Fresenius SE





Frequently Asked Questions

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Information on the shares and dividends

Information on Fresenius SE

Information on the Annual General Meeting

Information on Corporate Governance

Information on animal trials

Information on environmental protection



Questions on the shares and dividends

When were Fresenius-shares firstly listed?

How do the share classes differ?

Under what quotation symbols are the Fresenius SE shares to be found?

Which indices include the Fresenius preference share?

How high were the dividends for the past financial years, and when were they paid?

What do I have to do as a shareholder in order to receive the dividend?

What is the structure of Fresenius SE’s capital stock?

Who are the principal shareholders of Fresenius SE?

What is Fresenius’ approach to shareholder value?

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Questions on Fresenius SE

Where does Fresenius SE have its registered office?

When was Fresenius SE founded?

What are Fresenius SE’s core businesses?

How many employees does Fresenius SE have?

When does Fresenius SE’s financial year end?

How does Fresenius SE draw up its Group financial statement?

How high were total assets and shareholders’ equity in 2008?

How high were Fresenius SE’s sales in 2008?

What contributions did the individual business segments make to Group sales in 2008?

What contributions did the individual regions make to Group sales in 2008?

How do analysts’ current estimates look like?

When are the next results due to be released?

Which benchmarks are important for Fresenius to measure performance?
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Questions on the Annual General Meeting

When is the next Annual General Meeting due to be held?

Can every shareholder attend the Annual General Meeting?

How and where can I register for the Annual General Meeting?

What do I have to do as a shareholder if I have not received an admission ticket although I registered for the Annual General Meeting on time?

Can I transfer the voting rights on my ordinary shares to someone else?

Can I obtain a confirmation of my attendance at the Annual General Meeting?

Is it possible to receive a free copy of the documents regarding the Annual General Meeting? Who should I contact?

Is it possible to follow the Annual General Meeting via the Internet?

Can I also take part in the voting via the Internet?
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Questions on Corporate Governance

What does the Corporate Governance Code imply?

Has Fresenius issued a declaration of conformity?

What compensation was paid to the Management Board of Fresenius SE in 2008?

What compensation was paid to the Supervisory Board of Fresenius SE in 2008?


Questions on animal trials

Does Fresenius conduct animal trials?

Does Fresenius conduct animal trials itself?


Questions on environmental protection

What is Fresenius´ policy on environmental protection?
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Questions on the shares and dividends

When were the Fresenius-shares firstly listed?
The Fresenius preference shares were admitted to trading in December 1986. The Fresenius ordinary shares were admitted to trading in July 1992. The shares were listed on the stock exchanges in Frankfurt, Düsseldorf and Munich.

How do the share classes differ?
Unlike the preference shares, the ordinary shares have a voting right at the Annual General Meeting. The preference shares generally do not have a voting right. To compensate this, holders of preference shares have preference over ordinary shares in the payment of dividends and are entitled to a higher dividend of 0,01 €. Please click here for more information on the articles of association.

Under what quotation symbols are the Fresenius SE shares to be found?

    Which indices include the Fresenius preference share?


    Source: Bloomberg, as of March 31, 2009

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    How high were the dividends for the past financial years, and when were they paid?


    1) Adjusted for the share split in February 2007
    2) Subject to AGM's approval on May 12, 2010

    What do I have to do as a shareholder in order to receive the dividend?
    The dividend will be paid automatically to your account by your bank/saving bank.

    What is the structure of Fresenius SE’s capital stock?




    Who are the principal shareholders of Fresenius SE?
    The Else-Kröner-Stiftung foundation is the largest shareholder of Fresenius SE, holding roughly 58% of the voting capital. Allianz Lebensversicherungs-AG has notified us that it holds between 5 % and 10 % of the voting capital.

    What is Fresenius’ approach to shareholder value?
    A clearly defined, long-term strategy is key to enhancing the company’s value. This strategy is implemented by managers who operate as “entrepreneurs within the enterprise”, so they combine the interests of the shareholders with those of the company. Since 1998, Fresenius has a performance-linked compensation system in the form of stock option plans for executives. In Germany, employees also have a stake in the company’s performance through employee share schemes. A policy of comprehensive and continuous communication in the interest of greater corporate transparency is an important element of our value-driven management style. This includes early publication of the annual financial statements/quarterly financial reports as well as segment reporting.

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    Questions on Fresenius SE

    Where does Fresenius SE have its registered office?
    The company’s registered office is situated at Else-Kröner-Str. 1, 61352 Bad Homburg v.d.H., Germany.

    When was Fresenius SE founded?
    The origins of Fresenius SE date back to the firm “Dr. Eduard Fresenius, Chemisch-pharmazeutische Industrie”, which was founded in 1912 by Dr. Eduard Fresenius, the proprietor of the Hirsch pharmacy in Frankfurt am Main. The founder’s wide-ranging contacts to doctors and scientists served as the foundations for the company and shaped its extensive portfolio of products. The company was converted into the joint stock company Fresenius AG at the end of 1981 in order to secure its continuity. The conversion of Fresenius AG into a European company (Societas Europaea) took effect on July 13, 2007 with the entry of Fresenius SE in the commercial register of Bad Homburg municipal court.

    What are Fresenius SE’s core businesses?
    Fresenius’ core businesses are products and services for dialysis, hospitals and out-patient medical care. The Fresenius Group consists of four business segments which operate globally as separate and independent legal entities: Fresenius Medical Care, Fresenius Kabi, Fresenius Helios and Fresenius Vamed.

    How many employees does Fresenius SE have?
    The Group had 130,510 employees as of December 31, 2009 (December 31, 2008: 122,217).

    When does Fresenius SE’s financial year end?
    The financial year ends on December 31.

    How does Fresenius SE draw up its Group financial statement?
    Since 2002, Fresenius has been preparing its consolidated Group financial statements in accordance with US Generally Accepted Accounting Principles (US-GAAP).
    As a corporation based in a member country of the European Union, Fresenius is required, as from the 2005 financial year, to prepare and publish its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) pursuant to § 315a of the German Commercial Code (HGB). As Fresenius Medical Care, our largest subsidiary, prepares its financial statements on the basis of US GAAP accounting standards, we also publish a set of consolidated financial statements in accordance with US GAAP along with the statutorily required IFRS consolidated financial statements. In this way we present the financial position of the Fresenius Group in a comparable and transparent manner for our investors.

    How high were total assets and shareholders’ equity in 2009?
    The Group had total assets of € 20,882 million (December 31, 2008: € 20,544 million) while shareholders’ equity including minority interests amounted to € 7,652 million (December 31, 2008: € 6,943 million).

    How high were Fresenius SE’s sales in 2009?
    Sales of € 14,164 million were achieved as of December 31, 2009.

    What contributions did the individual business segments make to Group sales in 2008?



    What contributions did the individual regions make to Group sales in 2009?




    How do analysts’ current recommendation look like?
    For an overview of analysts’ current recommendation please click here.

    When are the next results due to be released?
    For an overview of our next releases please click here.

    Which benchmarks are important for Fresenius to measure performance?
    Organic growth is a key indicator for measuring our performance. In addition, EBIT serves as a good measure of profitability at the level of the individual business segments. At the Group level we use the returns achieved on operating assets (ROOA) and on invested capital (ROIC) as benchmarks to evaluate our business segments and their contribution to shareholder value. Another key performance indicator at Group level is the debt ratio, in other words the ratio of net debt to EBITDA.
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    Questions on the Annual General Meeting

    When is the next Annual General Meeting due to be held?
    The next Annual General Meeting will be on May 12, 2010. at the Congress Center Messe in Frankfurt/Main. Please click here to read the agenda of the Annual General Meeting.

    Can every shareholder attend the Annual General Meeting?
    All shareholders can attend the Annual General Meeting in person or appoint a representative as long as he/she fulfils the conditions stated in the agenda. However, only holders of ordinary shares have a voting right as a general rule. You can call up the agenda on our website as from the day of its publication.

    How and where can I register for the Annual General Meeting?
    The invitation with the agenda of the Annual General Meeting will be mailed to you by your depositary bank before the Annual General Meeting. Enclosed with the invitation is a letter from your depositary bank with which you can order the admission ticket either for yourself or for someone else of your choice.

    What do I have to do as a shareholder if I have not received an admission ticket although I registered for the Annual General Meeting on time?
    If you have fulfilled the conditions stated in the agenda you can attend the Annual General Meeting even if you have not received an admission ticket. In this case, please contact one of our desks at the Congress Center Messe on the day of the meeting. After checking your details we will provide you with a substitute admission ticket, entitling you to attend the meeting.

    Can I transfer the voting rights on my ordinary shares to someone else?
    Your voting right is transferable. If you cannot attend the Annual General Meeting in person, you can, before the Annual General Meeting, either authorize another person or arrange for your voting rights to be exercised by a bank, a shareholders’ association or one of the voting representatives of Fresenius by proxy.

    Should you wish to leave during the Annual General Meeting you can either authorize another person at the Annual General Meeting or one of the Fresenius voting representatives to exercise your voting right. Each voting card block contains a proxy card on which you can enter the surname, first name and address of a person you authorize to represent you. Please hand in the signed proxy card at the check-out desk when you leave. The voting card block is kept by the person you have authorized.

    If you wish to have your voting right exercised by the company´s voting representatives, please complete the proxy card, giving express instructions on the respective card how you wish your voting right to be exercised on each individual item of the agenda, and hand in the signed proxy card together with your voting card block at the check-out desk when you leave. The voting cards will be passed on from there to the company´s voting representatives. The company´s voting representatives will then exercise your voting right in accordance with your instructions. Please note that the proxy authorization is invalid if no instructions are given.

    Can I obtain a confirmation of my attendance at the Annual General Meeting?
    Confirmation of your attendance is included in each voting card block or can be issued at the information desk (on Floor C2 of the Congress Center Messe Frankfurt).

    Is it possible to receive a free copy of the documents regarding the Annual General Meeting? Who should I contact?
    Of course you can receive a free copy of the documents regarding the Annual General Meeting. Please contact our Investor Relations department.

    Is it possible to follow the Annual General Meeting via the Internet?
    The speech by our CEO will be broadcasted live via the Internet.
    The video recording and script of the speech will be available on our website shortly after the Annual General Meeting.

    Can I also take part in the voting via the Internet?
    No, that is not possible.
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    Questions on Corporate Governance

    What does the Corporate Governance Code imply?
    The term “corporate governance” covers all aspects connected with the management, supervision and transparency of companies. Key elements of good corporate governance are efficient company management, the protection of shareholders’ interests and transparent corporate communication.

    A government commission set up by the Federal Ministry of Justice published the German Corporate Governance Code in February 2002. The purpose of this Code is to enhance transparency in Germany’s corporate governance rules for both national and international investors.

    For more information please click here.

    Has Fresenius issued a declaration of conformity?
    With the enactment of the German Transparency and Disclosure Act (Transparenz- und Publizitätsgesetz) on July 26, 2002 a new Section 161 was added to the German Stock Corporation Act which requires the management and supervisory boards of listed companies to declare each year whether the recommendations of the Code have been complied with or which recommendations have not been complied with:

    Section 161 of the German Stock Corporation Act, Declaration of Conformity with the Corporate Governance Code:
    "The Management Board and the Supervisory Board of the listed company shall declare, on an annual basis, that the company has complied with the recommendations of the Government Commission of the German Corporate Governance Code as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) or which recommendations have not been complied with. The declaration shall be made permanently available to shareholders.”

    The Management Board and Supervisory Board of Fresenius AG issued the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act on May 21, 2008 on the basis of the amended German Corporate Governance Code of June 14, 2007 applicable at that time.

    What compensation was paid to the Management Board of Fresenius SE in 2009?
    Details of the Management Board’s compensation can be found on pages 20 to 26 of our Annual Report 2009.

    What compensation was paid to the Supervisory Board of Fresenius SE in 2009?
    Details of the Supervisory Board’s compensation can be found on pages 26 to 27 of our Annual Report 2009.
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    Questions on animal trials

    Does Fresenius conduct animal trials?
    We conduct animal trials for our products in keeping with statutory regulations. New medications must be tested on animals for safety, tolerance and efficacy before they can be admitted to use for humans. This is stipulated internationally by law and is restricted to the scale that is absolutely necessary.

    Does Fresenius conduct animal trials itself?
    Fresenius does not conduct the tests itself but engages firms or other institutions which are specialized in this field and are therefore optimally equipped to fulfill all the requirements concerning the protection of animals. These institutions draw up the test plan, which has first to be approved internally. An application for official approval is then filed with the competent District Administration.
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    Questions on environmental protection
    What is Fresenius´ policy on environmental protection?
    Environmental protection has always been a high priority for Fresenius.
    Objectively assessing and recognizing the environmental relevance of a company of our size we have incorporated this issue as an important aspect of our corporate policy.
    It is our policy to constantly strive to reduce the levels of environmental impact permitted by law on a voluntary basis, and we have put extensive preventive measures in place to avoid exceptional environmental impacts in the event of possible accidents.

    Although our environmental relevance is not comparable with that of a company in the chemical industry, we not only employ state-of-the-art technology but are increasingly using environmental management tools to implement our policy from a holistic approach. Fresenius has company environment officers and employees responsible for waste management.
    The environmental certification, achieved already in 1996, of our plants in St. Wendel and Schweinfurt are examples of our early efforts in this direction.

    To see that our environmental policy is realized as comprehensively as possible, we are extending our environmental management system to cover all stages from development and production through to the application of our products.

    We use no hazardous substances as far as possible in our production processes since our end products are used for the most part in or on the human body.
    Additional measures were undertaken in 2009 to meet the demands we place on environmental protection. Further information can be found in our Annual Report 2009 (pages 85 - 88).