Full Press Release Details
ISIN: US3580291066 // CUSIP: 358029106
the Annual General Meeting
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, 21 May 2026, at 10:00 hours Central European Summer Time (CEST)
at the Congress Center Messe Frankfurt, Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main, Germany.
documents are available from the time the General Meeting is convened on the Company's website at:
documents will also be available for inspection by shareholders at the General Meeting and will be explained in more detail there.
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 Section 172 German Stock Corporation Act (Aktiengesetz -
"AktG"). In accordance with statutory provisions, there will therefore be no resolution in respect of this agenda
Board and the Supervisory Board propose to allocate the distributable profit of Fresenius Medical Care AG for fiscal year 2025 as reported
in the annual financial statements as follows:
| Payment of a dividend of EUR 1.49 for each of the 279,288,885 shares entitled to dividend | EUR | 416,140,438.65 | ||
| Profit carried forward to new account | EUR | 2,184,449,959.15 | ||
| Distributable profit | EUR | 2,600,590,397.80 |
for the allocation of distributable profit takes into account the 14,124,564 treasury shares held directly or indirectly by the Company
on 31 December 2025, which are not entitled to dividend in accordance with Section 71b AktG. As the number of shares of
the Company entitled to dividend for fiscal year 2025 will change until the General Meeting due to the ongoing share buyback program,
the General Meeting will be presented with a proposal that will be adjusted accordingly with an unchanged dividend of EUR 1.49 for each
share entitled to dividend and accordingly adjusted amounts for the dividend sum and the profit carried forward to new account.
of the dividend is due on 27 May 2026.
Board and the Supervisory Board propose to approve the actions of the members of the Management Board of Fresenius Medical Care AG in
Board and the Supervisory Board propose to approve the actions of the members of the Supervisory Board of Fresenius Medical Care AG in
Board - based on the recommendation of its Audit Committee (Pr fungsausschuss) - proposes to resolve as follows:
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 Art. 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.
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.
Board and the Supervisory Board of listed companies must annually prepare a compensation report in accordance with Section 162 AktG
and submit the compensation report to the General Meeting for approval pursuant to Section 120a(4) AktG.
report of the Company for fiscal year 2025 was reviewed by the auditor pursuant to Section 162(3) AktG to determine whether
the statutorily required disclosures pursuant to Section 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.
report for fiscal year 2025 including the auditor's report is available on the Company's website at:
continue to be available there during the General Meeting.
Board and the Supervisory Board propose to approve the compensation report for fiscal year 2025, prepared and audited in accordance with
granted by the Annual General Meeting on 20 May 2021, and by the Extraordinary General Meeting on 14 July 2023, to purchase
and use treasury shares for specific purposes ends upon the expiration of 19 May 2026. In order to enable the Company to purchase
and use treasury shares also in the future, this authorization shall be renewed for a period of five further years in accordance with
the well-established practice of large listed companies.
Board and the Supervisory Board therefore propose the following resolution:
with the authorization to purchase and utilize treasury shares with the possibility to exclude subscription rights proposed under this
agenda item 7, the Management Board submits under section II of this convening a written report on the reasons for which the Company
shall be authorized to exclude shareholders' subscription rights in certain cases when using treasury shares (Section 186(4) sentence
2, Section 71(1) No. 8 sentence 5 AktG). The report will be available on the Company's website at
the date of the notice convening the General Meeting and also during the General Meeting.
report by the Management Board regarding agenda item 7
Board hereinafter reports on the renewal of the authorization to purchase and use treasury shares with the possibility to exclude subscription
rights as proposed under agenda item 7 of the Annual General Meeting 2026.
authorization to acquire and use treasury shares of up to 10% of the share capital was resolved by the Annual General Meeting on 20 May 2021.
In connection with the change in the Company's change of legal form from a partnership limited by shares (Kommanditgesellschaft
auf Aktien) into a stock corporation (Aktiengesellschaft), the Extraordinary General Meeting on 14 July 2023 resolved
that this authorization, upon the effectiveness
of the change of legal form, shall continue to apply in favor of the Company's Management Board (instead of the former general
partner) and the Company's Supervisory Board (instead of the supervisory board of the former general partner) and shall be otherwise
unchanged in content.
on the existing authorization, the Company commenced a share buyback program on 11 August 2025. Under this share buyback program,
up to 29,288,814 shares of the Company may be repurchased on the stock exchange within two years after the program's start for
a total purchase price of EUR 1 billion (not including ancillary acquisition costs). The shares shall be acquired in two tranches. From
11 August 2025 up to and including 29 December 2025, the Company has acquired a total of 14,124,564 shares for a total
of approximately EUR 586 million in a first tranche. From 12 January 2026 up to and including 8 May 2026, shares for a total
of approximately EUR 414 million are intended to be acquired in a second tranche. The second tranche has not been completed at the time
of the notice convening the General Meeting. As at 31 December 2025, the holding of treasury shares amounted to approximately 4.81%
of the Company's share capital. Further information on the share buyback program is available at:
to purchase and use treasury shares granted by the Annual General Meeting on 20 May 2021, and the Extraordinary General Meeting
on 14 July 2023, ends upon the expiration of 19 May 2026.
to be able to purchase and use treasury shares in the interest of the Company and its shareholders also in the future, the Management
Board and the Supervisory Board propose to the General Meeting under agenda item 7 to grant a new authorization to purchase and use treasury
shares. In order to ensure maximum flexibility in the handling of treasury shares, this authorization shall again be granted for a period
of five years, i.e. until 20 May 2031.
of treasury shares can be executed (i) by way of a purchase via the stock exchange or via a multilateral trading facility within
the meaning of Section 2(6) B rsG ("MTF"), or (ii) by means of a public tender offer by the Company
addressed to all its shareholders or an invitation to all shareholders to submit offers for sale. In the event of the last two acquisition
scenarios, the shareholders can decide themselves how many shares - and in case a price range is fixed also at what price -
they want to offer to the Company. In any case, the Management Board will respect the principle of equal treatment of all shareholders
provided for under German stock corporation law in accordance with Section 53a AktG when acquiring treasury shares. The proposed
acquisition scenarios via the stock exchange, an MTF, a public tender offer made to all shareholders or by means of an invitation to
submit offers for sale all take account of that principle.
event of an acquisition by way of a public tender offer or a public invitation to submit offers for sale, the purchase price offered
or the limits of the purchase price range per share (excluding incidental acquisition costs (Erwerbsnebenkosten)) must not be
more than 10% above or more than 20% below the average trading price of shares of the Company in the Xetra trading system (or a comparable
successor system) on the three exchange trading days preceding the date of the publication of the offer or public invitation to submit
an offer for sale. If significant changes from the relevant price occur after the publication of a tender offer or public invitation
to submit an offer for sale, it will be possible to adjust the offer or invitation to submit such an offer, with such adjustment being
based on the relevant average price on the three exchange trading days prior to the publication of any such adjustment. The tender offer
or invitation to submit an offer may be subject to further conditions.
the event of a public tender offer or an invitation to submit offers for sale the total volume of shares offered or tendered exceeds
the volume of shares intended to be bought back, the Company will accept those shares on a pro-rata basis. However, it is possible to
provide for a preferential acceptance of smaller numbers of shares of up to 100 shares per offering shareholder. This option is designed
on the one hand to avoid having small numbers of residual shares, which tend to be uneconomical and may lead to de facto discrimination
against small shareholders. It also helps simplify the technical execution of the purchase process. Finally, provision is to be made
in all instances to allow rounding off in accordance with proven commercial practice to avoid arithmetical fractional shares. In this