DGAP-News: Fresenius SE & Co. KGaA / Announcement of the Convening of the
General Meeting
28.03.2017 / 15:45
Announcement according to article 121 AktG (German Stock Companies Act),
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
Convenience Translation
INVITATION TO THE ANNUAL GENERAL MEETING
FRESENIUS SE & Co. KGaA
Bad Homburg v.d.H.
ISIN: DE0005785604 // German Security Identification Number (WKN): 578560
ISIN: DE0005785620 // WKN: 578562
ISIN: DE000A2DA7N6 // WKN: A2DA7N
We hereby invite our shareholders to the
Annual General Meeting
to be held on Friday, May 12, 2017, 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 2016; Resolution on the Approval of the Annual Financial
Statements of Fresenius SE & Co. KGaA for the Fiscal Year 2016
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 2016 as
presented, showing a distributable profit of Euro 343,649,429.70 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
343.649.429,70 shown in the annual financial statements for the fiscal year
2016, as follows:
Payment of a dividend of Euro 0.62 per share
on the 553.316.547 shares entitled to a dividend Euro 343,056,259.14
The dividend is payable on May 17, 2017.
Balance to be carried forward Euro 593,170.56
-------------------
Euro 343,649,429.70
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 0.62 per
share entitled to a dividend.
3. Resolution on the Approval of the Actions of the General Partner for
the Fiscal Year 2016
The General Partner and the Supervisory Board propose to approve the
actions of the General Partner for the fiscal year 2016.
4. Resolution on the Approval of the Actions of the Supervisory Board for
the Fiscal Year 2016
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 2016.
5. Election of the Auditor and Group Auditor for the Fiscal Year 2017 and
of the Auditor for the potential Review of the Half-Yearly Financial
Report for the first Half-Year of the Fiscal Year 2017 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 2017 and as the auditor for the
potential review of the half-yearly financial report for the first half-
year of the fiscal year 2017 and other financial information according to
sec. 37w para. 7 German Securities Trading Act (WpHG), which are prepared
before the Annual General Meeting 2018.
6. Resolution on the Amendment of the Authorization to Grant Subscription
Rights to Managerial Staff Members (Führungskräfte) and Members of the
Management Board of Fresenius SE & Co. KGaA or an affiliated company
(Stock Option Program 2013) as a Result of Financial Reporting
exclusively in accordance with IFRS (International Financial Reporting
Standards) and the corresponding Amendment of Conditional Capital in
Article 4 para 8 sentence 2 of the Articles of Association
Fresenius SE & Co. KGaA shall carry out financial reporting in accordance
with IFRS (International Financial Reporting Standards) from January 1,
2017. Financial information in accordance with US-GAAP (Generally Accepted
Accounting Principles) will no longer be provided.
The authorization to grant subscription rights to managerial staff members
and members of the management board of Fresenius SE & Co. KGaA or of an
affiliated company (Stock Option Program 2013) is aimed in connection with
the calculation of the success target of the Group net income identified in
accordance with US-GAAP. Against the background of financial reporting
exclusively in accordance with IFRS the General Partner and the Supervisory
Board propose in future to aim at the Group net income identified in
accordance with IFRS and for this purpose propose the following resolution:
The authorization to grant subscription rights to managerial staff members
(Führungskräfte) and members of the management board of Fresenius SE & Co.
KGaA or an affiliated company (Stock Option Program 2013) as stated in the
resolution of the Annual General Meeting of May 17, 2013 regarding item 8
of the agenda lit. b) in the version of the amendment resolution of the
Annual General Meeting of May 16, 2014 as stated in item 7 lit. f) of the
agenda shall be revised in its paragraph aa) (3) as follows:
"(3) Exercise price (issue price) and success target
The exercise price of a subscription right shall be the volume-weighted
average stock market price of the non-par value ordinary bearer share of
the Company in the electronic "Xetra" trading of Deutsche Börse AG in
Frankfurt am Main or a comparable successor system over the last 30
calendar days prior to the date of allocation of the subscription right.
The minimum exercise price is the proportionate amount of the capital of
the Company attributed to each non-par value ordinary share (sec. 9 para. 1
German Stock Corporation Act).
It is a condition for the exercise of subscription rights in each case that
the annual success target is achieved within the four-year waiting period
specified under (4). The success target is achieved if either the adjusted
Group net income (earnings attributable to the shareholders of the Company)
of the Company has increased by at least eight per cent per annum in
comparison to the previous year in each case within the waiting period, or
- if this is not the case - the compounded annual growth rate of the
adjusted Group net income of the Company during the four years of the
waiting period amounts to at least eight per cent. A currency adjustment is
performed for all companies incorporated in the consolidated financial
statements with a functional currency other than the reporting currency
(EURO) by translating the items of the income statements at the average
exchange rate for the year of the consolidated financial statements that
are the basis for the comparison.
The determination of the adjusted Group net income (currency-adjusted) and
changes compared to the adjusted Group net income (without currency
adjustment) of the relevant comparison year will be verified in a binding
manner by the company auditors on the basis of the audited consolidated
financial statements with regard to the issue of the admissibility of
exercising the subscription rights.
If the success target within the four-year waiting period is not achieved
for the individual years or for the compounded annual growth rate, the
subscription rights issued in each case are forfeited in proportion to the
non-achievement of the success target within the waiting period, i.e. by
one quarter, two quarters, three quarters, or completely.
The adjusted Group net income of the Company shall be calculated following
the IFRS (International Financial Reporting Standards) methodology as
follows:
The adjusted Group net income of the Company corresponds to the Group net
income (earnings attributable to the shareholders of the Company) shown in
the consolidated financial statements of the Company,
(i) to which is added the costs shown in the relevant
consolidated financial statements for:
- provided that the costs occur only once - the purchase, integration and
financing of companies or parts of companies, including the costs in
connection with
- justified liability exposure in existence prior to the time of
acquisition and/or
- the sale of companies or parts of companies irrespective of whether
this was initiated by the competent anti-trust authority or not;
- changes to IFRS accounting principles in the first year after such
policies become effective; and
- tax effects in respect of the above-mentioned points."
(ii) from which is subtracted any earnings shown in the
consolidated financial statements in each case by
reference to the following:
- the sale of companies or parts of companies irrespective of whether
this was initiated by the competent anti-trust authority or not;
- changes to IFRS accounting principles in the first year after such
policies become effective;
- tax effects in respect to the above-mentioned points.
Otherwise the authorization is unaffected.
In this connection Conditional Capital IV in Article 4 para. 8 sentence 2
of the Articles of Association is revised as follows:
"The conditional capital increase will only be implemented to the extent
that subscription rights have been or will be issued in accordance with the
Stock Option Program 2013 as resolved by the General Meeting on May 17,
2013 and - if applicable - as amended by the General Meetings on May 16,
2014 and on May 12, 2017, the holders of subscription rights exercise their
rights and the Company does not grant treasury shares to satisfy the
subscription rights, whereas the General Partner's Supervisory Board shall
be exclusively competent regarding the granting and settlement of
subscription rights to members of the General Partner's Management Board."
7. Resolution on the Amendment of the Remuneration of the Members of the
Supervisory Board and its Committees and on the corresponding Revision
of Article 13 of the Articles of Association and on the corresponding
Amendment of Article 13e of the Articles of Association
The remuneration of the Supervisory Board shall be adjusted with effect on
January 1, 2018. With the orientation of variable remuneration on
sustainable corporate development in future, the applicable recommendation
of the German Corporate Governance Code shall be complied with. In
addition, variable remuneration shall be limited to a maximum amount and
the relative significance of fixed remuneration shall be clearly
strengthened. Overall, the amendment is intended to lead to a balanced
remuneration structure and to an appropriate amount of remuneration that
takes into account the tasks of members of the Supervisory Board and the
situation of the Company.
The General Partner and the Supervisory Board propose the following
resolution:
1. Article 13 of the Articles of Association (Remuneration of Supervisory
Board Members) shall be revised as follows:
"Article 13
Remuneration of Supervisory Board Members
(1) Each member of the Supervisory Board shall as fixed remuneration
receive an amount of Euro 150,000.00 annually for each full fiscal year,
payable after the end of the fiscal year.
(2) Each member of the Supervisory Board shall in addition receive variable
success-oriented remuneration for each full fiscal year that is oriented on
the respective average growth rate of Group net income for the remuneration
year and the two preceding fiscal years (3-year average growth of Group net
income). The calculation of the amount of this variable remuneration shall
be made in accordance with the following formula:
3-year average growth of Amount variable remuneration (in Euro)
Group net income (in %)
> 0 to 2.5 30,000.00
> 2.5 to 5 60,000.00
> 5 to 7.5 90,000.00
> 7.5 to 10 120,000.00
> 10 150,000.00
A claim to grant variable remuneration shall only accrue from the
achievement of 3-year annual growth of Group net income of more than 0%. On
the achievement of the five percentage corridors described above, the
amounts of variable remuneration shall each be provided in full i.e. no
interpolation shall take place within these corridors (e.g. 2.0% = Euro
30,000.00; 9.9% = Euro 120,000.00). The Group net income disclosed in the
consolidated annual financial statements shall be authoritative in each
case.
The variable remuneration in accordance with this article 13 para. (2) is
limited to a maximum amount of Euro 150,000.00 p. a.
The disbursement of variable remuneration in accordance with this article
13 para. (2) shall generally be made annually, provided targets have been
reached and in each case at the end of the calendar quarter in which the
annual financial statements of the Company are approved.
(3) If the General Meeting approves a resolution providing higher
remuneration, this shall apply.
(4) The Chairman of the Supervisory Board receives three times, his
deputies one and a half times the fixed remuneration of a member of the
Supervisory Board according to Article 13 para. (1).
(5) A member of the Audit Committee ("Prüfungsausschuss") of the
Supervisory Board shall for their membership receive additional fixed
remuneration of Euro 20,000.00 and the Chairman of the Audit Committee
twice this amount.
(6) If a financial year does not encompass a full calendar year or if a
member of the Supervisory Board is on the Supervisory Board only for a part
of the financial year, the remuneration shall be paid on a pro rata
temporis basis. This applies accordingly to membership of the Audit
Committee of the Supervisory Board.
(7) The members of the Supervisory Board shall be refunded expenses
incurred when exercising their functions, which also includes applicable
value added tax due for payment.
(8) The Company shall provide members of the Supervisory Board with
insurance cover to an appropriate extent for exercising Supervisory Board
activities.
(9) If a member of the Supervisory Board is at the same time a member of
the Supervisory Board of the General Partner, Fresenius Management SE, and
receives remuneration for his services on the Supervisory Board of
Fresenius Management SE, remuneration pursuant to Article 13 para. (1) and
para. (2) shall be reduced by half. The same applies with respect to the
additional part of remuneration for the Chairman according to Article 13
para. (4), provided they are simultaneously the Chairman of the Supervisory
Board of Fresenius Management SE; this applies to his deputies accordingly,
provided the deputies are at the same time the deputies of the Chairman of
the Supervisory Board of Fresenius Management SE. If a deputy of the
Chairman of the Supervisory Board of the Company is at the same time the
Chairman of the Supervisory Board of Fresenius Management SE, Article 13
para. (4) shall not apply."
2. The reference in Article 13e para. (3) sentence 2 of the Articles of
Association to the previous Article 13 para. (4) of the Articles of
Association is amended for editorial reasons and is revised as follows:
"The provisions of Article 13 paras. (7) and (8) of the Articles of
Association apply accordingly."
3. The previous remuneration regulations for the Supervisory Board, the
Audit Committee and the Joint Committee shall continue to apply for the
entire financial year 2017. On the initial application of the regulation
resolved in accordance with figure 1 for the financial year 2018, the
calculation of the amount of variable remuneration shall be made on the
basis of the 3-year average growth of Group net income for the financial
years 2016, 2017 and 2018.
Total Number of Shares and Voting Rights
At the time the Annual General Meeting is convened, 553,489,493 shares out
of a total of 553,489,493 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
5, 2017, 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 21, 2017, 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-HV2017@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 10, 2017.
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-HV2017@computershare.de
In this case, for organizational reasons, the form must be received by the
Company by 6 p.m. CEST on Wednesday, May 10, 2017, 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. In this case shareholders must prove
that they held the shares at least 90 days before the day of the receipt of
the request and that they will hold the shares until the decision of the
Management board on the application. 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 11, 2017, 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 27, 2017, 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 a 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, 2016, approved by the Supervisory Board
- Management Report of Fresenius SE & Co. KGaA for the fiscal year 2016
- Consolidated financial statements of Fresenius SE & Co. KGaA in
accordance with IFRS for the year ended December 31, 2016, approved by
the Supervisory Board
- Consolidated Management Report of Fresenius SE & Co. KGaA in accordance
with IFRS for the fiscal year 2016
- U.S. GAAP Annual Report 2016 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 2016
- Proposal of the General Partner and the Supervisory Board on the
allocation of the distributable profit for the fiscal year 2016 ended
December 31, 2016
- Convocation of the Annual General Meeting of May 17, 2013, including
item 8 b) of the agenda on the authorization to grant subscription
rights to managerial staff members and members of the management of
Fresenius SE & Co. KGaA or an affiliated company (Stock Option Program
2013) and concerning the creation of Conditional Capital to provide for
the Stock Option Program 2013 as well as on a corresponding amendment
to the Articles of Association in the version adopted by the Annual
General Meeting
- Convocation of the Annual General Meeting of May 16, 2014 including
item 7 lit. f) of the agenda concerning the adjustment of the
authorization to grant subscription rights to managerial staff members
and members of the management of Fresenius SE & Co. KGaA or an
affiliated company (Stock Option Program 2013) and corresponding
adjustment of the Conditional Capital IV in Article 4 para. 8 sentence
of the Articles of Association in the version adopted by the Annual
General Meeting
- A marked comparison version that highlights the amendments proposed
under item 6 of the agenda
The above documents will also be made available at the Annual General
Meeting of the Company. In addition, the explanatory report of the General
Partner on the disclosures pursuant to sec.s 289 para. 4, 315 para. 4 HGB
shall be made accessible to 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 2017
Fresenius SE & Co. KGaA
The General Partner
Fresenius Management SE
The Management Board
---------------------------------------------------------------------------
28.03.2017 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
---------------------------------------------------------------------------
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, Tradegate Exchange; Luxemburg
End of News DGAP News Service