings per<br>share have increased by at least 8% per year compared to the<br>respective previous year nor the compound annual growth rate<br>of the adjusted earnings per share has increased by at least 8%<br>per year in the four-year vesting period, the relevant stock<br>options issued will be forfeited to the extent that the perfor-mance target has not been achieved within the vesting period,<br>i.e. by one quarter, by two quarters, by three quarters or in full.<br>Stock options may generally be exercised at any time after the<br>end of the vesting period outside blackout periods. Blackout<br>periods under the LTIP 2011 are the periods (i) from December<br>15 to January 15, (ii) from the 21st calendar day before the<br>Annual General Meeting of the Company until the expiry of the<br>day of such Annual General Meeting, (iii) from the date on<br>which the Company publishes an offer to its shareholders to<br>T 4.27 LONG-TERM INCENTIVE – PAYOUT FROM THE ALLOCATION 2018 OF THE LTIP 2016<br>Fair Value at<br>allocation<br>Number of<br>allocated<br>Performance<br>Shares<br>Overall target<br>achievement<br>Number of final<br>Performance<br>Shares<br>Share price<br>at payout<br>Payout<br>amount in<br>in € THOUS in % in € in € THOUS<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Franklin W. Maddux, MD 1, 2 432 5,366 822 4,400 45.27 228<br>Dr. Katarzyna Mazur-Hofsäß 734 10,637 81 8,616 29.433 254<br>Rice Powell 1 1,413 17,548 81 14,214 45.27 737<br>William Valle 1 707 8,774 81 7,107 45.27 369<br>Former members of the Management Board<br>Michael Brosnan 1 707 8,774 81 7,107 45.27 369<br>Dr. Olaf Schermeier 757 9,404 81 7,617 45.27 345<br>Kent Wanzek 1 707 8,774 81 7,107 45.27 369<br>Harry de Wit 757 9,404 81 7,617 45.27 345<br>1<br> Please note for the amounts paid out that the compensation components for Messrs. Franklin W. Maddux, MD, Rice Powell, William Valle, Michael Brosnan and Kent Wanzek are denominated in U.S.<br>dollar and that the amounts may be subject to currency fluctuations. The translation of U.S. dollar amounts for the awarded long-term incentive (payout amount) was done at the closing rates of the<br>vesting date.<br>2<br> The payout shown for Mr. Franklin W. Maddux, MD, was made based on an allocation prior to his appointment as a member of the Management Board. For plan participants who were not a member<br>of the Management Board at the date of the allocation, the figures for the performance period 2020 for the allocation 2018 were also adjusted for effects of excess mortality rates of patients due to<br>the COVID-19 pandemic. This adjustment ultimately only affected the achievement of the revenue growth target and resulted in the slightly higher overall target achievement reported herein.<br>3<br> The Allocation 2018 for Dr. Katarzyna Mazur-Hofsäß, who was appointed as a member of the Management Board with effect from September 1, 2018, was made in December 2018 and vested in<br>December 2022. The relevant share price at payout for Dr. Mazur-Hofsäß therefore differs from that for the other Management Board members, for whom the Allocation 2018 was made in July 2018<br>and vested in July 2022.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 22 |
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| subscribe for new shares in an official stock exchange journal<br>or in the Federal Gazette (Bundesanzeiger) until the date on<br>which the shares of the Company entitled to subscription are<br>listed “ex subscription right” for the first time on the Frankfurt<br>Stock Exchange and (iv) from the 15th calendar day prior to the<br>publication of the quarterly or annual results until the publica-tion of such quarterly or annual results. Any restrictions under<br>capital markets law regarding the exercise of stock options will<br>remain unaffected by the blackout periods.<br>The exercise price is the closing price of the Company’s shares<br>in the electronic “Xetra” trading of Deutsche Börse AG in Frank-furt am Main or a comparable successor system on the 30 cal-endar days preceding the relevant award date in euro. The exer-cise price will be adjusted under certain circumstances (e.g. in<br>the event of capital measures of the Company).<br>Proceeds from the exercise of stock options are, with a view to<br>the new provisions of section 162 AktG, not regarded as com-pensation awarded or due and, hence, not included in this Com-pensation Report. An overview of the status of the stock<br>options can be found in the following section “Overview of out-standing share-based compensation components”. Information<br>on reportable exercises of stock options is publicly available on<br>www.eqs-news.com in the section “Directors’ Dealings” and is<br>posted on the Company’s website in the “Investors” section.<br>Overview of outstanding share-based<br>compensation components<br>The status of the outstanding share-based components of the<br>Management Board compensation of the current or former<br>members of the Management Board in the Fiscal Year as well as<br>further information are set out in tables 4.28 to 4.30.<br>The following overview shows the temporal profile of the out-standing share-based compensation components already<br>described in detail in Chart 4.31 and in the respective text<br>sections.<br>Malus and clawback<br>Under the Compensation System 2020+, the supervisory board<br>of the General Partner is entitled to withhold or reclaim vari-able compensation components in cases of a Management<br>Board member’s misconduct or non-compliance with his duties<br>or internal Company guidelines, considering the characteristics<br>of the individual case. Within this framework, the supervisory<br>board ensures that contractual provisions are in place deter-mining detailed requirements for withholding or reclaiming<br>variable compensation components and setting forth the con-sequences thereof, including the forfeiture, in full or in part, of<br>all or some variable compensation components.<br>In the Fiscal Year, there was no reason for the General Partner’s<br>supervisory board to make use of these authorizations.<br>T 4.28 OVERVIEW OF OUTSTANDING PERFORMANCE SHARES (CONTINUATION SEE NEXT PAGE)<br>Allocation date Vesting date<br>Fair Value at allocation<br>in € THOUS<br>Number of allocated<br>Performance Shares<br>Overall target<br>achievement<br>in %<br>Number of<br>Performance Shares<br>as of December 31, 2022<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Helen Giza<br>Allocation 2019 (MB LTIP 2019) December 2, 2019 December 2, 2023 812 13,399 38 5,092<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 1,070 17,465 58 10,130<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 1,138 20,941 20,941<br>Allocation 2022 (MB LTIP 2020) March 1, 2022 March 1, 2025 1,688 32,279 32,279<br>TOTAL 84,084 68,442<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 23 |
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| OVERVIEW OF OUTSTANDING PERFORMANCE SHARES (CONTINUATION OF THE PREVIOUS PAGE)<br>Allocation date Vesting date<br>Fair Value at allocation<br>in € THOUS<br>Number of allocated<br>Performance Shares<br>Overall target<br>achievement<br>in %<br>Number of<br>Performance Shares<br>as of December 31, 2022<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Franklin W. Maddux, MD<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 988 15,954 58 9,253<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 1,016 18,625 18,625<br>Allocation 2022 (MB LTIP 2020) March 1, 2022 March 1, 2025 1,110 20,974 20,974<br>TOTAL 55,553 48,852<br>Dr. Katarzyna Mazur-Hofsäß<br>Allocation 2019 (MB LTIP 2019) July 29, 2019 July 29, 2023 803 12,927 38 4,912<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 1,139 18,588 58 10,781<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 1,225 22,533 22,533<br>Allocation 2022 (MB LTIP 2020) March 1, 2022 March 1, 2025 1,359 26,074 26,074<br>TOTAL 80,122 64,300<br>Rice Powell<br>Allocation 2019 (MB LTIP 2019) July 29, 2019 July 29, 2023 1,575 25,127 38 9,548<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 2,170 35,030 58 20,317<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 2,231 40,894 40,894<br>Allocation 2022 (MB LTIP 2020) March 1, 2022 March 1, 2025 2,425 45,841 45,841<br>TOTAL 146,892 116,600<br>William Valle<br>Allocation 2019 (MB LTIP 2019) July 29, 2019 July 29, 2023 788 12,564 38 4,774<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 1,676 27,053 58 15,691<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 1,723 31,582 31,582<br>Allocation 2022 (MB LTIP 2020) March 1, 2022 March 1, 2025 1,888 35,678 35,678<br>TOTAL 106,877 87,725<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 24 |
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| OVERVIEW OF OUTSTANDING PERFORMANCE SHARES (CONTINUATION OF THE PREVIOUS PAGE)<br>Allocation date Vesting date<br>Fair Value at allocation<br>in € THOUS<br>Number of allocated<br>Performance Shares<br>Overall target<br>achievement<br>in %<br>Number of<br>Performance Shares<br>as of December 31, 2022<br>Former members of the Management Board<br>Michael Brosnan<br>Allocation 2019 (MB LTIP 2019) July 29, 2019 July 29, 2023 788 12,564 38 4,774<br>TOTAL 12,564 4,774<br>Dr. Olaf Schermeier<br>Allocation 2019 (MB LTIP 2019) July 29, 2019 July 29, 2023 803 12,927 38 4,912<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 907 14,809 58 8,589<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 1,105 20,328 20,328<br>TOTAL 48,064 33,829<br>Kent Wanzek<br>Allocation 2019 (MB LTIP 2019) July 29, 2019 July 29, 2023 788 12,564 38 4,774<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 972 15,694 58 9,103<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 1,033 18,929 18,929<br>TOTAL 47,187 32,806<br>Harry de Wit<br>Allocation 2019 (MB LTIP 2019) July 29, 2019 July 29, 2023 803 12,927 38 4,912<br>Allocation 2020 (MB LTIP 2020) November 2, 2020 November 2, 2023 920 15,014 58 8,708<br>Allocation 2021 (MB LTIP 2020) March 1, 2021 March 1, 2024 1,012 18,614 18,614<br>TOTAL 46,555 32,234<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 25 |
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| T 4.29 OVERVIEW OF OUTSTANDING VIRTUAL SHARES ALLOCATED UNDER THE SHARE BASED AWARD 1<br>Number of virtual shares as of December 31, 2022<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Helen Giza 815<br>Dr. Katarzyna Mazur-Hofsäß 5,788<br>Rice Powell 9,913<br>William Valle 5,208<br>Former members of the Management Board<br>Dr. Olaf Schermeier 3,839<br>Kent Wanzek 4,356<br>Harry de Wit 4,305<br>1<br> All outstanding virtual shares under the Share Based Award were allocated as “allocation 2019” on March 10, 2022, and will in principle vest on March 10, 2023, according to the plan conditions.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 26 |
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| T 4.30 OVERVIEW OF THE STOCK OPTIONS OUTSTANDING IN THE FISCAL YEAR ALLOCATED UNDER THE LTIP 2011 1<br>Development of the number in the Fiscal Year<br>Allocation date End of term Exercise price January 1, 2022 Reductions December 31, 2022<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Franklin W. Maddux, MD<br>Allocation 2014 2 July 28, 2014 July 18, 2022 49.93 15,000 15,000 —<br>Allocation 2015 2 July 27, 2015 July 16, 2023 76.99 30,000 — 30,000<br>Rice Powell<br>Allocation 2014 July 28, 2014 July 18, 2022 49.93 74,700 74,700 —<br>Allocation 2015 July 27, 2015 July 16, 2023 76.99 149,400 — 149,400<br>William Valle<br>Allocation 2015 2 July 27, 2015 July 16, 2023 76.99 30,000 — 30,000<br>Former members of the Management Board<br>Michael Brosnan<br>Allocation 2014 July 28, 2014 July 18, 2022 49.93 37,350 37,350 —<br>Allocation 2015 July 27, 2015 July 16, 2023 76.99 74,700 — 74,700<br>Roberto Fusté<br>Allocation 2014 July 28, 2014 July 18, 2022 49.93 24,900 24,900 —<br>Allocation 2015 July 27, 2015 July 16, 2023 76.99 59,760 — 59,760<br>Dr. Olaf Schermeier<br>Allocation 2014 July 28, 2014 July 18, 2022 49.93 37,350 37,350 —<br>Allocation 2015 July 27, 2015 July 16, 2023 76.99 49,800 — 49,800<br>Kent Wanzek<br>Allocation 2015 July 27, 2015 July 16, 2023 76.99 69,720 — 69,720<br>Dominik Wehner<br>Allocation 2015 July 27, 2015 July 16, 2023 76.99 49,800 — 49,800<br>1 The number of stock options allocated at the time equals the number of stock options outstanding at January 1, 2022. The target achievement for the allocation 2014 and the allocation 2015 each was 100%.<br>2 These allocations for Messrs. Franklin W. Maddux, MD, and William Valle were made prior to their respective appointments as members of the Management Board.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 27 |
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| C 4.31 TEMPORAL PROFILE OF OUTSTANDING SHARE-BASED COMPENSATION COMPONENTS IN THE FISCAL YEAR<br>2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026<br>1 The temporal profile uses a simplified, schematic illustration of the allocations. The details can be found in the tables above and in the corresponding explanations in the text. 2 The Share-Based Award can be exercised after a period of three years from the allocation date.<br>MB LTIP 2019 –<br>PERFORMANCE SHARES Allocation 2019<br>Vesting period<br>Performance period<br>MB LTIP 2020 –<br>PERFORMANCE SHARES<br>Vesting period Holding<br>period<br>Holding<br>period<br>Holding<br>period<br>Performance period<br>Allocation 2020<br>Vesting period<br>Vesting period<br>Performance period<br>Performance period<br>Allocation 2021<br>Allocation 2022<br>SHARE BASED<br>AWARD 2 Allocation 2019 Vesting period<br>Vesting period Exercise period<br>Performance period<br>LTIP 2011 –<br>OPTIONS Allocation 2015<br>TEMPORAL PROFILE 1<br> OF OUTSTANDING SHARE-BASED COMPENSATION COMPONENTS IN THE FISCAL YEAR<br>Payouts<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 28 |
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| Compensation tables for the current<br>Management Board members or members<br>in office until the end of the Fiscal Year<br>table 4.33 shows the individualized compensation awarded<br>and due in the Fiscal Year to each current Management Board<br>member or member in office until the end of the Fiscal Year. In<br>addition, the pension expense incurred for the individual con-tractual pension commitments is disclosed. The tabular presen-tation is based on the model tables of the German Corporate<br>Governance Code in its previous version dated February 7, 2017.<br>Under the regime of section 162 AktG, no uniform practice has<br>yet emerged on the question of the conditions under which<br>compensation is to be regarded as “awarded”. The reporting<br>logic underlying table 4.33 is therefore explained below in<br>the interests of clarity and comprehensibility of the Compen-sation Report.<br>For the purposes of table 4.33, compensation is deemed to<br>have been “awarded in the fiscal year” if it has vested in the<br>fiscal year. For this purpose, compensation is deemed to have<br>vested in the year in which the underlying activity has been<br>fully performed and the entitlement to payment of the com-pensation is no longer subject to any conditions precedent or<br>conditions subsequent. In the case of long-term variable com-pensation, this generally corresponds to the year in which it<br>is paid out.<br>Based on this understanding, the short-term incentive is consid-ered to have vested in the fiscal year, and is shown in table 4.33<br>for the respective fiscal year, in which the underlying activity<br>was performed. This facilitates comparison of the performance<br>of the members of the Management Board in a fiscal year with<br>the performance of the Company in the same fiscal year and to<br>enable the short-term incentive to be allocated on an accrual<br>basis to the year in which the performance was performed. The<br>columns for the year 2022 therefore contain the short-term<br>incentive for the Fiscal Year that will not be paid out until 2023,<br>and the columns for the year 2021 contain the short-term incen-tive for 2021 that was paid out in the Fiscal Year.<br>Personal investment from variable<br>compensation<br>In order to have the Management Board members adequately<br>participate in the sustainable corporate development, the Gen-eral Partner’s supervisory board decided in 2021 that the Man-agement Board members then in office – with their consent –<br>would acquire shares in the Company on the stock exchange<br>for a portion of the long-term incentive allocated to them as<br>members of the Management Board in 2018 under the LTIP<br>2016 and in 2019 under the MB LTIP 2019. The shares so<br>acquired may not be sold by the relevant Management Board<br>member until the expiration of three years from the date of<br>acquisition.<br>The portion of the long-term incentive for which a Manage-ment Board member acquired or has to acquire shares in the<br>Company from the payout made in the Fiscal Year under the<br>LTIP 2016 (Allocation 2018) depended on the overall target<br>achievement for 2018, 2019 and 2020 as well as the stock mar-ket price of the Company’s shares to be determined in accor-dance with the LTIP 2016. Details on the target achievement<br>can be found in the section “LTIP 2016”. The net amounts<br>invested in the Fiscal Year or to be invested in 2023 by the cur-rent Management Board members or members in office until<br>the end of the Fiscal Year are as follows in table 4.32.<br>T 4.32 PERSONAL INVESTMENT FROM THE NET LONG-TERM<br>INCENTIVE UNDER THE LTIP 2016 (ALLOCATION 2018)<br>IN THOUS Amount Currency<br>Dr. Katarzyna Mazur-Hofsäß 1 36 €<br>Rice Powell 107 $<br>William Valle 54 $<br>1<br> Dr. Katarzyna Mazur-Hofsäß was appointed as a member of the Management Board on Septem-ber 1, 2018. Therefore, the Allocation 2018 for her was made in December 2018 and a compen-sation from this allocation was awarded in December 2022. Her personal investment from the<br>Allocation 2018 shall be made in a timely manner after the earnings release for the Fiscal Year.<br>The allocation in 2018 for Mr. Franklin W. Maddux, MD, was<br>made prior to his appointment to the Management Board and is<br>therefore not subject to the aforementioned personal invest-ment. Information on the aforementioned personal invest-ments made by the former members of the Management Board<br>Dr. Olaf Schermeier, Mr. Kent Wanzek and Mr. Harry de Wit can<br>be found in table 4.35 at the end of this section.<br>The portion of the long-term incentive for which a member of the<br>Management Board will acquire shares in the Company from the<br>payout expected for 2023 under the MB LTIP 2019 (allocation in<br>2019) and the amounts to be awarded depend on the overall tar-get achievement under the MB LTIP 2019 and the stock market<br>price of the Company’s shares to be determined in accordance<br>with the MB LTIP 2019. Accordingly, the specific amounts to be<br>invested from the amounts received may only be determined in<br>2023. The members of the Management Board are intended to<br>acquire the shares in the Company after the amounts to be<br>invested have been determined. The investment of the amounts<br>received under the MB LTIP 2020 in shares in the Company as<br>provided for under the MB LTIP 2020 remains unaffected.<br>Already in 2019 and 2021, the supervisory board of the General<br>Partner had further decided that the Management Board mem-bers then in office – with their consent – would acquire shares<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 29 |
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| T 4.33 COMPENSATION OF THE CURRENT MEMBERS OF THE MANAGEMENT BOARD OR MEMBERS IN OFFICE UNTIL THE END OF THE FISCAL YEAR (CONTINUATION SEE NEXT PAGE)<br>IN € THOUS<br>Helen Giza<br>Chair and Chief Executive Officer<br>as well as acting Chief Financial Officer<br>Member of the Management Board since November 1, 2019<br>Franklin W. Maddux, MD<br>Global Chief Medical Officer<br>Member of the Management Board since January 1, 2020<br>Dr. Katarzyna Mazur-Hofsäß<br>Chief Executive Officer for Care Enablement<br>Member of the Management Board since September 1, 2018<br>2022 2021 1 2022 2021 1 2022 2021 1<br>Absolute Ratio Absolute Ratio Absolute Ratio Absolute Ratio Absolute Ratio Absolute Ratio<br>Base salary 1,3852 855 921 778 1,0646 920<br>Fringe benefits 42 2143 174 162 57 60<br>TOTAL NON-PERFORMANCE-BASED<br>COMPENSATION 1,427 72% 1,069 60% 1,095 65 % 940 47% 1,121 59 % 980 52%<br>Short-term incentive 542 28% 712 40% 360 21% 648 33% 416 22% 892 48%<br>Long-term incentive — — — — 228 14% 398 20% 366 19% — —<br>Allocation 2017 (Share Based Award) — — —<br>Allocation 2018 (Share Based Award) — — 112<br>Allocation 2017 (LTIP 2016) — 3984 —<br>Allocation 2018 (LTIP 2016) — 2284 254<br>TOTAL VARIABLE COMPENSATION 542 712 588 1,046 782 892<br>TOTAL COMPENSATION ACCORDING TO<br>SEC. 162 PARA. 1 SENT. 2 NO. 1 AKTG 1,969 1,781 1,683 1,986 1,903 1,872<br>Pension expense 1,2455 961 5 808 2,4987<br>TOTAL COMPENSATION INCLUDING<br>PENSION EXPENSE 3,214 1,781 2,644 1,986 2,711 4,370<br>1<br> Please note for purposes of comparison between the amounts indicated and those of the Fiscal Year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Ms. Helen Giza (until May 15, 2022) and Dr. Katarzyna Mazur-Hofsäß)<br>or U.S. dollar (Ms. Helen Giza (since May 16, 2022) as well as Messrs. Franklin W. Maddux, MD, Rice Powell and William Valle). The plan terms of the Share Based Award entitle to payments in euro. In principle, the translation of U.S. dollar amounts was done at the average exchange rates for the applicable<br>calendar year. For the long-term incentive the translation of U.S. dollar amounts was done at the closing rates of the vesting date. The value of the euro against the U.S. dollar was considerably lower in the Fiscal Year than in the year 2021.<br>2<br> The base salary of Ms. Helen Giza was increased in the Fiscal Year with a view to her additional responsibilities (Chair of the Management Board (since December 6, 2022), previously Deputy Chair (since May 16, 2022) and tasks (Chief Transformation Officer).<br>3 The fringe benefits of Ms. Helen Giza include a payment of €200 THOUS for the year 2021, which Ms. Helen Giza received in connection with her appointment to the Management Board.<br>4 The award shown for Mr. Franklin W. Maddux, MD, was made based on an allocation prior to his appointment as a member of the Management Board. The LTIP 2016 applied equally to members of the Management Board and to plan participants who were not members of the Management Board.<br>5 The pension commitment was made in the year 2022. The pension expense set out herein includes the past service cost which refers to the service period rendered since the appointment as a member of the Management Board.<br>6 Dr. Katarzyna Mazur-Hofsäß was Chief Executive Officer for Europe, Middle East and Africa (EMEA) until December 31, 2021. The base salary was increased in the Fiscal Year with a view to her new responsibilities as Chief Executive Officer for Care Enablement.<br>7<br> The pension commitment was made in the year 2021. The pension expense set out herein includes the past service cost which refers to the service period rendered since the appointment as a member of the Management Board.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 30 |
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| COMPENSATION OF THE CURRENT MEMBERS OF THE MANAGEMENT BOARD OR MEMBERS IN OFFICE UNTIL THE END OF THE FISCAL YEAR (CONTINUATION OF THE PREVIOUS PAGE)<br>IN € THOUS<br>Rice Powell<br>Member of the Management Board (until September 30, 2022<br>also Chair and Chief Executive Officer)<br>Member of the Management Board since December 21, 20058<br>William Valle<br>Chief Executive Officer for Care Delivery<br>Member of the Management Board since February 17, 2017<br>2022 2021 1 2022 2021 1<br>Absolute Ratio Absolute Ratio Absolute Ratio Absolute Ratio<br>Base salary 2013 1,708 1,567 9 1,319<br>Fringe benefits 215 315 284 242<br>TOTAL NON-PERFORMANCE-BASED<br>COMPENSATION 2,228 48% 2,023 37% 1,851 54% 1,561 42%<br>Short-term incentive 788 17% 1,422 26% 613 18% 1,017 27%<br>Long-term incentive 1,642 35% 1,979 36% 993 29% 1,131 30%<br>Allocation 2017 (Share Based Award) 677 480<br>Allocation 2018 (Share Based Award) 905 624<br>Allocation 2017 (LTIP 2016) 1,302 651<br>Allocation 2018 (LTIP 2016) 737 369<br>TOTAL VARIABLE COMPENSATION 2,430 3,401 1,606 2,148<br>TOTAL COMPENSATION ACCORDING<br>TO SEC. 162 PARA. 1 SENT. 2 NO. 1 AKTG 4,658 5,424 3,457 3,709<br>Pension expense 1,469 1,348<br>TOTAL COMPENSATION<br>INCLUDING PENSION EXPENSE 4,658 5,424 4,926 5,057<br>1<br> Please note for purposes of comparison between the amounts indicated and those of the Fiscal Year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Ms. Helen Giza (until May 15, 2022) and Dr. Katarzyna Mazur-Hofsäß)<br>or U.S. dollar (Ms. Helen Giza (since May 16, 2022) as well as Messrs. Franklin W. Maddux, MD, Rice Powell and William Valle). The plan terms of the Share Based Award entitle to payments in euro. In principle, the translation of U.S. dollar amounts was done at the average exchange rates for the applicable<br>calendar year. For the long-term incentive the translation of U.S. dollar amounts was done at the closing rates of the vesting date. The value of the euro against the U.S. dollar was considerably lower in the Fiscal Year than in the year 2021.<br>8 The pension commitment was made in the year 2021. The pension expense set out herein includes the past service cost which refers to the service period rendered since the appointment as a member of the Management Board. 9 Mr. William Valle was Chief Executive Officer for North America (NA) until December 31, 2021. The base salary was increased in the Fiscal Year with a view to his new responsibilities as Chief Executive Officer for Care Delivery.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 31 |
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| in the Company on the stock exchange for a portion of their<br>short-term incentive for 2018 and 2020, respectively, in order<br>to adequately reflect the business development in those years.<br>The shares so acquired may not be sold by the relevant Man-agement Board member until the expiration of three years<br>from the date of acquisition.<br>The number of shares (including American Depositary Shares<br>(ADSs)) acquired by the current or former members of the<br>Management Board in the course of the aforementioned per-sonal investments are shown in table 4.35, with two ADSs<br>representing one share. Reportable disposals of shares after<br>the end of the respective holding period are published on<br>www.eqs-news.com in the section “Directors’ Dealings”.<br>Other benefits and commitments<br>The following information concern benefits and commitments<br>to members of the Management Board within the meaning of<br>section 162 para. 2 AktG and related disclosures.<br>Benefits from third parties<br>Unless otherwise stated in this Compensation Report, no benefits<br>were awarded or promised to the members of the Management<br>Board by a third party in the Fiscal Year with regard to their activ-ities as members of the Management Board, and compensation<br>awarded to members of the Management Board for management<br>activities or supervisory board mandates in companies of the<br>Company’s group is offset against the compensation of the<br>respective member of the Management Board. If the supervisory<br>board of the General Partner resolves that compensation awarded<br>to members of the Management Board for supervisory board<br>activities outside the Company’s group shall be deducted in full or<br>in part from the compensation of the respective member of the<br>Management Board, this will be made transparent accordingly.<br>Pension commitments<br>The General Partner made the following pension commitments<br>to the current Management Board members or members in<br>office during the Fiscal Year.<br>Defined benefit pension commitments<br>The Management Board members Dr. Katarzyna Mazur-Hofsäß,<br>Rice Powell and William Valle, each of whom were appointed to<br>the Management Board before January 1, 2019, were each<br>made an individual, performance-based (i.e., defined benefit)<br>contractual pension commitment.<br>The defined benefit pension commitments each provide for a<br>retirement pension and survivor benefits (Hinterbliebenenver-sorgung) as of the time of conclusively ending active work (at<br>age 65 at the earliest) or upon occurrence of disability or inca-pacity to work (Berufs- oder Erwerbsunfähigkeit) or of a full or<br>partial reduction in earning capacity (Erwerbsminderung), cal-culated by reference to the amount of the recipient’s most<br>recent base salary. Management Board members who have<br>been members of the Management Board for at least ten years<br>at the time of conclusively ending active work have this entitle-ment after having reached the age of 63 (early retirement); in<br>this case, the benefits are reduced by 0.5% for each calendar<br>month that the Management Board member retires from active<br>work before reaching the age of 65.<br>The retirement pension is based on 30% of the last base salary<br>(for the Management Board members Dr. Katarzyna Mazur-Hofsäß and Rice Powell) or the 5-year average of the last base<br>salaries (for the Management Board member William Valle) and<br>will increase for each complete year of service by 1.5 percentage<br>points up to a maximum of 45%. Current retirement pensions<br>increase according to statutory requirements (section 16 of the<br>German Act for the Improvement of Company Pension Plans<br>(BetrAVG)). As a general rule, 30% of the gross amount of any<br>post-retirement income from an activity of the Management<br>Board member is to be offset against the pension. If a Manage-ment Board member dies, the surviving spouse receives a pen-sion amounting to 60% of the pension claim applicable at that<br>time. Furthermore, the deceased Management Board member’s<br>natural legitimate children (leibliche eheliche Kinder) receive an<br>orphan’s pension amounting to 20% of the pension claim appli-cable at that time until they complete their education, but no<br>T 4.34 DEVELOPMENT AND STATUS OF PENSION COMMITMENTS<br>IN € THOUS<br>January 1, 2022 Change 1 December 31, 2022 2<br>Dr. Katarzyna Mazur-Hofsäß 2,498 (510) 1,988<br>Rice Powell 3 15,420 (1,849) 13,571<br>William Valle 5,964 (539) 5,425<br>TOTAL 23,882 (2,898) 20,984<br>1 The decrease in the Fiscal Year was mainly attributable to adjustments to the discount rate.<br>2 The pension commitment of Messrs. Rice Powell and William Valle is denominated in U.S. dollar. For the calculation of the pension provisions an exchange rate of €0,95 /$1 was applied.<br>3<br> The amounts shown for Mr. Rice Powell include vested benefits from his participation in employee pension plans of Fresenius Medical Care North America, which provide for payment of a retirement pen-sion after having reached the age of 65 and the payment of reduced benefits after having reached the age of 55. In March 2002, the claims under the pension plans were frozen at the level then applicable.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 32 |
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| T 4.35 INFORMATION ON THE PERSONAL INVESTMENT FROM THE VARIABLE COMPENSATION<br>Underlying compensation component<br>Date of the<br>personal investment End of the holding period<br>Type of the<br>equity instruments<br>Number of purchased<br>equity instruments<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Helen Giza Short-Term Incentive for the year 2020 February 24, 2021 February 24, 2024 ADSs 8,700<br>Franklin W. Maddux, MD Short-Term Incentive for the year 2020 February 25, 2021 February 25, 2024 ADSs 8,000<br>Dr. Katarzyna Mazur-Hofsäß<br>Short-Term Incentive for the year 2018 March 8, 2018 March 8, 2022 Shares 1,205<br>Short-Term Incentive for the year 2020 February 25, 2021 February 25, 2024 Shares 3,295<br>Rice Powell<br>Short-Term Incentive for the year 2018<br>March 7, 2019 March 7, 2022 ADSs 6,000<br>March 8, 2019 March 8, 2022 ADSs 6,000<br>March 11, 2019 March 11, 2022 ADSs 4,560<br>Short-Term Incentive for the year 2020 March 12, 2021 March 12, 2024 ADSs 16,415<br>Allocation 2018 under the LTIP 2016 December 2, 2022 December 2, 2025 ADSs 6,569<br>William Valle<br>Short-Term Incentive for the year 2018 March 5, 2019 March 5, 2022 Shares 4,000<br>Short-Term Incentive for the year 2020 March 22, 2021 March 22, 2024 ADSs 8,850<br>Allocation 2018 under the LTIP 2016 December 14, 2022 December 14, 2025 ADSs 3,295<br>Former members of the Management Board<br>Michael Brosnan Short-Term Incentive for the year 2018 March 4, 2019 March 4, 2022 ADSs 8,350<br>Dr. Olaf Schermeier<br>Short-Term Incentive for the year 2018 February 26, 2019 February 26, 2022 Shares 3,550<br>Short-Term Incentive for the year 2020 February 24, 2021 February 24, 2024 Shares 3,730<br>Allocation 2018 under the LTIP 2016 December 5, 2022 December 5, 2025 Shares 1,630<br>Kent Wanzek<br>Short-Term Incentive for the year 2018<br>February 27, 2019 February 27, 2022 Shares 3,855<br>March 1, 2019 March 1, 2022 Shares 509<br>Short-Term Incentive for the year 2020 February 25, 2021 February 25, 2024 ADSs 7,639<br>Allocation 2018 under the LTIP 2016 December 1, 2022 December 1, 2025 ADSs 3,397<br>Harry de Wit<br>Short-Term Incentive for the year 2018 February 27, 2019 February 27, 2022 Shares 2,425<br>Short-Term Incentive for the year 2020 February 24, 2021 February 24, 2024 Shares 2,650<br>Allocation 2018 under the LTIP 2016 December 1, 2022 December 1, 2025 Shares 1,630<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 33 |
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| longer than they reach 25 years of age. However, all orphan’s<br>pensions and the surviving spouse’s pension, taken together,<br>must not exceed 90% of the Management Board member’s pen-sion claim. If a Management Board member leaves the Manage-ment Board before reaching the age of 65, the rights to the<br>aforementioned benefits survive, however the pension to be<br>paid is reduced – unless the Management Board member ceases<br>to hold office because a covered event occurs (disability or inca-pacity to work, payment of a survivor’s pension in case of death<br>or, if applicable, early retirement) – in proportion to the ratio of<br>the actual years of service as a Management Board member to<br>the potential years of service until reaching the age of 65.<br>The development and status of the pension commitments pur-suant to IAS 19 are shown in table 4.34.<br>Defined contribution pension commitments<br>The Management Board members Helen Giza and Franklin W.<br>Maddux, MD, each of whom were appointed to the Management<br>Board after January 1, 2019, were each made a pension com-mitment within the framework of a defined contribution plan.<br>The corresponding pension commitment that had been made<br>to Dr. Carla Kriwet in the Fiscal Year forfeited as a result of her<br>departure from the Management Board.<br>The pension commitments to Helen Giza and Franklin W. Maddux,<br>MD, each were made upon the prolongation of their respective<br>service agreement. During the first three years from the grant-ing of the pension commitment, there is generally a waiting<br>period for the granting of benefits. Under the defined contribu-tion plan, an annual insurance contribution amounting to 40% of<br>the base salary is paid for the respective Management Board<br>member retrospectively for the period from the appointment as<br>a member of the Management Board, which determines the<br>future benefit amount. After reaching the relevant retirement<br>age under the defined contribution plan, payments can be made<br>either as a one-off payment or optionally in ten annual install-ments. An annuity payment is not provided. The defined contri-bution plan provides for survivors’ benefits (Hinterbliebenenver-sorgung) and benefits after the occurrence of a full or partial<br>reduction in earning capacity (Erwerbsminderung). The imple-mentation of the defined contribution plan is carried out in the<br>form of external financing as a defined contribution plan with a<br>reinsurance policy. The risks of death and occupational disability<br>are covered already upon granting of the pension commitment.<br>The insurance contributions in the Fiscal Year and the present<br>value as of December 31 of the Fiscal Year are as follows:<br>T 4.36 DEFINED CONTRIBUTION PENSION COMMITMENTS<br>IN € THOUS<br>Insurance<br>contribution 2022<br>Present value as of<br>December 31, 2022<br>Helen Giza 1,245 1,180<br>Franklin W. Maddux, MD 961 932<br>TOTAL 2,206 2,112<br>U.S.-based 401(k) Savings Plan<br>Based on individual contractual commitments, the Management<br>Board members Helen Giza, Franklin W. Maddux, MD, Rice Powell<br>and William Valle additionally participated in the U.S.-based<br>401(k) Savings Plan in the Fiscal Year; in this context, an amount<br>of $9,150 (€8,689) (2021: $8,700 (€7,356)) vested in the Fiscal<br>Year in each case. This plan generally allows employees in the<br>U.S. to invest a limited portion of their gross salaries in retire-ment pension programs. The company supports its employees<br>at this with benefits of up to 50% of the annual payments.<br>Post-employment non-competition covenant<br>A post-employment non-competition covenant was agreed with<br>each member of the Management Board. If such covenant<br>becomes applicable, the member of the Management Board will<br>receive, for a period of up to two years, non-compete compensa-tion in principle amounting to half of the respective annual base<br>salary for each year the non-competition covenant is applied.<br>Change of control<br>The service agreements of the Management Board members con-tain no express provisions for the event of a change of control.<br>Severance payment cap<br>The service agreements concluded with the Management<br>Board members provide for a severance payment cap. Under<br>this cap, payments in connection with the early termination of<br>a Management Board activity may not exceed the value of two<br>years’ compensation and may not compensate for more than<br>the remaining term of the service agreement. To calculate the<br>relevant annual compensation, only the fixed compensation<br>components are applied. If the General Partner has terminated<br>the service agreement for good cause or would be entitled to<br>do so, no severance payments will be made.<br>Continued compensation in cases of sickness<br>All Management Board members have received individual con-tractual commitments to obtain continued compensation in<br>cases of sickness for a maximum of twelve months; after six<br>months of sick leave, insurance benefits may be offset against<br>such payments. If a Management Board member dies, the sur-viving dependents will be paid three more monthly installments<br>after the month of death, not to exceed, however, the amount<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 34 |
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| due between the time of death and the scheduled expiration of<br>the relevant service agreement.<br>Agreements with members of the Management<br>Board who resigned from office during<br>or at the end of the Fiscal Year<br>Dr. Carla Kriwet was a member and Chair of the Management<br>Board from October 1, 2022 to December 5, 2022. The supervi-sory board of the General Partner has agreed with Dr. Carla<br>Kriwet with a view to her departure from the Management<br>Board that her service agreement ended with the expiry of the<br>Fiscal Year. Dr. Kriwet was entitled to payment of her base sal-ary until this date. In addition, Dr. Kriwet is entitled to short-term variable compensation for the Fiscal Year in accordance<br>with the relevant plan conditions and the targets agreed upon<br>therein. The entitlement to payments of up to €1,300 THOUS<br>for forfeited compensation benefits from a previous service<br>relationship agreed with Dr. Kriwet on conclusion of her service<br>agreement remains unaffected; corresponding payments can<br>become due in March 2024 and in March 2025. Dr. Kriwet has<br>no entitlement to the long-term variable compensation allo-cated to her in the Fiscal Year and no entitlement to pension<br>payments. It was agreed with Dr. Carla Kriwet that she is enti-tled to a severance payment in the amount of an annual base<br>salary of €1,800 THOUS. A post-contractual non-competition<br>clause was agreed with Dr. Kriwet for the period from Decem-ber 6, 2022 to December 5, 2024. The compensation that<br>Dr. Kriwet receives for the two-year post-employment non-com-petition covenant amounts to €1,800 THOUS. Dr. Kriwet is enti-tled to use of her company car for the period until December 5,<br>2024. Furthermore, it was agreed with Dr. Kriwet that she will<br>be reimbursed for the costs of legal advice she retained in con-nection with her departure from the Management Board.<br>Mr. Rice Powell was a member of the Management Board until<br>the end of the Fiscal Year. The supervisory board of the General<br>Partner has agreed with Mr. Rice Powell with a view to his retire-ment from the Management Board that the short-term and<br>long-term variable compensation components allocated to him<br>until the end of the Fiscal Year are exercisable and payable in<br>accordance with the respective plan conditions and the targets<br>and due dates agreed upon therein. Beginning January 1, 2023,<br>Mr. Powell is entitled to a retirement pension in accordance with<br>the pension commitment described above. A post-employment<br>non-competition covenant was agreed with Mr. Rice Powell for<br>the period from January 1, 2023 to December 31, 2023. The<br>compensation that Mr. Powell receives for the one-year post-em-ployment non-competition covenant amounts to $1,060 THOUS<br>(€994 THOUS) and is to be offset against his retirement pen-sion. The supervisory board of the General Partner has agreed<br>with Mr. Powell that he will be available as a consultant to the<br>Management Board for the period from January 1, 2023 to<br>December 31, 2023 and will receive a consulting fee for this in<br>the amount of up to $25 THOUS (€23 THOUS) per month and, if<br>necessary, reimbursement of reasonable expenses.<br>Further information<br>Compensation of the U.S. members of the Management Board<br>Helen Giza, Franklin W. Maddux, MD, Rice Powell and William<br>Valle, was partly paid in the U.S. (in U.S. dollar) and partly in<br>Germany (in euro). With respect to the amount paid in Ger-many, it was agreed with the aforementioned Management<br>Board members that due to varying tax rates in both countries,<br>the increased or lower tax burden to such members of the Man-agement Board arising from German tax rates in comparison to<br>U.S. tax rates will be balanced or will be paid back by them (net<br>compensation). Pursuant to a modified net compensation<br>agreement, these Management Board members will be treated<br>as if they were taxed in the United States only. Therefore, the<br>gross amounts may be retroactively changed. Since the actual<br>tax burden can be calculated only in connection with the prepa-ration of the Management Board members’ tax returns, subse-quent adjustments may have to be made, which will then be<br>retroactively covered in future Compensation Reports.<br>To the extent permitted by law, the General Partner undertook<br>to indemnify the Management Board members from claims<br>asserted against them arising out of their work for the Com-pany and its affiliates, to the extent such claims exceed their<br>liability under German law. To secure such obligations, a Direc-tors & Officers liability insurance is in place having a deductible<br>that corresponds to the specifications under German stock cor-poration law.<br>In accordance with applicable legal requirements, no loans or<br>advance payments on future compensation components were<br>awarded to members of the Management Board in the Fiscal Year.<br>FORMER MANAGEMENT BOARD<br>MEMBERS’ COMPENSATION<br>Dr. Carla Kriwet was a member of the Management Board until<br>December 5, 2022. In the Fiscal Year, Dr. Kriwet was awarded<br>payments on her base salary of €450 THOUS for the period<br>from October 1, 2022 to December 31, 2022, as well as a sever-ance payment amounting to an annual base salary of<br> €1,800 THOUS. For her willingness to take up her post early<br>on October 1, 2022 rather than on January 1, 2023, Dr. Kriwet<br>received an inaugural bonus of €100 THOUS. In addition, Dr.<br>Kriwet received a payment of €600 THOUS for forfeited com-pensation benefits from a previous service relationship. In<br>accordance with the applicable plan conditions, Dr. Kriwet was<br>awarded short-term variable compensation for the Fiscal Year<br>in the amount of €176 THOUS. Dr. Kriwet also was awarded<br>fringe benefits in the form of the use of a company car and<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 35 |
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| the reimbursement of the costs for legal advice she retained<br>in connection with her departure from the Management Board<br>as well as contributions to accident, long-term care and health<br>insurances in the amount of €47 THOUS in the Fiscal Year.<br>The total compensation of €3,173 THOUS (2021: €0 THOUS)<br>awarded to Dr. Kriwet in the Fiscal Year consists of 94% fixed<br>compensation components and 6% short-term variable com-pensation components.<br>Dr. Olaf Schermeier was a member of the Management Board<br>until December 31, 2021. In the Fiscal Year, Dr. Schermeier was<br>awarded long-term variable compensation in the amount of<br> €625 THOUS (2021: €969 THOUS). Dr. Schermeier also received<br>fringe benefits in the form of the reimbursement of the costs<br>for legal advice he retained in connection with his resignation<br>from the Management Board in the amount of €19 THOUS in<br>the Fiscal Year (2021: €88 THOUS in relation to the total fringe<br>benefits received as a Management Board member in office at<br>the time). The total compensation of €644 THOUS (2021:<br> €2,860 THOUS) awarded to Dr. Schermeier in the Fiscal Year is<br>composed of 3% fixed compensation components and 97%<br>long-term variable compensation components.<br>Mr. Kent Wanzek was a member of the Management Board until<br>December 31, 2021. In the Fiscal Year, Mr. Wanzek was awarded<br>long-term variable compensation in the amount of €720 THOUS<br>(2021: €947 THOUS). In the Fiscal Year, Mr. Wanzek also received<br>fringe benefits in the form of equalization payments with<br>regard to the tax burden resulting from different tax rates in<br>Germany and the U.S. (net compensation) in the amount of<br> €20 THOUS (2021: €68 THOUS, or respectively, in relation to<br>the total fringe benefits received as a Management Board<br>member in office at the time, €158 THOUS). The total compen-sation of €740 THOUS (2021: €3,024 THOUS) awarded to<br>Mr. Wanzek in the Fiscal Year is composed of 3% fixed compen-sation components and 97% long-term variable compensation<br>components.<br>Mr. Harry de Wit was a member of the Management Board until<br>December 31, 2021. In the Fiscal Year, Mr. de Wit was awarded<br>long-term variable compensation in the amount of €619 THOUS<br>(2021: €944 THOUS). In the Fiscal Year, Mr. de Wit also received<br>fringe benefits in the form of premiums for life insurance poli-cies in the amount of €18 THOUS (2021: €18 THOUS, or respec-tively, in relation to the total fringe benefits received as a Man-agement Board member in office at the time, €331 THOUS). The<br>total compensation of €637 THOUS (2021: €3,362 THOUS)<br>awarded to Mr. de Wit in the Fiscal Year is composed of 3%<br>fixed compensation components and 97% long-term variable<br>compensation components.<br>Mr. Michael Brosnan was a member of the Management Board<br>until October 31, 2019. In the Fiscal Year, Mr. Brosnan was awarded<br>long-term variable compensation in the amount of €369 THOUS<br>(2021: €651 THOUS). In the Fiscal Year, Mr. Brosnan also received<br>fringe benefits in the form of equalization payments with regard<br>to the tax burden resulting from different tax rates in Germany<br>and the U.S. (net compensation) in the amount of €13 THOUS<br>(2021: €0 THOUS). The total compensation of €382 THOUS<br>(2021: €651 THOUS) awarded to Mr. Brosnan in the Fiscal Year is<br>composed of 3% fixed compensation components and 97%<br>long-term variable compensation components.<br>Mr. Roberto Fusté was a member of the Management Board until<br>March 31, 2016. In the Fiscal Year, Mr. Fusté received pension pay-ments in the amount of €293 THOUS (2021: €274 THOUS). The<br>total compensation of €293 THOUS (2021: €274 THOUS) granted<br>to Mr. Fusté in the Fiscal Year is composed of 100% fixed com-pensation components.<br>Prof. Emanuele Gatti was a member of the Management Board<br>until March 31, 2014. In the Fiscal Year, Prof. Gatti received pen-sion payments in the amount of €378 THOUS (2021: €355 THOUS).<br>The total compensation of €378 THOUS (2021: €355 THOUS)<br>granted to Prof. Gatti in the Fiscal Year is composed of 100%<br>fixed compensation components.<br>Dr. Rainer Runte was a member of the Management Board until<br>March 31, 2014. In the Fiscal Year, Dr. Runte received pension<br>payments in the amount of €12 THOUS (2021: €0 THOUS). The<br>total compensation of €12 THOUS (2021: €0 THOUS) granted to<br>Dr. Runte in the Fiscal Year is composed of 100% fixed compen-sation components.<br>Members of the Management Board who ceased to hold office<br>prior to the end of 2012 in total received pension payments of<br> €5 THOUS (2021: €0 THOUS) in the Fiscal Year.<br>For an explanation as to how the compensation components cor-respond to the relevant compensation system, as to how com-pensation promotes the long-term development of the Com-pany, as to how the performance criteria were applied as and as<br>to how the compensation “awarded” in the Fiscal Year is defined,<br>please refer to the respective aforementioned statements<br>regarding the compensation for the current Management Board<br>members or members in office until the end of the Fiscal Year. To<br>the extent the aforementioned former members of the Manage-ment Board were awarded long-term variable compensation in<br>the Fiscal Year, this is based on the Allocation 2018 under the<br>LTIP 2016 or under the Share Based Award, respectively.<br>COMPENSATION OF THE<br>MEMBERS OF THE<br>SUPERVISORY BOARD<br>The supervisory board advises and monitors the management<br>and is involved in the strategy and planning and in all matters of<br>fundamental importance to the Company. In view of these tasks<br>which carry a high degree of responsibility, the members of the<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 36 |
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| supervisory board are intended to receive appropriate compen-sation, which also takes sufficient account of the time required<br>to hold the supervisory board office. In addition, supervisory<br>board compensation that is appropriate also with respect to the<br>market environment ensures that the Company will continue to<br>have qualified candidates for the supervisory board in the<br>future. Thus, appropriate compensation of the supervisory<br>board members contributes to the promotion of the business<br>strategy and the long-term development of the Company.<br>The Annual General Meeting of the Company on August 27,<br>2020 approved both the compensation for the Supervisory<br>Board applicable at that time and the compensation applicable<br>since January 1, 2021 by a majority of more than 98% of the<br>votes cast. The resolution of the Company’s general meeting on<br>the Supervisory Board members’ compensation can be found<br>on the Company’s website at www.freseniusmedicalcare.com/<br>en/about-us/supervisory-board/remuneration.<br>The compensation of the members of the Supervisory Board<br>and the General Partner’s supervisory board is governed by<br>Article 13 of the Company’s and the General Partner’s respec-tive Articles of Association, which are largely identical. This<br>ensures that compensation of the Supervisory Board members<br>on the one hand and the General Partner’s supervisory board<br>members on the other hand are aligned with each other. Unless<br>otherwise indicated, the following statements therefore refer<br>to compensation of both the Supervisory Board members and<br>the General Partner’s supervisory board members.<br>The members of the Supervisory Board receive compensation<br>from the Company and the members of the General Partner’s<br>supervisory board from the General Partner. The compensation<br>paid to the members of the General Partner’s supervisory<br>board and to the members of its committees is charged to the<br>Company in accordance with Article 7 para. 3 of the Company’s<br>Articles of Association.<br>Compensation as provided for in Article 13<br>of the Articles of Association<br>According to Article 13 of the respective Articles of Association,<br>the members of the supervisory board receive fixed compensa-tion, fringe benefits (comprising the reimbursement of<br>expenses and insurance coverage) and, if they serve in commit-tees of the supervisory board, compensation for these commit-tee activities. If a fiscal year does not comprise a full calendar<br>year, the compensation related to a full fiscal year is to be paid<br>pro rata temporis.<br>In the Fiscal Year, the members of the supervisory board<br>received compensation on the basis of and in accordance with<br>Article 13 of the respective Articles of Association in the ver-sion applicable in the Fiscal Year as follows:<br>Activities on the supervisory board<br>Each supervisory board member received fixed compensation<br>of $160 THOUS (2021: $160 THOUS) for the full Fiscal Year, pay-able in four equal installments at the end of a calendar quarter.<br>The chair of the supervisory board received additional compen-sation of $160 THOUS (2021: $160 THOUS) and the vice chair<br>received additional compensation of $80 THOUS (2021:<br>$80 THOUS), in each case for the full Fiscal Year.<br>Activities in committees<br>As a member of a committee, a supervisory board member<br>additionally received $40 THOUS (2021: $40 THOUS) for the<br>full Fiscal Year. A member of a committee who served as chair<br>or vice chair of a committee additionally received $40 THOUS<br>and $20 THOUS for the full Fiscal Year, respectively (2021:<br>$40 THOUS and $20 THOUS, respectively), payable in identical<br>installments at the end of a calendar quarter. No separate com-pensation was awarded to supervisory board members who<br>were members of the Joint Committee of the Company or per-formed the functions of chairs and vice chairs. In accordance<br>with Article 13e para. 3 of the Articles of Association of the<br>Company, the members of the Joint Committee are, however,<br>entitled to receive an attendance fee in the amount of<br>$3.5 THOUS.<br>Deduction and offset clauses<br>To the extent a member of the Supervisory Board at the same<br>time is a member of the General Partner’s supervisory board<br>and receives compensation for these activities, such compen-sation will be reduced by half. The same applies to the addi-tional compensation paid to the chair and the vice chair of the<br>supervisory board if a person performs this function on the<br>Supervisory Board and the General Partner’s supervisory<br>board at the same time. If the vice chair of the Supervisory<br>Board or the General Partner’s supervisory board at the same<br>time is the chair of the General Partner’s supervisory board or<br>the Supervisory Board, that person will not receive additional<br>compensation for the activity as vice chair. If a member of a<br>committee of the Supervisory Board at the same time is a<br>member of a committee of the General Partner’s supervisory<br>board and receives compensation for these activities, these<br>compensation payments will be offset against each other in the<br>corresponding amount, provided that the committees have the<br>same type of functions and competences.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 37 |
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| T 4.37 COMPENSATION AWARDED OR DUE OF THE CURRENT OR FORMER MEMBERS OF THE SUPERVISORY BOARD 1<br>IN € THOUS<br>Compensation for<br>supervisory board activities<br>for the General Partner<br>Compensation for supervisory<br>board activities for the Company<br>Compensation for committee<br>services for the General Partner<br>Compensation for committee<br>services for the Company<br>Overall compensation<br>awarded or due<br>2022 2021 2022 2021 2022 2021 2022 2021 2022 2021<br>Current members of the supervisory board<br>Dr. Dieter Schenk 76 71 228 212 76 78 57 46 437 407<br>Michael Sen2 76 — — — 38 — — — 114 —<br>Rolf A. Classon 76 71 152 141 38 56 133 130 399 398<br>Sara Hennicken3 50 — — — — — — — 50 —<br>Gregory Sorensen, MD4 76 43 76 43 — — — — 152 86<br>Dr. Dorothea Wenzel5 — — 152 141 — — 76 43 228 184<br>Pascale Witz6 76 43 76 98 — — 57 46 209 187<br>Prof. Dr. Gregor Zünd7 — — 152 141 — — — — 152 141<br>Former members of the supervisory board<br>Rachel Empey8 102 141 — — — — — — 102 141<br>Stephan Sturm9 228 283 — — 114 141 — — 342 424<br>TOTAL 760 652 836 776 266 275 323 265 2,185 1,968<br>1 Shown without value added tax and without withholding tax; translation of U.S. dollar amounts at average exchange rates for the applicable calendar year.<br>2 Member and Chair of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner.<br>3 Member of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner.<br>4 Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Mr. Gregory Sorensen, MD, was appointed as a member of the supervisory board of the General Partner and of the Company as of May 20, 2021 and, therefore, received compensation payments to be set out<br>herein as of this date.<br>5 Member of the supervisory board of the Company, but not a member of the supervisory board of the General Partner; compensation paid by the Company.<br>6 Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Ms. Pascale Witz was appointed as a member of the supervisory board of the General Partner as of May 20, 2021 and, therefore, received compensation payments to be set out herein as of this date.<br>7 Member of the supervisory board of the Company, but not a member of the supervisory board of the General Partner; compensation paid by the Company.<br>8 Former member of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner. Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Ms. Rachel Empey was a member of the<br>supervisory board of the General Partner only until August 31, 2022, and, therefore, received compensation payments for these activities to be set out herein only until this date.<br>9 Former member and Chair of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner. Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Mr. Stephan Sturm was a mem-ber and Chair of the supervisory board of the General Partner only until September 30, 2022, and, therefore, received compensation payments for these activities to be set out herein only until this date.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 38 |
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| Fringe benefits and insurance protection<br>Furthermore, members of the supervisory board are reim-bursed for the expenses incurred in the exercise of their office,<br>including the statutory value-added tax owed by them.<br>A Directors & Officers liability insurance in favor of the supervi-sory board members is in place, having a deductible corre-sponding to the specifications applying to management board<br>members under German stock corporation law.<br>No variable compensation<br>The compensation awarded and due to the supervisory board<br>members in the Fiscal Year exclusively comprises fixed com-pensation components.<br>Compensation awarded and due<br>in the Fiscal Year<br>The compensation awarded and due in the Fiscal Year to the<br>current or former members of the Supervisory Board and the<br>General Partner’s supervisory board, including the amount<br>charged by the General Partner to the Company, is shown in<br>table 4.37.<br>In the Fiscal Year, no compensation was awarded or due to<br>supervisory board members who ceased to hold office prior to<br>the beginning of the Fiscal Year.<br>COMPARATIVE PRESENTATION<br>OF THE DEVELOPMENT<br>OF THE COMPENSATION<br>The development of the compensation awarded and due to the<br>current or former members of the Management Board as well<br>as of the Supervisory Board and the General Partner’s supervi-sory board, the development of the Company’s earnings and<br>the development of the average compensation of employees<br>on a full-time equivalent (FTE) basis are shown comparatively<br>in table 4.38.<br>Key indicators for the performance<br>of the Company<br>For the purposes of a comparative presentation of the Compa-ny’s performance, in addition to the Company’s annual results<br>for the year under German commercial law, which shows the<br>Company’s earnings development, revenue and net income as<br>well as operating income and return on invested capital (ROIC)<br>are also used, each of which serve as key performance indica-tor of the group and as performance targets for the Manage-ment Board members’ variable compensation.<br>Information on the compensation<br>awarded and due<br>Since the compensation report for the 2021 fiscal year, the<br>compensation has been reported in accordance with the new<br>section 162 AktG introduced at the time. In order to obtain a<br>reasonable comparison between the individual years, the infor-mation contained in table 4.38 on the compensation of the<br>members of the Management Board and the respective super-visory board in 2018, 2019, 2020 and 2021, too, is reported in<br>accordance with the reporting logic applied in the compensa-tion tables in the section “Compensation tables for the current<br>Management Board members or members in office until the<br>end of the Fiscal Year”. The amounts disclosed for previous<br>years therefore differ in some cases from the corresponding<br>disclosures in the Compensation Reports for fiscal years 2018,<br>2019 and 2020.<br>Financial figures<br>The figures set out in the compensation comparison are dis-closed at current currency and in accordance with the account-ing standards applied by the Company in the relevant fiscal<br>year, while the figures relating to the Management Board mem-bers’ compensation are in principle determined at constant<br>currency.<br>As disclosed in the Compensation Reports for the relevant fis-cal years, the figures used for determining the level of target<br>achievement and for determining the Management Board<br>members’ compensation were and are, in some cases, adjusted<br>for certain effects, including, without limitation, effects result-ing from a change in the applicable accounting standards. For<br>instance, the Company implemented IFRS 15 in 2018 and<br>IFRS 16 in 2019. The initial application of each of these account-ing standards has a material impact on some of the figures<br>shown in the compensation comparison (revenue, net income,<br>operating income, ROIC), making it more difficult to compare<br>these figures for 2018 to those for 2019.<br>Consequently, there is only a limited degree of comparability<br>between the figures relating to each fiscal year shown in<br>table 4.38 and the corresponding amounts of the Management<br>Board members’ compensation and, in particular, between<br>these figures in terms of their respective annual change.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 39 |
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| T 4.38 COMPARATIVE PRESENTATION OF THE DEVELOPMENT OF THE COMPENSATION (CONTINUATION SEE NEXT PAGE)<br>IN € THOUS<br>2022 Change in % 2021 Change in % 2020 Change in % 2019 Change in % 2018<br>Revenue 19,398,017 10 17,618,685 (1) 17,859,063 2 17,476,555 6 16,546,873<br>Operating income 1,511,755 (18) 1,852,290 (20) 2,304,409 2 2,269,558 (25) 3,037,798<br>Net income 673,405 (31) 969,308 (17) 1,164,377 (3) 1,199,619 (39) 1,981,924<br>ROIC 3.3% (33) 4.9% (16) 5.8% (5) 6.1% (51) 12.4%<br>Annual result according to the statutory<br>financial statements of Fresenius Medical Care<br>AG & Co. KGaA (1,141,219) n. a. 1,737,017 n. a. (1,357,242) n. a. 676,709 n. a. (937,906)<br>Average employees' compensation 52.3 15 45.4 (2) 46.2 2 45.5 2 44.6<br>Current members of the Management Board or members in office until the end of the Fiscal Year<br>Helen Giza 1,969 11 1,781 (12) 2,014 185 707 n. a. —<br>Franklin W. Maddux, MD 1,683 (15) 1,986 (33) 2,949 n. a. — n. a. —<br>Dr. Katarzyna Mazur-Hofsäß 1,903 2 1,872 (6) 1,993 4 1,925 33 1,447<br>Rice Powell 4,658 (14) 5,424 (29) 7,642 88 4,060 (1) 4,082<br>William Valle 3,457 (7) 3,709 (16) 4,402 88 2,345 (8) 2,548<br>Former members of the Management Board<br>Michael Brosnan 382 (41) 651 (83) 3,813 (16) 4,561 107 2,207<br>Roberto Fusté 293 7 274 (87) 2,157 245 626 97 317<br>Prof. Emanuele Gatti 378 6 355 — 355 — 355 (51) 729<br>Dr. Carla Kriwet 3,173 n. a. — n. a. — n. a. — n. a. —<br>Dr. Rainer Runte 12 n. a. — n. a. — n. a. — n. a. —<br>Dr. Olaf Schermeier 644 (75) 2,578 (15) 3,042 42 2,136 14 1,868<br>Kent Wanzek 740 (71) 2,554 (30) 3,654 77 2,059 8 1,911<br>Harry de Wit 637 (77) 2,814 (13) 3,243 91 1,698 (3) 1,745<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 40 |
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| COMPARATIVE PRESENTATION OF THE DEVELOPMENT OF THE COMPENSATION (CONTINUATION OF THE PREVIOUS PAGE)<br>IN € THOUS<br>2022 Change in % 2021 Change in % 2020 Change in % 2019 Change in % 2018<br>Current members of the supervisory boards<br>Dr. Dieter Schenk 437 7 407 32 308 4 296 — 296<br>Michael Sen 114 n. a. — n. a. — n. a. — n. a. —<br>Rolf A. Classon 399 0 398 42 280 (2) 285 (7) 305<br>Sara Hennicken 50 n. a. — n. a. — n. a. — n. a. —<br>Gregory Sorensen, MD 152 77 86 n. a. — n. a. — n. a. —<br>Dr. Dorothea Wenzel 228 24 184 139 77 71 45 n. a. —<br>Pascale Witz 209 12 187 24 151 9 139 (3) 143<br>Prof. Dr. Gregor Zünd 152 8 141 83 77 (3) 79 216 25<br>Former members of the supervisory boards<br>Rachel Empey 102 (28) 141 83 77 (3) 79 (45) 143<br>Stephan Sturm 342 (19) 424 60 265 3 257 (9) 282<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 41 |
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| Compensation of the Management Board<br>In accordance with the respectively applicable plan terms, an<br>award in the meaning of this Compensation Report from the<br>long-term variable compensation to the members of the Man-agement Board is generally made no earlier than four (LTIP<br>2011, LTIP 2016 and MB LTIP 2019) or three (MB LTIP 2020,<br>Share Based Award) years after the respective allocation. As a<br>result, compensation awarded or due to Management Board<br>members is usually lower in the first years of their Manage-ment Board activity than in subsequent years.<br>Compensation of the supervisory boards<br>The variable compensation component previously in place for<br>the respective supervisory boards was eliminated with effect<br>from January 1, 2021 and, to compensate for this, the fixed<br>compensation of the members of the respective supervisory<br>boards was increased in view of the significant increase in the<br>scope of monitoring and advisory activities.<br>Compensation of the employees<br>Employee compensation is based on the average wages and<br>salaries of all employees on a full-time equivalent basis at<br>group companies worldwide in the respective fiscal year in<br>order to enable reporting that is consistent with the corre-sponding figures from reports for previous years as well as the<br>most comprehensive comparison possible over the entire com-parative period.<br>OUTLOOK FOR COMPENSATION-RELATED CHANGES<br>The company intends to complete the realignment of its oper-ating model under the FME25 program in 2023. Under the new<br>model, the Company will operate with a significantly simplified<br>structure of only two global segments in the future: Care<br>Enablement and Care Delivery. The already described, associ-ated elimination of Management Board functions with regional<br>responsibility will have the effect that in 2023, as was the case<br>in the Fiscal Year, the short-term incentive for the members of<br>the Management Board in accordance with the Compensation<br>System 2020+ will be measured exclusively on a global level<br>and no longer also in part on a regional level.<br>The non-financial performance target for the short-term incen-tive of the members of the Management Board described in the<br>section “Sustainability target” was initially set for the years<br>2020 to 2022. The supervisory board of the General Partner<br>has therefore set a new non-financial performance target for<br>2023, with an unchanged weighting of 20% for the short-term<br>incentive. Under the new sustainability target for the short-term incentive, there are three equally weighted sustainability<br>criteria: patient satisfaction, employee satisfaction, and the<br>sustainability assessment of the company’s products and ser-vices portfolio. The target achievement for the sustainability<br>target will be determined on the basis of third-party assurance.<br>The Supervisory Board will submit a fully revised compensation<br>system for approval at the Company’s 2024 Annual General<br>Meeting.<br>AUDITOR’S REPORT<br>To Fresenius Medical Care AG & Co. KGaA,<br>Hof an der Saale<br>We have audited the remuneration report of Fresenius Medical<br>Care AG & Co. KGaA, Hof an der Saale, for the financial year<br>from January 1 to December 31, 2022 including the related<br>disclosures, which was prepared to comply with §[Article] 162<br>AktG [Aktiengesetz: German Stock Corporation Act].<br>Responsibilities of the Executive Directors<br>and the Supervisory Board<br>The executive directors and the supervisory board of Fresenius<br>Medical Care AG & Co. KGaA are responsible for the prepara-tion of the remuneration report, including the related disclo-sures, that complies with the requirements of §162 AktG. The<br>executive directors and the supervisory board are also respon-sible for such internal control as they determine is necessary to<br>enable the preparation of a remuneration report, including the<br>related disclosures, that is free from material misstatement,<br>whether due to fraud or error.<br>Auditor’s Responsibilities<br>Our responsibility is to express an opinion on this remuneration<br>report, including the related disclosures, based on our audit.<br>We conducted our audit in accordance with German generally<br>accepted standards for the audit of financial statements pro-mulgated by the Institut der Wirtschaftsprüfer (Institute of<br>Public Auditors in Germany) (IDW). Those standards require<br>that we comply with ethical requirements and plan and per-form the audit to obtain reasonable assurance about whether<br>the remuneration report, including the related disclosures, is<br>free from material misstatement.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 42 |
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| An audit involves performing procedures to obtain audit evi-dence about the amounts including the related disclosures<br>stated in the remuneration report. The procedures selected<br>depend on the auditor’s judgment. This includes the assessment<br>of the risks of material misstatement of the remuneration report<br>including the related disclosures, whether due to fraud or error.<br>In making those risk assessments, the auditor considers inter-nal control relevant to the preparation of the remuneration<br>report including the related disclosures. The objective of this is<br>to plan and perform audit procedures that are appropriate in<br>the circumstances, but not for the purpose of expressing an<br>opinion on the effectiveness of the company’s internal control.<br>An audit also includes evaluating the appropriateness of<br>accounting policies used and the reasonableness of accounting<br>estimates made by the executive directors and the supervisory<br>board, as well as evaluating the overall presentation of remu-neration report including the related disclosures.<br>We believe that the audit evidence we have obtained is suffi-cient and appropriate to provide a basis for our audit opinion.<br>Audit Opinion<br>In our opinion, based on the findings of our audit, the remune-ration report for the financial year from January 1 to December<br>31, 2022, including the related disclosures, complies in all mate-rial respects with the accounting provisions of §162 AktG.<br>Reference to an Other Matter –<br>Formal Audit of the Remuneration Report<br>according to § 162 AktG<br>The audit of the content of the remuneration report described<br>in this auditor’s report includes the formal audit of the remu-neration report required by §162 Abs. [paragraph] 3 AktG,<br>including the issuance of a report on this audit. As we express<br>an unqualified audit opinion on the content of the remunera-tion report, this audit opinion includes that the information<br>required by §162 Abs. 1 and 2 AktG has been disclosed in all<br>material respects in the remuneration report.<br>PRICEWATERHOUSECOOPERS GMBH<br>Wirtschaftsprüfungsgesellschaft<br>(SGD. PETER KARTSCHER) (SGD. HOLGER LUTZ)<br>Wirtschaftsprüfer Wirtschaftsprüfer<br>(German Public Auditor) (German Public Auditor)<br>Restriction on use<br>We issue this auditor’s report on the basis of the engagement<br>agreed with Fresenius Medical Care AG & Co. KGaA. The audit<br>has been performed only for purposes of the company and the<br>auditor‘s report is solely intended to inform the company as to<br>the results of the audit. Our responsibility for the audit and for<br>our auditor’s report is only towards the company in accor-dance with this engagement. The auditor’s report is not<br>intended for any third parties to base any (financial) decisions<br>thereon. We do not assume any responsibility, duty of care or<br>liability towards third parties; no third parties are included in<br>the scope of protection of the underlying engagement.<br> §334 BGB [Bürgerliches Gesetzbuch: German Civil Code],<br>according to which objections arising from a contract may also<br>be raised against third parties, is not waived.<br>Frankfurt am Main, February 24, 2023<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 43 |
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| III. FURTHER<br>INFORMATION<br>REGARDING<br>THE CONVENING<br>TOTAL NUMBER OF SHARES<br>AND VOTING RIGHTS<br>At the time of the convening of the Annual General Meeting,<br>the share capital of the Company is composed of 293,413,449<br>non-par value shares and consists solely of bearer shares, hav-ing one vote per share. The Company does not hold any trea-sury shares at the time of convening the Annual General Meet-ing. Therefore, there are 293,413,449 voting rights at the time<br>of the convening of the Annual General Meeting.<br>INFORMATION ON THE IMPLE-MENTATION OF THE VIRTUAL<br>ANNUAL GENERAL MEETING<br>The General Partner has resolved, with the approval of the<br>Supervisory Board, to hold the General Meeting in accordance<br>with section 278 (3) AktG in conjunction with section 118a AktG<br>and section 26n (1) EGAktG as a virtual General Meeting. Physi-cal attendance by shareholders and their proxies (with the<br>exception of the proxies of the Company) at the location of the<br>General Meeting is excluded.<br>Holding the General Meeting as a virtual General Meeting<br>enables in particular shareholders resident abroad to partici-pate in the General Meeting and exercise all meeting-related<br>shareholder rights without having to travel to a meeting loca-tion for this purpose. In addition, the virtual format also serves<br>to protect the health of the shareholders and of the persons<br>present at the meeting location. Shareholders’ rights in the vir-tual General Meeting in accordance with the newly introduced<br>section 118a AktG (as described below) essentially correspond<br>to those in a General Meeting held in presence and partially<br>even go beyond them.<br>The Company has set up an internet-based, password-pro-tected General Meeting and voting system (Shareholder Portal)<br>for the purpose of conducting the virtual General Meeting. The<br>Shareholder Portal enables shareholders or their proxies to<br>participate in the virtual General Meeting by connecting elec-tronically and to exercise meeting-related shareholder rights<br>by means of electronic communication.<br>The Shareholder Portal can be accessed via the Company’s<br>website at www.freseniusmedicalcare.com/en/agm/ and is<br>expected to be activated as of 25 April 2023. Access to the<br>Shareholder Portal requires the entry of access data which will<br>be sent to shareholders or their proxies after proper registra-tion and evidence of shareholding.<br>Shareholders or their proxies may exercise their voting rights<br>by means of electronic communication or by issuing a power of<br>attorney and instructions to the proxies appointed by the Com-pany. Prior to the meeting, shareholders who have properly<br>registered and provided evidence of their shareholding or their<br>proxies may also submit statements by electronic communica-tion. During the meeting, shareholders or their proxies who are<br>electronically connected to the meeting will be granted the<br>right to speak at the meeting by means of video communica-tion. As part of their right to speak at the meeting via video<br>communication, they are also entitled to submit motions and<br>election proposals and to request information from the General<br>Partner, as well as to declare objections to resolutions of the<br>General Meeting in the minutes via electronic communication.<br>Further details on this are described below.<br>In view of the special features of the virtual General Meet-ing, we ask shareholders to pay particular attention to the<br>following information on registering for the General Meeting<br>as well as on exercising voting rights and other shareholder<br>rights. In view of the new legal framework, there are signif-icant changes compared with both physical General Meet-ings and the last virtual General Meeting held in accordance<br>with the special legislation enacted in response to the<br>COVID-19 pandemic.<br>REQUIREMENTS FOR THE<br>PARTICIPATION AT THE GENERAL<br>MEETING AND THE EXERCISE OF<br>VOTING RIGHTS<br>Only those shareholders who have registered with the Com-pany in text form in the German or the English language by the<br>end of 9 May 2023 (24:00 hours CEST), at the latest, at one<br>of the following contact options:<br>Fresenius Medical Care AG & Co. KGaA<br>c/o Computershare Operations Center<br>80249 Munich<br>Germany<br>or e-mail: anmeldestelle@computershare.de<br>and who have provided the Company with evidence of their<br>entitlement to participate at the General Meeting and to exer-cise voting rights are entitled to such rights. As evidence of<br>such entitlement, shareholders must, by the end of 9 May<br>2023 (24:00 hours CEST), at the latest, provide evidence of<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 44 |
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| their shareholding issued by the ultimate intermediary (usually<br>their depositary institution) in text form in the German or the<br>English language to the aforementioned address referring to<br>the beginning of 25 April 2023 (00:00 hours CEST)<br>(Evidence Date).<br>After receipt of the registration and evidence of shareholding,<br>registered shareholders will receive access cards on which the<br>number of votes and the necessary access data for the inter-net-based, password-protected General Meeting and Voting<br>System (Shareholder Portal) are printed.<br>In order to ensure that the access cards are received in time,<br>we ask shareholders to ensure that they register and send<br>evidence of their shareholding to the Company in good time.<br>As regards the participation at the General Meeting and the<br>exercise of voting rights, only those who have provided evidence<br>of shareholding are considered shareholders in relation to the<br>Company. The right of participation at the General Meeting and<br>the extent of the voting rights are solely determined by the<br>shareholding on the Evidence Date. The Evidence Date is not<br>accompanied by a lock on the sale of shares. Even a full or partial<br>sale of the shareholding after the Evidence Date does not affect<br>the right to participate and the voting right. This also applies<br>accordingly to the acquisition of shares after the Evidence Date.<br>Persons who do not yet hold shares on the Evidence Date and<br>become shareholders only thereafter are entitled to participate<br>at the General Meeting and exercise voting rights for the shares<br>held by them only to the extent that they are authorized by<br>proxy or otherwise authorized to exercise rights. However, the<br>Evidence Date has no significance for the entitlement to divi-dend as this entitlement only depends on the shareholder status<br>on the day of the resolution on the distribution of profits by the<br>General Meeting.<br>EXERCISE OF THE VOTING RIGHT<br>Voting rights may be exercised only by postal vote (also by means<br>of electronic communication) or by granting power of attorney<br>and issuing instructions to the proxies appointed by the Company.<br>The exercise of voting rights requires proper registration and evi-dence of shareholding in accordance with the above provisions.<br>Further details on exercising voting rights are described below.<br>Postal vote<br>Shareholders or their proxies may cast their votes by postal<br>vote (also by means of electronic communication). Postal votes<br>can either be cast electronically via the Shareholder Portal or<br>by using the form for postal voting or proxy voting sent to<br>shareholders with their access card after registration and<br>which is also available as a sample on the Company’s website at<br>www.freseniusmedicalcare.com/en/agm/.<br>Voting electronically by postal vote via the Shareholder Portal<br>may be carried out until the time specified by the chair of the<br>meeting in the context of the voting. Up to this point in time, it<br>is also possible to revoke or change the votes cast via the<br>Shareholder Portal.<br>Postal votes cast by means of the form for postal voting or<br>proxy voting can be sent to the Company by post or e-mail and,<br>for organizational reasons, must be received by the Company<br>at the latest by the end of 15 May 2023 (24:00 hours CEST)<br>at the following postal address or e-mail address:<br>Fresenius Medical Care AG & Co. KGaA<br>c/o Computershare Operations Center<br>80249 Munich<br>Germany<br>e-mail: anmeldestelle@computershare.de<br>Up to this date and time, postal votes cast by means of the form<br>for postal voting or proxy voting may also be changed or<br>revoked at the aforementioned postal address or e-mail<br>address. After this date and time, votes cast using the form for<br>postal voting or proxy voting can be changed or revoked via the<br>Shareholder Portal as described above.<br>If a shareholder or proxy timely exercises voting rights by<br>postal vote both electronically via the Shareholder Portal and<br>by means of the form for postal voting or proxy voting, the last<br>electronic voting via the Shareholder Portal will be considered<br>binding regardless of the time of receipt of the postal votes.<br>Voting by the proxies appointed<br>by the Company<br>The Company offers its shareholders or their proxies to autho-rize proxies appointed by the Company and bound by instruc-tions to exercise their voting rights. The proxies of the Company<br>are employees of the Company or of an affiliated company who<br>vote on the individual agenda items in accordance with the<br>instructions issued to them on the basis of authorizations by<br>shareholders or their proxies. The proxies of the Company are<br>obliged to vote as instructed. They cannot exercise voting rights<br>at their own discretion. In the absence of explicit and unambigu-ous instructions, the proxies of the Company will abstain from<br>voting on the respective voting item. The proxies of the Company<br>may not be instructed to exercise shareholder rights beyond the<br>exercise of voting rights in accordance with instructions.<br>Timely registration and timely evidence of shareholding in<br>accordance with the above provisions are also required in case<br>a power of attorney and instructions are issued to the proxies<br>of the Company. This does not preclude the granting of a power<br>of attorney after registration has been completed.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 45 |
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| Powers of attorney and instructions to the proxies of the Com-pany may be issued either electronically via the Shareholder<br>Portal, which is also available as an electronic means of trans-mitting evidence of authorization of the proxies to the Com-pany, or by using the form for postal voting or proxy voting<br>sent to shareholders with their access card after registration<br>and which is also available as a sample on the Company’s web-site at www.freseniusmedicalcare.com/en/agm/.<br>The granting of powers of attorney and instructions, their<br>amendment, revocation and the evidence of authorization of<br>the proxies of the Company may be made electronically via the<br>Shareholder Portal from the time the Shareholder Portal is<br>activated until the time specified by the chair of the meeting in<br>the context of the voting.<br>The powers of attorney and instructions to the proxies of the<br>Company issued by means of the form for postal voting or<br>proxy voting may be sent to the Company by mail or e-mail and,<br>for organizational reasons, must be received by the Company<br>at the latest by the end of 15 May 2023 (24:00 CEST) at the<br>following postal address or e-mail address:<br>Fresenius Medical Care AG & Co. KGaA<br>c/o Computershare Operations Center<br>80249 Munich<br>Germany<br>e-mail: anmeldestelle@computershare.de<br>Up to this date and time, the powers of attorney and instruc-tions to the proxies of the Company issued by means of the<br>form for postal voting or proxy voting may also be changed or<br>revoked at the aforementioned postal address or e-mail<br>address. After this date and time, the powers of attorney and<br>instructions to the proxies of the Company issued by means of<br>the form for postal voting or proxy voting may be changed or<br>revoked via the Shareholder Portal as described above.<br>If a shareholder or proxy timely issues, amends or revokes pow-ers of attorney and instructions to the proxies of the Company<br>both electronically via the Shareholder Portal and by means of<br>the form for postal voting or proxy voting, the last declaration<br>issued electronically via the Shareholder Portal will be consid-ered binding, irrespective of the time of receipt of the declara-tions.<br>PROCEDURE REGARDING THE<br>AUTHORIZATION OF THIRD<br>PARTIES<br>Shareholders may also have their rights in connection with the<br>General Meeting exercised by a proxy, e.g., the depositary bank,<br>an association of shareholders or another person of their<br>choice, to the extent these are willing to do so. Authorized third<br>parties also may not physically participate in the virtual Gen-eral Meeting and may exercise the voting rights only as<br>described above by postal vote (also by means of electronic<br>communication) or by granting power of attorney and issuing<br>instructions to the proxies appointed by the Company.<br>Timely registration and timely evidence of shareholding in accor-dance with the above provisions are also required in case a<br>power of attorney is granted. This does not preclude the grant-ing of a power of attorney after registration has been completed.<br>If the shareholder authorizes more than one person, the<br>Company may reject one or more of these persons.<br>The granting of the power of attorney, its amendment and revo-cation as well as the evidence of authorization vis-à-vis the Com-pany require the text form; intermediaries, shareholders’ associ-ations and proxy advisors within the meaning of section 134a (1)<br>no. 3 AktG and other persons equivalent to intermediaries pur-suant to section 135 (8) AktG may provide for deviating provi-sions in case of their authorization.<br>To authorize third parties, shareholders can use the Share-holder Portal, which is also available as an electronic means of<br>transmitting evidence of the appointment of a proxy to the<br>Company. The granting of a power of attorney, its amendment,<br>its revocation and the evidence of authorization of third parties<br>via the Shareholder Portal can be made from the activation of<br>the Shareholder Portal until the closure of the General Meeting.<br>To authorize third parties, shareholders can also use the form<br>for postal voting or proxy voting which will be sent to share-holders or their proxies with their access card after registration<br>and which is also available as a sample on the Company’s web-site at www.freseniusmedicalcare.com/en/agm/. If third parties<br>are authorized by means of the form for postal voting or proxy<br>voting or otherwise in text form outside of the Shareholder<br>Portal, the proper authorization must have been received by<br>the Company for organizational reasons by the end of 15 May<br>2023 (24:00 hours CEST), at the latest, at the following<br>postal address or e-mail address:<br>Fresenius Medical Care AG & Co. KGaA<br>c/o Computershare Operations Center<br>80249 Munich<br>Germany<br>e-mail: anmeldestelle@computershare.de<br>If a shareholder timely grants, amends or revokes authoriza-tions to third parties both electronically via the Shareholder<br>Portal and by means of the form for postal voting or proxy vot-ing or by other means, the last declaration made electronically<br>via the Shareholder Portal will be considered binding regard-less of the time of receipt of the declarations.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 46 |
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| The use of the Shareholder Portal by the proxy requires that<br>the proxy receive the access data sent with the access card to<br>the General Meeting from the grantor of the proxy unless the<br>access data have been sent directly to the proxy.<br>INFORMATION ON SHAREHOLD-ERS’ RIGHTS PURSUANT TO SEC-TION 278 (3) AKTG IN CONJUNC-TION WITH SECTION 118A (1),<br>SECTION 122 (2), SECTION 126 (1)<br>AND (4), SECTION 127, SECTION<br>130A, SECTION 131 (1) AKTG<br>Supplements to the agenda at the request of<br>a minority according to section 278 (3) AktG<br>in conjunction with section 122 (2) AktG<br>Shareholders whose total combined shares amount to the<br>twentieth part of the share capital or the proportionate amount<br>of the share capital of EUR 500,000.00 (that is equivalent to<br>500,000 non-par value shares), can request, according to sec-tion 278 (3) AktG in conjunction with section 122 (2) AktG, that<br>items be placed on the agenda and notice thereof be given. For<br>each new item, reasons or a draft resolution must be attached.<br>Supplemental requests must be received by the Company at<br>least 30 days prior to the General Meeting in writing; the day of<br>receipt and the day of the General Meeting are not included in<br>that calculation. Therefore, the last possible date for receipt is<br>15 April 2023 (24:00 hours CEST). Supplemental requests<br>received after that date cannot be taken into account.<br>Applicants must provide evidence that they have held the min-imum quantity of shares for at least ninety days prior to the<br>day of the receipt of the supplemental request by the Company<br>and that they hold the shares until the General Partner’s deci-sion on the supplemental request (section 278 (3) AktG in con-junction with section 122 (2), (1) sentence 3 AktG). When calcu-lating the shareholding period, section 70 AktG must be<br>observed.<br>We ask shareholders to submit any supplemental requests to<br>the following address:<br>Fresenius Medical Care AG & Co. KGaA<br>Die persönlich haftende Gesellschafterin<br>Fresenius Medical Care Management AG<br> – Vorstand –<br>Else-Kröner-Straße 1<br>61352 Bad Homburg v.d.Höhe<br>Germany<br>Motions and election proposals by share-holders according to section 278 (3) AktG<br>in conjunction with section 126, section<br>127, section 118a (1) sentence 2 no. 3, sec-tion 130a (5) sentence 3 AktG<br>Prior to the General Meeting shareholders may submit counter-motions to the Company regarding proposals made by the Gen-eral Partner and/or the Supervisory Board pertaining to a spe-cific item on the agenda. Shareholders may also submit<br>proposals for the election of auditors. Countermotions and pro-posals for election to be made accessible that have been<br>received by the Company at the address mentioned below at<br>least 14 days prior to the General Meeting, not counting the day<br>of receipt and the day of the General Meeting, i.e., until 1 May<br>2023 (24:00 hours CEST) at the latest, will be made available<br>on the Company’s website to the other shareholders, including<br>the name of the submitting shareholder and any reasons given,<br>at www.freseniusmedicalcare.com/en/agm/.<br>Any comments of the management of the Company on coun-termotions or proposals for election will also be published<br>under the internet address provided above.<br>Countermotions and proposals for election must be sent to one<br>of the following contact options:<br>Fresenius Medical Care AG & Co. KGaA<br> – Investor Relations –<br>Else-Kröner-Straße 1<br>61352 Bad Homburg v.d.Höhe<br>Germany<br>or e-mail: hauptversammlung@fmc-ag.com<br>Countermotions and any reasons given do not need to be made<br>accessible under the prerequisites of section 126 (2) sentence 1<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 47 |
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| AktG. Pursuant to section 126 (2) sentence 2 AktG, any reasons<br>for a countermotion also do not need to be made accessible if<br>they amount to more than 5,000 characters in total. Section<br>126 AktG applies analogously to the proposal of a shareholder<br>for the election of auditors pursuant to section 127 AktG.<br>In addition, proposals for the election of auditors pursuant to<br>section 127 AktG will be made accessible only if they contain<br>the name, the profession exercised and the residential address<br>of the proposed person or the name and registered office of the<br>proposed legal entity.<br>Pursuant to section 126 (4) AktG, countermotions and proposals<br>for election by shareholders to be made available by the Com-pany are deemed to have been made at the time they are made<br>available. Shareholders who have properly registered for the<br>General Meeting and provided evidence of their shareholding<br>may exercise their voting rights in respect of these countermo-tions and election proposals. If the shareholder submitting the<br>countermotion or election proposal is not properly registered<br>for the General Meeting or if this shareholder has not provided<br>evidence of shareholding, the countermotion or election pro-posal does not have to be dealt with at the General Meeting.<br>Countermotions and election proposals as well as other<br>motions may also be made during the General Meeting by<br>means of video communication, i.e., within the scope of the<br>right to speak, as described below.<br>Submission of statements pursuant<br>to section 278 (3) AktG in conjunction<br>with section 118a (1) sentence 2 no. 6,<br>section 130a (1) through (4), (6) AktG<br>Shareholders who have properly registered for the virtual<br>General Meeting or their proxies have the right to submit state-ments on the items on the agenda by electronic means no later<br>than five days before the meeting, not counting the day of<br>receipt and the day of the Annual General Meeting, i.e., by<br>10 May 2023 (24:00 CEST).<br>Submissions must be made in text form via the Shareholder Por-tal. Statements may not exceed 10,000 characters (including<br>spaces). The Company will make the statements available to<br>properly registered shareholders no later than four days prior to<br>the meeting, i.e., by 11 May 2023 (24:00 CEST), stating the<br>name of the submitting shareholder or proxy, via the Share-holder Portal on the Company’s website at www.freseniusmedical<br>care.com/en/agm/.<br>Statements will not be made available if they are submitted late<br>or do not meet the above requirements or to the extent the<br>General Partner would be liable to prosecution by making them<br>available or if they contain information that is obviously false<br>or misleading in material respects or if they contain insults or if<br>the shareholder indicates not to attend the General Meeting<br>and not to be represented (section 278 (3) AktG in conjunction<br>with section 130a (3) sentence 4 in conjunction with section 126<br>(2) sentence 1 no. 1, no. 3 and no. 6 AktG).<br>Motions and election proposals, requests for information and<br>objections to resolutions of the General Meeting in the context<br>of statements submitted in text form will not be considered at<br>the General Meeting. In particular, the opportunity to submit<br>statements does not constitute an opportunity to submit ques-tions in advance pursuant to section 131 (1a) AktG. The submis-sion of motions and election proposals (as described above),<br>the exercise of the right to information (as described below)<br>and the declaration of objections to resolutions of the General<br>Meeting (as described below) are only possible via the channels<br>described separately in this convening notice.<br>Right to speak pursuant to section 278 (3)<br>AktG in conjunction with section 118a (1)<br>sentence 2 no. 7, section 130a (5) and (6)<br>AktG<br>Shareholders or their proxies who are connected electronically<br>to the virtual General Meeting have a right to speak at the<br>meeting, which may be exercised only by means of video com-munication. Shareholders or their proxies can register to speak<br>in the Shareholder Portal from the beginning of the General<br>Meeting. Motions and election proposals pursuant to section<br>278 (3) AktG in conjunction with section 118a (1) sentence 2<br>no. 3 AktG (as described above) and requests for information<br>(as described below) may form part of the speech.<br>To exercise the right to speak and the shareholder rights to be<br>exercised within the scope of the right to speak, shareholders<br>or their proxies require an internet-capable terminal device<br>(PC, laptop, tablet or smartphone) equipped with a camera and<br>microphone that can be accessed from the browser.<br>The Company reserves the right to check the functionality of<br>the video communication between the shareholder or proxy<br>and the Company at the meeting and prior to the speech and to<br>reject the shareholder or proxy if the functionality of the video<br>communication is not ensured.<br>Pursuant to section 131 (2) sentence 2 AktG in conjunction with<br>Art. 17 (2) sentence 2 of the Articles of Association of the Com-A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 48 |
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| pany, the chair of the meeting is entitled to reasonably limit the<br>speaking time of the shareholders and the time to ask ques-tions from the beginning of the General Meeting.<br>Right to information pursuant to<br>section 278 (3) AktG in conjunction<br>with section 118a (1) sentence 2 no. 4,<br>section 131 (1) AktG<br>Pursuant to section 278 (3) AktG in conjunction with section 131<br>(1) AktG, information on the affairs of the Company including the<br>legal and business relationships with affiliated companies and on<br>the situation of the group and the companies included in the con-solidated financial statements is to be given by the General Part-ner to every shareholder upon the latter’s request at the General<br>Meeting. This applies only to the extent the information is neces-sary for a proper evaluation of the item on the agenda.<br>The right to information is to be exercised exclusively at the Gen-eral Meeting. It is intended that the chair of the meeting will<br>determine that the right to information at the General Meeting<br>may be exercised exclusively by means of video communication,<br>i.e., as part of the exercise of the right to speak (as described<br>above).<br>Declaration of objections to resolutions<br>of the General Meeting, section 118a (1)<br>sentence 2 no. 8 AktG<br>Shareholders or their proxies who are connected electronically<br>to the virtual General Meeting have the right to object to reso-lutions of the General Meeting by means of electronic commu-nication. Objections can be made via the Shareholder Portal<br>throughout the General Meeting until the end of the General<br>Meeting.<br>Further information on the rights<br>of the shareholders<br>Further explanations on the rights of the shareholders, in partic-ular on those under section 278 (3) AktG in conjunction with sec-tion 122 (2), section 126 (1), section 127, section 131 (1) AktG, are<br>available on the Company’s website at www.freseniusmedical<br>care.com/en/agm/.<br>AVAILABILITY OF DOCUMENTS<br>AND INFORMATION<br>The documents to be made available to the General Meeting in<br>accordance with section 278 (3) AktG in conjunction with sec-tion 124a AktG, section 118a (6), section 130a (3) AktG are acces-sible on the Company’s website at: www.freseniusmedical<br>care.com/en/agm/<br>The Company intends to publish on such website prior to the<br>General Meeting also the speech of the chair of the General<br>Partner’s Management Board on a voluntary basis.<br>The voting results will be published on the aforementioned<br>website of the Company after the General Meeting. Information<br>on issuing a confirmation of receipt of votes cast electronically<br>pursuant to section 118 (1) sentence 3 AktG as well as on issuing<br>a confirmation of the vote count pursuant to section 129 (5)<br>AktG, which the person casting the vote may request within<br>one month of the date of the General Meeting, can be found in<br>the Shareholder Portal.<br>AUDIO AND VIDEO BROADCAST<br>The entire General Meeting will be broadcast in audio and video<br>on 16 May 2023 from 10:00 a.m. CEST for the properly reg-istered shareholders and their proxies in the Shareholder<br>Portal at: www.freseniusmedicalcare.com/en/agm/<br>The broadcast of the introductory remarks of the chair of the<br>meeting as well as the speech of the chair of the Management<br>Board of the General Partner can be followed by the interested<br>public via the aforementioned website of the Company without<br>the need for access to the Shareholder Portal and thus prior<br>registration for the General Meeting.<br>TIME SPECIFICATIONS IN THIS<br>CONVENING NOTICE<br>The time specifications in this convening notice refer to the<br>Central European Summer Time (CEST) unless explicitly stated<br>otherwise. With regard to the Coordinated Universal Time<br>(UTC) this translates to UTC = CEST minus two hours.<br>INFORMATION FOR HOLDERS<br>OF AMERICAN DEPOSITARY<br>RECEIPTS (ADR) REGARDING<br>THE ANNUAL GENERAL MEETING<br>Holders of ADR will generally submit their voting instructions<br>to The Bank of New York Mellon, in its capacity as Depositary<br>Bank. The Bank of New York Mellon will distribute to ADR hold-ers (a) a notice informing ADR holders of the electronic avail-ability of the AGM invitation and agenda, and the materials<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 49 |
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| referred to in the agenda, and (b) a voting instruction card for<br>ADR holders. Voting instructions must be received by The Bank<br>of New York Mellon by 5 May 2023 (prior to 12:00 hours<br>EDT) at the latest. Persons whose ADR are held of record by<br>bank, broker or other intermediary may be required to provide<br>their voting instructions through their intermediaries, who will<br>in turn forward such instructions to the Depositary Bank.<br>Hof an der Saale, March 2023<br>Fresenius Medical Care AG & Co. KGaA<br>The General Partner<br>Fresenius Medical Care Management AG<br>The Management Board<br>IV. PRIVACY NOTICE<br>1. Controller, categories of processed data and purposes of<br>data processing<br> Fresenius Medical Care AG & Co. KGaA, Else-Kröner-Straße 1,<br>61352 Bad Homburg v.d. Höhe, Germany (Company), e-mail:<br>ir@fmc-ag.com, processes personal data (in particular<br>name, first name, address, e-mail address, number of<br>shares, type of ownership of shares, number of the access<br>card, and voting, and, as the case may be, name, first name<br>and address of a proxy authorized by the respective share-holder) as controller in accordance with applicable data<br>protection laws to enable shareholders to exercise their<br>rights in the context of the virtual General Meeting. If share-holders or proxies and the Company contact each other, the<br>Company also processes the personal data (for example the<br>contact data provided by the shareholder or proxy, such as<br>e-mail address or telephone number) necessary to respond<br>to any requests or, for example, to check the functionality<br>of the video communication in the context of speeches pur-suant to section 130a (6) AktG. If applicable, the Company<br>also processes personal data relating to the exercise of<br>shareholder rights such as to questions, speeches, state-ments, motions, election proposals and requests of share-holders or proxies in the context of the virtual General<br>Meeting or relating to the preparation of the list of partici-pants pursuant to section 129 (4) AktG.<br>2. Legal basis for data processing<br> The legal basis for the processing are Article 6 (1) sentence<br>1 lit. a), Article 6 (1) sentence 1 lit. c) as well as Article 6 (1)<br>sentence 1 lit. f) of the General Data Protection Regulation<br>(GDPR).<br>3. Categories of recipients of personal data, data sources and<br>retention period<br> The Company and, respectively, the service providers of the<br>Company that are engaged in the context of the virtual<br>General Meeting receive the personal data of the share-holders or proxies from the registration office, which<br>receives the data either from the shareholders or proxies<br>themselves or from the depositary banks of the sharehold-ers. The service providers engaged by the Company receive<br>only personal data from the Company that are required to<br>provide the requested services, and process data only<br>based on instructions by the Company. Additional personal<br>data relating to, for instance, questions, speeches, state-ments, motions, election proposals and requests of share-holders or proxies may also be collected in the context of<br>the virtual General Meeting. Statements published in the<br>Shareholder Portal are available there until the end of the<br>General Meeting and subsequently will be deleted in a<br>timely manner. In addition, personal data will be processed<br>and made available to shareholders and proxies in the con-text of the virtual General Meeting within the framework of<br>statutory provisions, in particular via the list of partici-pants, which in the case of a virtual General Meeting must<br>also show the shareholders or proxies who are electroni-cally connected to the meeting. The personal data will be<br>stored by the Company in accordance with legal obligations<br>and for the avoidance of potential liability risks and will be<br>deleted afterwards.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 50 |
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| 4. Rights of data subjects and contact details of the data<br>protection officer<br> In accordance with the statutory provisions, shareholders<br>and proxies are at any time entitled as data subjects to<br>exercise their rights of access, of rectification, of restric-tion, of objection and of erasure regarding the processing<br>of their personal data and are also entitled to exercise<br>their right to data portability in accordance with chapter<br>III of the GDPR. Shareholders and proxies have a right to<br>withdraw any consent given by them. Shareholders and<br>proxies can assert these rights towards the Company free<br>of charge via the contact details indicated above or<br>directly vis-à-vis the data protection officer: Fresenius<br>Medical Care AG & Co. KGaA, Mr. Giovanni Brugugnone,<br>Else-Kröner-Straße 1, 61352 Bad Homburg v.d. Höhe, Ger-many, e-mail: datenschutzbeauftragter@fmc-ag.com. In<br>addition, shareholders have the right to lodge a complaint<br>with a supervisory authority pursuant to Article 77 GDPR.<br> Further information regarding the processing of personal<br>data of shareholders or proxies in the course of the use of<br>the Shareholder Portal are available in the Shareholder<br>Portal.<br>A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 51 |
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Exhibit 99.2
Conveniencetranslation
Report by the Supervisory Boardof Fresenius Medical Care AG & Co. KGaAfor the Fiscal Year 2022
In the past fiscal year, Fresenius Medical Care operated in a challenging macroeconomic environment characterized by wage and general cost inflation, which affected all business segments of the company. In the U.S., Fresenius Medical Care faced a labor market situation that is unprecedented for the company, resulting in staff shortages, high employee turnover rates at dialysis centers and significantly higher costs. Staff shortages also impacted growth in the U.S. dialysis services business as well as in complementary business areas and consequently affected, in addition to ongoing patient excess mortality due to COVID-19, the operating leverage in these areas.
Fresenius Medical Care continued to provide medical care to its patients with its products and services in high quality in the past fiscal year despite the ongoing challenges and maintained without significant disruptions. COVID-19 infection rates remained at a high level and resulted in continued demand and costs for isolation wards and additional shifts for staff as well as for personal protective equipment.
The negative impact on earnings was only partially offset by financial support in the fiscal year from the U.S. government to compensate costs related to the COVID-19 pandemic.
Fresenius Medical Care has driven forward its transformation program FME25 and the related implementation of its new operating model. Since January 2023, the Company operates in two global segments only: Care Delivery (Health Care Services) and Care Enablement (Health Care Products). With the savings achieved by end of 2022 under FME25, Fresenius Medical Care has exceeded its original target for the year under review. The company will accelerate and expand the transformation program to further optimize its processes along the new operating model.
Fresenius Medical Care will expand and accelerate its transformation also beyond FME25. By clearly focusing on strengthening its core business and on further operational and structural efficiency improvements, the company aims to return to a sustainable profitable growth path and support the creation of value for its shareholders. Fresenius Medical Care’s efforts will focus on the core areas of structure, capital allocation, operational efficiency and portfolio optimization.
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Conveniencetranslation
Significant events concerning the organization and composition of the management board of the General Partner, Fresenius Medical Care Management AG, (Management Board) or the Supervisory Board of Fresenius Medical Care AG & Co. KGaA (Company) were:
| · | Change of the Chair of the Management Board <br><br>Ms. Helen Giza was appointed Chair of the Management Board effective December 6, 2022. She had previously been appointed<br>Deputy Chair of the Management Board with effect from May 16, 2022. Ms. Giza will also remain Chief Financial Officer until<br>her successor for this position is appointed. In her position as Chair of the Management Board, she succeeded Dr. Carla Kriwet, who<br>had taken over from Mr. Rice Powell as Chair of the Management Board on October 1, 2022. Dr. Kriwet left the Management<br>Board by mutual agreement at the end of December 5, 2022. In view of the age limit set by the Supervisory Board of the general partner,<br>Mr. Powell retired from the Management Board upon regular termination of his appointment at the end of the fiscal year. |
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| · | Change in the Audit and Corporate Governance<br>Committee of the Supervisory Board <br><br>Effective January 1, 2023, Ms. Pascale Witz, previously Vice Chair of the Audit and Corporate Governance Committee of the<br>Supervisory Board, has taken over the chairmanship of this committee from Mr. Rolf A. Classon, who will no longer meet the necessary<br>criteria for the chairmanship of the committee in the course of 2023 due to his then twelve-year membership with the Supervisory Board.<br>Mr. Classon remains an ordinary member of the committee. Dr. Dorothea Wenzel has been Vice Chair of the committee since January 1,<br>2023, and continues to perform the function of Lead Independent Director of the Supervisory Board introduced in 2021. |
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The Supervisory Board also in the past fiscal year observed all duties imposed on it by law, the Articles of Association and the rules of procedure. In this context it also took into account the recommendations and suggestions of the German Corporate Governance Code. The Supervisory Board supervised the General Partner within its responsibility, regularly advised the Management Board and was involved in decisions of fundamental importance to the Company. Supervision and advice also included sustainability issues.
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Conveniencetranslation
All relevant questions of the business policy, the company’s planning and the strategy were subject to the deliberations of the Supervisory Board. Reports of the Management Board on the progress of the business, the profitability and liquidity as well as on the situation and perspectives of the Company and the group formed the basis for the work of the Supervisory Board. Further topics were the risk situation and risk management. Additional items on the agenda were discussions on acquisition and investment projects. The Supervisory Board and its competent committees comprehensively discussed these as well as also all further significant business events. Furthermore, the Supervisory Board also in the past year reviewed the development of the acquisitions of the previous years. The Supervisory Board passed resolutions within its competencies according to law and the Articles of Association.
Meetings
In the past fiscal year, twelve meetings of the Supervisory Board, some of which lasted several days, were held. Of these meetings, four meetings were held in person and eight meetings were held as video conferences. The Supervisory Board also met regularly without the Management Board. To the extent that the auditor was called upon as an expert at meetings of the Supervisory Board or its committees, members of the Management Board, in accordance with the applicable rules under the German Act on Strengthening Financial Market Integrity (Gesetz zur Stärkung der Finanzmarktintegrität – FISG), attended the meetings only to the extent deemed necessary by the Supervisory Board or the committee, respectively.
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Conveniencetranslation
The participation rate of the members at the meetings of the Supervisory Board and its committees in total was 98.1%. The following table shows the participation of the individual members in the past fiscal year:
| Audit and | ||||
|---|---|---|---|---|
| Corporate | ||||
| Supervisory | Governance | Nomination | Joint | |
| Board | Committee | Committee | Committee | |
| Dr. Dieter Schenk | 12/12 | - | 0/0 | - |
| (Chairman) | ||||
| Rolf A. Classon | 11/12 | 11/12 | 0/0 | 0/0 |
| (Vice Chairman) | ||||
| Gregory Sorensen, MD | 12/12 | - | - | 0/0 |
| Dr. Dorothea Wenzel | 12/12 | 12/12 | 0/0 | - |
| Pascale Witz | 12/12 | 12/12 | - | - |
| Prof. Dr. Gregor Zünd | 12/12 | - | - | - |
The Management Board and the Supervisory Board cooperate on a trust basis to the benefit of the Company. The Supervisory Board was in regular contact with the Management Board and was always promptly and comprehensively informed by it. Between meetings, the Management Board reported to the Supervisory Board in writing. During the meetings, the Management Board also informed the Supervisory Board verbally. In addition, the Supervisory Board also last year was in contact with members of the senior management level. The members of the Management Board were further available to the Supervisory Board for follow-up queries. The Chair of the Supervisory Board maintained continuous contact with the Management Board outside the meetings, in particular with the Chair of the Management Board, on questions regarding strategy, business development, the risk situation, risk management and compliance of the Company. In case of important occasions or events, the Chair of the Management Board promptly informed the Chair of the Supervisory Board. In such cases, the Chair of the Supervisory Board subsequently informed the other members of the Supervisory Board in the next meeting at the latest. During the entire fiscal year, the Chair of the Supervisory Board also was in close contact with the other members of the Supervisory Board.
In accordance with the German Act on Strengthening Financial Market Integrity (FISG), the members of the Audit and Corporate Governance Committee are entitled to obtain information from the heads of certain central departments of the Company. As in previous years, it was once again standard practice for the heads of central departments to report directly to the Supervisory Board and to be available for questions and for discussion.
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Conveniencetranslation
Focus of the discussions in the Supervisory Board
One of the main focus areas of the Supervisory Board’s discussions in the past year was supporting the Management Board in dealing with the challenges for Fresenius Medical Care from the impacts of the macroeconomic environment.
In addition, the Supervisory Board focused on the further design of the FME25 program by the Management Board in several meetings and was comprehensively involved in its implementation by the Management Board to the extent it took place in the year under review.
In the year under review, the Supervisory Board also dealt with investments, the business strategy as well as environmental, social and governance (ESG) aspects.
For example, the merger of Fresenius Health Partners, the former value-based services business of Fresenius Medical Care North America, with InterWell Health and Cricket Health to a premier value-based kidney care provider in the U.S. was closed in the course of the strategic expansion along the value-based care. The new company under the brand InterWell Health will be fully consolidated by Fresenius Medical Care as the majority owner and is expected to provide care to more than 270,000 people in the U.S. with kidney disease at a cost of more than US$ 11 billion by 2025.
In the year under review, Fresenius Medical Care has committed to become climate neutral by 2040. This applies both to direct and indirect CO2 emissions (Scope 1 and 2). To reduce its impact on the climate, the company has established a plan for the years ahead: By 2030, Fresenius Medical Care aims to reduce its direct and indirect CO2 emissions (Scope 1 and 2) by half as compared to reported emission levels in 2020. The current focus is on the use of renewable energies. In going toward climate neutrality, Fresenius Medical Care plans to continually examine possibilities for investing in energy efficiency, the self-generation of electricity and the adaption of new technologies while also taking into account the entire life cycle of products. The Company is also assessing its emissions across the entire value chain (Scope 3) to identify further possible targets for reducing emissions.
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The business development, the competitive situation and the Management Board’s planning for the individual functions and regions respectively business segments were also focal points of the Supervisory Board’s discussions. In joint consultations with the Management Board, the development of the production quantities and their expansion were also discussed.
In the past fiscal year, the Supervisory Board again discussed the development of cost reimbursement in the various health care systems, in particular in the U.S. With a view to the continued aim of increasing efficiency, the Supervisory Board further informed itself also in the past year about the success of the measures taken by the management already in previous years to improve the cost situation.
In the past fiscal year, the Supervisory Board also dealt with the further development of the profile of skills and expertise for its composition and supplemented it with regard to expertise on sustainability issues relevant to the company and a regular maximum tenure for the Supervisory Board. According to this, the Supervisory Board in its entirety shall be familiar with the relevant matters in the area of sustainability, particularly with regard to environmental, social and governance (ESG) aspects. Furthermore, as a rule, the Supervisory Board shall not include more than two persons who have been members of the Supervisory Board for more than twelve years at the time of their election or appointment. The Supervisory Board also resolved to renew the target for the proportion of female Supervisory Board members with regard to its own composition and set an implementation period ending on May 9, 2027. According to the new target, at least 30% and in any case not less than two members of the Supervisory Board shall be female.
In September 2022, Fresenius Medical Care placed senior notes with a total volume of €750 million. The proceeds will be used for general corporate purposes, including the refinancing of existing financial liabilities.
The Supervisory Board was also in the year under review regularly informed about the Company’s compliance. Findings of the internal audit department were also taken into account. In particular, the Supervisory Board has also informed itself intensively and on an ongoing basis about the findings, assessments and recommendations of the independent expert (Monitor) engaged by the Company in fulfillment of its obligations under the agreements it entered into in March 2019 with the U.S. Department of Justice (DoJ) and the U.S. Securities and Exchange Commission (SEC) with a view to provisions of the U.S. Foreign Corrupt Practices Act (FCPA). The Monitor certified to the Company’s implementation of an effective anti-corruption compliance program on December 30, 2022, and has submitted her final certification report on January 31, 2023. Both the DoJ and SEC have confirmed that they accept the Monitor’s certification and have no objections or additional conditions. The Non-Prosecution Agreement expired on March 2, 2023, and the SEC order will expire on March 29, 2023.
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Conveniencetranslation
The Supervisory Board also received detailed reports on the IT security systems and measures implemented at Fresenius Medical Care.
Due to the COVID-19 pandemic, the Annual General Meeting of the Company in the year under review was held as a virtual general meeting without the physical presence of shareholders or their proxies. Further details can be found in the Declaration on Corporate Governance starting on page 126 of the Annual Report (Geschäftsbericht).
Committees of the Supervisory Board
The Supervisory Board has formed professionally qualified committees from among its members that support the Supervisory Board as a whole in its supervisory and advisory functions. The respective Chairs have regularly reported to the Supervisory Board on the work of the committees. Details of the composition of the Supervisory Board’s committees can be found in the Declaration on Corporate Governance which can be found starting on page 126 of the Annual Report.
Audit and Corporate Governance Committee
The Audit and Corporate Governance Committee convened twelve times in the past fiscal year. Of these meetings, four meetings were conducted in presence, two meetings were conducted as hybrid meetings, i.e., in presence with the possibility of virtual connection, and six meetings were conducted as video conferences.
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Conveniencetranslation
All members of this committee – Mr. Rolf A. Classon (Chair until December 31, 2022, since then ordinary member), Ms. Pascale Witz (Vice Chair until December 31, 2022, since then Chair) and Dr. Dorothea Wenzel (Vice Chair since January 1, 2023) – are financial experts according to section 100 paragraph 5 of the German Stock Corporation Act (AktG). Based on their many years of experience, they each have expertise in both accounting and auditing and are each independent within the meaning of the applicable provisions. Further details on the qualifications and independence of the members of the Audit and Corporate Governance Committee can be found in the Declaration on Corporate Governance starting on page 126 of the Annual Report.
In the past year, the committee dealt with the annual and consolidated financial statements, the proposal for the allocation of profit and the report according to Form 20-F for the SEC. It also discussed the quarterly reports with the Management Board. Also, the engagement pertaining to the audit of the consolidated financial statements according to the International Financial Reporting Standards (IFRS) and the internal controls concerning the financial reporting, which are part of the report according to Form 20-F, was issued by the committee. The committee further negotiated the fee agreement with the auditor. Audit focal points and further key audit matters of the past fiscal year were the assessment of the recoverability of goodwill, in particular for the group of cash-generating units of the regions North America and EMEA, the accounting effects of the business combination of InterWell Health, the valuation of receivables from dialysis treatments in the U.S., possible effects of the future change in segment reporting on the current fiscal year, the valuation of uncertain tax positions, the accounting treatment of significant litigations, the impact of cyber risks and the FME25 program on financial reporting and the impact of macroeconomic and geopolitical developments on the Fresenius Medical Care group as well as on the Company's financial statements, the valuation of investments in affiliated companies and the recognition of income from investments.
Representatives of the auditor participated in nearly all meetings of the committee and informed the members of the committee of their auditing activities. In addition, they provided information on any significant results of their audit and were available for additional information. In the absence of the members of the Management Board, they reported on the cooperation with them and shared their observations with the committee. The Audit and Corporate Governance Committee also consulted with the external auditors on a regular basis without the Management Board. The Chair of the Audit and Corporate Governance Committee also had regular exchanges with representatives of the auditor outside the meetings of the committee, in particular on the progress of the audit, and subsequently reported thereon to the Audit and Corporate Governance Committee.
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Conveniencetranslation
The Audit and Corporate Governance Committee dealt on several occasions with the monitoring of the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as with the audit of the financial statements – in particular the selection and independence of the auditor, the quality of the audit and the additional services provided by the auditor – as well as with the compliance management system. Further, the Audit and Corporate Governance Committee discussed with the auditor the audit risk assessment, the audit strategy and audit planning, and the audit results.
In the course of its audit, the auditor audited the internal control system in relation to the accounting process, the electronic reproduction of the consolidated financial statements and the group management report pursuant to section 328 paragraph 1 of the German Commercial Code (HGB) (so-called ESEF documents) as well as the early risk recognition system. The audit showed that the General Partner has appropriately implemented the measures required under section 91 paragraph 2 AktG, in particular regarding the establishment of a monitoring system, and that the monitoring system is suitable for the early identification of developments that may endanger the continued existence of the Company. The Management Board periodically reported to the committee on major individual risks. It also regularly informed the committee on the compliance situation as well as on the audit plans and results of the internal audit.
The committee again reviewed the business relations of the Fresenius Medical Care group companies to Fresenius SE & Co. KGaA and the latter’s affiliated companies. It was confirmed in each case that these relationships corresponded to those between unrelated third parties.
Certain transactions of the Company with related parties may be subject to the approval of the Supervisory Board pursuant to section 111b paragraph 1 AktG. The Supervisory Board has made use of the option to delegate the responsibility for the approval resolution to the Audit and Corporate Governance Committee. In the year under review, there were no transactions requiring such approval. In accordance with section 111a paragraph 2 sentence 2 AktG, the Audit and Corporate Governance Committee reviewed whether transactions between the Company and related parties were conducted in the ordinary course of business and at arm’s length. No objections were raised in this respect.
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Conveniencetranslation
The Chair of the Audit and Corporate Governance Committee regularly reported to the Supervisory Board on the results of the discussions and resolutions in the committee.
Nomination Committee
The Nomination Committee prepares candidate proposals and proposes to the Supervisory Board of the Company suitable candidates for its election proposals to the General Meeting. In the past fiscal year, the Nomination Committee did not convene since no meeting was required. The next regular elections of members to the Supervisory Board of the Company are scheduled for the 2025 Annual General Meeting of the Company.
Joint Committee
The Company has a Joint Committee which is composed of two members of the Supervisory Board of the General Partner as well as two members of the Supervisory Board of the Company. For certain matters, the Management Board requires the approval of the Joint Committee. In the past fiscal year, the Joint Committee did not convene since no meeting was required.
Dialog with Investors
The Chair of the Supervisory Board and the Lead Independent Director were also available for discussions with investors in the year under review to the extent permitted by law and in close consultation with the Management Board. In these discussions, investors were given the opportunity to exchange views with the Chair of the Supervisory Board and the Lead Independent Director on corporate governance issues falling within the remit of the Supervisory Board. Key topics in the year under review were the macroeconomic environment, the FME25 program, the new operating model (Care Delivery, Care Enablement), the composition of the Management Board, the preparation of the new compensation system for the Management Board to be introduced in 2024 and the consideration of environmental, social and governance (ESG) aspects also in the Supervisory Board.
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Conveniencetranslation
Corporate Governance
The members of the Supervisory Board in principle self-responsibly undertake educational and training measures required for their tasks, such as on changes in the legal framework and on new, future-oriented developments technologies, and are adequately supported in this respect by the Company.
In addition to the information provided to them by various external experts, also experts of the company’s departments regularly report on relevant developments, such as – for example – relevant new developments in the revision of legal rules or in jurisprudence and also about recent developments in regulations on accounting and audit. In this way, the Supervisory Board, with the company’s adequate assistance, ensures an ongoing qualification of its members and also a further development and updating of their expertise, power of judgment and experience which is required for the Supervisory Board including its committees to duly perform their tasks.
New members of the Supervisory Board can meet the members of the Management Board and specialist managers for a discussion of fundamental and current topics and thereby gain an overview of the relevant topics of the Company (Onboarding). For targeted further training, internal information events are offered as required. In the year under review, further training was provided for the members of the Supervisory Board on current developments in corporate governance and upcoming relevant legal regulations. These included the new version of the German Corporate Governance Code, the new legal provisions introduced by the Act on the Introduction of Virtual General Meetings of Stock Corporations, regulatory developments in the area of environment, social and governance (ESG), and new regulations of the New York Stock Exchange (NYSE) and the SEC associated with the listing of the Company as a foreign private issuer.
The Supervisory Board reports to the General Meeting on possible conflicts of interests of its members and on the treatment of such conflicts. In the year under review, there were no conflicts of interest of board members that would have been required to be disclosed to the Chair of the Supervisory Board and of which the Supervisory Board would inform the General Meeting.
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Conveniencetranslation
The Supervisory Board again carried out a self-assessment of its work under the direction of the Lead Independent Director and, to this purpose, in the year under review also sought the support of an external service provider specializing in self-assessments by supervisory boards of listed companies.
Further details on corporate governance, in particular on the independence of the Supervisory Board members, on the membership in the Supervisory Boards of the General Partner or Fresenius SE & Co. KGaA or the latter’s general partner, the qualification matrix for the implementation status of the profile of skills and expertise for the Supervisory Board, the age limit and the regular maximum tenure for membership in the Company’s Supervisory Board, as well as the self-assessment of the activities of the Supervisory Board and its committees, can be found in the Declaration on Corporate Governance starting on page 126 of the Annual Report. The Declaration on Corporate Governance was discussed by the Supervisory Board and approved in its meeting of March 14, 2023.
The Declaration on Corporate Governance also includes the Declaration of Compliance in relation to the German Corporate Governance Code according to section 161 AktG as resolved by the Management Board and Supervisory Board and published in December 2022. The Declaration of Compliance is permanently available to the public on the Company’s website at www.freseniusmedicalcare.com in the section “Investors” and there in the sub-section “Corporate Governance”.
Compensation Report
The Management Board and the Supervisory Board prepared a compensation report in accordance with section 162 AktG for the year under review. In accordance with section 162 paragraph 3 AktG, the compensation report was reviewed by the auditor to determine whether the legally required disclosures pursuant to section 162 paragraphs 1 and 2 AktG were made. In addition to the statutory requirements, the content of the report was also again reviewed by the auditor. The auditor confirmed that the compensation report, in all material respects, complies with the accounting provisions of section 162 AktG. In accordance with section 120 paragraph 4 AktG, the compensation report will be submitted to the General Meeting of the Company for approval.
12
Conveniencetranslation
Annual and consolidated financial statements
The annual financial statements and the management report of the Company were prepared in accordance with the regulations of the German Commercial Code (HGB). The consolidated financial statements and group management report follow section 315e of the German Commercial Code (HGB) in accordance with IFRS as applicable in the European Union. Accountancy, the annual financial statements, the management report as well as the consolidated financial statements and the group management report for fiscal year 2022 were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main (PwC). PwC is the auditor of the Company since fiscal year 2020 and was elected as auditor by resolution of the Annual General Meeting of May 12, 2022, for the year under review and mandated by the Supervisory Board. The auditor provided each of the aforementioned documents with an unqualified certificate. Mr. Peter Kartscher and Mr. Holger Lutz signed the respective audit certificate as the responsible auditors, as already in the two previous years. The audit reports of the auditor were made available to the Audit and Corporate Governance Committee and the Supervisory Board. The Audit and Corporate Governance Committee reviewed the annual and consolidated financial statements as well as the management reports and included the audit reports of, and the discussions with, the auditor in its discussions. The Audit and Corporate Governance Committee reported to the Supervisory Board on this.
The Supervisory Board also reviewed the annual financial statements, the management report, the consolidated financial statements and the group management report, in each case for the past fiscal year. The documents were provided to it in good time. The Supervisory Board declared its agreement with the result of the audit of the annual financial statements and the consolidated financial statements by the auditor. The representatives of the auditor who signed the audit reports participated in the discussions of the Supervisory Board of the annual and consolidated financial statements. They reported to the Supervisory Board on the significant findings of their audit and were available for additional information. Also according to the final results of its own review, no objections are to be raised by the Supervisory Board as regards the annual financial statements, the management report, the consolidated financial statements and the group management report.
13
Convenience translation
In its meeting on February 21, 2023, the Supervisory Board discussed the draft of the report according to Form 20-F. The report according to Form 20-F was filed with the SEC on February 22, 2023.
The annual financial statements and management report of the Company as well as the consolidated financial statements and the group management report for the past fiscal year, as presented by the General Partner, were approved by the Supervisory Board at its meeting on March 14, 2023.
The Supervisory Board also approved the General Partner’s proposal for the application of profit which provides for a dividend of € 1.12 for each share.
Separate Non-Financial Group Report
The separate Non-Financial Group Report of the Company was prepared in accordance with the regulations of the German Commercial Code (HGB) and the EU Taxonomy Regulation (Regulation (EU) 2020/852) and will be published separately from the group management report. This report documents the sustainability performance of Fresenius Medical Care in 2022. The reporting by Fresenius Medical Care is based on the international sustainability standards of the Global Reporting Initiative (GRI).
The Supervisory Board made use of the option to have the separate Non-Financial Group Report verified by an external auditor. The separate Non-Financial Group Report was subjected to a limited assurance engagement review by PwC in accordance with the international standard on assurance engagements ISAE 3000 (Revised). PwC issued a corresponding assurance statement.
The Supervisory Board, too, reviewed the separate Non-Financial Group Report. The documents were provided to it in good time. The Supervisory Board declared its agreement with the result of the limited assurance engagement by the auditor. The representatives of the auditor who signed the note on the limited assurance engagement participated in the discussions of the Supervisory Board of the separate Non-Financial Group Report. They reported to the Supervisory Board on the significant findings of their limited assurance engagement and were available for additional information. Also according to the final results of its own review, no objections are to be raised by the Supervisory Board as regards the separate Non-Financial Group Report.
14
Conveniencetranslation
Dependency report
The General Partner prepared a report on the Company’s relationships to Fresenius SE & Co. KGaA and the latter’s affiliates in accordance with section 312 AktG for the past fiscal year. The report contains the following concluding statement:
“With regard to the legal transactionsand measures listed in this report on the relationships to affiliated companies, FMC-AG & Co. KGaA received appropriate compensationfor each legal transaction in accordance with the circumstances of which we were aware at the time that the legal transactions were conducted.No reportable measures were taken or omitted in the reporting year.”
Both the Audit and Corporate Governance Committee and the Supervisory Board received the dependency report in good time and reviewed it. The auditor participated in the relevant meeting. It reported on the main results of its audit and was available for additional information. On February 24, 2023, the auditor added the following certificate to the dependency report:
“On thebasis of our proper audit and judgment we confirm that 1. the factual disclosures provided in the report are correct, 2. the considerationpaid by the Company for the legal transactions stated in the report was not inappropriately high.”
The Audit and Corporate Governance Committee and the Supervisory Board concur with the assessment of the auditor. Following the final results of its own review, the Supervisory Board does not raise any objections against the declaration of the General Partner at the bottom of the report on the relationships to affiliates.
15
Conveniencetranslation
Acknowledgements
Mr. Rice Powell retired from the Management Board on December 31, 2022, after more than twenty-five years of service to Fresenius Medical Care, including ten years as Chair of the Management Board. Mr. Powell has uniquely shaped Fresenius Medical Care with his dedication, commitment and expertise and has made an extraordinary contribution to the success of Fresenius Medical Care in many ways in his daily work. The Supervisory Board thanks Mr. Powell for his many years of work and his active and valuable commitment to Fresenius Medical Care.
Dr. Carla Kriwet, who had been appointed as a member and the Chair of the Management Board with effect from October 1, 2022, resigned from these positions by mutual agreement as of the end of December 5, 2022. The Supervisory Board thanks Dr. Kriwet for her work.
Finally, the Supervisory Board thanks the members of the Management Board as well as all employees of the group for their outstanding and tireless efforts in a remaining extremely challenging environment. Their work performed under difficult conditions in the past fiscal year is highly appreciated!
Bad Homburg v.d. Höhe, March 14, 2023
On behalf of the Supervisory Board
sgd. Dr. Dieter Schenk
Chair
16
Exhibit 99.3
| Convenience Translation |
|---|
Explanatory report of the General Partneron information according to Sec. 289a para. 1, Sec. 315a para. 1of the German Commercial Code
The information contained in the management report to the consolidated financial statements and the annual financial statements of Fresenius Medical Care AG & Co. KGaA for the fiscal year 2022 according to Sec. 289a para. 1, Sec. 315a para. 1 of the German Commercial Code (HGB) are explained as follows:
The share capital held by the Company's shareholders as of December 31, 2022, totals approximately €293 M, divided into 293,413,449 non-par bearer shares, and a nominal value of €1 each. As of December 31, 2022, the Company does not hold any treasury shares.
The rights of the shareholders are governed by the German Stock Corporation Act (AktG) and the Company's Articles of Association. According to these, each share shall be entitled to one vote at the Company's general meeting.
The General Partner, Fresenius Medical Care Management AG, in accordance with the Articles of Association is responsible for managing and representing the Company. It does not participate in the profit or loss or the net assets of the Company. The General Partner's management authority also encompasses exceptional management measures which do not require the approval of the shareholders. Vis-à-vis the General Partner, the Company is represented by its Supervisory Board.
The General Partner will cease to be General Partner of the Company if and when all shares in the General Partner entity are no longer held directly or indirectly by one party, which at the same time must hold, directly or indirectly by means of controlled company as defined in Section 17 (1) AktG, more than 25% of the Company's share capital. This does not apply if all the shares of the General Partner are held directly or indirectly by the Company. Additionally, the General Partner will cease to be the Company's General Partner if the shares in the General Partner are acquired by another person:
| • | who does not at the same time acquire shares<br>of the Company in the amount of more than 25% of the Company's share capital, or |
|---|---|
| • | who has not, within three months after the effectiveness<br>of such an acquisition, submitted a voluntary or mandatory takeover offer to the Company's shareholders according to the rules of<br>the German Securities Acquisition and Takeover Act (WpÜG); the fair consideration offered to the shareholders must also reflect the<br>consideration which the purchaser pays for the shares in the General Partner, if the amount for such consideration exceeds the amount<br>of its equity capital. |
| --- | --- |
1
| Convenience Translation |
|---|
The grounds for withdrawal of the General Partner as provided by the law remain unaffected.
As of December 31, 2022, Fresenius SE & Co. KGaA, Bad Homburg v. d. Höhe, Germany holds 94,380,382 shares of the Company, which corresponds to a 32.17% holding and hence exceeds 10% of the Company's total share capital.
The appointment and removal of members of the Management Board of the General Partner by its Supervisory Board are governed by Sections 84 and 85 AktG.
Amendments to the Articles of Association of the Company can be made in accordance with Sections 278 (3), 119 (1) No. 6, 179 in conjunction with 133 AktG. The Articles of Association entitle the Company's Supervisory Board to make amendments to the Articles of Association which concern only its wording without resolution of the general meeting.
The General Partner is entitled, subject to approval by the Supervisory Board, to increase the Company's share capital as follows in accordance with the resolutions passed by the shareholders at the general meeting:
| • | Authorization to increase on one or more occasions<br>until August 26, 2025 the Company's share capital by up to a total of €35 M by issuing new bearer ordinary shares in return<br>for cash contributions (Authorized Capital 2020/I). |
|---|---|
| • | Authorization to increase on one or more occasions<br>until August 26, 2025 the Company's share capital by up to a total of €25 M by issuing new bearer ordinary shares in return<br>for cash contributions and/or contributions in kind (Authorized Capital 2020/II). |
| --- | --- |
In both cases, the General Partner is entitled, with the approval of the Supervisory Board and in accordance with the resolutions passed at the general meeting, to take a decision on the exclusion of shareholders' pre-emption rights.
In addition, the share capital is subject to a conditional increase of up to €8.957 M. This conditional capital increase will only be carried out to the extent that options were issued in accordance with the Stock Option Plan 2011 based on the shareholders' resolutions of May 12, 2011 and May 12, 2016, provided the holders of such options exercises their rights and the Company does not issue any of its own treasury shares to settle those options. With regard to options issued to members of the Management Board of the General Partner, the Supervisory Board of that entity shall be responsible. Options under the Stock Option Plan 2011 could be issued for the last time in 2015 and can be exercised until 2023 at the latest if the exercise conditions are met.
In accordance with the resolution taken at the general meeting on May 20, 2021, the General Partner is authorized to acquire treasury shares until May 19, 2026 and up to a maximum of 10% of the share capital in place on the date of the resolution. At no time shall the acquired shares together with the treasury shares held by the Company or attributable to it pursuant to Sections 71a ff. AktG exceed 10% of the Company's share capital. The acquisition can be made via the stock exchange or by means of a public invitation to submit offers for sale. The authorization may not be used for the purposes of trading in its own shares. The General Partner is authorized to use the shares of the Company acquired on the basis of this or an earlier authorization for all legally admissible purposes, in particular also (i) to redeem them without any requirement for a further resolution to be taken at the general meeting, (ii) to sell them to third parties in return for contributions in kind, (iii) rather than using conditional capital, to award them to employees of the Company and its affiliates (including to members of the executive managements of affiliates) and to use them to service rights or commitments to acquire shares of the Company, and (iv) to service bonds with option or conversation rights issued by the Company or by affiliated companies as defined by Section 17 AktG. No treasury shares were acquired in 2022.
2
| Convenience Translation |
|---|
Under certain circumstances, a change of control resulting from a takeover offer could impact several of the Company's long-term financing arrangements which include market standard change of control clauses. These clauses give creditors the right to call for early repayment of outstanding amounts in the event of a change of control. However, with regard to most of these financing agreements – in particular in case of bonds placed on the capital markets – this right to terminate only exists if the change of control involves the Company's rating or the corresponding financing instrument being downgraded.
Hof an der Saale, March 2023
Fresenius Medical Care AG & Co. KGaA
represented by Fresenius Medical Care ManagementAG
as General Partner
| sgd. Helen Giza | sgd. Dr. Katarzyna Mazur-Hofsäß |
|---|---|
| Member of the Management Board | Member of the Management Board |
3
Exhibit 99.4
Supplemental InformationFOR HOLDERS OF AMERICAN DEPOSITARY SHARES TO ACCOMPANY THE INVITATION AND AGENDA FOR THE 2023 ANNUAL GENERAL MEETING
In this document (1) “FMC AG & Co. KGaA,” the “Company,” “we,” “us” or “our” refer to both Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares and to Fresenius Medical Care AG & Co. KGaA and its subsidiaries on a consolidated basis, (2) “Fresenius Medical Care AG” and “FMC AG” refer to the Company as a German stock corporation before the transformation of our legal form into a partnership limited by shares; (3) “Fresenius SE” refers to Fresenius SE & Co. KGaA, a German partnership limited by shares previously called Fresenius AG, a German stock corporation. “Group” refers to the Company including its subsidiaries. Each of “Management AG,” “FMC Management AG” and the “General Partner” refers to Fresenius Medical Care Management AG, FMC AG & Co. KGaA’s general partner and a wholly owned subsidiary of Fresenius SE. “Management Board” and “our Management Board” refer to the members of the management board of Management AG and, except as otherwise specified, “Supervisory Board” and “our Supervisory Board” refer to the supervisory board of FMC AG & Co. KGaA. “Ordinary shares” refers to the ordinary shares prior to the conversion in 2013 of our preference shares into ordinary shares. Following the conversion, we refer to our ordinary shares as “shares.” The terms “North America Segment,” “EMEA Segment,” “Asia-Pacific Segment” and “Latin America Segment” refer to our North America operating segment, Europe, Middle East and Africa operating segment, Asia-Pacific operating segment and Latin America operating segment, respectively, before the change in operating segments that occurred as of January 1, 2023. “THOUS” is used to denote the presentation of amounts in thousands and “M” is used to denote the presentation of amounts in millions. Share data are presented in actual amounts.
As a foreign private issuer under the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC), we are not subject to the SEC’s proxy rules. However, under the stipulations of the Pooling Agreement among us, Fresenius SE, our General Partner and our independent directors, FMC AG & Co. KGaA has agreed that in connection with any exercise of voting or consent rights by our shareholders, we will furnish to the SEC and make available for holders of our American Depositary Shares (ADSs) information which is generally comparable to that which would be provided by a U.S. corporation, except that we agreed to provide the following information as it would be provided by a foreign private issuer under the SEC’s rules:
| ● | (i) Security Ownership of Certain Beneficial<br>Owners of Fresenius Medical Care AG & Co. KGaA; |
|---|---|
| ● | (ii) Trading Markets for our Securities; |
| --- | --- |
| ● | (iii) Directors and Senior Management; |
| --- | --- |
| ● | (iv) Compensation of the Management Board<br>and the Supervisory Board; |
| --- | --- |
| ● | (v) Fresenius Medical Care AG &<br>Co. KGaA share-based plans; |
| --- | --- |
| ● | (vi) Material Transactions between FMC AG &<br>Co. KGaA and its subsidiaries and directors, officers and controlling persons of FMC AG & Co. KGaA; and |
| --- | --- |
| ● | (vii) Principal Accountant Fees and Services. |
| --- | --- |
The above information contained in this document has been derived principally from our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC (our 2022 20-F).
Our 2022 20-F is available on the web site maintained by the SEC at www.sec.gov and on our web site at www.freseniusmedicalcare.com on the “Investors” page under “News and Publications.” This Supplemental Information is available together with a convenience translation of the Agenda and Invitation to the Annual General Meeting (AGM) to be held on May 16, 2023 (the 2023 AGM Invitation) and certain other reports referred to in the 2023 AGM Invitation. Copies of these materials have been posted on the website for the AGM at www.freseniusmedicalcare.com/en/agm and may also be obtained from Bank of New York Mellon, the depositary for our ADSs (the Depositary).
| (i) | Security Ownership of Certain Beneficial Owners of Fresenius Medical Care AG & Co. KGaA and Fresenius SE &Co. KGaA |
|---|
Security ownership of certain beneficial owners of FreseniusMedical Care
Our outstanding share capital consists of shares issued only in bearer form. Accordingly, unless we receive information regarding acquisitions of our shares through a filing with the SEC or through the German statutory requirements referred to below, or except as described below with respect to our shares held in American Depositary Receipt (ADR) form, we, despite a right to request depositaries to disclose corresponding information, face difficulties precisely determining who our shareholders are at any specified time or how many shares any particular shareholder owns.
Since we are a foreign private issuer under the rules of the SEC, our directors and officers are not required to report their ownership of our equity securities or their transactions in our equity securities pursuant to Section 16 of the Securities and Exchange Act of 1934. However, persons who become “beneficial owners” of more than 5% of our shares are required to report their beneficial ownership pursuant to Section 13(d) of the Securities and Exchange Act of 1934.
1
In addition, under Article 19(1) of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation or MAR), persons discharging managerial responsibilities within an issuer of shares, as well as persons closely associated with them, are obliged to notify the issuer and the competent authority, i.e. for the Company as issuer, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), of every transaction conducted on their own account relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked thereto no later than three business days after the date of the transaction. This notification obligation applies once the volume of all transactions of such person conducted within a calendar year exceeds a total amount of €20 THOUS. Persons discharging managerial responsibilities include, inter alia, the members of management as well as supervisory boards. We post this information on our website at www.freseniusmedicalcare.com/en/investors/corporate-governance/managers-transactions.
In addition, holders of voting securities of a German company listed on the regulated market (Regulierter Markt) of a German stock exchange or a corresponding trading segment of a stock exchange within the European Union (EU) are, under Sections 33, 34 of the German Securities Trading Act (Wertpapierhandelsgesetz or WpHG), obligated to notify the company of held or attributed holding whenever such holding reaches, exceeds or falls below certain thresholds, which have been set at 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of a company’s outstanding voting rights. Such notification obligations will also apply pursuant to Section 38 of the WpHG to the direct or indirect holder of instruments granting an unconditional right to acquire voting rights when due or providing discretion as to the acquisition of shares or instruments that have a similar economic effect as well as pursuant to Section 39 of the WpHG to the aggregate of held or attributed voting rights and instruments (in each case excluding the 3% threshold).
Notifications we receive regarding acquisitions of holdings of voting rights are posted on our website at www.freseniusmedicalcare.com/en/home/mainnavigation/investors/notification-of-voting-rights.
Based on the most recent notices the Company received pursuant to Section 33 and 34 et seq. of the WpHG through March 27, 2023 from the shareholders listed below, they held (directly or indirectly) the following outstanding voting rights:
| ● | On March 22, 2023, BlackRock, Inc.,<br>Wilmington, Delaware, U.S., (BlackRock) with respect to attributed voting rights, disclosed pursuant to Sections 33, 34 of the WpHG that<br>3.20% of the voting rights of FMC AG & Co. KGaA and pursuant to Section 38 of the WpHG that instruments relating to 0.98%<br>of the voting rights of FMC AG & Co. KGaA were held as of March 17, 2023. |
|---|---|
| ● | On March 3, 2023, Harris Associates Investment<br>Trust, Boston, Massachusetts, U.S., disclosed pursuant to Section 33 of the WpHG that 3.01% of the voting rights of FMC AG &<br>Co. KGaA were held as of February 28, 2023. |
| --- | --- |
| ● | On January 6, 2023, Dodge & Cox<br>International Stock Fund, San Francisco, California, U.S., disclosed pursuant to Section 33 of the WpHG that 3.00% of the voting<br>rights of FMC AG & Co. KGaA were held as of January 3, 2023. |
| --- | --- |
| ● | On December 21, 2022, Harris Associates<br>L.P., Wilmington, Delaware, U.S., with respect to attributed voting rights, disclosed pursuant to Sections 33, 34 of the WpHG that 3.00%<br>of the voting rights of FMC AG & Co. KGaA were held as of December 19, 2022. |
| --- | --- |
| ● | On December 16, 2022, Dodge & Cox,<br>San Francisco, California, U.S., with respect to attributed voting rights, disclosed pursuant to Sections 33, 34 of the WpHG that 5.03%<br>of the voting rights of FMC AG & Co. KGaA were held as of December 13, 2022. |
| --- | --- |
| ● | On October 28, 2022, Richard Pzena, with<br>respect to attributed voting rights, disclosed pursuant to Sections 33, 34 of the WpHG that 5.20% of the voting rights of FMC AG &<br>Co. KGaA were held as of October 24, 2022. |
| --- | --- |
| ● | On July 14, 2022, Artisan Partners Asset<br>Management Inc., Wilmington, Delaware, U.S., with respect to attributed voting rights, disclosed pursuant to Sections 33, 34 of the WpHG<br>that 2.99% of the voting rights of FMC AG & Co. KGaA were held as of July 12, 2022. |
| --- | --- |
| ● | We have been informed that as of February 14,<br>2023, Fresenius SE owned 94,380,382 shares, or 32.2% of our outstanding shares. |
| --- | --- |
As the sole shareholder of our General Partner, Fresenius SE is barred from voting its shares on certain matters. See Item 16G, “Corporate governance – Supervisory Board” in our 2022 20-F. Subject to any applicable statutory limitations, all of our outstanding shares have the same voting rights.
As of December 31, 2022, no member of our Supervisory Board, the supervisory board of our General Partner or the Management Board beneficially owned 1% or more of our outstanding shares, according to the most recent information available. See our compensation report prepared in accordance with the requirements of section 162 of the German Stock Corporation Act (Compensation Report) for 2022 which is included in the 2023 AGM Invitation, available on our website at www.freseniusmedicalcare.com/en/agm for information regarding share-based compensation, including the grants of cash-settled performance shares and provisions of the compensation system providing for mandatory share retention to promote share ownership. Additionally, stock option and other share-based plans are discussed in detail in note 20 of the notes to our consolidated financial statements included in our 2022 20-F. For information regarding outstanding options to purchase our shares, see Item (v), “Fresenius Medical Care AG & Co. KGaA share-based plans – Information on holdings under share-based plans,” below.
2
Bank of New York Mellon, our depositary, informed us, that as of December 31, 2022, 52,072,506 ADRs were held of record by 2,368 U.S. holders. For additional information regarding our ADRs and ADSs, see “Description of Securities,” filed as Exhibit 2.1 to our 2022 20-F.
Security ownership of certain beneficial owners of FreseniusSE
Fresenius SE’s share capital consists solely of ordinary shares, issued only in bearer form. Accordingly, Fresenius SE has, despite a right to request depositaries to disclose corresponding information, difficulties precisely determining who its shareholders are at any specified time or how many shares any particular shareholder owns. However, under the WpHG, holders of voting securities of a German company listed on the regulated market (Regulierter Markt) of a German stock exchange or a corresponding trading segment of a stock exchange within the EU are obligated to notify a company of certain levels of holdings, as described above.
The Else Kröner-Fresenius-Stiftung is the sole shareholder of Fresenius Management SE, the general partner of Fresenius SE, and has sole power to elect the supervisory board of Fresenius Management SE. In addition, based on the most recent information available, the Else Kröner-Fresenius Stiftung owns approximately 26.96% of the Fresenius SE ordinary shares.
| (ii) | Trading Markets for our Securities |
|---|
Trading on the Frankfurt Stock Exchange
The principal trading market for our shares is the Frankfurt Stock Exchange (FWB® Frankfurter Wertpapierbörse). The ordinary shares of Fresenius Medical Care AG had been listed on the Frankfurt Stock Exchange since October 2, 1996. Trading in the ordinary shares of FMC AG & Co. KGaA on the Frankfurt Stock Exchange commenced on February 13, 2006 under the symbol FME.
Our shares have been listed on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange and on the Prime Standard of the Regulated Market, which is a sub-segment of the Regulated Market with additional post-admission obligations. Admission to the Prime Standard requires the fulfillment of the following transparency criteria: publication of quarterly reports, in both German and English; preparation of financial statements in accordance with international accounting standards (International Financial Reporting Standards, IFRS, or U.S. Generally Accepted Accounting Principles, U.S. GAAP); publication of a company calendar; convening of at least one analyst conference per year; and publication of ad-hoc notifications (i.e., certain announcements of certain price relevant material developments and events required to be made as soon as possible) in English. Companies aiming to be listed in this segment have to apply for admission.
FMC AG & Co. KGaA is included in the MDAX®, the index of the 50 listed stock corporations with legal or operative headquarters in Germany that rank in size immediately below the companies included in the DAX® index, with company size calculated based on market capitalization.
Deutsche Börse AG operates the Frankfurt Stock Exchange, which is the largest of the German stock exchanges by value of shares traded. Our shares are traded on Xetra, the electronic trading system of the Deutsche Börse. The trading hours for Xetra are between 9:00 a.m. and 5:30 p.m. Central European Time (CET). Only brokers and banks that have been admitted to Xetra by the Frankfurt Stock Exchange have direct access to the system and may trade on it. Private investors can trade on Xetra through their banks and brokers.
Deutsche Börse AG publishes information for all traded securities on the Internet, www.deutsche-boerse.com.
Transactions on Xetra and the Frankfurt Stock Exchange settle on the second business day following the trade. The Frankfurt Stock Exchange can suspend a quotation if orderly trading is temporarily endangered or if a suspension is deemed to be necessary to protect the public.
The Hessian Stock Exchange Supervisory Authority (Hessische Börsenaufsicht) and the Trading Monitoring Unit of the Frankfurt Stock Exchange (HÜSt Handelsüberwachungsstelle) both monitor trading on the Frankfurt Stock Exchange.
BaFin, an independent federal authority, is responsible for the general supervision of securities trading pursuant to MAR, WpHG and other applicable laws.
Trading on the New York Stock Exchange
ADSs representing the ordinary shares of Fresenius Medical Care AG had been listed on the New York Stock Exchange (NYSE) since October 1, 1996. Trading in the ADSs representing the ordinary shares of FMC AG & Co. KGaA on the NYSE, under the symbol FMS, commenced in February of 2006. Effective December 3, 2012, we effected a two-for-one split of our outstanding ADSs, which changed the ratio of our ADSs to shares from one ADSs representing one share to two ADSs representing one share. For additional information regarding ADSs see “Information pertaining to Item 12. Description of Securities Other than Equity Securities – D. American Depositary Shares – Description of American depositary receipts;” filed as Exhibit 2.1 to our 2022 20-F.
3
Dividends
We generally pay annual dividends on our shares in amounts that we determine on the basis of FMC AG & Co. KGaA’s prior year’s balance sheet profit (Bilanzgewinn) as shown in the statutory unconsolidated financial statements that we prepare under German law on the basis of the accounting principles of the German Commercial Code (Handelsgesetzbuch or HGB). The payment of dividends is subject to approval by a resolution of the general meeting of shareholders. Our goal is for the dividend development to be closely aligned with our growth in basic earnings per share, while maintaining dividend continuity.
The General Partner and our Supervisory Board propose dividends to the AGM and the AGM approves dividends. The dividends are paid in respect of the fiscal year preceding the respective AGM. Since all of our shares are in bearer form, we remit dividends to the depositary bank (Depotbank) on behalf of the shareholders.
The table below provides information regarding the annual dividend per share that we paid on our shares. These payments were made in the years shown in the table. They relate to the results of operations in the year preceding the payment.
| 2022 | 2021 | 2020 | ||||
|---|---|---|---|---|---|---|
| Per share amount | € | 1.35 | € | 1.34 | € | 1.20 |
At our AGM scheduled to be held on May 16, 2023, our General Partner and our Supervisory Board will propose to the shareholders a dividend of €1.12 per share for 2022, payable in 2023. The dividend is subject to approval by our shareholders at our AGM as described in the 2023 AGM Invitation.
Subject to certain exceptions generally arising out of U.S. registration requirements for certain non-cash dividends (as to which, see “Description of American depositary receipts” in Exhibit 2.1 to our 2022 20-F), holders of ADSs will be entitled to receive dividends on the shares represented by the respective ADSs. We will pay any cash dividends payable to such holders to the depositary in euros and, subject to certain exceptions, the depositary will convert the dividends into U.S. dollars and, after deduction of its fees and any taxes, distribute the dividends to ADS holders. For additional information regarding the distribution of dividends to ADS holders, see part D. “American Depositary Shares,” in the “Description of Securities” filed as Exhibit 2.1 to our 2022 20-F. Fluctuations in the exchange rate between the U.S. dollar and the euro will affect the amount of dividends that ADS holders receive. Dividends paid to holders and beneficial holders of the ADSs will be subject to deduction of German withholding tax. You can find a discussion of German withholding tax in Item 10.E, “Taxation" in our 2022 20-F.
| (iii) | Directors and Senior Management |
|---|
General
As a partnership limited by shares, under the German Stock Corporation Act (Aktiengesetz or AktG), our corporate bodies are our General Partner, our Supervisory Board and our general meeting of shareholders. Our sole General Partner is Management AG, a wholly-owned subsidiary of Fresenius SE. Management AG is required to devote itself exclusively to the management of Fresenius Medical Care AG & Co. KGaA.
For a detailed discussion of the legal and management structure of Fresenius Medical Care AG & Co. KGaA, including the more limited powers and functions of the Supervisory Board compared to those of the General Partner, see Item 16G, “Corporate governance – The legal structure of FMC AG & Co. KGaA,” in our 2022 20-F.
Our General Partner has a supervisory board and a management board. These two boards are separate and no individual may simultaneously serve as a member on both boards, or as a member of the General Partner’s management board and our Supervisory Board. A person may, however, serve on both the supervisory board of our General Partner and on our Supervisory Board.
Supervisory Board of the General Partner
The supervisory board of Management AG consists of six members who are elected by Fresenius SE (acting through its general partner, Fresenius Management SE or “Fresenius” in the context of Item (iii) of this Supplemental Information), the sole shareholder of Management AG. Pursuant to a pooling agreement for the benefit of the public holders of our shares, at least one-third (but no fewer than two) of the members of the General Partner’s supervisory board are required to be independent directors as defined in the pooling agreement, i.e., persons with no substantial business or professional relationship with us, Fresenius SE, the General Partner, or any affiliate of any of them, other than as a member of the General Partner's supervisory board, our Supervisory Board, or both.
Unless resolved otherwise by Fresenius SE in the general meeting of shareholders of Management AG, the terms of each of the members of the supervisory board of Management AG will expire at the end of the ordinary general meeting of shareholders held during the fourth fiscal year following the year in which the respective member was elected by Fresenius SE, but not counting the fiscal year in which such member’s term begins. Fresenius SE, as the sole shareholder of Management AG, is at any time entitled to re-appoint members of the Management AG supervisory board. The most recent election of a member of the General Partner’s supervisory board took place on September 26, 2022, by which Mr. Michael Sen became Chair and member of the General Partner’s supervisory board, effective October 1, 2022, elected for the time until our General Partner’s general meeting in 2025. Members of the General Partner’s supervisory board may be removed only by a court decision or by a resolution of Fresenius SE in its capacity as sole shareholder of the General Partner. Neither our shareholders nor our separate Supervisory Board has any influence on the appointment of the supervisory board of the General Partner.
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The General Partner’s supervisory board ordinarily acts by simple majority vote and the Chair has a tie-breaking vote in case of any deadlock. The principal function of the General Partner’s supervisory board is to appoint and to supervise the General Partner’s management board in its management of the Company and to approve mid-term planning, dividend payments and other matters which are not in the ordinary course of business and are of fundamental importance to us. The General Partner’s supervisory board is also responsible for determining the compensation for the individual members of the Management Board as well as determining and reviewing the compensation system for the members of the Management Board.
The table below provides the names of the current members of the supervisory board of Management AG and their ages. Dr. Schenk, Mr. Classon, Mr. Sorensen and Ms. Witz are also members of the Supervisory Board of FMC AG & Co. KGaA.
| Name | Age (as of<br><br> December 31, 2022) |
|---|---|
| Mr. Michael Sen, Chair ^(1) (2)^ | 54 |
| Dr. Dieter Schenk, Vice Chair^(1) (2) (4)^ | 70 |
| Mr. Rolf A. Classon^(1) (3) (4) (5)^ | 77 |
| Ms. Sara Hennicken | 42 |
| Mr. Gregory Sorensen, MD^(5)^ | 60 |
| Ms. Pascale Witz^(3)^ | 55 |
(1) Member of the Human Resources Committee of the supervisory board of Management AG
(2) Member Nomination Committee of the supervisory board of Management AG.
(3) Member of the Audit and Corporate Governance Committee of FMC AG & Co. KGaA.
(4) Member of the Nomination Committee of FMC AG & Co KGaA.
(5) Independent director for purposes of our pooling agreement
MR. MICHAEL SEN has been Chair of the supervisory board of Management AG since October 1, 2022. Mr. Sen is also the Chief Executive Officer of Fresenius SE and Chair of the Management Board of Fresenius Management SE since October 1, 2022. Mr. Sen joined the management board of Fresenius Management SE in April 2021 with responsibility for Fresenius Kabi AG, a wholly-owned subsidiary of Fresenius SE specializing in lifesaving medicines and technologies for infusion, transfusion and clinical nutrition. Mr. Sen will continue to serve as CEO of Fresenius Kabi until a successor is decided for this position. Since April 2021, he is also the Chair of the management board for Fresenius Kabi AG. Before joining Fresenius Kabi AG, Mr. Sen was a member of the Management Board of Siemens AG, where he was responsible for the health care business Siemens Healthineers and for Siemens’ energy business. Prior to that, he was Chief Financial Officer of E.ON SE. At the start of his professional career, Mr. Sen completed an apprenticeship at Siemens in Berlin and then studied business administration at the Technical University of Berlin.
DR. DIETER SCHENK has been Vice Chair of the supervisory board of Management AG since 2005 and is Vice Chair of the supervisory board of Fresenius Management SE. Dr. Schenk was elected as the Chair of our Supervisory Board in 2018 as well as member and chair of the supervisory board of VAMED AG as of December 14, 2022; previously Dr. Schenk served as the Vice Chair of our Supervisory Board. He is an attorney and tax advisor and was a partner in the law firm Noerr LLP from 1986 until December 31, 2017. Additionally, he also serves as the Chair of the supervisory board of Gabor Shoes AG, TOPTICA Photonics AG and, since December 14, 2022, VAMED AG, and served as the Chair of the supervisory board of HWT invest AG until September 30, 2022. Dr. Schenk is also Chair of the Foundation Board and of the Economic Council of Else Kröner-Fresenius-Stiftung, the sole shareholder of Fresenius Management SE, which is the sole general partner of Fresenius SE & Co. KGaA.
MR. ROLF A. CLASSON has been a member of the supervisory board of Management AG since July 7, 2011 and a member of our Supervisory Board since May 12, 2011. Mr. Classon also has served on the Board of Directors of Catalent Inc. since August 2014. Mr. Classon is a member of the Board of Directors of Bico Group AB since May 16, 2022 and was a member of the Board of Directors of Perrigo Company plc until May 6, 2022.
MS. SARA HENNICKEN became the Chief Financial Officer of Fresenius SE and a member of the supervisory board of Management AG on September 1, 2022. She is also a member of the supervisory board of Fresenius Kabi AG since September 1, 2022 and became its Chair on October 5, 2022 as well as member of the supervisory board of VAMED AG as of December 14, 2022. Ms. Hennicken joined Fresenius SE in 2019 as Senior Vice President Global Treasury & Corporate Finance for Fresenius and Fresenius Medical Care. Previously, she spent 14 years in investment banking, including nine years at Deutsche Bank, lastly as Managing Director and Senior Client Executive in Corporate Finance Coverage before moving to Fresenius. Between 2005 and 2010 she worked for Citigroup in Frankfurt and London. Ms. Hennicken studied economics in Germany and in the United States.
MR. GREGORY SORENSEN, MD, became a member of the supervisory board of the General Partner on May 20, 2021 and a member of the Supervisory Board on May 20, 2021. Mr. Sorensen holds an MD degree from Harvard Medical School, an MS in Computer Science from Brigham Young University and a BS in Biology from the California Institute of Technology. Mr. Sorensen has been Chief Executive Officer of DeepHealth, Inc. and Executive Chair of the Board of Directors of IMRIS (Deerfield Imaging, Inc.) since 2015. From 2011 until 2015, he was President and Chief Executive Officer of Siemens Medical Solutions USA, Inc. Mr. Sorensen was a member of the supervisory board of Siemens Healthineers AG until February 15, 2023.
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MS. PASCALE WITZ became a member of the supervisory board of Management AG in May 2021 and has been a member of our Supervisory Board since May 12, 2016. Ms. Witz is currently president of PWH Advisors, a strategic advisory firm serving Life Sciences companies. Ms. Witz was a member of the Executive Committee of Sanofi S.A., serving as Executive Vice President, Diabetes and Cardiovascular, after serving as Executive Vice President, Global Pharmaceutical Divisions. From 2009 to 2013, Ms. Witz was President and CEO of GE Healthcare Pharmaceutical Diagnostics. Previously, Ms. Witz held a number of other executive positions at GE Healthcare and Becton Dickinson. Ms. Witz has served on the Board of Directors of Regulus Therapeutics Inc. since June 1, 2017, Horizon Therapeutics since August 3, 2017 and Perkin Elmer Inc. since October 30, 2017.
The General Partner’s Management Board
Each member of the Management Board of Management AG is appointed by the supervisory board of Management AG for a maximum term of five years and is eligible for reappointment thereafter. Our General Partner’s supervisory board has resolved a standard age limit for the Management Board members. Board members of the General Partner shall, as a rule, retire from the Management Board at the end of the calendar year in which they reach the age of 65 years. The Management Board member serving as the Global Chief Medical Officer, Mr. Franklin W. Maddux, MD, who was originally appointed for the period until the end of 2022, reached the aforementioned standard age limit. In view of Mr. Maddux's extensive knowledge and the importance of the Global Medical Office in the Company’s operating model, the supervisory board of the General Partner resolved to appoint Mr. Maddux as a member of the Management Board for an additional five years, making an exception to the standard age limit. The exemption from the standard age limit is intended to ensure continuity of management in an area that is essential to the success of the Company during the current transformation phase.
The Management Board adopts resolutions at meetings by simple majority of votes cast, and outside the meetings by simple majority of its members. In case of a tie, the Chair of the Management Board has the casting vote.
As of January 1, 2023, we implemented our new global operating model as announced on November 2, 2021 and will begin reporting under the new model in the first quarter of 2023. Prior to January 1, 2023, discrete financial information was not provided to the chief operating decision maker on the basis of the new structure and the necessary system and reporting changes to effect the new structure were not in place. For further information, see Item 4.A “Information on the Company — A. History and development of the Company” and note 27 of the notes to the consolidated financial statements included in our 2022 20-F. New reporting lines reflecting the transformation to the new operating model became effective January 1, 2022, and are reflected in the information provided below for the Management Board and the Executive Committee of the General Partner, though the steering and monitoring of the Company and our operating segments through December 31, 2022 remained on a regional operating segment basis.
The table below provides names, positions and terms of office of the current members of the Management Board of Management AG and their ages:
| Name | Age (as of <br><br>February 22, 2023) | Position | Year term <br><br>expires |
|---|---|---|---|
| Ms. Helen Giza | 55 | Chief Executive Officer and acting Chief Financial Officer | 2027 |
| Mr. William Valle | 62 | Management Board Member responsible for Care Delivery | 2025 |
| Dr. Katarzyna Mazur-Hofsäß | 59 | Management Board Member responsible for Care Enablement | 2026 |
| Mr. Franklin W. Maddux, MD | 65 | Global Chief Medical Officer | 2027 |
MS. HELEN GIZA was appointed Chief Executive Officer of the Management Board effective December 6, 2022 and Chief Financial Officer of the Management Board effective November 1, 2019. Ms. Giza will continue to serve as acting Chief Financial Officer of the Management Board until a successor is decided for this position. Prior to joining Fresenius Medical Care, she was Chief Integration and Divestiture Management Officer at Takeda Pharmaceuticals. Before joining the Takeda Corporate Executive Team, she served as Chief Financial Officer of Takeda’s U.S. business unit from 2008 to 2018. Prior to that, she held a number of key international finance and controlling positions, amongst others, at TAP Pharmaceuticals and Abbott Laboratories. Ms. Helen Giza is a U.K. Chartered Certified Accountant and holds a Master of Business Administration from the Kellogg School of Management at Northwestern University in Evanston, Illinois, U.S.
MR. WILLIAM VALLE was appointed Chief Executive Officer for Fresenius Medical Care North America (FMCNA) effective January 2017 and a member of the Management Board on February 17, 2017. Effective January 1, 2022, Mr. Valle was designated Management Board member responsible for Care Delivery. Mr. Valle was Executive Vice President responsible for the dialysis service business and vascular access business of FMCNA from 2014 to 2017. Mr. Valle joined FMCNA in 2009 and has more than 30 years of experience in the dialysis industry, holding executive positions in sales, marketing and business development at several dialysis companies including Gambro Healthcare, Inc.
DR. KATARZYNA MAZUR-HOFSÄß was designated Management Board member responsible for Care Enablement effective January 1, 2022. She was previously appointed Chief Executive Officer for the EMEA Segment effective September 1, 2018. Since 2013, she was president for EMEA at the med-tech company Zimmer Biomet. In her 25 year-professional career, Dr. Mazur-Hofsäß gained extensive international experience in executive general management positions. She is a physician by educational background and holds a Ph.D. from Gdansk Medical University in Poland as well as an MBA from the Warsaw School of Economics and the University of Minnesota. Dr. Mazur-Hofsäß is a non-executive member of the Board of Directors of Smith & Nephew plc.
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MR. FRANKLIN W. MADDUX, MD was appointed Global Chief Medical Officer in 2019 and appointed to the Management Board on January 1, 2020. He is an expert nephrologist, IT entrepreneur and health care executive with more than 30 years of experience in health care. He joined the Company in 2009 and was appointed Executive Vice President for Clinical & Scientific Affairs and Chief Medical Officer for FMCNA in 2011, where he was responsible for the delivery of high-quality, value-based care for the largest integrated renal care network on the continent. His expertise and research interests have focused on quality care for chronic kidney disease patients around the world. He also serves as the Company’s board observer at Humacyte, Inc.
The Supervisory Board of FMC AG & Co. KGaA
Our Supervisory Board consists of six members who are elected by the shareholders of FMC AG & Co. KGaA in a general meeting. Generally, the terms of office of the members of the Supervisory Board will expire at the end of the general meeting of shareholders of FMC AG & Co. KGaA, in which the shareholders discharge the Supervisory Board for the fourth fiscal year following the year in which they were elected, but not counting the fiscal year in which such member’s term begins. The most recent regular elections took place on May 20, 2021. The Supervisory Board has further resolved a standard age limit for its members and shall, as a rule, only include persons who have not reached the age of 75 years at the time of their election or appointment. Before the expiration of their term, members of the Supervisory Board may be removed only by a court decision or by a resolution of the shareholders of FMC AG & Co. KGaA with a majority of three quarters of the votes cast at such general meeting.
Fresenius SE, as the sole shareholder of Management AG, our General Partner, is barred from voting for election and/or removal of members of the Supervisory Board as well as from voting on discharge of the Supervisory Board, but it nevertheless has and will retain significant influence over the membership of the Supervisory Board in the foreseeable future. See Item 16G, “Corporate governance – The legal structure of FMC AG & Co. KGaA” in our 2022 20-F.
The current Supervisory Board consists of six persons, four of whom – Messrs. Schenk (Chair), Classon (Vice Chair), Sorensen and Ms. Witz – are also members of the supervisory board of our General Partner. For information regarding those members of the supervisory board, see “The General Partner’s Supervisory Board,” above. The ages listed below are as of December 31, 2022.
PROF. DR. GREGOR ZÜND, 63, was appointed as a member of the Supervisory Board on October 29, 2018. Prof. Dr. Zünd has been Chief Executive Officer of the University Hospital of Zurich since 2016. As Director of Research and Education, he has been a member of the hospital’s executive board since 2008. In parallel, he has been Managing Director of the Center for Clinical Research and Head of the Surgical Research department at University Hospital Zurich. Until 2001, Prof. Zünd was Senior Physician at the Clinic for Cardiovascular Surgery at University Hospital Zurich. He spent several years at Texas Medical Center, Houston, and at Harvard Medical School, Boston. Gregor Zünd is a professor at the University of Zurich.
DR. DOROTHEA WENZEL, 53, became a member of the Supervisory Board effective May 16, 2019 and was the Executive Vice President and Head of the Global Business Unit Surface Solutions at Merck KGaA until September 1,2021. Dr. Wenzel has previously held a number of finance and business positions in the health care industry at Merck KGaA, AXA Krankenversicherung AG and Medvantis Holding AG. Dr. Wenzel was also a Member of the Staff of the Committee for the Sustainability of the Financing of the Social Security Systems of the Federal Ministry of Health (Germany). Dr. Wenzel holds a doctorate in Health Economics and a diploma in business & computer sciences from the Technical University of Darmstadt. Dr. Wenzel has been a member of the Board of Directors of H. Lundbeck A/S, Denmark, since March 23, 2021 and of DENTSPLY SIRONA Inc., USA, since February 24, 2022. Since May 2021, Dr. Wenzel has also served as the Lead Independent Director on our Supervisory Board, whose role is to ensure that the interests of all shareholders are given adequate consideration in the dealings, negotiations, discussions and decisions of the Supervisory Board. This role includes addressing matters relating to environmental, social and governance aspects of the Company as well as developing and proposing measures on such environmental, social and governance aspects.
The principal function of the Supervisory Board is to oversee the management of the Company but, in this function, the supervisory board of a partnership limited by shares has less power and scope for influence than the supervisory board of a stock corporation. The Supervisory Board is not entitled to appoint the General Partner or its executive bodies, nor may it subject the General Partner’s management measures to its consent or issue rules of procedure for the General Partner. Only the supervisory board of Management AG, elected solely by Fresenius SE, has the authority to appoint or remove members of the General Partner’s Management Board. See Item 16G, “Corporate governance – The legal structure of FMC AG & Co. KGaA” in our 2022 20-F. Among other matters, the Supervisory Board will, together with the General Partner, determine the agenda for the AGM and make recommendations with respect to the approval of the Company’s financial statements and dividend proposals. The Supervisory Board will also propose nominees for election as members of the Supervisory Board. The Audit and Corporate Governance Committee of the Supervisory Board also recommends to the Supervisory Board a candidate as the Company’s auditor to audit our German statutory financial statements to be proposed by the Supervisory Board to our shareholders for approval and, as required by the SEC and NYSE audit committee rules, retains the services of our independent auditors to audit our IFRS financial statements included in the periodic reports that we file with the SEC.
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The business address of all members of our Management Board and our Supervisory Board is Else-Kröner-Strasse 1, 61352 Bad Homburg, Germany.
Governance Matters and Board Practices
ADSs representing our shares are listed on the NYSE. However, because we are a “foreign private issuer,” as defined in the rules of the SEC, we are exempt from substantially all of the governance rules set forth in Section 303A of the NYSE’s Listed Companies Manual, other than the obligation to maintain an audit committee consisting solely of independent directors in accordance with Rule 10A-3 under the Exchange Act, the obligation to notify the NYSE if any of our executive officers becomes aware of any material non-compliance with any applicable provisions of Section 303A, the obligation to file annual and interim written affirmations, on forms mandated by the NYSE, relating to our compliance with applicable NYSE governance rules, and the obligation to disclose the significant ways in which the governance standards that we follow differ from those applicable to U.S. companies under the NYSE governance rules. Many of the governance reforms instituted by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including the requirements to provide shareholders with “say-on-pay” and “say-on-when” advisory votes related to the compensation of certain executive officers, are implemented through the SEC’s proxy rules. Because foreign private issuers are exempt from the proxy rules, these governance rules are not applicable to us. However, the Compensation System 2020+ for our Management Board was adopted subject to, and was approved by, our AGM on August 27, 2020. The Compensation System 2020+ is also reviewed by an independent external compensation expert as amendments to the system are made. A convenience translation of our Compensation Report for 2022 is included in the 2023 AGM Invitation. Similarly, the more detailed disclosure requirements regarding management compensation applicable to U.S. domestic companies (including requirements to provide pay ratio disclosure and a “Compensation Discussion and Analysis,” as well as disclosure of the relationship between executive compensation actually paid and a registrant’s financial performance pursuant to SEC rules and adopted in August 2022) are found in SEC Regulation S-K, whereas compensation disclosure requirements for foreign private issuers are set forth in Form 20-F. Item 6.B of Form 20-F generally requires foreign private issuers to disclose executive compensation on an individual basis for all officers unless the issuer does not disclose individual compensation pursuant to home country law or otherwise. We disclose the compensation paid to members of the Management Board, the Supervisory Board and the supervisory board of the General Partner on an individual basis in our Compensation Report.
In October 2022, the SEC issued its final compensation “clawback” (recovery) rule. That rule, originally proposed in 2015, directs U.S. stock exchanges to establish listing standards requiring their listed issuers to adopt, implement and disclose policies providing for the recovery, under certain circumstances, of incentive-based compensation paid on the basis of financial information that is subsequently restated. In addition, if a company is required to prepare such an accounting restatement, it will be required to disclose information regarding the enforcement of its recovery policy, including whether the company has foregone any such recovery under the limited conditions permitted by the rule and whether any executive officer owes any amounts of recoverable compensation to the company. The clawback rule and related disclosure requirements apply to both U.S. domestic and foreign private issuers and impose clawback requirements without fraud or other misconduct as a necessary prerequisite. We will also be required to file our incentive compensation recovery policy as an exhibit to our Form 20-F, which we anticipate will take place when we file our Form 20-F for 2023 (although we will likely be required to adopt our policy prior to that time). Under the terms and conditions of our LTIP 2016 plan, our MB LTIP 2019 plan and our MB LTIP 2020 plan, and the service agreements concluded with the members of the Management Board, the Company is entitled to reclaim certain previously earned and paid compensation components. Such right to reclaim exists in case of relevant violations of internal guidelines or undutiful conduct. The SEC’s clawback rule does not affect our rights to seek recovery under these compensation plans and service agreements, but any such recovery could not be applied to offset amounts due under the compensation recovery policy that we will be required to adopt. The Management Board is evaluating how the requirements of the rule will apply to us, and the Company will be preparing for the adoption of the required clawback policy.
In addition to the comparative governance disclosure requirements of Item 16G of Form 20-F, as a German company, we deal with governance matters in a Declaration on Corporate Governance (Erklärung zur Unternehmensführung) that we prepare and make available pursuant to Section 315d in conjunction with Section 289f of the German Commercial Code as well as in a Non-financial Group Report that we prepare and make available pursuant to Section 315c in conjunction with Sections 289c to 289e of the German Commercial Code and the EU Taxonomy Regulation. Our Declaration on Corporate Governance, in particular, includes information on the composition and practices of the Management Board, our Supervisory Board and the General Partner’s supervisory board and their respective committees. Our Declaration on Corporate Governance for 2022 is posted on our website at www.freseniusmedicalcare.com/en/investors/corporate-governance/declaration-on-corporate-governance.
Section 315c, in conjunction with Sections 289c to 289e, of the German Commercial Code, and the EU Taxonomy Regulation for sustainable activities require that we publish certain information regarding our sustainability performance in environmental, social and governance (ESG) matters. We publish such information in our Non-financial Group Report, which contains relevant information relating to social, employee and environmental matters, combating bribery and corruption and respect for human rights. Our Non-financial Group Report for 2022 is posted on our website at www.freseniusmedicalcare.com/en/investors/publications. In referencing our Non-financial Group Report and furnishing this website address in this report, however, we do not intend to incorporate any content from that report or information on our website into this report, and any information in our Non-financial Group Report or on our website should not be considered to be part of this report, except as expressly set forth herein.
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In contrast to our furnishing sustainability information regarding various ESG matters in a non-financial report, in March 2022 the SEC issued proposals to require disclosure regarding cybersecurity and climate-related matters in SEC reports and, for climate disclosure, registration statements filed with the SEC. The cybersecurity proposal would require current reporting about material cybersecurity incidents and periodic disclosures about a listed company’s policies and procedures to identify and manage cybersecurity risks, management’s role in implementing cybersecurity policies and procedures, the board of directors’ cybersecurity expertise, if any, and its oversight of cybersecurity risk. The climate proposal would require information about a company’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The required information about climate-related risks would also include disclosure of a company’s greenhouse gas (GHG) emissions (including an attestation report regarding such emissions by an independent expert in GHG emissions), and certain climate-related financial metrics would be required in a company’s audited financial statements. Each proposal would apply to both U.S. domestic and foreign private issuers.
As a German company FMC AG & Co. KGaA follows German corporate governance practices. German corporate governance practices generally derive from the provisions of the AktG, capital market related laws, the German Codetermination Act (Mitbestimmungsgesetz, or MitBestG) and the German Corporate Governance Code. Our Articles of Association also include provisions affecting our corporate governance. German standards differ from the corporate governance listing standards applicable to U.S. domestic companies which have been adopted by the NYSE. See Item 16.G “Corporate governance,” in our 2022 20-F for information regarding our organizational structure, management arrangements and governance, including information regarding the legal structure of a KGaA, management by a general partner, certain provisions of our Articles of Association and the role of the Supervisory Board in monitoring the management of our company by our General Partner. Item 16G. of our 2022 20-F includes a brief general summary of the principal differences between German and U.S. corporate governance practices, together with, as appropriate, a comparison to U.S. principles or practices. It should be noted that the information in the discussion below relating to the voting and other rights of our shareholders under our Articles of Association and German law applies only to persons who actually hold our shares, but not to holders of our ADSs. Holders of our ADSs have only the rights provided under the deposit agreement governing the terms of the ADSs. For detailed information regarding those rights, including information regarding how holders of ADSs may instruct the depositary to vote the shares represented by their ADSs, see the information under the heading “D. American Depositary Shares — Description of American depositary receipts” in Exhibit 2.1 to our 2022 20-F.
For information relating to the terms of office of the Management Board and the supervisory board of the General Partner, Management AG, and of the Supervisory Board, and the periods in which the members of those bodies have served in office, see Item (iii), “Directors and Senior Management,” above. For information regarding certain compensation payable to certain former members of the General Partner’s Management Board after termination of their employment and information regarding settlements with certain former members of the General Partner’s Management Board in connection with their respective departures from the Management Board in 2022, see our 2022 Compensation Report included in the 2023 AGM Invitation. The compensation system was approved by the ordinary general meeting of the Company on August 27, 2020 and the compensation to be granted to the members of the Management Board is determined by the full supervisory board of Management AG. It is assisted in these matters, particularly in the evaluation and assessment of the compensation of the members of the General Partner’s management board, by the Human Resources Committee of the General Partner’s supervisory board, the members of which currently are Mr. Michael Sen (Chair), Dr. Dieter Schenk (Vice Chair) and Mr. Rolf A. Classon.
The Audit and Corporate Governance Committee of the Supervisory Board currently consists of Ms. Pascale Witz (Chair), Dr. Dorothea Wenzel (Vice Chair) and Mr. Rolf A. Classon, all of whom are independent directors for purposes of SEC Rule 10A-3 and NYSE Rule 303A.06. The primary function of the Audit and Corporate Governance Committee is to assist FMC AG & Co. KGaA’s Supervisory Board in fulfilling its oversight responsibilities, primarily through:
| ● | overseeing FMC AG & Co. KGaA’s accounting and financial reporting processes, the performance<br>of the internal audit function and the effectiveness of the internal control system; |
|---|---|
| ● | overseeing the auditing of FMC AG & Co. KGaA’s financial statements; |
| --- | --- |
| ● | overseeing FMC AG & Co. KGaA’s sustainability related objectives and the auditing or assurance<br>of the Company’s sustainability reporting required by law; |
| --- | --- |
| ● | overseeing the independence and performance of FMC AG & Co. KGaA’s outside auditors; |
| --- | --- |
| ● | overseeing the effectiveness of our risk management system; |
| --- | --- |
| ● | overseeing the effectiveness of our systems and processes utilized to comply with relevant legal and regulatory<br>standards for global health care companies; |
| --- | --- |
| ● | overseeing our corporate governance performance according to the German Corporate Governance Code and<br>the applicable provisions of Section 303A of the New York Stock Exchange Listed Company Manual; |
| --- | --- |
| ● | overseeing, if applicable in addition to the Joint Committee (Gemeinsamer Ausschuss) of FMC AG &<br>Co. KGaA, our relationship with Fresenius SE and its affiliates; |
| --- | --- |
| ● | reporting by FMC AG & Co. KGaA’s outside auditors directly to the Audit and Corporate Governance<br>Committee; and |
| --- | --- |
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| ● | performing such other functions and exercising such other responsibilities as are required to be performed<br>or exercised by audit committees by applicable law or as may be delegated to the Audit and Corporate Governance Committee by the Supervisory<br>Board. |
|---|
In 2005, we established a joint committee (the Joint Committee) (Gemeinsamer Ausschuss) of FMC AG & Co. KGaA consisting of four members, two of which are members of the supervisory board of the General Partner, Management AG, designated by the General Partner, and two of which are members of our Supervisory Board elected by the AGM. The two members from the supervisory board of the General Partner are Mr. Michael Sen and Ms. Sara Hennicken. The two members from our Supervisory Board are Dr. Dorothea Wenzel and Mr. Rolf A. Classon. The Joint Committee advises on and approves certain extraordinary management measures, including:
| ● | transactions between us and Fresenius SE and<br>its subsidiaries (other than the Company and subsidiaries of the Company) if considerable importance is attributed to them and the value<br>exceeds 0.25% of our consolidated revenue, and |
|---|---|
| ● | acquisitions and sales of significant participations<br>and parts of companies, the spin-off of significant parts of our business, initial public offerings of significant subsidiaries and similar<br>matters. A matter is “significant” for purposes of this approval requirement if 40% of our consolidated revenues, our consolidated<br>balance sheet total assets or consolidated profits, determined by reference to the arithmetic average of the said amounts shown in our<br>audited consolidated accounts for the previous three fiscal years, are affected by the matter. |
| --- | --- |
Furthermore, a nomination committee prepares candidate proposals for the Supervisory Board and suggests suitable candidates to the Supervisory Board and for its election proposals to the General Meeting. The nomination committee of the Supervisory Board currently consists of Dr. Dieter Schenk (Chair), Mr. Rolf A. Classon (Vice Chair) and Dr. Dorothea Wenzel.
Furthermore, the supervisory board of Management AG has its own nomination committee, which consists of Mr. Michael Sen (Chair) and Dr. Dieter Schenk (Vice Chair).
| ● | We are exempt from the NYSE rule requiring<br>companies listed on that exchange to maintain compensation committees and nominating committees consisting of independent directors. See<br>Item 16G, “Corporate governance” in our 2022 20-F. |
|---|---|
| (iv) | Compensation of the Management Board and the Supervisory Board |
| --- | --- |
We are exempt from NYSE and SEC rules requiring listed companies to maintain compensation committees consisting of independent directors. We are also not subject to the compensation disclosure provisions of SEC Regulation S-K, which include a requirement to provide a “Compensation Discussion and Analysis” explaining the material elements of the compensation paid to a company’s CEO, CFO, and certain other highly compensated executive officers or employees. See Item 16G, “Corporate Governance” in our 2022 20-F. Instead, as a German publicly-held company, we prepare a compensation report in accordance with the requirements of section 162 of the German Stock Corporation Act.
A convenience translation of the Compensation Report of FMC AG & Co. KGaA is included in the 2023 AGM Invitation, which is available on the Company’s website at www.freseniusmedicalcare.com/en/agm.
| (v) | Fresenius Medical Care AG & Co. KGaA share-based plans |
|---|
As of December 31, 2022, the Company has various share-based compensation plans, which may either be equity- or cash-settled and are accounted for in accordance with IFRS 2.
General information on Fresenius MedicalCare AG & Co. KGaA long-term incentive plans (Performance Shares)
These share-based compensation plans enable the members of the Management Board, the members of the management boards of affiliated companies, managerial staff members and the senior members of the Company's managerial staff who serve on the Company's Executive Committee (Executive Committee) to adequately participate in the long-term, sustained success of the Company. The Fresenius Medical Care AG & Co. KGaA Long Term Incentive Plan 2016 (LTIP 2016), the Fresenius Medical Care AG & Co. KGaA NxStage Long Term Incentive Plan (NxStage LTIP), the Fresenius Medical Care Management Board Long Term Incentive Plan 2019 (MB LTIP 2019), the Fresenius Medical Care AG & Co. KGaA Long Term Incentive Plan 2019 (LTIP 2019), the Fresenius Medical Care Management Board Long Term Incentive Plan 2020 (MB LTIP 2020) and the Fresenius Medical Care AG & Co. KGaA Long Term Incentive Plan 2022+ (LTIP 2022+) are each variable compensation programs with long-term incentive effects which allocate or allocated so-called “Performance Shares.” Performance Shares are non-equity, cash-settled virtual compensation instruments which may entitle plan participants to receive a cash payment depending on the achievement of pre-defined performance targets further defined below as well as the Company’s share price development.
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The following table provides an overview of these plans.
| LTIP 2022+ | MB LTIP 2020 | LTIP 2019 | MB LTIP 2019 | NxStage LTIP | LTIP 2016 | |
|---|---|---|---|---|---|---|
| Eligible persons | Other Plan participants | Members of the Management Board and certain members of the Executive Committee | Other Plan participants | Members of the Management Board | Other Plan participants | Members of the Management Board and other plan participants |
| Years in which an allocation occurred | 2022 | 2020–2022 | 2019–2021 | 2019 | 2019 | 2016–2018 |
| Months in which an allocation occurred | July, December | November (2020),<br><br> <br>March (2021, 2022), October (2022) | July, December | July, December | February | July, December |
Under the current compensation system, the supervisory board of Management AG defines an initial value for each Management Board member’s allocation by applying a multiplier to the relevant base salary. Such allocation value equals 135% (multiplier of 1.35) of the relevant base salary. In case of appointments to the Management Board during a fiscal year, the amount to be allocated to such member can be pro-rated. For other plan participants, the determination of the allocation value will be made by the Management Board, taking into account the individual responsibility of each plan participant. The initial allocation value is determined in the currency in which the respective participant receives his or her base salary at the time of the allocation. In order to determine the number of Performance Shares each plan participant receives, the respective allocation value will be divided by the value per Performance Share at the time of the allocation, which is mainly determined based on the average price of the Company’s shares over a period of thirty calendar days prior to the respective allocation date.
During 2022, the Company allocated 241,835 Performance Shares under the MB LTIP 2020 at a measurement date weighted average fair value of €28.37 each and a total fair value of €6,861 THOUS, which will be revalued if the fair value changes. The total fair value will be amortized over the vesting period.
During 2022, the Company allocated 1,737,591 Performance Shares under the LTIP 2022+ at a measurement date weighted average fair value of €27.33 each and a total fair value of €47,488 THOUS, which will be revalued if the fair value changes. The total fair value will be amortized over the vesting period.
During 2021, the Company allocated 192,446 Performance Shares under the MB LTIP 2020 at a measurement date weighted average fair value of €54.69 each and a total fair value of €10,525 THOUS, which will be revalued if the fair value changes. The total fair value will be amortized over the vesting period.
During 2021, the Company allocated 935,814 Performance Shares under the LTIP 2019 at a measurement date weighted average fair value of €53.27 each and a total fair value of €49,851 THOUS, which will be revalued if the fair value changes. The total fair value will be amortized over the vesting period.
During 2020, the Company allocated 159,607 Performance Shares under the MB LTIP 2020 at a measurement date weighted average fair value of €64.20 each and a total fair value of €10,247 THOUS, which will be revalued if the fair value changes. The total fair value will be amortized over the vesting period.
During 2020, the Company allocated 800,165 Performance Shares under the LTIP 2019 at a measurement date weighted average fair value of €64.06 each and a total fair value of €51,259 THOUS, which will be revalued if the fair value changes. The total fair value will be amortized over the vesting period.
The number of allocated Performance Shares may change over the performance period of three years, depending on the level of achievement of the following: (i) Revenue growth at constant currency (Revenue Growth), (ii) Net Income growth at constant currency (Net Income Growth) and (iii) Return On Invested Capital (ROIC).
Revenue, Net Income and ROIC are determined according to the Company’s consolidated reported and audited figures in Euro for the financial statements prepared in accordance with IFRS, applying the respective plan terms. Revenue Growth, Net Income Growth, for the purpose of the relevant plan, are determined at constant currency.
Fresenius Medical Care AG & Co.KGaA long-term incentive plans during 2022 (Performance Shares)
The supervisory board of Management AG has approved and adopted the MB LTIP 2020 effective January 1, 2020, for members of the Management Board and, as subsequently agreed, certain members of the Executive Committee. For the members of the management boards of affiliated companies and managerial staff members, the Management Board has approved and adopted the LTIP 2022+ effective January 1, 2022.
For allocations in fiscal year 2022, the target achievements of the performance targets Revenue Growth and Net Income Growth are calculated based on a Compound Annual Growth Rate (CAGR) over the 3-year performance period. The basis for the first annual growth rate is 2021. For ROIC, annual target values apply. For all three performance targets, target achievement corridors which will be used for the calculation of the respective target achievements were defined.
For allocations in fiscal year 2022, the degree of target achievement for all three performance targets is weighted with 1/3 for the purpose of determining the overall target achievement at the end of the performance period. The relevant target achievement for Revenue Growth and Net Income Growth is determined based on the CAGR over the entire performance period. The relevant target achievement for the ROIC target is determined based on the average annual target achievement for the ROIC during the performance period (i.e., 1/3 weighting per performance year). The overall target achievement will not exceed 200%.
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The number of performance shares allocated to plan participants at the beginning of the performance period is multiplied with the degree of overall target achievement to determine the final number of performance shares.
For the MB LTIP 2020, the final number of Performance Shares is generally deemed earned three years after the day of an allocation. The number of such vested Performance Shares is then multiplied by the average Company share price over a period of thirty calendar days prior to the lapse of this vesting period. The respective resulting amount, which is capped in total at an amount equaling 400% of the allocation value received by the participant and which can be reduced to meet the respective maximum compensation of the participant, less taxes and contributions is transferred to a credit institution which uses it for the purchase of shares of the Company on the stock exchange on behalf of the participant. The shares acquired in this way are subject to a holding period of at least one year. After the lapse of this holding period, the participant can decide to further hold or sell these shares.
For the LTIP 2022+, the final number of Performance Shares generally vests three years after the allocation date. The number of vested performance shares is then multiplied with the average share price of the Company during a period of 30 days prior to the end of this vesting period. The resulting amount, which is capped in total at an amount equaling 400% of the allocation value received by the participant, will then be paid to the plan participants as cash compensation.
Fresenius Medical Care AG & Co.KGaA long-term incentive plans during 2016–2021 (Performance Shares)
Allocations under the LTIP 2016 could be made throughout 2016 to 2018, under the MB LTIP 2019 in 2019 and under the LTIP 2019 throughout 2019 to 2021. In 2019, an allocation under the NxStage LTIP was made to the management board and managerial staff members of NxStage Medical, Inc. (NxStage) in the course of the integration of NxStage into the Company. Allocations under the MB LTIP 2020 can be made since January 1, 2020.
For Performance Shares allocated throughout 2020 to 2021, for the fiscal years 2020, 2021 and 2022, an annual target achievement level of 100% will be reached for the Revenue Growth performance target if Revenue Growth is 6%; Revenue Growth of 1% will lead to a target achievement level of 0% and the maximum target achievement level of 200% will be reached in case of Revenue Growth of at least 11%. If Revenue Growth ranges between these values, the degree of target achievement will be linearly interpolated between these values.
For Performance Shares allocated throughout 2020 to 2021, for the fiscal years 2020, 2021 and 2022, an annual target achievement level of 100% for the Net Income Growth performance target will be reached if Net Income Growth is 5%. In case of Net Income Growth of 0%, the target achievement level will also be 0%; the maximum target achievement of 200% will be reached in the case of Net Income Growth of at least 10%. If Net Income Growth ranges between these values, the degree of target achievement will be linearly interpolated between these values.
For Performance Shares allocated throughout 2020 to 2021, for the fiscal years 2020, 2021 and 2022, an annual target achievement level of 100% for the ROIC performance target will be reached if ROIC is 6.0%. In case of a ROIC of 5.5%, the target achievement level will be 0%; the maximum target achievement of 200% will be reached in the case of a ROIC of at least 6.5%. Between these values, the degree of target achievement will be determined by means of linear interpolation.
For Performance Shares allocated throughout 2016 to 2019, for each individual year of the three-year performance period an annual target achievement level of 100% will be reached for the Revenue Growth performance target if Revenue Growth is 7%; Revenue Growth of 0% will lead to a target achievement level of 0% and the maximum target achievement level of 200% will be reached in case of Revenue Growth of at least 16%. If Revenue Growth ranges between these values, the degree of target achievement will be linearly interpolated between these values.
For Performance Shares allocated throughout 2016 to 2019, for each individual year of the three-year performance period an annual target achievement level of 100% for the Net Income Growth performance target will be reached if Net Income Growth is 7%. In case of Net Income Growth of 0%, the target achievement level will also be 0%; the maximum target achievement of 200% will be reached in the case of Net Income Growth of at least 14%. Between these values, the degree of target achievement will be determined by means of linear interpolation.
For Performance Shares allocated throughout 2016 to 2019, an annual target achievement level of 100% for ROIC will be reached if the target ROIC as defined for the applicable year is reached. For Performance Shares allocated throughout 2016 to 2019, the target ROIC is 7.3% for 2016, 7.5% for 2017, 7.7% for 2018, 7.9% for 2019 8.1% for 2020 and 8.1% for 2021. A target achievement level of 0% will be reached if the ROIC falls below the target ROIC for the applicable year by 0.2 percentage points or more, whereas the maximum target achievement level of 200% will be reached if the target ROIC for the respective year is exceeded by 0.2 percentage points or more. The degree of target achievement will be determined by means of linear interpolation if the ROIC ranges between these values. In case the annual ROIC target achievement level in the third year of a performance period for Performance Shares allocated throughout years 2016 to 2019 is equal to or higher than the ROIC target achievement level in each of the two previous years of such performance period, the ROIC target achievement level of the third year is deemed to be achieved for all years of the applicable performance period.
For Performance Shares allocated throughout 2016 to 2021, the target achievement level for each of the three performance targets will be weighted annually at one-third to determine the yearly target achievement for each year of the three-year performance period. The level of overall target achievement over the three-year performance period will then be determined on the basis of the mean of these three average yearly target achievements. The overall target achievement can be in a range of 0% to 200%.
12
For Performance Shares allocated in fiscal year 2019 under the LTIP 2019, the level of target achievement may be subject to an increase if certain targets in relation to the second phase of the Company’s Global Efficiency Program (GEP-II targets), which are measured at constant currency, and in relation to the Free Cash Flow (Free Cash Flow target) are achieved. For these Performance Shares, the overall target achievement shall be increased by 20 percentage points if the GEP-II targets achievement is 100%. Furthermore, the overall target achievement for these Performance Shares shall be increased by 20 percentage points if the Free Cash Flow target achievement is 200%. In case of a GEP-II targets achievement between 0% and 100% and a Free Cash Flow target achievement between 0% and 200%, the increase of the overall target achievement will be calculated by means of linear interpolation. The overall target achievement shall not exceed 200%.
The number of Performance Shares allocated to the plan participants at the beginning of the performance period will each be multiplied by the level of overall target achievement in order to determine the final number of Performance Shares.
For the MB LTIP 2020, the final number of Performance Shares is generally deemed earned three years after the day of an allocation. The number of such vested Performance Shares is then multiplied by the average Company share price over a period of thirty calendar days prior to the lapse of this vesting period. The respective resulting amount, which is capped in total at an amount equaling 400% of the allocation value received by the participant and which can be reduced to meet the respective maximum compensation of the participant, less taxes and contributions is transferred to a credit institution which uses it for the purchase of shares of the Company on the stock exchange on behalf of the participant. The shares acquired in this way are subject to a holding period of at least one year. After the lapse of this holding period, the participant can decide to further hold or sell these shares.
For the LTIP 2019, the final number of Performance Shares is generally deemed earned three years after the day of a respective allocation. The number of such vested Performance Shares is then multiplied by the average Company share price over a period of thirty calendar days prior to the lapse of this vesting period. The respective resulting amount, which is capped in total at an amount equaling 400% of the allocation value received by the participant, will then be paid to the plan participants as cash compensation.
For the MB LTIP 2019, the final number of Performance Shares is generally deemed earned four years after the day of a respective allocation. The number of such vested Performance Shares is then multiplied by the average Company share price over a period of thirty calendar days prior to the lapse of this vesting period. The resulting amount will then be paid to the plan participants as cash compensation.
For the NxStage LTIP, the final number of Performance Shares allocated in February 2019 is generally deemed earned in December 2022. The number of such vested Performance Shares is then multiplied by the average Company share price over a period of thirty calendar days prior to the lapse of this vesting period. The resulting amount will then be paid to the plan participants as cash compensation.
For the LTIP 2016, the final number of Performance Shares is generally deemed earned four years after the day of an allocation. The number of such vested Performance Shares is then multiplied by the average Company share price over a period of thirty calendar days prior to the lapse of this vesting period. The resulting amount will then be paid to the plan participants as cash compensation.
Fresenius Medical Care AG & Co.KGaA long-term incentive program 2011 (stock options and Phantom Stock)
On May 12, 2011, the 2011 SOP was established by resolution of the Company’s AGM. The 2011 SOP, together with the Phantom Stock Plan 2011, which was established by resolution of the General Partner’s Management and supervisory boards, forms the Company’s LTIP 2011. Under the LTIP 2011, participants were granted awards, which consisted of a combination of stock options and Phantom Stock. Awards under the LTIP 2011 were subject to a four-year vesting period. Vesting of the awards granted was subject to achievement of pre-defined performance targets. The 2011 SOP was established with a conditional capital increase up to €12,000 THOUS subject to the issue of up to twelve million non-par value bearer ordinary shares with a nominal value of €1.00 per share. The final grant under the LTIP 2011 was made in December 2015.
Stock options granted under the LTIP 2011 have an eight-year term and can be exercised for the first time after a four-year vesting period. The exercise price of stock options granted under the LTIP 2011 shall be the average stock exchange price on the Frankfurt Stock Exchange of the Company’s shares during the 30 calendar days immediately prior to each grant date. Stock options granted under the LTIP 2011 to U.S. participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Stock options under the LTIP 2011 are not transferable by a participant or a participant’s heirs, and may not be transferred, pledged, assigned, or disposed of otherwise.
Phantom Stock awards under the LTIP 2011 entitled the holders to receive payment in euro from the Company upon exercise of the Phantom Stock. The payment per Phantom Stock in lieu of the issuance of such stock was based upon the share price on the Frankfurt Stock Exchange of one of the Company’s shares on the exercise date. Phantom Stock awards had a five-year term and could be exercised for the first time after a four-year vesting period. For participants who were U.S. taxpayers, the Phantom Stock was deemed to be exercised in any event in the month of March following the end of the vesting period.
13
Information on holdings under share-basedplans
At December 31, 2022 and 2021, the members of the Management Board and plan participants other than the members of the Management Board held the following Performance Shares under the share-based plans:
Outstanding Performance Shares
| 2022 | 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Members of <br><br>the<br><br> Management<br><br> Board | Other plan<br><br> participants | Total | Members of <br><br>the <br><br>Management<br><br> Board | Other plan<br><br> participants | Total | |||||||
| LTIP 2022+ | — | 1,676,091 | 1,676,091 | — | — | — | ||||||
| MB LTIP 2020 | 409,511 | 163,031 | 572,542 | 352,053 | — | 352,053 | ||||||
| LTIP 2019 | — | 1,525,120 | 1,525,120 | 8,869 | 2,399,649 | 2,408,518 | ||||||
| MB LTIP 2019 | 24,326 | 19,372 | 43,698 | 102,435 | 12,564 | 114,999 | ||||||
| NxStage LTIP | — | — | — | — | 32,054 | 32,054 | ||||||
| LTIP 2016 | — | — | — | 56,624 | 366,059 | 422,683 |
Additionally, at December 31, 2022, the members of the Management Board held 209,400 stock options (December 31, 2021: 455,970) and plan participants other than the members of the Management Board held 2,261,716 stock options (December 31, 2021: 2,557,339) under the 2011 SOP.
Additional information on share-based plans
The table below provides reconciliations for stock options outstanding at December 31, 2022, 2021 and 2020.
Transactions
| Options | Weighted<br> average<br> exercise price | ||
|---|---|---|---|
| in thousands | in | ||
| Stock options for shares | |||
| Balance at December 31, 2020 | 3,201 | ||
| Granted | — | ||
| Exercised ^(1)^ | 128 | ||
| Expired | 60 | ||
| Balance at December 31, 2021 | 3,013 | ||
| Granted | — | ||
| Exercised ^(2)^ | 409 | ||
| Expired | 133 | ||
| Balance at December 31, 2022 | 2,471 |
All values are in Euros.
| (1) | The average share price at the date of exercise of the options was €65.92. |
|---|---|
| (2) | The average share price at the date of exercise of the options was €54.00. |
14
The following tables provide a summary of fully vested options outstanding and exercisable at December 31, 2022 and 2021, respectively:
Outstanding and exercisable stock options 2022
| Outstanding | Exercisable | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Range of exercise prices in | Number of<br> options | Weighted <br> average<br> remaining<br> contractual life | Weighted average exercise price in | Number of<br> options | Weighted average exercise price in | ||||
| 45.01 | 50.00 | — | |||||||
| 50.01 | 55.00 | — | |||||||
| 55.01 | 60.00 | — | |||||||
| 60.01 | 65.00 | — | |||||||
| 65.01 | 70.00 | — | |||||||
| 70.01 | 75.00 | — | |||||||
| 75.01 | 80.00 | 2,471,116 | 0.58 | 2,471,116 | |||||
| 2,471,116 | 0.58 | 2,471,116 |
All values are in Euros.
Outstanding and exercisable stock options 2021
| Outstanding | Exercisable | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Range of exercise prices in | Number of<br><br> options | Weighted<br><br> average<br><br> remaining<br><br> contractual life | Weighted<br> average<br> exercise price<br> in | Number of<br><br> options | Weighted<br> average<br> exercise price<br> in | ||||
| 45.01 | 50.00 | 488,745 | 0.57 | 488,745 | |||||
| 50.01 | 55.00 | — | — | — | |||||
| 55.01 | 60.00 | 31,080 | 0.92 | 31,080 | |||||
| 60.01 | 65.00 | — | — | — | |||||
| 65.01 | 70.00 | — | — | — | |||||
| 70.01 | 75.00 | — | — | — | |||||
| 75.01 | 80.00 | 2,493,484 | 1.58 | 2,493,484 | |||||
| 3,013,309 | 1.41 | 3,013,309 |
All values are in Euros.
During the fiscal years ended December 31, 2022, 2021, and 2020, the Company received cash of €20,427 THOUS, €6,367 THOUS and €12,445 THOUS, respectively, from the exercise of stock options (see note 17 of the notes to the consolidated financial statements included in our 2022 20-F). The intrinsic value of stock options exercised for the twelve-month periods ended December 31, 2022, 2021, and 2020 was €1,665 THOUS, €2,056 THOUS and €4,402 THOUS, respectively.
The compensation expense related to cash-settled share-based payment transactions is determined based upon the fair value at the measurement date and the number of Phantom Stock or Performance Shares allocated which will be recognized over the vesting period. The compensation expense that the Company recognized for Performance Shares for the fiscal years ended December 31, 2022, 2021 and 2020, respectively, is presented in the table below.
Compensation expense related to cash-settled plans
in € THOUS
| 2022 | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| LTIP 2022+ | 3,765 | — | — | ||||
| MB LTIP 2020 | (629 | ) | 2,112 | 2,115 | |||
| LTIP 2019 | (4,416 | ) | 21,761 | 13,689 | |||
| MB LTIP 2019 | (358 | ) | 299 | 820 | |||
| NxStage LTIP | (758 | ) | 296 | 513 | |||
| LTIP 2016 | (3,475 | ) | 3,826 | 21,864 | |||
| LTIP 2011 | — | — | 1,894 |
15
| (vi) | Material Transactions between FMC AG & Co. KGaA and its Subsidiaries and Directors, Officers and Controlling Personsof FMC AG & Co. KGaA |
|---|
In connection with the formation of FMC AG, and the combination of the dialysis businesses of Fresenius SE and W.R. Grace & Co. in 1996, Fresenius SE and its affiliates and FMC AG and its affiliates entered into several agreements for the purpose of giving effect to the Merger and defining our ongoing relationship. Fresenius SE and W.R. Grace & Co. negotiated these agreements. The information below summarizes the material aspects of certain agreements, arrangements and transactions between FMC AG & Co. KGaA and Fresenius SE, their affiliates and with certain of our equity method investees. For further information, see note 5 of the notes to the consolidated financial statements included in our 2022 20-F. The following descriptions are not complete and are qualified in their entirety by reference to those agreements, which have been filed with the SEC and the NYSE. We believe that the leases, the supply agreements and the service agreements summarized below are no less favorable to us and no more favorable to Fresenius SE than would have been obtained in arm’s-length bargaining between independent parties. The trademark and other intellectual property agreements summarized below were negotiated by Fresenius SE and W.R. Grace & Co., and, taken independently, are not necessarily indicative of market terms.
| ● | In the discussion below regarding our contractual<br>and other relationships with Fresenius SE: |
|---|---|
| ● | the term “we (or us) and our affiliates” refers only to FMC AG &<br>Co. KGaA and its subsidiaries; and |
| --- | --- |
| ● | the term “Fresenius SE and its affiliates” refers only to Fresenius<br>SE and affiliates of Fresenius SE other than FMC AG & Co. KGaA and its subsidiaries. |
| --- | --- |
Lease agreements
The Company is a party to real estate lease agreements with Fresenius SE and certain of its affiliates (collectively, Fresenius SE Companies), which mainly include leases for the Company’s corporate headquarters in Bad Homburg, Germany and production sites in Schweinfurt and St. Wendel, Germany. The leases have maturities up to the end of 2032. In December 2022, the Company sold a building and other assets to a Fresenius SE Company for consideration in the aggregated amount of €31,315 THOUS and subsequently leased the buildings for a period of ten years from the Fresenius SE Company beginning in December 2022.
Below is a summary resulting from the above described lease agreements with related parties.
Lease agreements with related parties
in € THOUS
| 2022 | 2021 | 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Depreciation | Interest<br><br> expense | Lease expense ^(1)^ | Depreciation | Interest<br><br> expense | Lease expense ^(1)^ | Depreciation | Interest<br><br> expense | Lease expense ^(1)^ | ||||||||||
| Fresenius SE | 8,395 | 524 | 259 | 7,876 | 661 | 1,654 | 7,925 | 740 | 2,452 | |||||||||
| Fresenius SE affiliates | 13,956 | 1,048 | — | 13,709 | 1,092 | 38 | 13,236 | 1,272 | 572 | |||||||||
| Total | 22,351 | 1,572 | 259 | 21,585 | 1,753 | 1,692 | 21,161 | 2,012 | 3,024 | |||||||||
| (1) | Short-term leases<br> and expenses relating to variable lease payments as well as low value leases are exempted<br> from balance sheet recognition. | |||||||||||||||||
| --- | --- |
Lease agreements with related parties
in € THOUS
| December 31, 2022 | December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Right-of-use asset | Lease liability | Right-of-use asset | Lease liability | |||||
| Fresenius SE | 38,688 | 39,626 | 48,794 | 50,997 | ||||
| Fresenius SE affiliates | 112,684 | 114,077 | 68,181 | 68,284 | ||||
| Total | 151,372 | 153,703 | 116,975 | 119,281 |
Trademarks
Fresenius SE continues to own the name “Fresenius” and several marks containing “Fresenius” (hereinafter referred to as Fresenius Marks). Fresenius SE and Fresenius Medical Care Deutschland GmbH, one of our German subsidiaries (hereinafter referred to as D-GmbH), have entered into agreements containing the following provisions. Fresenius SE has granted to D-GmbH, for our benefit and that of our affiliates, an exclusive, worldwide, royalty-free, perpetual license to use “Fresenius Medical Care” in our names, and to use the Fresenius marks, including some combination marks containing the Fresenius name that were used by the worldwide dialysis business of Fresenius SE, and the “Fresenius Marks” as a trademark in all aspects of the renal business. D-GmbH, for our benefit and that of our affiliates, has also been granted a worldwide, royalty-free, perpetual license to use the “Fresenius Marks” in the former National Medical Care non-renal business if it is used as part of a trademark containing the words “Fresenius Medical Care” together with one or more descriptive words, such as “Fresenius Medical Care Vascular Care” or “Fresenius Medical Care Physician Services.”
We and our affiliates have the right to use “Fresenius Marks” in other medical businesses only with the consent of Fresenius SE. Fresenius SE may not unreasonably withhold its consent. Fresenius SE will not use or license third parties to use the Fresenius Marks in the renal business worldwide and will not use the Fresenius Marks alone or in combination with any other words in the US and Canada, except in combination with one or more additional words such as “Pharma Home Care” as a service mark in connection with its home care business.
Service agreements and products
The Company is party to service agreements with Fresenius SE Companies to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, information technology services, tax services and treasury management services. These related party agreements generally have a duration of 1 to 5 years and are renegotiated on an as needed basis when the agreement comes due. The Company also provides administrative services to one of its equity method investees.
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The Company sells products to Fresenius SE Companies and purchases products from Fresenius SE Companies and equity method investees. In addition, Fresenius Medical Care Holdings, Inc. (FMCH) purchases heparin supplied by Fresenius Kabi USA, Inc. (Kabi USA), through an independent group purchasing organization (GPO). Kabi USA is an indirect, wholly-owned subsidiary of Fresenius SE. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. FMCH acquires heparin from Kabi USA, which was negotiated by the GPO at arm’s length on behalf of all members of the GPO.
In December 2010, the Company and Galenica Ltd. (now known as CSL Vifor) formed the renal pharmaceutical company Vifor Fresenius Medical Care Renal Pharma Ltd., an equity method investee of which the Company owns 45%. The Company has entered into exclusive supply agreements to purchase certain pharmaceuticals from, as well as into certain exclusive distribution agreements with, Vifor Fresenius Medical Care Renal Pharma Ltd. Under the terms of certain unconditional purchase agreements, the Company is obligated to purchase approximately €1,272,287 THOUS of pharmaceuticals, of which €362,805 THOUS is committed at December 31, 2022 for 2023. The terms of these agreements run up to four years.
Under the CMS Comprehensive End-Stage Renal Disease (ESRD) Care Model, the Company and participating physicians formed entities known as ESRD Seamless Care Organizations (ESCOs) as part of a payment and care delivery model that seeks to deliver better health outcomes for Medicare ESKD patients while lowering CMS’s costs. The Company entered into participation/service agreements with these ESCOs, which are accounted for as equity method investees. For the fifth performance year (January 1, 2020 through March 31, 2021), CMS finalized its settlement reports on December 30, 2022. These ESCOs are expected to be dissolved during the first quarter of 2023.
In October 2019, CMS released a request for applications to participate in its new Comprehensive Kidney Care Contracting (CKCC) model. Under the CKCC model, renal health care providers participate by forming an entity known as a Kidney Care Entity (KCE). Through the KCE, renal health care providers take responsibility for the total cost and quality of care for Medicare beneficiaries with CKD stages 4 and 5 as well as Medicare beneficiaries with ESRD. In order to participate, KCEs must include nephrologists and transplant providers, and dialysis providers and other third parties are permitted to participate. As of December 31, 2022, the Company was participating in 20 KCEs. The Company entered into participation/service agreements with these KCEs, which are accounted for as equity method investees.
Below is a summary, including the Company’s receivables from and payables to the indicated parties resulting from the above described transactions with related parties.
Service agreements and products with related parties
in € THOUS
| 2022 | 2021 | 2020 | December 31,<br> 2022 | December 31,<br> 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales<br> of<br><br> goods and<br><br> services | Purchases<br><br> of goods<br><br> and <br><br> services | Sales<br> of<br><br> goods and<br><br> services | Purchases<br><br> of goods<br><br> and <br><br> services | Sales<br> of<br><br> goods and<br><br> services | Purchases<br><br> of goods <br><br> and <br><br> services | Accounts<br><br> receivable | Accounts<br><br> payable | Accounts<br><br> receivable | Accounts<br><br> payable | |||||||||||
| Service agreements ^(1)^ | ||||||||||||||||||||
| Fresenius SE | 361 | 38,010 | 123 | 38,292 | 250 | 29,174 | 26 | 2,820 | — | 6,707 | ||||||||||
| Fresenius SE<br> affiliates | 5,164 | 83,087 | 5,657 | 100,541 | 4,708 | 102,323 | 1,168 | 8,585 | 1,544 | 8,041 | ||||||||||
| Equity<br> method investees | 36,089 | — | 42,391 | — | 19,730 | — | 120,507 | — | 131,661 | — | ||||||||||
| Total | 41,614 | 121,097 | 48,171 | 138,833 | 24,688 | 131,497 | 121,701 | 11,405 | 133,205 | 14,748 | ||||||||||
| Products | ||||||||||||||||||||
| Fresenius SE | — | — | 5 | — | — | — | — | — | — | — | ||||||||||
| Fresenius SE<br> affiliates | 66,800 | 39,405 | 50,081 | 31,719 | 41,180 | 44,164 | 16,078 | 5,826 | 13,487 | 6,000 | ||||||||||
| Equity<br> method investees | — | 463,073 | — | 445,714 | — | 474,100 | — | 73,563 | — | 76,444 | ||||||||||
| Total | 66,800 | 502,478 | 50,086 | 477,433 | 41,180 | 518,264 | 16,078 | 79,389 | 13,487 | 82,444 | ||||||||||
| (1) | In addition<br> to the above shown accounts payable, accrued expenses for service agreements with related<br> parties amounted to €6,520 THOUS and €12,911 THOUS at December 31, 2022 and<br> 2021, respectively. | |||||||||||||||||||
| --- | --- |
Financing
The Company receives short-term financing from and provides short-term financing to Fresenius SE. The Company also utilizes Fresenius SE’s cash management system for the settlement of certain intercompany receivables and payables with its subsidiaries and other related parties. As of December 31, 2022 and December 31, 2021, the Company had accounts receivable from Fresenius SE related to short-term financing in the amount of €1,477 THOUS and €14,900 THOUS, respectively. As of December 31, 2022 and December 31, 2021, the Company did not have accounts payable to Fresenius SE related to short-term financing under Fresenius SE’s cash management system. The interest rates for these cash management arrangements are set on a daily basis and are based on the then-prevailing overnight reference rate, with a floor of zero, for the respective currencies.
On August 19, 2009 and November 28, 2013, the Company borrowed €1,500 THOUS and €1,500 THOUS, respectively, from the General Partner. The loan repayments were extended periodically and combined into a single borrowing during 2022. The loan repayment is currently due on April 21, 2027 with an interest rate of 1.3348%.
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At December 31, 2022 and December 31, 2021, the Company borrowed from Fresenius SE in the amount of €1,000 THOUS at an interest rate of 2.468% and €74,500 THOUS at an interest rate of 0.600%, respectively. For further information on this loan agreement, see note 13 of the notes to the consolidated financial statements in our 2022 20-F.
Key management personnel; General Partner reimbursement
Due to the Company’s legal form of a German partnership limited by shares, the General Partner holds a key management position within the Company. In addition, as key management personnel, members of the Management Board and the Supervisory Board, as well as their close relatives, are considered related parties.
The Company’s Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company’s business, including remuneration of the members of the General Partner’s supervisory board and the members of the Management Board. The aggregate amount reimbursed to the General Partner was €23,632 THOUS, €30,212 THOUS and €33,284 THOUS, respectively, for its management services during 2022, 2021 and 2021 and included an annual fee of €120 THOUS as compensation for assuming liability as general partner. The annual fee is set at 4% of the amount of the General Partner’s share capital (€3,000 THOUS as of December 31, 2022). As of December 31, 2022 and December 31, 2021, the Company had accounts receivable from the General Partner in the amount of €816 THOUS and €769 THOUS, respectively. As of December 31, 2022 and December 31, 2021, the Company had accounts payable to the General Partner in the amount of €27,289 THOUS and €24,265 THOUS, respectively.
For information regarding compensation of the Management Board and the Supervisory Board of the Company, as well as information regarding settlements with certain former members of the General Partner’s Management Board in connection with their respective departures from the Management Board in 2022, see our 2022 Compensation Report included in the 2023 AGM Invitation.
Proposed deconsolidation
On February 21, 2023, the supervisory board of Management AG approved the Management Board’s resolution to initiate firm plans for a change of the legal form of the Company from a partnership limited by shares (Kommanditgesellgesellschaft auf Aktien – KGaA) into a German stock corporation (Aktiengesellschaft – AG). The Supervisory Board has taken note with approval of the resolutions mentioned before. It is intended to convene an extraordinary general meeting of the Company at the beginning of the third quarter of 2023 which shall resolve on the change of the legal form. Thereby, the Management Board and the supervisory board of Management AG as well as the Supervisory Board support the intention of Fresenius SE to seek the deconsolidation of the Company.
| (vii) | Principal Accountant Fees and Services |
|---|
In 2022, 2021 and 2020, fees for the auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), and its affiliates were expensed as follows:
Fees
in € THOUS
| Consolidated<br><br> group | thereof <br><br>Germany | Consolidated<br><br> group | thereof <br><br>Germany | Consolidated<br><br> group | thereof <br><br>Germany | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| Audit fees | 14,354 | 2,961 | 10,524 | 2,041 | 9,386 | 1,608 | ||||||
| Audit-related fees | 686 | 301 | 1,038 | 614 | 510 | 394 | ||||||
| Tax fees | 1,204 | — | 633 | — | 951 | 54 | ||||||
| Other fees | 2,940 | 2,940 | 1,817 | 1,813 | 5,236 | 5,236 |
Audit fees are the aggregate fees billed by the Company’s auditor for the audit of the Company’s consolidated financial statements and the statutory financial statements of FMC AG & Co. KGaA and certain of its subsidiaries, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. Fees related to the audit of internal control over financial reporting are included in audit fees.
Audit-related fees are fees charged by the Company’s auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under audit fees. This category mainly comprises fees billed by PwC for comfort letters, audit of the Compensation Report, audit of the sustainability report, agreed-upon procedure engagements and other attestation services subject to regulatory requirements.
Tax fees are fees for professional services rendered by the Company’s auditor for tax compliance, tax consulting associated with international transfer prices, as well as support services related to tax audits.
In 2022, 2021 and 2020, other fees include amounts related to services from the Company’s auditors, mainly in regard to corporate governance.
Fees billed by the Company’s auditors for non-audit services in Germany include fees for the services described above within the audit-related fees, tax fees and other fees.
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Audit Committee’s pre-approval policies and procedures
As a German company, we prepare statutory financial statements under German law on the basis of the accounting principles of the HGB and consolidated financial statements in accordance with IFRS. Our Supervisory Board engages our independent auditors to audit these financial statements, in consultation with our Audit and Corporate Governance Committee and subject to election by our shareholders at our AGM in accordance with German law.
Our financial statements are also included in registration statements and reports that we file with the SEC. Our Audit and Corporate Governance Committee engages our independent auditors to audit these financial statements in accordance with Rule 10A-3 under the Exchange Act and Rule 303A.06 of the NYSE Governance Rules. See also the description in Item (iii), “Directors and Senior Management,” above.
The Supervisory Board’s audit committee also adopted a policy requiring management to obtain the committee's approval before engaging our independent auditors to provide any permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit and Corporate Governance Committee pre-approves a catalog of specific non-audit services that may be performed by our auditors. The policy also provides for additional approval requirements based on fee amount.
The General Partner’s Chief Financial Officer reviews all individual management requests to engage our auditors as a service provider in accordance with this catalog and, if the requested services are permitted pursuant to the catalog, approves the request accordingly. Services that are not included in the catalog or are included but exceed applicable fee levels are passed on either to the chair of the Audit and Corporate Governance Committee or to the full committee, for approval on a case by case basis. In addition, the Audit and Corporate Governance Committee is informed about all approvals on a quarterly basis. Neither the chair of our Audit and Corporate Governance Committee nor the full committee is permitted to approve any engagement of our auditors if the services to be performed either fall into a category of services that are not permitted by applicable law or would be inconsistent with maintaining the auditors’ independence.
During 2022, the total fees paid to the Audit and Corporate Governance Committee members for service on the committee were $180 THOUS (€171 THOUS).
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