Fresenius SE & Co. KGaA / Announcement of the Convening of the General Meeting
31.03.2016 17:00
Announcement according to article 121 AktG (German Stock
Companies Act), transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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- CONVENIENCE TRANSLATION -
INVITATION TO THE ANNUAL GENERAL MEETING
FRESENIUS SE & Co. KGaA
Bad Homburg v.d.H.
ISIN: DE0005785604 // German Security Identification Number (WKN): 578560
ISIN: DE0005785620 // WKN: 578562
ISIN: DE000A169Q21 // WKN: A169Q2
We hereby invite our shareholders to the
Annual General Meeting
to be held on Friday, May 13, 2016, at 10 a.m. at the Congress Center Messe
Frankfurt, Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main.
Agenda
1. Presentation of the Annual Financial Statements and the Consolidated
Financial Statements each approved by the Supervisory Board, the
Management Reports for Fresenius SE & Co. KGaA and the Group and the
Report of the Supervisory Board of Fresenius SE & Co. KGaA for the
Fiscal Year 2015; Resolution on the Approval of the Annual Financial
Statements of Fresenius SE & Co. KGaA for the Fiscal Year 2015
The Supervisory Board approved the annual financial statements drawn up by
the General Partner and the consolidated financial statements pursuant to
sec. 171 of the German Stock Corporation Act (Aktiengesetz). The annual
financial statements are to be formally approved by the Annual General
Meeting pursuant to sec. 286 para. 1 of the German Stock Corporation Act;
the aforementioned documents are to be made available to the Annual General
Meeting without the passing of any additional resolution being required.
The General Partner and the Supervisory Board propose that the annual
financial statements of Fresenius SE & Co. KGaA for the fiscal year 2015 as
presented, showing a distributable profit of Euro 300,198,550.02 be
approved.
2. Resolution on the Allocation of the Distributable Profit
The General Partner and the Supervisory Board propose to allocate the
distributable profit of Fresenius SE & Co. KGaA in the amount of Euro
300,198,550.02, shown in the annual financial statements for the fiscal
year 2015, as follows:
Payment of a dividend of Euro 0.55 per share
on the 545,727,950 shares entitled to a dividend Euro 300,150,372.50
The dividend is payable on May 16, 2016.
Balance to be carried forward Euro 48,177.52
Euro 300,198,550.02
The number of shares entitled to a dividend rights may change prior to the
General Meeting. In such cases, an appropriately adjusted proposal for the
resolution on the allocation of the distributable profit shall be put to
the General Meeting, based on an unchanged distribution of Euro 0.55 per
share entitled to a dividend.
3. Resolution on the Approval of the Actions of the General Partner for
the Fiscal Year 2015
The General Partner and the Supervisory Board propose to approve the
actions of the General Partner for the fiscal year 2015.
4. Resolution on the Approval of the Actions of the Supervisory Board for
the Fiscal Year 2015
The General Partner and the Supervisory Board propose to approve the
actions of the members of the Supervisory Board of the Company for the
fiscal year 2015.
5. Election of the Auditor and Group Auditor for the Fiscal Year 2016 and
of the Auditor for the potential Review of the Half-Yearly Financial
Report for the first Half-Year of the Fiscal Year 2016 and other
Financial Information
Upon recommendation of its Audit Committee, the Supervisory Board proposes
to elect KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, as the auditor
and group auditor for the fiscal year 2016 and as the auditor for the
potential review of the half-yearly financial report for the first
half-year of the fiscal year 2016 and other financial information according
to sec. 37w para. 7 German Securities Trading Act (WpHG), which are
prepared before the Annual General Meeting 2017.
6. Election to the Supervisory Board
Pursuant to secs. 95 and 96 of the German Stock Corporation Act, sec. 22 in
conjunction with secs. 24 and 25 of the Co-Determination of Employees in
Cross-Border Mergers Act (MgVG) and Article 8 (1) and (2) of the Articles
of Association, the Supervisory Board of Fresenius SE & Co. KGaA comprises
six representatives each from the shareholders and the employees. Pursuant
to sec. 96 para. 3 sent. 1 of the German Stock Corporation Act, the
Supervisory Board must contain at least 30 percent male and female members,
whereby pursuant to sec. 96 para. 2 sent. 2 in conjunction with sec. 96
para. 3 sent. 2 of the German Stock Corporation Act, the minimum share is
to be fulfilled by the Supervisory Board overall.
The election of six shareholder representatives is necessary because, in
accordance with Article 8 (3) of Articles of Association pursuant to
resolution of the Annual General Meetings for 2010 and 2015, the period of
office of the shareholder representatives ends upon the close of this
year's Annual General Meeting.
Upon the recommendation of the Nomination Committee, the Supervisory Board
proposes that, with effect as of the end of this Annual General Meeting
until the end of the Annual General Meeting which resolves on the
ratification of the actions of the Supervisory Board for the fourth fiscal
year after the term of office commenced, that the following individuals be
elected to the Supervisory Board as shareholder representatives. The year
in which the period of office commences shall not count.
a) Prof. Dr. med. D. Michael Albrecht, Medical director and spokesman
of the Management Board of the Universitätsklinikum Carl Gustav
Carus Dresden, resident in Dresden
Prof. Dr. med. D. Michael Albrecht holds official posts on statutory
supervisory boards or comparable domestic or international control bodies
of the following companies:
Supervisory Board
GÖK Consulting AG
Universitätsklinikum Aachen
b) Mr. Michael Diekmann, former Chairman of the Management Board of
Allianz SE, resident in Munich
Mr. Michael Diekmann holds official posts on statutory supervisory boards
or comparable domestic or international control bodies of the following
companies:
Supervisory Board
BASF SE (Deputy Chairman)
Fresenius Management SE (since May 20, 2015)
Linde AG (Deputy Chairman)
Siemens AG
Board of Directors
Allianz Australia Ltd (Non-Executive Director)
c) Dr. Gerd Krick, former Chairman of the Management Board Fresenius
AG, resident in Königstein
Dr. Gerd Krick holds official posts on statutory supervisory boards or
comparable domestic or international control bodies of the following
companies:
Supervisory Board
Fresenius Management SE (Chairman)
Fresenius Medical Care AG & Co. KGaA (Chairman)
Fresenius Medical Care Management AG
VAMED AG, Österreich (Chairman)
d) Prof. Dr. med. Iris Löw-Friedrich, Chief Medical Officer and
Executive Vice President, Head of Development and Medical Patient
Value Practices of UCB S.A., Belgium, resident in Ratingen
Prof. Dr. med. Iris Löw-Friedrich holds official posts on statutory
supervisory boards or comparable domestic or international control
bodies of the following companies:
Supervisory Board
Evotec AG
e) Mr. Klaus-Peter Müller, Chairman of the Supervisory Board of
Commerzbank AG, resident in Bad Homburg v.d.H.
Mr. Klaus-Peter Müller holds official posts on statutory
supervisory boards or comparable domestic or international control
bodies of the following companies:
Supervisory Board
Commerzbank AG (Chairman)
Fresenius Management SE
Board of Directors
Parker Hannifin Corporation, USA
f) Ms. Hauke Stars, Member of the Management Board of Deutsche Börse
AG, resident in Königstein
Ms. Hauke Stars holds official posts on statutory supervisory
boards or comparable domestic or international control bodies
of the following companies:
Supervisory Board
Eurex Frankfurt AG
GfK SE
Klöckner & Co SE
Board of Directors
Eurex Zürich AG
Ms. Hauke Stars has declared, that her official posts on the
supervisory boards of GfK SE and Klöckner & Co SE will end in May
2016.
The Supervisory Board is of the opinion that there shall be no business or
personal relations that are to be disclosed pursuant to sec. 5.4.1. of the
German Corporate Governance Code at the point in time of the General
Meeting of Fresenius SE & Co. KGaA on May 13, 2016.
In the event that he is elected to the Supervisory Board, Dr. Gerd Krick
has expressed his intention to stand for the post of Chairman. In the event
that he is elected to the Supervisory Board, Mr. Michael Diekmann has
expressed his intention to stand for the post of Deputy Chairman.
The elections shall be held on an individual basis. Prof. Dr. med. Iris
Löw-Friedrich and Frau Hauke Stars are proposed as new members. The
remaining nominees are already members of the Supervisory Board and will be
proposed for reappointment.
Further information on the candidates can be found in the attachment "Other
disclosures regarding agenda items 6 and 7" as well as on the Company's
website at www.fresenius.de under Investors/Annual General Meeting.
7. Election to the Joint Committee
Article 13a of the Articles of Association of the Company stipulates that
the Company shall have a Joint Committee that will be made up of two
members of the Supervisory Board appointed by the General Partner and two
members of the Supervisory Board of the Company (Joint Committee).
The election of two new members from the Supervisory Board of the Company
is required because, in accordance with Article 13b (4) in conjunction with
Article 8 (3) of the Articles of Association pursuant to resolution of the
Annual General Meetings for 2011 and 2015, the term of office of the
representatives from the Supervisory Board of the Company ends upon the
close of this year's Annual General Meeting.
Pursuant to Article 13b (4) and Article 8 (3) of the Articles of
Association, the Supervisory Board proposes to elect to the Joint Committee
Mr. Michael Diekmann, former Chairman of the Management Board of Allianz
SE, resident in Munich and
Dr. Gerd Krick, former Chairman of the Management Board Fresenius AG,
resident in Königstein
with effect as of the end of this Annual General Meeting until the end of
the Annual General Meeting which resolves on the ratification of the
actions for the fourth fiscal year after the term of office commenced. The
year in which the period of office commences shall not count.
Further information on Mr. Michael Diekmann and Dr. Gerd Krick is set forth
in agenda item 6 and in the attachment "Other disclosures regarding agenda
items 6 and 7" as well as on the Company's website at www.fresenius.de
under Investors/Annual General Meeting.
Total Number of Shares and Voting Rights
At the time the Annual General Meeting is convened, 545,810,836 shares out
of a total of 545,810,836 shares issued carry participation rights and
voting rights.
Participation in the Annual General Meeting and Exercise of Voting Rights
Shareholders who wish to participate in the Annual General Meeting or to
exercise their voting rights must register for the Annual General Meeting
and prove their eligibility.
The registration and proof of eligibility must be received by the Company
at
Fresenius SE & Co. KGaA
c/o Deutsche Bank AG
Securities Production
General Meetings
Postfach 20 01 07
60605 Frankfurt am Main
Fax no.: +49 69 12012 86045
E-mail: WP.HV@db-is.com
at least 6 days prior to the Annual General Meeting, i.e. no later than May
6, 2016, 24:00 hours CEST. For the purpose of proving eligibility, a
special proof of share ownership issued by the custodian in writing
(Textform) in the German or English language is sufficient. The proof of
share ownership has to relate to the start of April 22, 2016, i.e. 0:00
hours CEST (record date). The shareholder or his authorized representative
shall receive an admission ticket for the Annual General Meeting against
submission of the proof of share ownership.
In relation to the Company, a shareholder will only be deemed a shareholder
entitled to participate in the Meeting and to exercise voting rights if the
shareholder has submitted the special proof of share ownership. The
entitlement to participate in the Meeting and the scope of the voting
rights are exclusively determined by the proven shares owned on the record
date. The record date shall not result in a blocking period during which it
is not allowed to sell shares. Even in the event of a full or partial sale
of the shareholding following the record date, only the shares owned by the
shareholder on the record date will be relevant for participation in the
Meeting and the scope of the voting rights, i.e. a sale of shares, if any,
after the record date will not affect entitlement to participate in the
Meeting and the scope of the voting rights. This also applies mutatis
mutandis if (additional) shares are purchased after the record date.
Persons who do not own any shares on the record date, and become
shareholders only after the record date, are not entitled to participate in
the Meeting and to exercise voting rights. The record date does not
constitute a relevant date with respect to the entitlement to dividends.
Each share grants one vote in the Annual General Meeting.
Voting Procedure
Voting by proxies
A shareholder may also instruct an authorized representative, e.g. the
custodian bank, an association of shareholders or any other person of his
choice, to exercise his voting right in the Annual General Meeting. A
registration of the shareholder, including proof of share ownership, in due
time in accordance with the aforesaid will also be necessary in case of a
voting by proxy.
Pursuant to sec. 134 para. 3 in conjunction with sec. 134 para. 3 of the
German Stock Corporation Act, the power of attorney must be granted and
revoked, and the authorization evidenced, to the Company in writing
(Textform) (sec. 126b German Civil Code (Bürgerliches Gesetzbuch).
Shareholders wishing to authorize a proxy should use the form of the power
of attorney they will receive together with the admission ticket. The power
of attorney respectively the evidence of the authorization must either be
presented on the day of the Annual General Meeting or be sent to the
Company at the following address:
Fresenius SE & Co. KGaA
Investor Relations
c/o Computershare Operations Center
80249 Munich
Fax No. +49 89 309037-4675
E-mail: FreseniusSE-HV2016@computershare.de
For organizational reasons, if the power of attorney or the proof of the
power of attorney is submitted to the Company in advance at the postal
address, fax number or e-mail address stated above, we request that this be
done by 6 p.m. CEST on Wednesday, May 11, 2016.
Pursuant to Article 15 (4)(3) of the Articles of Association, it is
determined that a power of attorney can be revoked by appearing in person
at the Annual General Meeting.
If the power of attorney is granted to a credit institution or any other
individual, association of shareholders or institution treated as
equivalent to the aforesaid pursuant to sec. 135 para. 8 and para. 10 in
conjunction with sec. 125 para. 5 of the German Stock Corporation Act and
sec. 278 para. 3 of the German Stock Corporation Act, in general,
particularities are to be considered which are to be requested from the
respective authorized proxy. Pursuant to sec. 135 para. 1 sent. 2 of the
German Stock Corporation Act, the power of attorney must be kept by the
proxy in a verifiable form. Such power of attorney must be complete and may
only contain declarations associated with the exercise of voting rights.
Shareholders wishing to issue a proxy authorization to a credit
institution, an association of shareholders or any other individual or
institution treated as equivalent to the aforesaid are requested to reach
agreement with the same on the form of the power of attorney.
Voting by Company proxies
In addition, in advance of the Annual General Meeting, the Company offers
its shareholders the possibility of authorizing Company-nominated
employees, who are bound by instructions given to them (weisungsgebundene
Stimmrechtsvertreter), as proxies for the exercise of voting rights. Those
shareholders who wish to grant a power of attorney to the proxies nominated
by the Company also have to register for the Annual General Meeting and
prove their eligibility as aforesaid. The power of attorney and the
instructions to the proxies nominated by the Company shall be in writing
(Textform) and must be granted by using the form the shareholders receive
together with the admission ticket to the Annual General Meeting. The
completed form may also be submitted to the Company prior to the Annual
General Meeting at the following address:
Fresenius SE & Co. KGaA
Investor Relations
c/o Computershare Operations Center
80249 Munich
Fax No. +49 89 309037-4675
E-mail: FreseniusSE-HV2016@computershare.de
In this case, for organizational reasons, the form must be received by the
Company by 6 p.m. CEST on Wednesday, May 11, 2016, at the postal address,
fax number or e-mail address stated above. This does not affect the option
of authorizing the Company-nominated proxies during the course of the
Annual General Meeting.
The Company proxies are to vote in accordance with the instructions issued
by the shareholders. If no instructions are issued, the power of attorney
shall be invalid. Please note that the proxies are unable to accept any
authority or instructions for exercising the right to speak and to ask
questions, to submit motions or to file objections against shareholders'
resolutions adopted at the Annual General Meeting and that proxies will
always abstain from voting in respect of resolutions proposed by
shareholders during the Annual General Meeting which have not been
announced prior to the Annual General Meeting.
Shareholder Rights
Motions by shareholders to amend the agenda pursuant to sec. 122 para. 2 in
conjunction with sec. 278 para. 4 of the German Stock Corporation Act
Shareholders whose aggregate shareholding equals or exceeds 5% of the share
capital or a pro-rata amount of Euro 500,000 may request that items be
included in the agenda and published. Any such request must be made in
writing to:
Fresenius SE & Co. KGaA
Management Board of the General Partner
Fresenius Management SE
Attn. Dr. Jürgen Götz
Else-Kröner-Strasse 1
61352 Bad Homburg v.d.H.
The request must be received by the Company at the above address at least
30 days prior to the Annual General Meeting, i.e. the request must be
received by April 12, 2016, 24:00 hours CEST. Each new item must be
substantiated or accompanied by a proposal for resolution.
Motions and election proposals by shareholders pursuant to secs. 126 para.
1 and 127 of the German Stock Corporation Act in conjunction with sec. 278
para. 4 of the German Stock Corporation Act
Shareholders may submit motions on the individual items of the agenda (cf.
sec. 126 para. 2 in conjunction with sec. 278 para. 3 of the German Stock
Corporation Act); this shall also apply to proposals for the election of
members of the Supervisory Board or of auditors (cf. sec. 127 in
conjunction with sec. 278 para. 3 of the German Stock Corporation Act).
Pursuant to sec. 126 para. 1 in conjunction with sec. 278 para. 3 of the
German Stock Corporation Act, motions by shareholders, including the
shareholder's name, a statement of grounds for the motion and any comments
by the Management, if any, are to be made available to the relevant
authorized persons listed in sec. 125 paras. 1 to 3 in conjunction with
sec. 278 para. 3 of the German Stock Corporation Act (as for example
shareholders, among others who so request) in accordance with the
conditions set forth therein, provided that the shareholder has sent a
counter motion opposed to a proposal of the General Partner and/or the
Supervisory Board in respect of a certain agenda item, including a
statement of grounds for the counter motion, to the Company at the address
set forth below, no later than 14 days prior to the Annual General Meeting,
i.e. the counter motion must be received by April 28, 2016, 24:00 hours
CEST. The aforementioned information must be made available via the
Company's website. A counter motion need not be made available if one of
the exceptions pursuant to sec. 126 para. 2 of the German Stock Corporation
Act in conjunction with sec. 278 para. 4 of the German Stock Corporation
Act applies. The statement of grounds need not be made available if it
exceeds a total of 5,000 characters.
The right of each shareholder to make counter motions regarding the various
agenda items during the Annual General Meeting without advance
communication to the Company remains unaffected. Please note that any
counter motions which have been sent to the Company in advance and in due
time will only be considered in the Annual General Meeting if they are
submitted orally during the Meeting.
No statement of grounds need be provided for election proposals made by
shareholders pursuant to sec. 127 in conjunction with sec. 278 para. 3 of
the German Stock Corporation Act. Election proposals need not be made
available by the General Partner if they do not contain the name, the
exercised profession and the place of residence of the nominees and, in
case of an election of members of the Supervisory Board, information on
their membership in other supervisory boards, the constitution of which is
required under existing law (cf. sec. 127 sent. 3 in conjunction with sec.
124 para. 3 sent. 3 and sec. 125 para. 1 sent. 5 of the German Stock
Corporation Act in conjunction with sec. 278 para. 3 of the German Stock
Corporation Act). Pursuant to sec. 127 sent. 1 in conjunction with sec. 126
para. 2 in conjunction with sec. 278 para. 3 of the German Stock
Corporation Act, there are further circumstances under which election
proposals do not need to be made available via the website. In all other
respects, the requirements and provisions for making motions available
apply mutatis mutandis.
Motions and election proposals by shareholders pursuant to secs. 126 para.
1 and 127 of the German Stock Corporation Act in conjunction with sec. 278
para. 3 of the German Stock Corporation Act shall be sent exclusively to:
Fresenius SE & Co. KGaA
Investor Relations
Else-Kröner-Strasse 1
61352 Bad Homburg v.d.H.
Fax no.: +49 (0) 61 72 / 608 24 88
E-mail: ir-fre@fresenius.com
Any motions and election proposals of shareholders which are to be made
available will be published in accordance with the aforesaid conditions on
the Company's website at www.fresenius.com under Investors/Annual General
Meeting. Comments of the management, if any, will also be published on that
website.
Information right pursuant to sec. 131 para. 1 in conjunction with sec. 278
para. 3 of the German Stock Corporation Act.
At the Annual General Meeting, the General Partner shall, upon request,
provide each shareholder with information regarding the matters of the
Company to the extent such information is necessary for a proper evaluation
of the relevant item on the agenda (cf. sec. 131 para. 1 in conjunction
with sec. 278 para. 3 of the German Stock Corporation Act). The General
Partner's duty to provide information also extends to the Company's legal
and business relationships with any affiliated company as well as to the
situation of the Group and the companies included in the consolidated
financial statements. Any request for information must, in principle, be
submitted orally at the Annual General Meeting during the course of
discussion.
The information shall comply with the principles of conscientious and
accurate accountability. The General Partner may refuse to provide
information under the conditions set forth in sec. 131 (3) in conjunction
with sec. 278 para. 3 of the German Stock Corporation Act. Pursuant to
Article 17(2) of the Articles of Association, the chairman of the Meeting
may reasonably restrict the time granted to shareholders within the scope
of their right to ask questions and to speak; in particular, he shall have
the right to determine a reasonable time frame for the conduct of the
Annual General Meeting, for individual agenda items, or for individual
speakers either at the beginning or during the Annual General Meeting.
Annual General Meeting Documents
As of the day of publication of this invitation, the following documents
will be available, together with this notice, for inspection by the
shareholders at the offices of Fresenius SE & Co. KGaA (Else-Kröner-Strasse
1, 61352 Bad Homburg v.d.H.):
- Financial statements of Fresenius SE & Co. KGaA for the year ended
December 31, 2015, approved by the Supervisory Board
- Management Report of Fresenius SE & Co. KGaA for the fiscal year 2015
- Consolidated financial statements of Fresenius SE & Co. KGaA in
accordance with IFRS for the year ended December 31, 2015, approved by
the Supervisory Board
- Consolidated Management Report of Fresenius SE & Co. KGaA in accordance
with IFRS for the fiscal year 2015
- U.S. GAAP Annual Report 2015 of the Fresenius Group, including, amongst
others, the report of the Supervisory Board, the corporate governance
declaration and the remuneration report for the fiscal year 2015
- Proposal of the General Partner and the Supervisory Board on the
allocation of the distributable profit for the fiscal year 2015 ended
December 31, 2015
- Explanatory report of the General Partner relating to the disclosures
provided in accordance with secs. 289 paras. 4, 315 para. 4 of the
German Commercial Code
The above documents will also be made available at the Annual General
Meeting of the Company.
Publications on the Website
The information pursuant to sec. 124a in conjunction with sec. 278 para. 3
of the German Stock Corporation Act regarding the Annual General Meeting
(among other things, the invitation, documents to be made available, forms
of proxy and for issuing instructions, applications by shareholders, if
applicable) as well as further explanations concerning the rights of
shareholders pursuant to sec. 122 para. 2 in conjunction with sec. 278
para. 3 of the German Stock Corporation Act, and pursuant to secs. 126
para. 1, 127 and 131 para. 1 of the German Stock Corporation Act in
conjunction with §sec. 278 para. 3 of the German Stock Corporation Act, are
made available to shareholders on the Company's website at
www.fresenius.com under Investors/Annual General Meeting. It is intended to
broadcast the speech of the Chairman of the Management Board in audio and
video form on the Internet.
Bad Homburg v.d.H., March 2016
Fresenius SE & Co. KGaA
The General Partner
Fresenius Management SE
The Management Board
Attachment "Other disclosures regarding agenda items 6 and 7"
Detailed CVs
a) Prof. Dr. med. D. Michael Albrecht
Medical Director and Spokesman of the Management Board
University Hospital Carl Gustav Carus Dresden
Member of the Supervisory Board of Fresenius SE & Co. KGaA since 2011
Date of Birth: December 14, 1949
Place of Birth: Munich
Nationality: German
Professional Experience
since University Hospital Carl Gustav Carus Dresden
2002 Medical Director and Spokesman of the Management Board
1999 - Technical University of Dresden
2002 Dean of the Faculty of Medicine
1997 - Harvard Medical International Association Institution Dresden
1999 Director, founder and dean
1994 - Technical University of Dresden
1997 Appointment as a C4-Professor in anesthesiology and intensive
care
1989 - University of Heidelberg
1994 1992 - 1994 Director and Founder Center for Medical Research
1989 - 1992 appointment as C3-Professor for anesthesiology;
Deputy Medical Director of the clinic for anesthesiology and
intensive care
Education
1989 University of Lübeck
Habilitation in medicine (Prof. Dr. med.)
1985 LMU Munich
Doctorate in medicine (Dr. med.)
1971 - LMU Munich
1976 Studies of medicine
Membership of other statutory supervisory boards
GÖK Consulting AG
University Hospital Aachen
Membership of comparable German or foreign supervisory bodies
None
The Fresenius Group maintains business relations with the University
Hospital Carl Gustav Carus Dresden and the University Hospital Aachen in
the ordinary course of business under customary conditions. In the fiscal
year 2015, the total transaction volume with the University Hospital Carl
Gustav Carus was equivalent to 0.03% of the Group sales of Fresenius SE &
Co. KGaA and the the total transaction volume with the University Hospital
Aachen was equivalent to 0.009% of the Group sales of Fresenius SE & Co.
KGaA.
b) Michael Diekmann
Former Chairman of the Management Board/CEO of Allianz SE
Deputy Chairman of the Supervisory Board of Fresenius SE & Co. KGaA since
2015
Date of Birth: December 23, 1954
Place of Birth: Bielefeld
Nationality: German
Professional Experience
2003 - 2015 Allianz SE (formerly Allianz AG)
Chairman of the Management Board
1998 - 2003 Allianz AG
Member of the Management Board
1988 - 1998 Allianz Versicherungs-AG
1983 - 1988 Diekmann/Thieme GbR (publishing house)
CEO
Education
1973 - 1982 University of Göttingen
Studies in Law and Philosophy
Membership of other statutory supervisory boards
BASF SE (Deputy Chairman of the Supervisory Board)
Fresenius Management SE
Linde AG (Second Deputy Chairman of the Supervisory Board)
Siemens AG
Membership of comparable German or foreign supervisory bodies
Allianz Australia Ltd. (Non-Executive Director)
c) Dr. Gerd Krick
Former Chairman of the Management Board of Fresenius AG
Chairman of the Supervisory Board of Fresenius SE & Co. KGaA since 2003
Date of Birth: October 8, 1938
Place of Birth: Dresden
Nationality: Austrian
Professional Experience
1975 - Fresenius AG
2003 1992 - 2003 Chairman of the Management Board
1981 - 1992 Member of the Management Board responsible for
Medical Devices Division
1975 - 1981 Managing Director for Research & Development,
Production & Technology
1971 - C. Stiefenhofer K.G.
1974 Director and Limited Partner
1970 Continental AG
Assistant to the Management Board Member
responsible for Research & Development
Education
1965 - Technical University of Munich
1971 Doctorate in mechanical engineering (Dr. Ing.)
1961 - Technical University of Munich
1965 Studies in mechanical engineering
Membership of other statutory supervisory boards
Fresenius Management SE (Chairman)
Fresenius Medical Care AG & Co. KGaA (Chairman)
Fresenius Medical Care Management AG
VAMED AG, Österreich (Chairman)
Membership of comparable German or foreign supervisory bodies
None
d) Prof. Dr. med. Iris Löw-Friedrich
Chief Medical Officer and Executive Vice President, Head of Development and
Medical Patient Value Practices, UCB S.A.
Date of Birth: November 17, 1960
Place of Birth: Offenbach / Main
Nationality: German
Professional Experience
2008 - UCB S.A
today Chief Medical Officer und Executive Vice President Development
2001 - Schwarz Pharma AG
2009 Member of the Executive Board, Head of Research and Development
2000 - BASF Pharma
2001 Vice President Global Projects
1992 - Hoechst AG
2000 Various positions, last serving as Vice President Clinical
Development
Education
since 2000 University of Frankfurt am Main
Professor for internal medicine
1985 University of Frankfurt am Main
Doctorate in medicine (Dr. med.)
1979 - University of Frankfurt am Main
1985 Studies of medicine
Membership of other statutory supervisory boards
Evotec AG
Membership of comparable German or foreign supervisory bodies
None
e) Klaus-Peter Müller
Chairman of the Supervisory Board Commerzbank AG
Member of the Supervisory Board of Fresenius SE & Co. KGaA since 2008
Date of Birth: September 16, 1944
Place of Birth: Duppach
Nationality: German
Professional Experience
1990 - 2008 Commerzbank AG
2001 - 2008 Chairman of the Management Board
1990 - 2001 Member of the Management Board
1966 - 1990 Commerzbank AG
Head of the department in charge of the bank's
East German operations
Executive Vice President / Head of corporate banking
department
Joint Manager of the New York branch
Düsseldorf branch, later Joint Manager of the Duisburg branch
Representative office (later branch) in New York
Düsseldorf branch
Education
1964 - 1966 Military service (1st Lt.)
1962 - 1964 Bankhaus Friedrich Simon KGaA
Apprenticeship in banking
Membership of other statutory supervisory boards
Commerzbank AG (Chairman)
Fresenius Management SE
Membership of comparable German or foreign supervisory bodies
Parker Hannifin Corporation
The Fresenius Group maintains business relations with Commerzbank AG in the
ordinary course of business under customary conditions. In the fiscal year
2015 the total transaction volume with Commerzbank AG was equivalent to
0.001% of the Group sales of Fresenius SE & Co. KGaA.
f) Hauke Stars
Member of the Executive Board Deutsche Börse AG
Date of Birth: June 3, 1967
Place of Birth: Merseburg
Nationality: German
Professional Experience
since Deutsche Börse AG
2012 Member of the Executive Board
since 2016 responsible for Cash Market, Pre-IPO & Growth
Financing
2012 - 2015 responsible for the Information Technology and Market
Data + Services Division
2004 - Hewlett Packard AG
2012 Last position: Managing Director Switzerland and Country Manager
Enterprise Business
1998 - Triaton GmbH
2004 (formerly ThyssenKrupp Information System GmbH)
Last position: Senior Vice President Sales and Marketing
Member of Triaton Management Board
1992 - Bertelsmann mediaSystems GmbH
1998 Last Position: Executive Assistant to the CIO of Bertelsmann AG
Education
1991 - University of Warwick (UK)
1995 MSc by Research in Engineering
1986 - Otto-von-Guericke Universität Marburg
1991 Engineering degree in applied computer science (Dipl.-Ing.)
Membership of other statutory supervisory boards
Eurex Frankfurt AG (Deutsche Börse Group mandate)
GfK SE (ends in May 2016)
Klöckner & Co. SE (ends in May 2016)
Membership of comparable German or foreign supervisory bodies
Eurex Zürich AG, Member of the Board of Directors (Deutsche Börse Group
mandate)
Ms. Hauke Stars has declared, that her official posts on the supervisory
boards of GfK SE and Klöckner & Co SE will end in May 2016.
The Fresenius Group maintains business relations with Deutsche Börse AG in
the ordinary course of business under customary conditions. In the fiscal
year 2015 the total transaction volume with Deutsche Börse AG was
equivalent to 0.0001% of the Group sales of Fresenius SE & Co. KGaA.
31.03.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Fresenius SE & Co. KGaA
Else-Kröner-Straße 1
61352 Bad Homburg v.d.H.
Germany
Phone: +49 (0)6172 608-2485
Fax: +49 (0)6172 608-2488
E-mail: ir-fre@fresenius.com
Internet: www.fresenius.com
ISIN: DE0005785604
WKN: 578560
Listed: Regulated Market in Dusseldorf, Frankfurt (Prime Standard),
Munich; Regulated Unofficial Market in Berlin, Hamburg,
Hanover, Stuttgart; Terminbörse EUREX
End of Announcement DGAP News-Service
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