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H he, Ger-many, e-mail: datenschutzbeauftragter@fmc-ag.com. In addition, shareholders have the right to lodge a complaint with a supervisory authority pursuant to Article 77 GDPR. Further information regarding the processing of personal data of shareholders or proxies in the course of the use of the Shareholder Portal are available in the Shareholder Portal.
Shareholders and proxies have a right to withdraw any consent given by them. Shareholders and proxies can assert these rights towards the Company free of charge via the contact details indicated above or directly vis- -vis the data protection officer: Fresenius Medical Care AG & Co. KGaA, Mr. Giovanni Brugugnone, Else-Kr ner-Stra e 1, 61352 Bad Homburg v.d.
The personal data will be stored by the Company in accordance with legal obligations and for the avoidance of potential liability risks and will be deleted afterwards. A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 50 4. Rights of data subjects and contact details of the data protection officer In accordance with the statutory provisions, shareholders and proxies are at any time entitled as data subjects to exercise their rights of access, of rectification, of restric-tion, of objection and of erasure regarding the processing of their personal data and are also entitled to exercise their right to data portability in accordance with chapter III of the GDPR.
Statements published in the Shareholder Portal are available there until the end of the General Meeting and subsequently will be deleted in a timely manner. In addition, personal data will be processed and made available to shareholders and proxies in the con-text of the virtual General Meeting within the framework of statutory provisions, in particular via the list of partici-pants, which in the case of a virtual General Meeting must also show the shareholders or proxies who are electroni-cally connected to the meeting.
The service providers engaged by the Company receive only personal data from the Company that are required to provide the requested services, and process data only based on instructions by the Company. Additional personal data relating to, for instance, questions, speeches, state-ments, motions, election proposals and requests of share-holders or proxies may also be collected in the context of the virtual General Meeting.
Legal basis for data processing The legal basis for the processing are Article 6 (1) sentence 1 lit. a), Article 6 (1) sentence 1 lit. c) as well as Article 6 (1) sentence 1 lit. f) of the General Data Protection Regulation (GDPR). 3. Categories of recipients of personal data, data sources and retention period The Company and, respectively, the service providers of the Company that are engaged in the context of the virtual General Meeting receive the personal data of the share-holders or proxies from the registration office, which receives the data either from the shareholders or proxies themselves or from the depositary banks of the sharehold-ers.
If applicable, the Company also processes personal data relating to the exercise of shareholder rights such as to questions, speeches, state-ments, motions, election proposals and requests of share-holders or proxies in the context of the virtual General Meeting or relating to the preparation of the list of partici-pants pursuant to section 129 (4) AktG. 2.
If share-holders or proxies and the Company contact each other, the Company also processes the personal data (for example the contact data provided by the shareholder or proxy, such as e-mail address or telephone number) necessary to respond to any requests or, for example, to check the functionality of the video communication in the context of speeches pur-suant to section 130a (6) AktG.
PRIVACY NOTICE 1. Controller, categories of processed data and purposes of data processing Fresenius Medical Care AG & Co. KGaA, Else-Kr ner-Stra e 1, 61352 Bad Homburg v.d. H he, Germany (Company), e-mail: ir@fmc-ag.com, processes personal data (in particular name, first name, address, e-mail address, number of shares, type of ownership of shares, number of the access card, and voting, and, as the case may be, name, first name and address of a proxy authorized by the respective share-holder) as controller in accordance with applicable data protection laws to enable shareholders to exercise their rights in the context of the virtual General Meeting.
Persons whose ADR are held of record by bank, broker or other intermediary may be required to provide their voting instructions through their intermediaries, who will in turn forward such instructions to the Depositary Bank. Hof an der Saale, March 2023 Fresenius Medical Care AG & Co. KGaA The General Partner Fresenius Medical Care Management AG The Management Board IV.
The Bank of New York Mellon will distribute to ADR hold-ers (a) a notice informing ADR holders of the electronic avail-ability of the AGM invitation and agenda, and the materials A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 49 referred to in the agenda, and (b) a voting instruction card for ADR holders. Voting instructions must be received by The Bank of New York Mellon by 5 May 2023 (prior to 12:00 hours EDT) at the latest.
TIME SPECIFICATIONS IN THIS CONVENING NOTICE The time specifications in this convening notice refer to the Central European Summer Time (CEST) unless explicitly stated otherwise. With regard to the Coordinated Universal Time (UTC) this translates to UTC = CEST minus two hours. INFORMATION FOR HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (ADR) REGARDING THE ANNUAL GENERAL MEETING Holders of ADR will generally submit their voting instructions to The Bank of New York Mellon, in its capacity as Depositary Bank.
AUDIO AND VIDEO BROADCAST The entire General Meeting will be broadcast in audio and video on 16 May 2023 from 10:00 a.m. CEST for the properly reg-istered shareholders and their proxies in the Shareholder Portal at: www.freseniusmedicalcare.com/en/agm/ The broadcast of the introductory remarks of the chair of the meeting as well as the speech of the chair of the Management Board of the General Partner can be followed by the interested public via the aforementioned website of the Company without the need for access to the Shareholder Portal and thus prior registration for the General Meeting.
The voting results will be published on the aforementioned website of the Company after the General Meeting. Information on issuing a confirmation of receipt of votes cast electronically pursuant to section 118 (1) sentence 3 AktG as well as on issuing a confirmation of the vote count pursuant to section 129 (5) AktG, which the person casting the vote may request within one month of the date of the General Meeting, can be found in the Shareholder Portal.
Further information on the rights of the shareholders Further explanations on the rights of the shareholders, in partic-ular on those under section 278 (3) AktG in conjunction with sec-tion 122 (2), section 126 (1), section 127, section 131 (1) AktG, are available on the Company's website at www.freseniusmedical care.com/en/agm/. AVAILABILITY OF DOCUMENTS AND INFORMATION The documents to be made available to the General Meeting in accordance with section 278 (3) AktG in conjunction with sec-tion 124a AktG, section 118a (6), section 130a (3) AktG are acces-sible on the Company's website at: www.freseniusmedical care.com/en/agm/ The Company intends to publish on such website prior to the General Meeting also the speech of the chair of the General Partner's Management Board on a voluntary basis.
Declaration of objections to resolutions of the General Meeting, section 118a (1) sentence 2 no. 8 AktG Shareholders or their proxies who are connected electronically to the virtual General Meeting have the right to object to reso-lutions of the General Meeting by means of electronic commu-nication. Objections can be made via the Shareholder Portal throughout the General Meeting until the end of the General Meeting.
This applies only to the extent the information is neces-sary for a proper evaluation of the item on the agenda. The right to information is to be exercised exclusively at the Gen-eral Meeting. It is intended that the chair of the meeting will determine that the right to information at the General Meeting may be exercised exclusively by means of video communication, i.e., as part of the exercise of the right to speak (as described above).
Right to information pursuant to section 278 (3) AktG in conjunction with section 118a (1) sentence 2 no. 4, section 131 (1) AktG Pursuant to section 278 (3) AktG in conjunction with section 131 (1) AktG, information on the affairs of the Company including the legal and business relationships with affiliated companies and on the situation of the group and the companies included in the con-solidated financial statements is to be given by the General Part-ner to every shareholder upon the latter's request at the General Meeting.
The Company reserves the right to check the functionality of the video communication between the shareholder or proxy and the Company at the meeting and prior to the speech and to reject the shareholder or proxy if the functionality of the video communication is not ensured. Pursuant to section 131 (2) sentence 2 AktG in conjunction with Art. 17 (2) sentence 2 of the Articles of Association of the Com-A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 48 pany, the chair of the meeting is entitled to reasonably limit the speaking time of the shareholders and the time to ask ques-tions from the beginning of the General Meeting.
Shareholders or their proxies can register to speak in the Shareholder Portal from the beginning of the General Meeting. Motions and election proposals pursuant to section 278 (3) AktG in conjunction with section 118a (1) sentence 2 no. 3 AktG (as described above) and requests for information (as described below) may form part of the speech. To exercise the right to speak and the shareholder rights to be exercised within the scope of the right to speak, shareholders or their proxies require an internet-capable terminal device (PC, laptop, tablet or smartphone) equipped with a camera and microphone that can be accessed from the browser.
The submis-sion of motions and election proposals (as described above), the exercise of the right to information (as described below) and the declaration of objections to resolutions of the General Meeting (as described below) are only possible via the channels described separately in this convening notice. Right to speak pursuant to section 278 (3) AktG in conjunction with section 118a (1) sentence 2 no. 7, section 130a (5) and (6) AktG Shareholders or their proxies who are connected electronically to the virtual General Meeting have a right to speak at the meeting, which may be exercised only by means of video com-munication.
Motions and election proposals, requests for information and objections to resolutions of the General Meeting in the context of statements submitted in text form will not be considered at the General Meeting. In particular, the opportunity to submit statements does not constitute an opportunity to submit ques-tions in advance pursuant to section 131 (1a) AktG.
Statements will not be made available if they are submitted late or do not meet the above requirements or to the extent the General Partner would be liable to prosecution by making them available or if they contain information that is obviously false or misleading in material respects or if they contain insults or if the shareholder indicates not to attend the General Meeting and not to be represented (section 278 (3) AktG in conjunction with section 130a (3) sentence 4 in conjunction with section 126 (2) sentence 1 no. 1, no. 3 and no. 6 AktG).
Submissions must be made in text form via the Shareholder Por-tal. Statements may not exceed 10,000 characters (including spaces). The Company will make the statements available to properly registered shareholders no later than four days prior to the meeting, i.e., by 11 May 2023 (24:00 CEST), stating the name of the submitting shareholder or proxy, via the Share-holder Portal on the Company's website at www.freseniusmedical care.com/en/agm/.
Submission of statements pursuant to section 278 (3) AktG in conjunction with section 118a (1) sentence 2 no. 6, section 130a (1) through (4), (6) AktG Shareholders who have properly registered for the virtual General Meeting or their proxies have the right to submit state-ments on the items on the agenda by electronic means no later than five days before the meeting, not counting the day of receipt and the day of the Annual General Meeting, i.e., by 10 May 2023 (24:00 CEST).
If the shareholder submitting the countermotion or election proposal is not properly registered for the General Meeting or if this shareholder has not provided evidence of shareholding, the countermotion or election pro-posal does not have to be dealt with at the General Meeting. Countermotions and election proposals as well as other motions may also be made during the General Meeting by means of video communication, i.e., within the scope of the right to speak, as described below.
Pursuant to section 126 (4) AktG, countermotions and proposals for election by shareholders to be made available by the Com-pany are deemed to have been made at the time they are made available. Shareholders who have properly registered for the General Meeting and provided evidence of their shareholding may exercise their voting rights in respect of these countermo-tions and election proposals.
Pursuant to section 126 (2) sentence 2 AktG, any reasons for a countermotion also do not need to be made accessible if they amount to more than 5,000 characters in total. Section 126 AktG applies analogously to the proposal of a shareholder for the election of auditors pursuant to section 127 AktG. In addition, proposals for the election of auditors pursuant to section 127 AktG will be made accessible only if they contain the name, the profession exercised and the residential address of the proposed person or the name and registered office of the proposed legal entity.
Any comments of the management of the Company on coun-termotions or proposals for election will also be published under the internet address provided above. Countermotions and proposals for election must be sent to one of the following contact options: Fresenius Medical Care AG & Co. KGaA Investor Relations Else-Kr ner-Stra e 1 61352 Bad Homburg v.d.H he Germany or e-mail: hauptversammlung@fmc-ag.com Countermotions and any reasons given do not need to be made accessible under the prerequisites of section 126 (2) sentence 1 A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 47 AktG.
Shareholders may also submit proposals for the election of auditors. Countermotions and pro-posals for election to be made accessible that have been received by the Company at the address mentioned below at least 14 days prior to the General Meeting, not counting the day of receipt and the day of the General Meeting, i.e., until 1 May 2023 (24:00 hours CEST) at the latest, will be made available on the Company's website to the other shareholders, including the name of the submitting shareholder and any reasons given, at www.freseniusmedicalcare.com/en/agm/.
When calcu-lating the shareholding period, section 70 AktG must be observed. We ask shareholders to submit any supplemental requests to the following address: Fresenius Medical Care AG & Co. KGaA Die pers nlich haftende Gesellschafterin Fresenius Medical Care Management AG Vorstand Else-Kr ner-Stra e 1 61352 Bad Homburg v.d.H he Germany Motions and election proposals by share-holders according to section 278 (3) AktG in conjunction with section 126, section 127, section 118a (1) sentence 2 no. 3, sec-tion 130a (5) sentence 3 AktG Prior to the General Meeting shareholders may submit counter-motions to the Company regarding proposals made by the Gen-eral Partner and/or the Supervisory Board pertaining to a spe-cific item on the agenda.
Supplemental requests received after that date cannot be taken into account. Applicants must provide evidence that they have held the min-imum quantity of shares for at least ninety days prior to the day of the receipt of the supplemental request by the Company and that they hold the shares until the General Partner's deci-sion on the supplemental request (section 278 (3) AktG in con-junction with section 122 (2), (1) sentence 3 AktG).
For each new item, reasons or a draft resolution must be attached. Supplemental requests must be received by the Company at least 30 days prior to the General Meeting in writing; the day of receipt and the day of the General Meeting are not included in that calculation. Therefore, the last possible date for receipt is 15 April 2023 (24:00 hours CEST).
A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 46 The use of the Shareholder Portal by the proxy requires that the proxy receive the access data sent with the access card to the General Meeting from the grantor of the proxy unless the access data have been sent directly to the proxy. INFORMATION ON SHAREHOLD-ERS' RIGHTS PURSUANT TO SEC-TION 278 (3) AKTG IN CONJUNC-TION WITH SECTION 118A (1), SECTION 122 (2), SECTION 126 (1) AND (4), SECTION 127, SECTION 130A, SECTION 131 (1) AKTG Supplements to the agenda at the request of a minority according to section 278 (3) AktG in conjunction with section 122 (2) AktG Shareholders whose total combined shares amount to the twentieth part of the share capital or the proportionate amount of the share capital of EUR 500,000.00 (that is equivalent to 500,000 non-par value shares), can request, according to sec-tion 278 (3) AktG in conjunction with section 122 (2) AktG, that items be placed on the agenda and notice thereof be given.
KGaA c/o Computershare Operations Center 80249 Munich Germany e-mail: anmeldestelle@computershare.de If a shareholder timely grants, amends or revokes authoriza-tions to third parties both electronically via the Shareholder Portal and by means of the form for postal voting or proxy vot-ing or by other means, the last declaration made electronically via the Shareholder Portal will be considered binding regard-less of the time of receipt of the declarations.
To authorize third parties, shareholders can also use the form for postal voting or proxy voting which will be sent to share-holders or their proxies with their access card after registration and which is also available as a sample on the Company's web-site at www.freseniusmedicalcare.com/en/agm/. If third parties are authorized by means of the form for postal voting or proxy voting or otherwise in text form outside of the Shareholder Portal, the proper authorization must have been received by the Company for organizational reasons by the end of 15 May 2023 (24:00 hours CEST), at the latest, at the following postal address or e-mail address: Fresenius Medical Care AG & Co.
To authorize third parties, shareholders can use the Share-holder Portal, which is also available as an electronic means of transmitting evidence of the appointment of a proxy to the Company. The granting of a power of attorney, its amendment, its revocation and the evidence of authorization of third parties via the Shareholder Portal can be made from the activation of the Shareholder Portal until the closure of the General Meeting.
The granting of the power of attorney, its amendment and revo-cation as well as the evidence of authorization vis- -vis the Com-pany require the text form; intermediaries, shareholders' associ-ations and proxy advisors within the meaning of section 134a (1) no. 3 AktG and other persons equivalent to intermediaries pur-suant to section 135 (8) AktG may provide for deviating provi-sions in case of their authorization.
Timely registration and timely evidence of shareholding in accor-dance with the above provisions are also required in case a power of attorney is granted. This does not preclude the grant-ing of a power of attorney after registration has been completed. If the shareholder authorizes more than one person, the Company may reject one or more of these persons.
PROCEDURE REGARDING THE AUTHORIZATION OF THIRD PARTIES Shareholders may also have their rights in connection with the General Meeting exercised by a proxy, e.g., the depositary bank, an association of shareholders or another person of their choice, to the extent these are willing to do so. Authorized third parties also may not physically participate in the virtual Gen-eral Meeting and may exercise the voting rights only as described above by postal vote (also by means of electronic communication) or by granting power of attorney and issuing instructions to the proxies appointed by the Company.
If a shareholder or proxy timely issues, amends or revokes pow-ers of attorney and instructions to the proxies of the Company both electronically via the Shareholder Portal and by means of the form for postal voting or proxy voting, the last declaration issued electronically via the Shareholder Portal will be consid-ered binding, irrespective of the time of receipt of the declara-tions.
KGaA c/o Computershare Operations Center 80249 Munich Germany e-mail: anmeldestelle@computershare.de Up to this date and time, the powers of attorney and instruc-tions to the proxies of the Company issued by means of the form for postal voting or proxy voting may also be changed or revoked at the aforementioned postal address or e-mail address. After this date and time, the powers of attorney and instructions to the proxies of the Company issued by means of the form for postal voting or proxy voting may be changed or revoked via the Shareholder Portal as described above.
The granting of powers of attorney and instructions, their amendment, revocation and the evidence of authorization of the proxies of the Company may be made electronically via the Shareholder Portal from the time the Shareholder Portal is activated until the time specified by the chair of the meeting in the context of the voting. The powers of attorney and instructions to the proxies of the Company issued by means of the form for postal voting or proxy voting may be sent to the Company by mail or e-mail and, for organizational reasons, must be received by the Company at the latest by the end of 15 May 2023 (24:00 CEST) at the following postal address or e-mail address: Fresenius Medical Care AG & Co.
This does not preclude the granting of a power of attorney after registration has been completed. A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 45 Powers of attorney and instructions to the proxies of the Com-pany may be issued either electronically via the Shareholder Portal, which is also available as an electronic means of trans-mitting evidence of authorization of the proxies to the Com-pany, or by using the form for postal voting or proxy voting sent to shareholders with their access card after registration and which is also available as a sample on the Company's web-site at www.freseniusmedicalcare.com/en/agm/.
In the absence of explicit and unambigu-ous instructions, the proxies of the Company will abstain from voting on the respective voting item. The proxies of the Company may not be instructed to exercise shareholder rights beyond the exercise of voting rights in accordance with instructions. Timely registration and timely evidence of shareholding in accordance with the above provisions are also required in case a power of attorney and instructions are issued to the proxies of the Company.
The proxies of the Company are employees of the Company or of an affiliated company who vote on the individual agenda items in accordance with the instructions issued to them on the basis of authorizations by shareholders or their proxies. The proxies of the Company are obliged to vote as instructed. They cannot exercise voting rights at their own discretion.
If a shareholder or proxy timely exercises voting rights by postal vote both electronically via the Shareholder Portal and by means of the form for postal voting or proxy voting, the last electronic voting via the Shareholder Portal will be considered binding regardless of the time of receipt of the postal votes. Voting by the proxies appointed by the Company The Company offers its shareholders or their proxies to autho-rize proxies appointed by the Company and bound by instruc-tions to exercise their voting rights.
KGaA c/o Computershare Operations Center 80249 Munich Germany e-mail: anmeldestelle@computershare.de Up to this date and time, postal votes cast by means of the form for postal voting or proxy voting may also be changed or revoked at the aforementioned postal address or e-mail address. After this date and time, votes cast using the form for postal voting or proxy voting can be changed or revoked via the Shareholder Portal as described above.
Voting electronically by postal vote via the Shareholder Portal may be carried out until the time specified by the chair of the meeting in the context of the voting. Up to this point in time, it is also possible to revoke or change the votes cast via the Shareholder Portal. Postal votes cast by means of the form for postal voting or proxy voting can be sent to the Company by post or e-mail and, for organizational reasons, must be received by the Company at the latest by the end of 15 May 2023 (24:00 hours CEST) at the following postal address or e-mail address: Fresenius Medical Care AG & Co.
The exercise of voting rights requires proper registration and evi-dence of shareholding in accordance with the above provisions. Further details on exercising voting rights are described below. Postal vote Shareholders or their proxies may cast their votes by postal vote (also by means of electronic communication). Postal votes can either be cast electronically via the Shareholder Portal or by using the form for postal voting or proxy voting sent to shareholders with their access card after registration and which is also available as a sample on the Company's website at www.freseniusmedicalcare.com/en/agm/.
However, the Evidence Date has no significance for the entitlement to divi-dend as this entitlement only depends on the shareholder status on the day of the resolution on the distribution of profits by the General Meeting. EXERCISE OF THE VOTING RIGHT Voting rights may be exercised only by postal vote (also by means of electronic communication) or by granting power of attorney and issuing instructions to the proxies appointed by the Company.
Even a full or partial sale of the shareholding after the Evidence Date does not affect the right to participate and the voting right. This also applies accordingly to the acquisition of shares after the Evidence Date. Persons who do not yet hold shares on the Evidence Date and become shareholders only thereafter are entitled to participate at the General Meeting and exercise voting rights for the shares held by them only to the extent that they are authorized by proxy or otherwise authorized to exercise rights.
As regards the participation at the General Meeting and the exercise of voting rights, only those who have provided evidence of shareholding are considered shareholders in relation to the Company. The right of participation at the General Meeting 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.
After receipt of the registration and evidence of shareholding, registered shareholders will receive access cards on which the number of votes and the necessary access data for the inter-net-based, password-protected General Meeting and Voting System (Shareholder Portal) are printed. In order to ensure that the access cards are received in time, we ask shareholders to ensure that they register and send evidence of their shareholding to the Company in good time.
KGaA c/o Computershare Operations Center 80249 Munich Germany or e-mail: anmeldestelle@computershare.de and who have provided the Company with evidence of their entitlement to participate at the General Meeting and to exer-cise voting rights are entitled to such rights. As evidence of such entitlement, shareholders must, by the end of 9 May 2023 (24:00 hours CEST), at the latest, provide evidence of A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 44 their shareholding issued by the ultimate intermediary (usually their depositary institution) in text form in the German or the English language to the aforementioned address referring to the beginning of 25 April 2023 (00:00 hours CEST) (Evidence Date).
In view of the new legal framework, there are signif-icant changes compared with both physical General Meet-ings and the last virtual General Meeting held in accordance with the special legislation enacted in response to the COVID-19 pandemic. REQUIREMENTS FOR THE PARTICIPATION AT THE GENERAL MEETING AND THE EXERCISE OF VOTING RIGHTS Only those shareholders who have registered with the Com-pany in text form in the German or the English language by the end of 9 May 2023 (24:00 hours CEST), at the latest, at one of the following contact options: Fresenius Medical Care AG & Co.
As part of their right to speak at the meeting via video communication, they are also entitled to submit motions and election proposals and to request information from the General Partner, as well as to declare objections to resolutions of the General Meeting in the minutes via electronic communication. Further details on this are described below. In view of the special features of the virtual General Meet-ing, we ask shareholders to pay particular attention to the following information on registering for the General Meeting as well as on exercising voting rights and other shareholder rights.
Prior to the meeting, shareholders who have properly registered and provided evidence of their shareholding or their proxies may also submit statements by electronic communica-tion. During the meeting, shareholders or their proxies who are electronically connected to the meeting will be granted the right to speak at the meeting by means of video communica-tion.
The Shareholder Portal can be accessed via the Company's website at www.freseniusmedicalcare.com/en/agm/ and is expected to be activated as of 25 April 2023. Access to the Shareholder Portal requires the entry of access data which will be sent to shareholders or their proxies after proper registra-tion and evidence of shareholding. Shareholders or their proxies may exercise their voting rights by means of electronic communication or by issuing a power of attorney and instructions to the proxies appointed by the Com-pany.
The Company has set up an internet-based, password-pro-tected General Meeting and voting system (Shareholder Portal) for the purpose of conducting the virtual General Meeting. The Shareholder Portal enables shareholders or their proxies to participate in the virtual General Meeting by connecting elec-tronically and to exercise meeting-related shareholder rights by means of electronic communication.
In addition, the virtual format also serves to protect the health of the shareholders and of the persons present at the meeting location. Shareholders' rights in the vir-tual General Meeting in accordance with the newly introduced section 118a AktG (as described below) essentially correspond to those in a General Meeting held in presence and partially even go beyond them.
Physi-cal attendance by shareholders and their proxies (with the exception of the proxies of the Company) at the location of the General Meeting is excluded. Holding the General Meeting as a virtual General Meeting enables in particular shareholders resident abroad to partici-pate in the General Meeting and exercise all meeting-related shareholder rights without having to travel to a meeting loca-tion for this purpose.
The Company does not hold any trea-sury shares at the time of convening the Annual General Meet-ing. Therefore, there are 293,413,449 voting rights at the time of the convening of the Annual General Meeting. INFORMATION ON THE IMPLE-MENTATION OF THE VIRTUAL ANNUAL GENERAL MEETING The General Partner has resolved, with the approval of the Supervisory Board, to hold the General Meeting in accordance with section 278 (3) AktG in conjunction with section 118a AktG and section 26n (1) EGAktG as a virtual General Meeting.
Frankfurt am Main, February 24, 2023 A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 43 III. FURTHER INFORMATION REGARDING THE CONVENING 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 293,413,449 non-par value shares and consists solely of bearer shares, hav-ing one vote per share.
Our responsibility for the audit and for our auditor's report is only towards the company in accor-dance with this engagement. The auditor's report is not intended for any third parties to base any (financial) decisions thereon. We do not assume any responsibility, duty of care or liability towards third parties; no third parties are included in the scope of protection of the underlying engagement. 334 BGB [B rgerliches Gesetzbuch: German Civil Code], according to which objections arising from a contract may also be raised against third parties, is not waived.
PRICEWATERHOUSECOOPERS GMBH Wirtschaftspr fungsgesellschaft (SGD. PETER KARTSCHER) (SGD. HOLGER LUTZ) Wirtschaftspr fer Wirtschaftspr fer (German Public Auditor) (German Public Auditor) Restriction on use We issue this auditor's report on the basis of the engagement agreed with Fresenius Medical Care AG & Co. KGaA. The audit has been performed only for purposes of the company and the auditor s report is solely intended to inform the company as to the results of the audit.
Reference to an Other Matter Formal Audit of the Remuneration Report according to 162 AktG The audit of the content of the remuneration report described in this auditor's report includes the formal audit of the remu-neration report required by 162 Abs. [paragraph] 3 AktG, including the issuance of a report on this audit. As we express an unqualified audit opinion on the content of the remunera-tion report, this audit opinion includes that the information required by 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the remuneration report.
We believe that the audit evidence we have obtained is suffi-cient and appropriate to provide a basis for our audit opinion. Audit Opinion In our opinion, based on the findings of our audit, the remune-ration report for the financial year from January 1 to December 31, 2022, including the related disclosures, complies in all mate-rial respects with the accounting provisions of 162 AktG.
The objective of this is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the executive directors and the supervisory board, as well as evaluating the overall presentation of remu-neration report including the related disclosures.
The procedures selected depend on the auditor's judgment. This includes the assessment of the risks of material misstatement of the remuneration report including the related disclosures, whether due to fraud or error. In making those risk assessments, the auditor considers inter-nal control relevant to the preparation of the remuneration report including the related disclosures.
Those standards require that we comply with ethical requirements and plan and per-form the audit to obtain reasonable assurance about whether the remuneration report, including the related disclosures, is free from material misstatement. A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 42 An audit involves performing procedures to obtain audit evi-dence about the amounts including the related disclosures stated in the remuneration report.
Auditor's Responsibilities Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in accordance with German generally accepted standards for the audit of financial statements pro-mulgated by the Institut der Wirtschaftspr fer (Institute of Public Auditors in Germany) (IDW).
Responsibilities of the Executive Directors and the Supervisory Board The executive directors and the supervisory board of Fresenius Medical Care AG & Co. KGaA are responsible for the prepara-tion of the remuneration report, including the related disclo-sures, that complies with the requirements of 162 AktG. The executive directors and the supervisory board are also respon-sible for such internal control as they determine is necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.
The Supervisory Board will submit a fully revised compensation system for approval at the Company's 2024 Annual General Meeting. AUDITOR'S REPORT To Fresenius Medical Care AG & Co. KGaA, Hof an der Saale We have audited the remuneration report of Fresenius Medical Care AG & Co. KGaA, Hof an der Saale, for the financial year from January 1 to December 31, 2022 including the related disclosures, which was prepared to comply with [Article] 162 AktG [Aktiengesetz: German Stock Corporation Act].
Under the new sustainability target for the short-term incentive, there are three equally weighted sustainability criteria: patient satisfaction, employee satisfaction, and the sustainability assessment of the company's products and ser-vices portfolio. The target achievement for the sustainability target will be determined on the basis of third-party assurance.
The non-financial performance target for the short-term incen-tive of the members of the Management Board described in the section Sustainability target was initially set for the years 2020 to 2022. The supervisory board of the General Partner has therefore set a new non-financial performance target for 2023, with an unchanged weighting of 20% for the short-term incentive.
OUTLOOK FOR COMPENSATION-RELATED CHANGES The company intends to complete the realignment of its oper-ating model under the FME25 program in 2023. Under the new model, the Company will operate with a significantly simplified structure of only two global segments in the future: Care Enablement and Care Delivery. The already described, associ-ated elimination of Management Board functions with regional responsibility will have the effect that in 2023, as was the case in the Fiscal Year, the short-term incentive for the members of the Management Board in accordance with the Compensation System 2020+ will be measured exclusively on a global level and no longer also in part on a regional level.
Compensation of the employees Employee compensation is based on the average wages and salaries of all employees on a full-time equivalent basis at group companies worldwide in the respective fiscal year in order to enable reporting that is consistent with the corre-sponding figures from reports for previous years as well as the most comprehensive comparison possible over the entire com-parative period.
As a result, compensation awarded or due to Management Board members is usually lower in the first years of their Manage-ment Board activity than in subsequent years. Compensation of the supervisory boards The variable compensation component previously in place for the respective supervisory boards was eliminated with effect from January 1, 2021 and, to compensate for this, the fixed compensation of the members of the respective supervisory boards was increased in view of the significant increase in the scope of monitoring and advisory activities.
Dieter Schenk 437 7 407 32 308 4 296 296 Michael Sen 114 n. a. n. a. n. a. n. a. Rolf A. Classon 399 0 398 42 280 (2) 285 (7) 305 Sara Hennicken 50 n. a. n. a. n. a. n. a. Gregory Sorensen, MD 152 77 86 n. a. n. a. n. a. Dr. Dorothea Wenzel 228 24 184 139 77 71 45 n. a. Pascale Witz 209 12 187 24 151 9 139 (3) 143 Prof. Dr. Gregor Z nd 152 8 141 83 77 (3) 79 216 25 Former members of the supervisory boards Rachel Empey 102 (28) 141 83 77 (3) 79 (45) 143 Stephan Sturm 342 (19) 424 60 265 3 257 (9) 282 A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 41 Compensation of the Management Board In accordance with the respectively applicable plan terms, an award in the meaning of this Compensation Report from the long-term variable compensation to the members of the Man-agement Board is generally made no earlier than four (LTIP 2011, LTIP 2016 and MB LTIP 2019) or three (MB LTIP 2020, Share Based Award) years after the respective allocation.
Carla Kriwet 3,173 n. a. n. a. n. a. n. a. Dr. Rainer Runte 12 n. a. n. a. n. a. n. a. Dr. Olaf Schermeier 644 (75) 2,578 (15) 3,042 42 2,136 14 1,868 Kent Wanzek 740 (71) 2,554 (30) 3,654 77 2,059 8 1,911 Harry de Wit 637 (77) 2,814 (13) 3,243 91 1,698 (3) 1,745 A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 40 COMPARATIVE PRESENTATION OF THE DEVELOPMENT OF THE COMPENSATION (CONTINUATION OF THE PREVIOUS PAGE) IN THOUS 2022 Change in % 2021 Change in % 2020 Change in % 2019 Change in % 2018 Current members of the supervisory boards Dr.
Dr. Katarzyna Mazur-Hofs 1,903 2 1,872 (6) 1,993 4 1,925 33 1,447 Rice Powell 4,658 (14) 5,424 (29) 7,642 88 4,060 (1) 4,082 William Valle 3,457 (7) 3,709 (16) 4,402 88 2,345 (8) 2,548 Former members of the Management Board Michael Brosnan 382 (41) 651 (83) 3,813 (16) 4,561 107 2,207 Roberto Fust 293 7 274 (87) 2,157 245 626 97 317 Prof. Emanuele Gatti 378 6 355 355 355 (51) 729 Dr.
KGaA (1,141,219) n. a. 1,737,017 n. a. (1,357,242) n. a. 676,709 n. a. (937,906) Average employees' compensation 52.3 15 45.4 (2) 46.2 2 45.5 2 44.6 Current members of the Management Board or members in office until the end of the Fiscal Year Helen Giza 1,969 11 1,781 (12) 2,014 185 707 n. a. Franklin W. Maddux, MD 1,683 (15) 1,986 (33) 2,949 n. a. n. a.
A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 39 T 4.38 COMPARATIVE PRESENTATION OF THE DEVELOPMENT OF THE COMPENSATION (CONTINUATION SEE NEXT PAGE) IN THOUS 2022 Change in % 2021 Change in % 2020 Change in % 2019 Change in % 2018 Revenue 19,398,017 10 17,618,685 (1) 17,859,063 2 17,476,555 6 16,546,873 Operating income 1,511,755 (18) 1,852,290 (20) 2,304,409 2 2,269,558 (25) 3,037,798 Net income 673,405 (31) 969,308 (17) 1,164,377 (3) 1,199,619 (39) 1,981,924 ROIC 3.3% (33) 4.9% (16) 5.8% (5) 6.1% (51) 12.4% Annual result according to the statutory financial statements of Fresenius Medical Care AG & Co.
For instance, the Company implemented IFRS 15 in 2018 and IFRS 16 in 2019. The initial application of each of these account-ing standards has a material impact on some of the figures shown in the compensation comparison (revenue, net income, operating income, ROIC), making it more difficult to compare these figures for 2018 to those for 2019. Consequently, there is only a limited degree of comparability between the figures relating to each fiscal year shown in table 4.38 and the corresponding amounts of the Management Board members' compensation and, in particular, between these figures in terms of their respective annual change.
As disclosed in the Compensation Reports for the relevant fis-cal years, the figures used for determining the level of target achievement and for determining the Management Board members' compensation were and are, in some cases, adjusted for certain effects, including, without limitation, effects result-ing from a change in the applicable accounting standards.
The amounts disclosed for previous years therefore differ in some cases from the corresponding disclosures in the Compensation Reports for fiscal years 2018, 2019 and 2020. Financial figures The figures set out in the compensation comparison are dis-closed at current currency and in accordance with the account-ing standards applied by the Company in the relevant fiscal year, while the figures relating to the Management Board mem-bers' compensation are in principle determined at constant currency.
Information on the compensation awarded and due Since the compensation report for the 2021 fiscal year, the compensation has been reported in accordance with the new section 162 AktG introduced at the time. In order to obtain a reasonable comparison between the individual years, the infor-mation contained in table 4.38 on the compensation of the members of the Management Board and the respective super-visory board in 2018, 2019, 2020 and 2021, too, is reported in accordance with the reporting logic applied in the compensa-tion tables in the section Compensation tables for the current Management Board members or members in office until the end of the Fiscal Year .
Key indicators for the performance of the Company For the purposes of a comparative presentation of the Compa-ny's performance, in addition to the Company's annual results for the year under German commercial law, which shows the Company's earnings development, revenue and net income as well as operating income and return on invested capital (ROIC) are also used, each of which serve as key performance indica-tor of the group and as performance targets for the Manage-ment Board members' variable compensation.
COMPARATIVE PRESENTATION OF THE DEVELOPMENT OF THE COMPENSATION The development of the compensation awarded and due to the current or former members of the Management Board as well as of the Supervisory Board and the General Partner's supervi-sory board, the development of the Company's earnings and the development of the average compensation of employees on a full-time equivalent (FTE) basis are shown comparatively in table 4.38.
Compensation awarded and due in the Fiscal Year The compensation awarded and due in the Fiscal Year to the current or former members of the Supervisory Board and the General Partner's supervisory board, including the amount charged by the General Partner to the Company, is shown in table 4.37. In the Fiscal Year, no compensation was awarded or due to supervisory board members who ceased to hold office prior to the beginning of the Fiscal Year.
A Directors & Officers liability insurance in favor of the supervi-sory board members is in place, having a deductible corre-sponding to the specifications applying to management board members under German stock corporation law. No variable compensation The compensation awarded and due to the supervisory board members in the Fiscal Year exclusively comprises fixed com-pensation components.
Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Mr. Stephan Sturm was a mem-ber and Chair of the supervisory board of the General Partner only until September 30, 2022, and, therefore, received compensation payments for these activities to be set out herein only until this date. A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 38 Fringe benefits and insurance protection Furthermore, members of the supervisory board are reim-bursed for the expenses incurred in the exercise of their office, including the statutory value-added tax owed by them.
Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Ms. Rachel Empey was a member of the supervisory board of the General Partner only until August 31, 2022, and, therefore, received compensation payments for these activities to be set out herein only until this date. 9 Former member and Chair of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner.
Pascale Witz was appointed as a member of the supervisory board of the General Partner as of May 20, 2021 and, therefore, received compensation payments to be set out herein as of this date. 7 Member of the supervisory board of the Company, but not a member of the supervisory board of the General Partner; compensation paid by the Company. 8 Former member of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner.
Gregory Sorensen, MD, was appointed as a member of the supervisory board of the General Partner and of the Company as of May 20, 2021 and, therefore, received compensation payments to be set out herein as of this date. 5 Member of the supervisory board of the Company, but not a member of the supervisory board of the General Partner; compensation paid by the Company. 6 Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Ms.
Dieter Schenk 76 71 228 212 76 78 57 46 437 407 Michael Sen2 76 38 114 Rolf A. Classon 76 71 152 141 38 56 133 130 399 398 Sara Hennicken3 50 50 Gregory Sorensen, MD4 76 43 76 43 152 86 Dr. Dorothea Wenzel5 152 141 76 43 228 184 Pascale Witz6 76 43 76 98 57 46 209 187 Prof. Dr. Gregor Z nd7 152 141 152 141 Former members of the supervisory board Rachel Empey8 102 141 102 141 Stephan Sturm9 228 283 114 141 342 424 TOTAL 760 652 836 776 266 275 323 265 2,185 1,968 1 Shown without value added tax and without withholding tax; translation of U.S. dollar amounts at average exchange rates for the applicable calendar year. 2 Member and Chair of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner. 3 Member of the supervisory board of the General Partner, but not a member of the supervisory board of the Company; compensation paid by the General Partner. 4 Please note for purposes of comparison of the amounts indicated for the Fiscal Year that Mr.
A N N U A L G E N E R A L M E E T I N G 2023 FRESENIUS MEDICAL CARE 37 T 4.37 COMPENSATION AWARDED OR DUE OF THE CURRENT OR FORMER MEMBERS OF THE SUPERVISORY BOARD 1 IN THOUS Compensation for supervisory board activities for the General Partner Compensation for supervisory board activities for the Company Compensation for committee services for the General Partner Compensation for committee services for the Company Overall compensation awarded or due 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Current members of the supervisory board Dr.
If a member of a committee of the Supervisory Board at the same time is a member of a committee of the General Partner's supervisory board and receives compensation for these activities, these compensation payments will be offset against each other in the corresponding amount, provided that the committees have the same type of functions and competences.
The same applies to the addi-tional compensation paid to the chair and the vice chair of the supervisory board if a person performs this function on the Supervisory Board and the General Partner's supervisory board at the same time. If the vice chair of the Supervisory Board or the General Partner's supervisory board at the same time is the chair of the General Partner's supervisory board or the Supervisory Board, that person will not receive additional compensation for the activity as vice chair.