Full Press Release Details
| ANNUAL GENERAL MEETING 2 0 1 9 | ||
| INVITATION TO THE ANNUAL GENERAL MEETING on 16 May 2019, Fresenius Medical Care AG & Co. KGaA Hof an der Saale ISIN: DE0005785802 // Securities Identification No.: 578580 ISIN: DE000A2TSV87 // Securities Identification No.: A2TSV8 ISIN: US3580291066 // CUSIP: 358029106 |
SELECTED KEY FIGURES
| 2018 | 2017 | Change | |||||
| Operating income (EBIT) | 3,038 | 2,362 | 33 | % cc | |||
| Operating income (EBIT) on a comparable basis (6) | 2,346 | 2,278 | 6 | % cc | |||
| Net cash provided by (used in) operating activities | 2,062 | 2,192 | (6 | )% | |||
| Free cash flow (8) | 1,059 | 1,351 | (22 | )% | |||
| Capital expenditures, net | (1,003 | ) | (841 | ) | 19 | % | |
| Acquisitions and investments (excluding investments in securities), net | 1,088 | (397 | ) | ||||
| Operating income margin on a comparable basis (6) in % | 14.2 | 13.6 | |||||
| Return on invested capital (ROIC) (9) in % | 12.4 | 8.6 | |||||
| Equity ratio (equity/total assets) (10) in % | 49.2 | 45.1 |
cc = constant currency
(1) Full-time equivalents.
(2) Revenue 2018: 16,547 (- 2 % cc compared to 2017).
(3) 2017 adjusted for the effect of IFRS 15 implementation and the contribution of Sound Physicians in H2 2017.
(4) Net income 2018: 1,982 (+ 60 % cc compared to 2017).
(5) Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA.
(6) Adjusted for the contribution of Sound Physicians in H2 2017 and in 2018 for the gain related to divestitures of Care Coordination activities, the 2018 FCPA-related charge and contributions to the opposition to the ballot initiatives in the U.S.
(7) 2018: Proposal to be approved by the Annual General Meeting on May 16, 2019.
(8) Net cash provided by (used in) operating activities after capital expenditures, before acquisitions and investments.
(9) See calculation in the Group Management Report, chapter Overview about the Group , section Performance
(10) As of December 31 of the respective year.
| 04 | LETTER TO THE SHAREHOLDERS | |
| 08 | INVITATION | |
| 09 | AGENDA | |
| 09 | 1. Resolution on the approval of the annual financial statements of Fresenius Medical Care AG & Co. KGaA for fiscal year 2018 | |
| 09 | 2. Resolution on the allocation of distributable profit 3. Resolution on the approval of the actions of the General Partner for fiscal year 2018 4. Resolution on the approval of the actions of the Supervisory Board for fiscal year 2018 5. Election of the auditor and consolidated group auditor as well as the auditors for the potential review of the first half year financial report and other interim financial information 6. Elections to the Supervisory Board | |
| 10 | ||
| 10 | ||
| 10 | ||
| 11 | ||
| 14 | RELEVANT PERSONAL DETAILS AND FURTHER INFORMATION ON THE CANDIDATES FOR ELECTION TO THE SUPERVISORY BOARD PROPOSED UNDER AGENDA ITEM 6 | |
| 17 | FURTHER INFORMATION REGARDING THE CONVENING OF THE ANNUAL GENERAL MEETING | |
| 17 | Total number of shares and voting rights | |
| 17 | Participation in the General Meeting and exercise of the voting rights | |
| 18 | Significance of the Evidence Date | |
| 18 | Proxy voting procedure | |
| 19 | Procedure regarding Company-named proxies acting on shareholders voting instructions | |
| 20 | Electronic transmission of powers of attorney and instructions,revocation of powers of attorney and proof of authorization | |
| 20 | Further information on the proxy voting procedure | |
| 20 | Rights of shareholders pursuant to section 278 (3) AktG in connection with sections 122 (2), 126 (1), 127, 131 (1) AktG | |
| 23 | Availability of documents | |
| 24 | Audio and video broadcast | |
| 25 | INFORMATION FOR HOLDERS OF AMERICAN DEPOSITARY RECEIPTS | |
| 26 | PRIVACY NOTICE |
DEAR SHAREHOLDERS, LADIES AND GENTLEMEN
The past year was an eventful one. We opened our first dialysis centers in China. We also sold our majority interest in the u.s. company Sound Physicians to streamline our Care Coordination business. With our equity interest in Humacyte, a biotech company that develops blood vessels using adult human cells to improve vascular access, we continued to invest in Fresenius Medical Care s future. These are just a few examples of the key projects initiated by Fresenius Medical Care in the past year.
2018 was also a year in which we were unable to fully meet our expectations. In the course of the past year, we had to adjust the ambitious targets we had initially set ourselves. There were many different reasons for this. In Europe, for example, we did not win as many public tenders as we had expected. In the u.s. we had a drop in the number of dialysis treatments of commercially insured patients. In addition, our business was affected by hyperinflation in Argentina.
Fresenius Medical Care generated revenue of 16.55 billion euros in the past fiscal year, down two percent on 2017 at constant currency. This is primarily attributable to the sale of Sound Physicians. On a comparable basis, revenue increased by four percent at constant currency in 2018. Net income attributable to the shareholders of Fresenius Medical Care rose by 60 percent at constant currency to 1.98 billion euros in fiscal year 2018. On a comparable basis, net income increased by 14 percent.
The second phase of our Global Efficiency Program also had the desired impact. In this respect, we are actually
| ahead of schedule. We have also prepared measures to further optimize the cost structure of Fresenius Medical Care. In the current year, we will invest around 100 million euros in the u.s. services business, with a positive contribution to earnings expected as early as 2020. | |
| Dear shareholders, we want you to participate in our success once again this year and will therefore propose a dividend of 1.17 euros at our Annual General Meeting in May up a further ten percent on the previous year. This would be the 22 nd consecutive dividend increase. We have also initiated a share buyback program with a volume of up to one billion euros, which is set to run for two years. In addition, the entire Management Board of Fresenius Medical Care has decided to invest a portion of their compensation for fiscal year 2018 in Company shares in order to demonstrate our commitment to the future of the Company. Let us look further into the future: The trends and drivers affecting our growth are still intact. We want to continuously get better every day not just for ourselves, but above all for the steadily growing number of patients worldwide. Our aspiration is to offer vital added value to these patients and to health care systems all around the world. This is the only way to achieve sustainable growth in our business. One of the key pillars of this growth is addressing our patients changing needs. Many patients would rather be treated at home so that they can lead a life as normal as possible instead of receiving regular treatment at a dialysis clinic for several hours, several days a week. We see this as an opportunity that we intend to seize. | |
| RICE POWELL Chief Executive Officer and Chairman of the Management Board |
| high-quality care for their patients in the future despite rising costs in the health care system. Our expertise and experience make us the ideal partner. | ||
| As you can see, we have ambitious long-term plans. Fresenius Medical Care will continue to grow. 2019 will be a year of new beginnings. We will work to leverage the opportunities in high-growth areas more effectively and, above all, more quickly. In 2019, we will work together to set the course for Fresenius Medical Care s continued success in the future. | ||
| I would like to conclude by thanking all of the employees of Fresenius Medical Care around the world. I am proud of their motivation, the care they provide to our more than 330,000 patients, and their dedication to our Company. They are a perfect illustration of what makes Fresenius Medical Care so special: our unyielding commitment to our patients welfare. |
| Yours | |
| /s/ Rice Powell | |
| RICE POWELL | |
| Chief Executive Officer and Chairman of the Management Board |
INVITATION TO THE ANNUAL GENERAL MEETING
FRESENIUS MEDICAL CARE AG & CO. KGAA, HOF AN DER SAALE
ISIN: DE0005785802 // Securities Identification No.: 578580
ISIN: DE000A2TSV87 // Securities Identification No.: A2TSV8
ISIN: US3580291066 // CUSIP: 358029106
We hereby invite our shareholders to the Annual General Meeting to be held on Thursday, 16 May 2019, at 10:00 a.m. at the Congress Center Messe Frankfurt, Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main, Germany.
1. Presentation of the annual financial statements and consolidated group financial statements each approved by the Supervisory Board, the management reports for Fresenius Medical Care AG & Co. KGaA and the consolidated group, the explanatory report by the General Partner on the information pursuant to sections 289a (1), 315a (1) of the German Commercial Code (Handels-gesetzbuch - HGB) and the report by the Supervisory Board of Fresenius Medical Care AG & Co. KGaA for fiscal year 2018; resolution on the approval of the annual financial statements of Fresenius Medical Care AG & Co. KGaA for fiscal year 2018
The Supervisory Board endorsed the annual financial statements and the consolidated group financial statements drawn up by the General Partner according to section 171 German Stock Corporation Act (Aktiengesetz AktG). According to section 286 (1) AktG, the annual financial statements are to be submitted for approval by the General Meeting; the other aforementioned documents are to be made accessible to the General Meeting without requiring the passing of any additional resolution.
The General Partner and the Supervisory Board propose that the annual financial statements of Fresenius Medical Care AG & Co. KGaA for fiscal year 2018 as presented, showing a profit of EUR 3,654,879,668.80 be approved.
2. Resolution on the allocation of distributable profit
The General Partner and the Supervisory Board propose to allocate the profit shown in the annual financial statements in the amount of EUR 3,654,879,668.80 for fiscal year 2018 as follows:
| Payment of a dividend of EUR 1.17 for each of the 306,878,701 shares entitled to a dividend | EUR | 359,048,080.17 | ||
| Profit carried forward to new account | EUR | 3,295,831,588.63 | ||
| Distributable profit | EUR | 3,654,879,668.80 |
The proposal on the allocation of distributable profit reflects the 999,951 treasury shares that were directly held by the Company on the date of the preparation of the annual financial statements and that are not entitled to a dividend pursuant to section 71b AktG. Should there be any change in the
number of shares entitled to a dividend for fiscal year 2018 before the date of the Annual General Meeting, the above proposal will be amended accordingly and presented at the Annual General Meeting, with an unchanged dividend of EUR 1.17 for each share entitled to a dividend as well as accordingly amended amounts for the dividend sum and the profit carried forward to new account.
The dividend is due on 21 May 2019.
3. Resolution on the approval of the actions of the General Partner for fiscal year 2018
The General Partner and the Supervisory Board propose the approval of the actions of the General Partner of the Company during fiscal year 2018.
4. Resolution on the approval of the actions of the Supervisory Board for fiscal year 2018
The General Partner and the Supervisory Board propose the approval of the actions of the members of the Supervisory Board of the Company during fiscal year 2018.
5. Election of the auditor and consolidated group auditor as well as the auditors for the potential review of the first half year financial report and other interim financial information
The Supervisory Board, based on the recommendation of its Audit and Corporate Governance Committee (Pr fungs- und Corporate-Governance-Ausschuss), proposes the election of
a) KPMG AG Wirtschaftspr fungsgesellschaft, Berlin, as auditor and consolidated group auditor for fiscal year 2019 and as auditor for the potential review of the first half year financial report and other interim financial information for fiscal year 2019
b) PricewaterhouseCoopers GmbH Wirtschaftspr fungsgesellschaft, Frankfurt am Main, as auditor for the potential review of interim financial information for fiscal year 2020 that is prepared prior to the Annual General Meeting 2020.
The Audit and Corporate Governance Committee stated that its recommendation is free from influence by a third party and that no clause restricting the choice in the meaning of Article 16 (6) of the EU Statutory Audit Regulation (Regulation (EU) No 537/2014) has been imposed upon it.
6. Elections to the Supervisory Board
According to sections 278 (3), 96 (1), 101 (1) AktG and Article 8 (1) of the Articles of Association of the Company, the Supervisory Board consists of six members who are elected by the General Meeting in accordance with the provisions of the German Stock Corporation Act.
The former chairman of the Supervisory Board, Dr. Gerd Krick, resigned from his office as a member and chairman of the Supervisory Board after the Annual General Meeting held on 17 May 2018. As a consequence of Dr. Krick s resignation, one seat on the Supervisory Board became vacant.
On 29 October 2018, Professor Dr. Gregor Z nd was appointed on request by the Chairman of the Supervisory Board as a member of the Supervisory Board by decision of the Local Court in Hof. As requested by the Company, the Court has temporally restricted the term of Professor Dr. Z nd s appointment until the conclusion of the General Meeting following the appointment by the Court. Professor Dr. Z nd shall now be elected by the General Meeting as a member of the Supervisory Board.
With effect as of 1 November 2018, Ms. Deborah Doyle McWhinney resigned from her office as a member of the Supervisory Board. As a consequence of this resignation, one seat on the Supervisory Board is currently vacant. As the successor to Ms. McWhinney, Dr. Dorothea Wenzel shall be elected by the General Meeting as a member of the Supervisory Board.
According to Article 8 (3) of the Articles of Association of the Company, the following applies: If a member elected by the General Meeting withdraws from the Supervisory Board before the expiration of his term of office, a new election shall be held in the next General Meeting with the proviso that the newly elected member shall hold office for the remaining term of office of the withdrawing member. Since the terms of office of Dr. Krick and Ms. McWhinney would have ended effective as of the end of the General Meeting which resolves on the discharge for fiscal year 2020, the terms of office of Professor Dr. Z nd and Dr. Wenzel shall also end at that time.
Against this background, the Supervisory Board proposes for election as members to the Supervisory Board of the Company
a) Professor Dr. Gregor Z nd, President of the Hospital Executive Board (CEO) of the University Hospital Zurich, residing in Herrliberg, Switzerland,
b) Dr. Dorothea Wenzel, Executive Vice President and Head of the Global Business Unit Surface Solutions at Merck KGaA, Darmstadt, Germany, residing in Darmstadt, Germany,
with effect as from the end of the Annual General Meeting held on 16 May 2019 and until the end of the General Meeting which resolves on the discharge for fiscal year 2020.
In accordance with Number 5.4.3 sentence 1 German Corporate Governance Code, it is intended to elect the candidates individually.
The election proposals of the Supervisory Board are based on the recommendation of the Supervisory Board s Nomination Committee and take into account the fulfilment of the profile of skills and expertise for the entire body as prepared by the Supervisory Board. The status of implementation of the profile of skills and expertise is published in the Corporate Governance Report and in the Declaration on Corporate Governance for fiscal year 2018. The profile of skills and expertise, the Corporate Governance Report and the Declaration on Corporate Governance will be made available to the General Meeting and can also be accessed on the Company s website as rom the day of the convocation of the Annual General Meeting at www.freseniusmedicalcare.com/en/agm/.
The Supervisory Board has ascertained that the proposed candidates are each able to devote the expected amount of time required for service on the Supervisory Board.
Professor Dr. Z nd already is a member of the Supervisory Board of the Company. It is the Supervisory Board s assessment that, in all other respects, neither he nor Dr. Wenzel has any personal or business relations with the enterprise, the corporate bodies of the Company or a shareholder holding a material interest in the Company which an objective shareholder would consider material for his decision on the election in the meaning of Number 5.4.1 paras. 6 to 8 German Corporate Governance Code. Further, it is the Supervisory Board s assessment that both Professor Dr. Z nd and Dr. Wenzel are also independent in the meaning of Number 5.4.2 German Corporate Governance Code.
Further information on this agenda item, in particular CVs of the candidates as well as the information according to section 125 (1) sentence 5 AktG, is set out under Section II. subsequent to the agenda.
Corresponding information will be available as from the day of the convening of the Annual General Meeting on the Company s website at www.freseniusmedicalcare.com/en/agm/.
II. RELEVANT PERSONAL DETAILS AND FURTHER INFORMATION ON THE CANDIDATES FOR ELECTION TO THE SUPERVISORY BOARD PROPOSED UNDER AGENDA ITEM 6
Professional background
| Since April 2016 | President of the Hospital Executive Board (CEO) of the University Hospital Zurich |
| 2008 2016 | Director of Research & Education and Member of the Hospital Executive Board of the University Hospital Zurich |
| 2005 2016 | Managing Director of the Center for Clinical Research of the University Hospital Zurich |
| 2001 2016 | Head of Surgical Research, Division of Surgical Research of the University Hospital Zurich |
| 1989 2001 | Various positions as assistant physician and senior physician at the cantonal hospitals Aarau and Obwalden, Harvard Medical School, USA, and the University Hospital Zurich |
Education and academic career
| 2006 | Professor ad personam (Extraordinarius) for Surgery, University of Zurich |
| 2004 | Titular professor, University of Zurich |
| 1997 | Habilitation, University of Zurich |
| 1987 | Scientific dissertation, University of Bern |
| 1979 1987 | Studies of Medicine at University of Bern |
Memberships in other domestic supervisory boards to be formed by law
Memberships in comparable domestic or foreign supervisory bodies of commercial enterprises
Professional background
| Since 2019 | Executive Vice President and Head of the Global Business Unit Surface Solutions at Merck KGaA, Darmstadt, Germany |
| 2018 | Executive Vice President and Head of Controlling & Strategy Performance Materials at Merck KGaA, Darmstadt, Germany |
| 2004 2018 | Various global leadership positions in the units Franchise Fertility, Healthcare and Finance at Merck KGaA, Darmstadt, Germany, and at Merck Serono S.A., Switzerland |
| 2004 | Head of Cooperations & Strategy, AXA Kranken-versicherung AG |
| 2003 | Member of the Staff of the Committee for the Sustain-ability of the Financing of the Social Security Systems (R rup Committee) of the Federal Ministry of Health, responsible for Health Insurance |
| 2000 2003 | Head of Corporate Finance and Business Development at Medvantis Holding AG |
| 1995 2000 | Consultant and Engagement Manager at McKinsey & Company |
Education and academic career
| 1997 1998 | Doctorate in Health Economics, Macroeconomics, Technical University of Darmstadt |
| 1998 | Visiting Fellow at the Department of Health Policy, Harvard University, USA |
| 1994 | Visiting Student at the Haas School of Business, University of California, Berkeley, USA |
| 1988 1994 | Diploma in Business Informatics, Technical University of Darmstadt |
Memberships in other domestic supervisory boards to be formed by law
Memberships in comparable domestic or foreign supervisory bodies of commercial enterprises
III. FURTHER INFORMATION REGARDING THE CONVENING OF THE ANNUAL GENERAL MEETING
Total number of shares and voting rights
At the time of the convening of the Annual General Meeting, the share capital of the Company is composed of 307,907,293 non-par value shares and consists solely of bearer shares, of which each share grants one vote. Therefore, the total number of voting rights at the time of the convening of the Annual General Meeting amounts to 307,907,293 voting rights. Treasury shares do not entitle the Company to any voting rights.
Participation in the General Meeting and exercise of the voting rights
Only those shareholders who have registered with the Company in text form in the German or the English language by the end of 9 May 2019 (24:00 hours Central European Summer Time CEST), at the latest at the following address
Fresenius Medical Care AG & Co. KGaA
c/o Computershare Operations Center
Telefax: + 49 (0)89 30903-74675
E-Mail: anmeldestelle@computershare.de
and who have provided the Company with evidence of their entitlement to attend the General Meeting are entitled to participate and vote in the Annual General Meeting. As evidence of their entitlement to attend the General Meeting and to exercise their voting right, shareholders must, by the end of 9 May 2019 (24:00 hours CEST), at the latest, provide evidence of their shareholding issued by their depositary bank in text form in the German or English language to the aforementioned address referring to the beginning of 25 April 2019 (00:00 hours CEST) ( Evidence Date ).
Significance of the Evidence Date
As regards the participation in the General Meeting and the exercise of the voting right only such persons qualify as shareholders of the Company who have provided evidence of their shareholding. The right of participation and the extent of the voting rights are solely determined by the shareholding on the Evidence Date. The Evidence Date is not accompanied by a lock on the sale of shares. Even in case of a complete or partial sale of the shareholding after the Evidence Date, this has no effect on the entitlement to participate and on the voting right. This also applies accordingly to the acquisition of shares after the Evidence Date. Persons who do not hold shares on the Evidence Date and become shareholders only thereafter are entitled to participate and vote for the shares held by them only to the extent that they are authorized by proxy or otherwise authorized to exercise rights. However, the Evidence Date has no significance for the entitlement to a dividend as this entitlement only depends on the shareholder status on the day of the resolution on the distribution of profits by the Annual General Meeting.
Proxy voting procedure
Shareholders may also have their voting rights in the Annual General Meeting exercised by a proxy, e.g. the depositary bank, an association of shareholders or another person of their choice. If the shareholder authorizes more than one person, the Company can reject one or more of such persons. The issue of the proxy, its revocation and the evidence of authorization to be presented to the Company require the text form; financial institutions, shareholders associations and persons and institutions equated thereto according to sections 135 (8) AktG and 135 (10) AktG in connection with section 125 (5) AktG may to the extent powers of attorney are issued to them provide for deviating provisions.
The evidence of the appointment of an authorized person may either be presented at the entrance to the meeting venue of the General Meeting on the day of the General Meeting or be submitted in advance to the following address:
Fresenius Medical Care AG & Co. KGaA
c/o Computershare Operations Center
Telefax: + 49 (0)89 30903-74675
In case the proxy or the evidence of the appointment of an authorized person is submitted to the Company in advance to the postal address, fax number or e-mail address stated above, we may for organizational reasons ask for a corresponding submission by 15 May 2019 (24:00 hours CEST).
Procedure regarding Company-named proxies acting on shareholders voting instructions
The Company offers that shareholders may issue powers of attorney to proxies named by the Company who are bound to shareholders voting instructions. Such persons are employees of the Company or of an affiliated company who vote on the respective items of the agenda on the basis of powers of attorney by shareholders and in accordance with the instructions issued by them. The proxies named by the Company must, for this purpose, be issued powers of attorney in text form as well as express and unambiguous instructions for the exercise of the voting right. The proxies named by the Company are obligated to vote in accordance with the instructions. They cannot exercise the voting rights at their own discretion. To the extent there is no express and unambiguous instruction, the proxies named by the Company will abstain from voting on the respective voting matter.
Powers of attorney including voting instructions for the proxies named by the Company may already be submitted to the Company prior to the General Meeting. In this case, powers of attorney and voting instructions must be received by the Company for organizational reasons by 15 May 2019 (24:00 CEST) at the following address:
Fresenius Medical Care AG & Co. KGaA