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Fresenius Medical Care AG
ISIN: DE0005785802 // WKN: 578580
ISIN: US3580291066 // CUSIP: 358029106
Invitation to the Annual General Meeting
We hereby invite our shareholders to the Annual
General Meeting of Fresenius Medical Care AG (hereinafter also "Company"). The General Meeting will be held as an in-person
meeting on Thursday, 22 May 2025 at 10:00 hours Central European Summer Time (CEST) at the Congress Center Messe Frankfurt,
Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main, Germany.
The aforementioned documents are available
from the time the Annual General Meeting is convened on the Company's website at:
The aforementioned documents will also
be available for inspection by shareholders at the Annual General Meeting and will be explained in more detail there.
The Supervisory Board has approved the
annual financial statements and the consolidated financial statements prepared by the Management Board. Therefore, the annual financial
statements are adopted in accordance with sec. 172 German Stock Corporation Act (Aktiengesetz - "AktG").
In accordance with statutory provisions, there will therefore be no resolution in respect of this agenda item.
The Management Board and the Supervisory
Board propose to allocate the distributable profit of Fresenius Medical Care AG for fiscal year 2024 as reported in the annual financial
statements as follows:
| Payment of a dividend of EUR 1.44 for each of the 293,413,449 shares entitled to dividend | EUR | 422,515,366.56 | ||
| Profit carried forward to new account | EUR | 1,799,956,108.70 | ||
| Distributable profit | EUR | 2,222,471,475.26 |
the number of no-par value shares entitled to dividend for fiscal year 2024 changes prior to the Annual General Meeting, the Annual
General Meeting will be presented with a proposal that will be adjusted accordingly with an unchanged dividend of EUR 1.44
for each no-par value share entitled to dividend and adjusted amounts
for the dividend sum and the profit carried forward to new account.
Payment of the dividend is due on 27 May 2025.
The Management Board and the Supervisory
Board propose to approve the actions of the members of the Management Board of Fresenius Medical Care AG in fiscal year 2024.
The Management Board and the Supervisory
Board propose to approve the actions of the members of the Supervisory Board of Fresenius Medical Care AG in fiscal year 2024.
The Supervisory Board - based
on the recommendation of its Audit Committee (Pr fungsausschuss) - proposes to resolve as follows:
The Audit Committee stated that its
recommendation is free from undue influence by a third party and that no clause restricting the choice in the meaning of Article 16 (6) of
the Regulation (EU) No. 537/2014 of the European Parliament and the Council of 16 April 2014 on specific requirements
regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (EU Statutory Audit Regulation)
has been imposed upon it.
The auditor of the sustainability reporting
is elected as a matter of precaution in case the German legislator, in implementing Art. 37 of the Directive 2006/43/EC of the European
Parliament and of the Council of 17 May 2006 (EU Statutory Audit Directive) in the version of the Directive (EU) 2022/2464 of
the European Parliament and of the Council of 14 December 2022 on corporate sustainability reporting (EU Corporate Sustainability
Reporting Directive), should require an explicit election of this auditor by the General Meeting, i.e., the German implementation law
should not provide for the audit of the sustainability reporting by the (statutory) auditor anyway.
The Management Board and the Supervisory
Board of listed companies must annually prepare a compensation report in accordance with sec. 162 AktG and submit the compensation
report to the General Meeting for approval pursuant to sec. 120a (4) AktG.
compensation report of the Company for fiscal year 2024 was reviewed by the auditor pursuant to sec. 162 (3) AktG to determine
whether the statutorily required disclosures pursuant to sec. 162 (1) and (2) AktG were made. In addition to the statutory
requirements, the content of the compensation report was also reviewed by the auditor on a voluntary basis. A corresponding auditor's
report on the compensation report is attached to the compensation report.
The compensation report for fiscal year
2024 including the auditor's report is available on the Company's website at:
and will continue to be available there
during the Annual General Meeting.
Management Board and the Supervisory Board propose to approve the compensation report for fiscal year 2024, prepared and audited
in accordance with sec. 162 AktG.
The Management Board is authorized pursuant
to Article 4 (3) of the Articles of Association to increase the share capital of the Company with the approval of the Supervisory
Board by up to EUR 35,000,000.00 by issuing new bearer shares with no-par value for cash on one or more occasions (Authorized Capital 2020/I).
Furthermore, the Management Board is authorized pursuant to Article 4 (4) of the Articles of Association to increase the
share capital of the Company with the approval of the Supervisory Board by up to EUR 25,000,000.00 by issuing new bearer shares with
no-par value for cash and/or contributions in kind on one or more occasions (Authorized Capital 2020/II). These authorizations expire
on 26 August 2025, respectively. They have not been exercised.
To enable the Company to increase the
share capital in a flexible manner and without a further resolution of the General Meeting also after the existing authorized capitals
have expired, the creation of one uniform new authorized capital of up to EUR 60,000,000.00 shall be proposed hereinafter, which
will entirely replace the previous Authorized Capital 2020/I and the previous Authorized Capital 2020/II. The creation of only
one new authorized capital shall simplify the current capital structure of the Company and take into account the practice of a large number
of large, listed companies, which for their part have only created one uniform authorized capital. The proposed volume of this new Authorized
Capital 2025 corresponds to the sum of the volumes of the previous authorized capitals and to about 20% of the share capital of the
Company existing at the time of this resolution. The term of the authorization shall again be five years. The possibility of excluding
shareholders' subscription rights shall be limited to shares amounting to up to 10% of the Company's share capital.
The Management Board and the Supervisory
Board propose to resolve as follows:
Management Board is authorized until 21 May 2030 to increase the share capital of the Company with the approval of the Supervisory
Board by up to EUR 60,000,000.00 (in words: sixty million euros) for cash and/or contributions in kind by issuing new bearer shares
with no-par value on one or more occasions (Authorized Capital 2025). The number of shares must be increased in the same proportion
as the share capital. The new shares shall participate in the profits from the start of the fiscal year in which they are issued. In deviation
therefrom and to the extent legally permissible, the Management Board may stipulate
with the approval of the Supervisory Board that the new shares will participate in profits as of the beginning of a fiscal year that has
already ended and for which no resolution on the allocation of distributable profit has been passed by the General Meeting at the time
of their issue. In general, the shareholders have a subscription right. The new shares can also be obtained by a credit institution,
a securities institution or a company operating in accordance with sec. 53 (1) sentence 1 of the German Banking Act
(Kreditwesengesetz - KWG) or sec. 53b (1) sentence 1 or (7) KWG (financial institution) or
a consortium of such credit institutions, securities institutions and/or financial institutions retained by the Management Board with
the obligation to offer the shares to the Company's shareholders for subscription.
However, the Management Board is authorized
with the approval of the Supervisory Board to exclude the shareholders' subscription rights in particular in the following cases:
The Management Board may only exercise
the aforementioned authorization to exclude subscription rights to the extent that the proportional amount of the total shares issued
subject to an exclusion of subscription rights exceeds 10% of the share capital neither at the time of this authorization coming into
effect nor at the time of the exercise of this authorization. In case that during the period of validity of the Authorized Capital 2025
until its utilization, other authorizations on the issuance or on the sale of shares of the Company or the issuance of rights which authorize
or bind to the subscription of shares of the Company are exercised and the subscription rights are excluded, such subscription rights
will be taken into account with regard to the aforementioned limit.
The Management Board is further authorized
to determine with the approval of the Supervisory Board the further details for the implementation of capital increases from the Authorized
Capital 2025. The Supervisory Board is authorized to amend the wording of the corresponding provisions of the Articles of Association