Dear shareholders, ladies and gentlemen,

We look back on a year full of challenges and changes. The wars in Ukraine and the Middle East continue to cause immense suffering. These conflicts also have consequences for the global economy and geopolitical stability, for example with regard to supply chains, the availability of essential medicines, energy prices, and inflation. Despite these difficult conditions, Fresenius has performed well compared to the competition as a leading healthcare company and is resolutely pursuing its own transformation.

Important milestones in the #FutureFresenius strategy program were achieved as planned in the past fiscal year. In addition to a simplified structure, focus on Fresenius Kabi and Fresenius Helios, and enhanced performance, this also includes the use of cutting-edge technology. Artificial intelligence, digitalization, robotics, and breakthroughs in cell and gene therapy will shape the future of healthcare and help to improve people’s health.

The deconsolidation of Fresenius Medical Care is a historic step. Both companies are now independent and can make decisions faster and concentrate on their core business.

Fresenius has set itself the goal of achieving profitable growth in 2024. Around 400 million people use Fresenius services and products every year, whether be this at Helios and Quirónsalud clinics or Fresenius Kabi products. Fresenius strives to improve people’s health and at the same time increase the cost effectiveness and efficiency of the healthcare system. This will in turn enable the company to generate lasting value for all stakeholders. The Supervisory Board supports the strategy of the Management Board.

Report of the Supervisory Board

In the reporting year, the Supervisory Board of Fresenius SE & Co. KGaA fulfilled its obligations in accordance with the provisions of the law, the articles of association and the rules of procedure. It regularly advised the Management Board of the general partner, Fresenius Management SE, regarding the management of the Company and has supervised the management in accordance with its Supervisory Board responsibilities.

Cooperation between the Management and the Supervisory Board

Carrying out its monitoring and advisory activities, the Supervisory Board was regularly kept informed by the management in a timely and comprehensive oral and written manner about, among other things:

• all important matters relating to corporate policy
• the course of business
• profitability
• the situation of the Company and of the Group
• corporate strategy and planning
• the risk situation
• risk management and compliance
• the work of Internal Audit
• important business transactions

Based on the reports provided by the Management Board of the general partner, the Supervisory Board discussed all significant business transactions in the Audit Committee and in its plenary meetings, depending on their areas of responsibility. The Management Board of the general partner discussed in detail the Company’s strategic direction with the Supervisory Board. The Supervisory Board passed resolutions within its legal and Company statutory authority.

The Supervisory Board of Fresenius SE & Co. KGaA convened for four regular meetings on March 16, May 17, October 12 and December 6 and three extraordinary meetings on February 17, September 5 and September 8 in the 2023 fiscal year. The extraordninary Supervisory Board meeting on September 8 was held as a video conference, while the other ordinary and extraordinary meetings were held in person. Before the meetings, the Management Board of the general partner regularly provided the members of the Supervisory Board with detailed reports and comprehensive draft resolutions. At the meetings, the Supervisory Board discussed with them in detail the business performance and any important corporate matters based on the reports from the general partner’s Management Board. The Supervisory Board also met regularly without the Management Board.

All matters requiring Supervisory Board approval were submitted with sufficient time for proper scrutiny. After reviewing the related approval documents and following detailed consultation with the Management Board of the general partner, the Supervisory Board approved all matters submitted to it.

The Supervisory Board was also informed of important business transactions and important events between meetings. In addition, members of the general partner’s Management Board, in particular the Chairman, regularly informed the Chairman of the Supervisory Board in separate meetings about the latest development of the business and forthcoming decisions and discussed them with him.

Meeting participation

Mr. Konrad Kölbl, Dr. Iris Löw-Friedrich and Mr. Romero de Paco each did not attend one meeting of the Supervisory Board and Mr. Behlert did not attend one meeting of the Audit Committee. Otherwise, all meetings of the Supervisory Board and its committees in 2023 were attended by all sitting members of the Supervisory Board of Fresenius SE & Co. KGaA or of the respective committee.

Participation in meetings of the Supervisory Board and its committees is reported individually for each member on the Company’s website. Information on this can be found under “Supervisory Board”.

Main focus of the Supervisory Board’s activities

In 2023, the Supervisory Board mostly focused its monitoring and consulting activities on supporting business operations and the transformation of the Fresenius Group. The Supervisory Board thoroughly reviewed and discussed all business activities of significance to the Company with the Management Board of the general partner.

The Supervisory Board dealt in particular with the following items:

• budget
• medium-term planning of the Fresenius Group
• strategic alignment of the Fresenius Group and its business segments as part of the #FutureFresenius transformation process
• transformation of the Fresenius Group including the change of legal form of Fresenius Medical Care and the associated deconsolidation of Fresenius Medical Care at Fresenius
• further development of the risk management and internal control system
• utilization of the government compensation and reimbursement payments provided for in the “Energy Relief Package” and the associated restrictions for the Fresenius Group

The Management Board of the general partner also regularly informed the Supervisory Board about the risk situation, risk management and compliance within the Group, both in the Audit Committee and in plenary sessions.

At the meeting on February 17, 2023, the Supervisory Board was informed about the preliminary results of the strategy process.

At its meeting on March 16, 2023, the Supervisory Board dealt in detail with the audit and approval of the financial statements, the consolidated financial statement (IFRS) as well as the management report and the Group management report of Fresenius SE & Co. KGaA as of December 31, 2022. The results for 2022 were discussed on the basis of a detailed report provided by the Chairman of the Audit Committee and statements by the auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main. At the same meeting, resolutions were passed on the compensation report of Fresenius SE & Co. KGaA for the 2022 fiscal year, the report of the Supervisory Board of Fresenius SE & Co. KGaA for the 2022 fiscal year, the Corporate Governance Declaration of Fresenius SE & Co. KGaA for the 2022 fiscal year, the proposal of the general partner, Fresenius Management SE, on profit distribution and the separate Group Non-financial Report for the fiscal year 2022. In addition, the business segments reported in detail on the course of business in the first two months of the fiscal year. Another item discussed was the upcoming Annual General Meeting of Fresenius SE & Co. KGaA on May 17, 2023.

At the meeting on May 17, 2023, the Management Board reported to the general partner on business performance for the months January through April 2023. The Supervisory Board also received information on current developments at Fresenius Vamed and with regard to the intended change of legal form of Fresenius Medical Care and the associated deconsolidation.

The Supervisory Board meeting on September 5, 2023, focused on the strategy within the individual business areas.

At the meeting on September 8, 2023, the Supervisory Board was informed about personnel matters.

At the meeting on October 12, 2023, the members of the Supervisory Board were informed in detail about business performance from January through September 2023. In addition, the Supervisory Board received information on current developments at Quirónsalud the planned change in legal form and deconsolidation of Fresenius Medical Care, the planned sale of a Fresenius Kabi plant and shares in companies in Peru, the United States and Spain by Fresenius Helios. It also dealt with the declaration of conformity with the Corporate Governance Code and the topic of cyber security at Fresenius.

At the meeting on December 6, 2023, information was provided on the 2024 budget and medium-term planning for the years 2025 to 2026, the 2024 financing budget and the maturities for 2024 to 2026. The Management Board of the general partner also reported on the business performance from January to October 2023. The Supervisory Board noted with approval the fundamental decision taken the previous day by the Management Board of Fresenius Management SE to utilize the government compensation and reimbursement payments for increased energy costs of German hospitals provided for in the “Energy Relief Package” and thus, due to the corresponding regulations, not to be able to pay a dividend to the shareholders of the company and no variable remuneration components to the members of the Management Board of Fresenius Management SE, among others, for the 2023 financial year. The Chairwoman of the Audit Committee reported in detail on the status of preparation of the financial statements. The Supervisory Board dealt with the closure of the business operations of Curalie GmbH and the concept of onboarding and the training and further education of the Supervisory Board. Furthermore, a resolution was passed on the declaration of conformity with the German Corporate Governance Code.

Corporate Governance

In December 2023, the Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner issued the declaration of conformity to the German Corporate Governance Code in accordance with Article 161 of the German Stock Corporation Act (AktG) and made it permanently available to the shareholders on the Company’s website.

In 2023, the Chairman of the Supervisory Board of Fresenius SE & Co. KGaA was ready and continues to be ready, to the extent permitted by law and in close consultation with the Management Board of the general partner, to hold discussions with investors on topics specific to the Supervisory Board. In November 2023, the Chairman of the Supervisory Board of Fresenius SE & Co. KGaA again participated in the annual Corporate Governance Roadshow.

The Management Board of the general partner and the Supervisory Board of Fresenius SE & Co. KGaA have a duty to act in the best interests of the Company. In performing their activities, they do not pursue personal interests or bestow unjustified benefits on others. Any secondary activities or dealings with the Company by members of the corporate bodies must immediately be reported to, and approved by, the Supervisory Board.

There were no conflicts of interest of Supervisory Board members in the past fiscal year.

There are regular separate preliminary meetings of the employee representatives and consultations among the shareholder representatives.

The members of the Supervisory Board independently take on necessary training and further education measures required for their tasks are supported appropriately by Fresenius. They keep themselves regularly informed, through internal and external sources, about the latest requirements with regard to their supervisory activities and exchange information on relevant external training opportunities. The Supervisory Board at all times ensures that its members are suitably qualified, keep their professional knowledge up to date and further develop their judgment and expertise. External experts as well as experts from Fresenius provide information about important developments, for example about relevant new laws and precedents or changes in the IFRS accounting and auditing standards. In the 2023 fiscal year, the topics addressed included the hospital market in Spain and cyber security. Onboarding is offered to the Supervisory Board members.

The Supervisory Board regularly assesses how effectively it and its committees fulfill their tasks.

For more information on Corporate Governance at Fresenius, please see the Corporate Governance Declaration. Fresenius has disclosed the information on related parties in the Notes.

Work of the committees

In order to perform its duties efficiently, the Supervisory Board has formed various standing committees which prepare the consultations and resolutions in the plenary session or can pass resolutions themselves. The committees of the Supervisory Board consist of an Audit Committee, a Nomination Committee and a Joint Committee.

The Audit Committee held eight regular meetings in the 2023 fiscal year. Five of these meetings were held in person and three virtually. The auditor took part in all meetings. The committee also held regular discussions without the Management Board.

The Audit Committee dealt with the issues that fall within its area of responsibility under German and European law, the German Corporate Governance Code and the rules of procedure for the Supervisory Board. These topics include, in particular, the monitoring of accounting and the accounting process, the effectiveness of the internal control system, the risk management system, the compliance management system and the internal audit system as well as the audit of the financial statements.

As part of the monitoring of the annual audit, the Audit Committee dealt in particular with the selection and independence of the auditor. The committee used a scorecard to assess the quality of the audit for the 2022 fiscal year and monitored the non-audit services provided by the auditor on a quarterly basis. The Audit Committee recommended to the Supervisory Board that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) be appointed as auditors for the 2023 fiscal year at the Annual General Meeting. The notification, information and reporting obligations recommended by the German Corporate Governance Code were contractually agreed with the auditor. The Audit Committee discussed with the auditor the audit strategy, the materiality thresholds, the key audit issues, the risk assessment and key audit areas, the audit fee and the scope of reporting on the audit. For the audit of the separate non-­financial Group report, the Audit Committee discussed with the auditor in particular the planned supplementary audit procedures to obtain reasonable assurance for individual components of the report. The Audit Committee discussed the half-year financial report and the quarterly financial reports with the Management Board prior to their publication and the auditor and discussed the auditor’s report on the review of the interim consolidated financial statements and Management Report as at June 30, 2023. The Chair of the Audit Committee regularly discussed the preparation and progress of the various audits with the auditor (of the annual financial statements) outside of meetings and reported on this to the committee.

In 2023, the focus of the committee’s work in the area of accounting was on the financial development at Fresenius Vamed and the organizational measures introduced, the change of legal form of Fresenius Medical Care and the impact of this on the consolidated financial statements as well as the effects that the utilization of the government compensation and reimbursement payments for increased energy costs of German hospitals provided for in the “energy aid relief package” will have on earnings, cash flowCash flowFinancial ​key ​figure ​that ​shows ​the ​net ​balance ​of ​incoming ​and ​outgoing ​payments ​during ​a ​reporting ​period. and the dividend for the 2023 financial year and on the payment of variable remuneration components, including for the members of the Management Board of Fresenius Management SE for the 2023 financial year. The Audit Committee discussed the work of Internal Audit at length. In the area of compliance, the Audit Committee dealt in particular with the implementation of the Act on Corporate Due Diligence Obligations in Supply Chains. In the area of risk management and the internal control system, in addition to regular reporting, the focus was on the consideration of geopolitical and fundamental risks, the further rollout and the planned further development of the systems in the Group. In the area of sustainability reporting, the focus was on current and future regulatory requirements, in particular the materiality analysis in accordance with the new European reporting standards (ESRS), and their implementation. Finally, the Audit Committee was informed about compliance management in the area of taxes, the processes for fulfilling reporting obligations regarding cross-border tax arrangements and preparations for the expected requirements of the Minimum Taxation Directive.

The Audit Committee was also informed by the auditor about current regulatory developments in the 2023 fiscal year. It also discussed external training opportunities that are particularly relevant to the committee’s work. The committee members are responsible for making use of these opportunities and are supported by the Company in this regard.

The Chair of the Audit Committee reports in detail at the subsequent plenary meeting on the topics discussed and resolutions passed and explains the proposed resolutions.

The Company’s Nomination Committee met once in 2023. The meeting was held as a mixed in-person and video conference meeting. The Nomination Committee dealt in particular with the onboarding, training and development of Supervisory Board members and succession planning.

The Joint Committee is responsible for approving certain important transactions of Fresenius SE & Co. KGaA and certain legal transactions between the Company and the Else Kröner-Fresenius-Stiftung. In 2023, no transactions were carried out that required its approval. Accordingly, the Joint Committee did not meet in 2023.

There is no Mediation Committee because the Supervisory Board of Fresenius SE & Co. KGaA does not appoint the Management Board members of Fresenius Management SE.

For more information about the committees and their composition and work methods, please refer to the Corporate Governance Declaration.

Personnel

When the change of legal form of Fresenius Medical Care took effect on November 30, 2023 and the associated deconsolidation of Fresenius Medical Care, the employee representative Ms. Stefanie Balling resigned from the Supervisory Board of Fresenius SE & Co. KGaA stepped down. Her successor, Mr. Holger Michel, was elected in advance as a personal substitute member at the constituent meeting of the European Works Council.

The composition of the Management Board of the general partner, Fresenius Management SE, also changed in the past fiscal year. Mr. Pierluigi Antonelli was appointed as the member of the Management Board responsible for Fresenius Kabi with effect from March 1, 2023. Dr. Michael Moser became the member of the Management Board responsible for Legal, Compliance, Risk Management and Environmental, Social and Governance (ESG) on July 1, 2023. After Dr. Ernst Wastler left the Management Board on July 18, 2023, Dr. Michael Moser also became responsible for the Fresenius Vamed business segment. On December 1, 2023, he also took over the Human Resources and Insurance departments. On September 8, 2023, Mr. Robert Möller was appointed as the Management Board member responsible for the Fresenius Helios business segment. He follows Dr. Francesco De Meo, who left the Company on September 8, 2023. Dr. Sebastian Biedenkopf left the Management Board on November 30, 2023. Ms. Helen Giza also left the Management Board of Fresenius Management SE when the change in legal form and the deconsolidation of Fresenius Medical Care took effect on November 30, 2023.

Fresenius now has a management team that comprises experienced top managers, who possess comprehensive and complementary expertise. The management team will work closely with the employees to consistently implement #FutureFresenius in the coming years. The Supervisory Board would like to thank the outgoing members of the Management Board for their work and commitment.

Financial statements and consolidated financial statement 2023

The auditor PwC audited the annual financial statements and Management Report as well as the consolidated financial statements and Group Management Report for the 2023 fiscal year and issued an unqualified audit opinion in each case. PwC has been the auditor for Fresenius SE & Co. KGaA and the Fresenius Group since the 2020 fiscal year. Since then, Dr. Ulrich Störk and Dr. Bernd Roese have served as auditors, the latter also as the auditor responsible for the audit.

The company’s annual financial statements, management report and Group management report were prepared in accordance with the accounting provisions of the German Commercial Code (HGB) and the company’s consolidated financial statements were prepared in accordance with IFRS, as adopted by the EU, and the additional requirements of German law pursuant to Section 315e HGB. The auditors conducted all audits in accordance with Section 317 HGB and the EU Audit Regulation, taking into account the generally accepted German standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) and the International Standards on Auditing (ISA).

The Audit Committee already received comprehensive reports on the preparatory work for the 2023 annual and consolidated financial statements at the meetings on October 10, 2023 and December 5, 2023.

At the Audit Committee meeting on February 19, 2024, the Audit Committee discussed the drafts of the annual and consolidated financial statements together with the management report and Group management report with the Executive Board. The Audit Committee dealt in detail with the Management Board’s statement in the management report and Group management report on the appropriateness and effectiveness of the risk management and internal control system. The auditors informed the Supervisory Board that the audits of the financial statements had been materially completed and – provided there were no new findings – could be concluded on the following day with unqualified audit opinions. The annual and consolidated financial statements together with the management report and Group management report, the draft annual report and the auditor’s reports were made available to the Supervisory Board in good time.

At the Audit Committee meeting on March 6, 2024, the Management Board explained the annual and consolidated financial statements in detail. The auditors reported in detail on the scope, focus and key findings of their audit, focusing in particular on the key audit matters, including the audit procedures performed in this context. No significant weaknesses in the accounting-related internal control system or the early risk detection system set up by the Management Board were reported. As a result of its review, the Audit Committee recommended that the Supervisory Board approve the findings of the audit at the plenary meeting on March 7, 2024 and, since in its opinion there were no objections to the documents submitted by the Management Board, to approve the annual and consolidated financial statements.

On March 7, 2024, the Supervisory Board conducted its final review of the financial statement documents, taking into account the report and recommendations of the Audit Committee and the auditor’s reports. It discussed further issues with the Management Board and the auditor. The Supervisory Board approved the auditor’s findings. As there were no objections to the annual financial statements and management report of the company or the consolidated financial statements and Group management report following the final results of its own examination, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board in accordance with the Audit Committee’s proposed resolution.

Separate Group Non-financial Report for 2023

PwC subjected the separate non-financial Group report for the 2023 financial year to a formal and substantive audit and concluded the audit without objections. The remuneration-relevant key figures of this report were audited with reasonable assurance, while the other components of the report were audited with limited assurance. PwC conducted its audit in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised), issued by the International Accounting and Assurance Standards Board (IAASB).

At the meeting on December 5, 2023, the Audit Committee received a report on the preparatory work for the Separate Non-financial Group Report. In particular, this involved the effects of the change in the Group structure, the preparation for the first-time audit of individual key figures with reasonable assurance and the expansion of reporting on the EU Taxonomy.

The separate Group Non-financial Report and the audit report from PwC were made available to each member of the Supervisory Board of the Company in good time. At their meetings on March 6 and 7, 2024, the Audit Committee and then the full Supervisory Board discussed all the documents in detail. At both meetings, the appointed auditor reported on the key findings of its audit and answered questions. The Audit Committee and the Supervisory Board approved the auditor’s findings. The Audit Committee’s and the Supervisory Board’s own review also found no objections to the separate Group Non-financial Report. At its meeting on March 7, 2024, the Supervisory Board approved the separate Group Non-financial Report in accordance with the resolution proposed by the Audit Committee.

Compensation report

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, formally and materially audited the compensation report for the 2023 fiscal year and did not raise any objections.

The compensation report was prepared together with the general partner and finally discussed and approved at the Supervisory Board meeting on March 7, 2024.

Thanks from the supervisory board

The Management Board and employees have accomplished a great deal and made significant progress in what has been a trailblazing year for Fresenius. The Supervisory Board wishes to express its recognition and thanks to the Management Board of the General Partner and all employees for their achievements in the past fiscal year.

Bad Homburg v. d. H., March 7, 2024

The Supervisory Board of Fresenius SE & Co. KGaA

Wolfgang Kirsch
Chairman