FRESENIUS SE & CO. KGAA FRESENIUS SE & CO. KGAA | 2023 |
Annual Report
Management Report
Report of the Supervisory Board
1
FRESENIUS SE & CO. KGAA, BAD HOMBURG V. D. HÖHE
STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2023
ASSETS
LIABILITIES AND SHAREHOLDERS' EQUITY
€ in millions | Note | ||
A. | Fixed Assets | (4) |
- Intangible assets
- Tangible assets
- Financial assets
B. Current Assets
I. | Accounts receivable and other assets | (5) |
31.12.2023 | 31.12.2022 | ||
A. | Shareholders' equity | ||
4 | 7 | I. | Subscribed capital |
117 | 117 | Ordinary shares | |
11,938 | 12,201 | II. | Capital reserves |
12,059 | 12,325 | III. | Other reserves |
IV. | Retained earnings |
Note | 31.12.2023 | 31.12.2022 | |||
(8, 9, 10, 11, 12) | |||||
563 | 563 | ||||
(13) | 3,487 | 3,487 | |||
(14) | 2,304 | 2,611 | |||
(15) | -- | 519 | |||
6,354 | 7,180 | ||||
- Trade accounts receivable
- Accounts receivable from related parties
- Accounts receivable from companies in which participa- tions are held
- Other assets
II. | Cash and cash equivalents | (6) |
(7) | ||
C. | Deferred expense | |
- 0 B. Special reserve for government
4,540 | 4,964 | investment grants | |||
5 | -- | C. | Accruals | ||
98 | 151 | 1. | Pensions and similar obligations | ||
4,643 | 5,115 | 2. | Accruals for income taxes | ||
3. | Other accruals | ||||
1,508 | 541 | ||||
6,151 | 5,656 | ||||
D. | Liabilities | ||||
30 | 40 | 1. | Senior notes | ||
2. | Convertible bonds | ||||
3. | Bank loans | ||||
4. | Trade accounts payable | ||||
5. | Accounts payable to related parties | ||||
6. | Other liabilities | ||||
E. | Deferred income | ||||
18,240 | 18,021 | ||||
(16) | -- | 0 | |||
(17) | |||||
135 | 130 | ||||
288 | 222 | ||||
67 | 33 | ||||
490 | 385 | ||||
(18) | |||||
6,584 | 6,250 | ||||
500 | 500 | ||||
2,688 | 1,780 | ||||
13 | 10 | ||||
1,505 | 1,771 | ||||
106 | 144 | ||||
11,396 | 10,455 | ||||
(19) | |||||
0 | 1 | ||||
18,240 | 18,021 |
2
FRESENIUS SE & CO. KGAA, BAD HOMBURG V. D. HÖHE
PROFIT AND LOSS STATEMENT JANUARY 1 TO DECEMBER 31, 2023
€ in millions | Note | ||
1. | Income from participations | (20) | |
2. | Revenues | (21) | |
3. | Other operating income | (22) | |
4. | Cost of materials | (23) | |
5. | Personnel expenses | (24) | |
6. | Depreciation and amortization on intangible assets and on property, plant and equipment | (25) | |
7. | Other operating expenses | (26) | |
8. | Net interest | (27) | |
9. | Income taxes | (28) |
- After tax profit
- Other taxes
- Net loss / income
- Retained earnings brought forward
- Decrease of other reserves
- Retained earnings
2023 |
356 |
91 |
295 |
-20 |
-72 |
-11 |
-841 |
-45 |
-61 |
-308 |
0 |
-308 |
1 |
307 |
-- |
2022
665
89
250
-20
-62
-13
-418
-43
-29
419
-18
401
0
118
519
3
FRESENIUS SE & CO. KGAA, BAD HOMBURG V. D. HÖHE
NOTES AS OF DECEMBER 31, 2023
1. GENERAL INFORMATION
Fresenius SE & Co. KGaA, registered in Bad Homburg v.d.H. is listed under number B 11852 in the Commercial Register in Bad Homburg v.d.H.
The reporting currency of Fresenius SE & Co. KGaA is the euro. In order to make the presentation clearer, amounts are shown in Euro million. Amounts under €1 million after rounding are marked with "0''. In particular cases amounts are shown in Euro thousands.
The preparation of the financial statements has been done according to the rules of the German Commercial Code (HGB) and the rules of the German Stock Corporation Act (AktG - Aktiengesetz). The financial statements include the balance sheet, the profit and loss statement as well as the Notes. The profit and loss statement follows the nature of expense method (Gesamtkostenverfahren).
2. STRUCTURE
The Fresenius Group is as of December 31, 2023, divided into following legally independent business segments:
- Fresenius Kabi
- Fresenius Helios
- Fresenius Vamed
Fresenius announced in February 2023 its intention to initiate plans towards a conversion of the legal form of Frese- nius Medical Care AG & Co. KGaA (FMC-AG & Co. KGaA) into a German stock corporation (Aktiengesellschaft -- AG). On July 14, 2023, the Extraordinary General Meeting of
FMC-AG & Co. KGaA approved the proposal of conversion of the legal form into a German stock corporation. After registration with the commercial register on November 30, 2023, the conversion of the legal form became effective. As of November 30, 2023, Fresenius Medical Care Management AG (prospective Fresenius Vermögensverwaltung AG), a wholly owned subsidiary of Fresenius SE & Co. KGaA, is no longer the general partner of FMC-AG & Co. KGaA. Therefore, Fresenius SE & Co. KGaA no longer has rights or the ability to direct the relevant activities that significantly affect the earnings of Fresenius Medical Care AG. Since November 30, 2023, Fresenius Medical Care AG has therefore no longer been reported as a related party, but as investment.
Fresenius SE & Co. KGaA owns the stakes in the management companies and functions as an holding.
The list of investments of Fresenius SE & Co. KGaA is to be found in the enclosure to the Notes.
3. ACCOUNTING PRINCIPLES AND STANDARDS OF VALUATION
Acquired intangible assets are valued at purchase cost less regular amortization. The useful life is normally between 2 and 5 years, for personal computer auxiliary programs the useful life is 2 years, and for know-how up to 5 years.
The value of investments in property, plant and equipment is stated at the cost of the assets less regular linear depreciation.
The following useful lives were used for calculating depre- ciation:
► | Office and factory buildings | 10 | - 40 years |
► | Technical equipment and machinery | 5 | - 10 years |
- Other fixtures and fittings, tools
and equipment | 3 - 10 years |
Assets with purchase cost of up to €250.00 are fully written off in the year of addition.
Depreciable movable non-current assets with a value of more than €250.00 and less than €1,000.00 are grouped into a collective item which is dissolved through profit and loss by one fifth in the year of capitalization and the following four years each.
Extraordinary depreciation is carried out, provided that the carrying book value is other than temporarily impaired.
Financial assets are valued at purchase price or, if the asset is probably other than temporarily impaired the lower market value. Interest-free loans are recognized at their present value.
The lower value of non-current assets resulting from write-downs to fair value has to be reversed if the reasons for the extraordinary write-down no longer apply (Sec- tion 253 (5) HGB).
Accounts receivable and other assets are stated at nominal value reduced by individual allowance if neces- sary.
No deferred tax is to be recognized for temporary differences in valuations in the tax and financial reporting
4
balance sheets as long as the net difference would result in an asset.
In Germany, the Minimum Tax Act (MinStG) was passed in 2023, which serves to implement Council Directive (EU) 2022 / 25234 to ensure global minimum taxation based on the guidelines published by the OECD in De- cember 2021 (known as "Pillar Two"). The MinStG provides for a mandatory exemption from the recognition and measurement of deferred taxes resulting from the application of the MinStG or corresponding foreign minimum tax laws. The exception corresponds to that in the international accounting standards in IAS 12.
The company applies this exemption, according to which no deferred taxes are to be recognized in connection with temporary differences from the Pillar Two regulations. According to the current status of the company's analyses regarding the possible effects of the Pillar Two regulations on the companies of Fresenius Group, the company only expects these in a small number of foreign subsidiaries, which also only report low earnings that could be subject to minimum taxation.
Accordingly, the company assumes that the application of these regulations in the financial years from 1 January 2024 will have no material impact on both the Group tax rate of the Fresenius consolidated financial statements prepared in accordance with IFRS and the tax rate of Fresenius SE.
The subscribed capital is carried at its nominal amount.
The special reserve with equity portion that was built according to Section 247 (3) HGB in previous years can be retained according to the option in Art. 67 (3) sentence 1
EGHGB.
The pension obligation is determined according to actuarial principles on the basis of biometric probabilities
(Richttafeln Heubeck 2018 G) using the Projected Unit Credit-Method. Future expected remuneration and pension increases are taken into account in calculating the obliga- tion. Remuneration is currently adjusted depending on age by between 3% and 4% and pensions by 2.00%. The company specific fluctuation rate that is also taken into consideration for the calculation has been between 0% and 18% depending on age cohort. The actuarial interest rate applicable to the discounting of the pension obligation was 1.83%. This interest rate is based on the last-ten-year-average interest rate for an estimated remaining life of 15 years as determined and published by the German Federal Bank (Deutsche Bundesbank). Until December 31, 2015 the actuarial interest rate was based on the last-seven-year- average discount rate. According to Section 253 (6) HGB the difference from this legal change amounts to €2,128,315.
Pursuant to Section 253 (1) sentence 3 HGB (security- based pension obligations), the value of the provisions for the employee financed life work time account (Demo- grafiefonds) is based on the performance of the asset value of the corresponding plan reinsurance.
The asset values used to offset the provisions are calculated at their fair values.
Tax accruals and other accruals are accounted for recognizable risks and uncertain liabilities at the amounts to be paid and calculated on the basis of a reasonable commercial assessment. Long term accruals are accounted for taking into account future price and cost increases and are discounted with the last-seven-year-averagediscount rate that corresponds to the remaining life of the accrual.
Liabilities are valued at their settlement amounts. Income and expenses incurred a certain time after the
date of the financial statements are accounted for as accruals and deferrals.
Foreign currency items are translated with the foreign exchange rate at the time of origin or the hedging rate for hedging transactions.
Assets and liabilities with a remaining life of up to a year and carried at foreign currencies are translated at the average closing spot rate according to section 256a HGB.
Assets and liabilities with a remaining expected life of over one year and carried at foreign currencies are translated at inception at the foreign currency exchange rate, while at the balance sheet date the lowest closing spot rate is used for translating assets and the highest closing spot rate is used for translating liabilities. If the conditions to apply hedge accounting are met, the hedging financial instruments and the underlying transactions are combined in a hedge and valued either using the 'Durchbu- chungsmethode' or the 'Einfrierungsmethode'. In the first case changes in value are recognized in the income state- ment. In the second case the transaction is recognized at inception only and changes in value resulting from the hedged risk are not subsequently recorded in the balance sheet or statement of income.
Gains and losses from translation to euro of items carried at foreign currencies are recognized in the statement of income under ''Other operating income'' or ''Other operating expenses''.
Income and expense from profit transfer agreements
is recorded in the same reporting period in which it arises given that earnings from affiliated companies are precise enough at the time of preparing the financial statements and is assured according to reasonable commercial assess- ment.
Income from incorporated affiliates is recorded at the date when the distribution of earnings is decided, which is after the completion of the financial statements of Fresenius SE & Co. KGaA.
5
Derivative financial instruments are contracted for hedging purposes only. Both interest rate and foreign currency derivatives are contracted for hedging.
Besides hedging instruments for cash pool balances and loans in foreign currencies that Group Companies have borrowed from Fresenius SE & Co. KGaA or that Fresenius SE & Co. KGaA has borrowed from Group Companies or banks, Fresenius SE & Co. KGaA acquires hedging instruments from banks, that are mirrored by agreements between Fresenius SE & Co. KGaA and its affiliated companies at nearly the same conditions. The affiliated companies use these agreements to hedge their operating businesses against foreign currency risks.
Derivative financial instruments are measured at fair value at balance sheet date. According to German Commercial Law accounting principles and standards of valuation any remeasurement losses are recognized in earnings while remeasurement gains are not taken into account. When the conditions for hedge accounting are met, the underlying asset and the hedging instrument are considered together. The application of the standards of valuation is explained in more detail in Chapter (31) Derivatives.
6
NOTES ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
4. FIXED ASSETS
The following is a breakdown of fixed assets and their development:
Acquisition costs | Write-ups / Depreciation | Carrying amount | |||||||||||||||||||||
€ in millions | As of Jan. 1, 2023 | Additions | Disposals | Reclassifications | As of Dec. 31, 2023 | As of Jan. 1, 2023 | Additions | Disposals | As of Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||||||||||||
Intangible assets | |||||||||||||||||||||||
Concessions, industrial and | |||||||||||||||||||||||
similar rights and assets as | |||||||||||||||||||||||
well as licenses acquired for | |||||||||||||||||||||||
consideration | 24 | 1 | 0 | 0 | 25 | 17 | 4 | 0 | 21 | 4 | 7 | ||||||||||||
24 | 1 | 0 | 0 | 25 | 17 | 4 | 0 | 21 | 4 | 7 | |||||||||||||
Tangible assets | |||||||||||||||||||||||
Land, leasehold and build- | |||||||||||||||||||||||
ings including buildings on | |||||||||||||||||||||||
third party property | 200 | 0 | -2 | 0 | 198 | 93 | 4 | 0 | 97 | 101 | 107 | ||||||||||||
Plant and machinery | 2 | -- | -- | -- | 2 | 1 | 0 | -- | 1 | 1 | 1 | ||||||||||||
Other fixtures and fittings, | |||||||||||||||||||||||
tools and equipment | 26 | 4 | -3 | 1 | 28 | 18 | 3 | -3 | 18 | 10 | 8 | ||||||||||||
Payments on account and | |||||||||||||||||||||||
tangible assets in course of | 1 | 5 | -- | -1 | 5 | -- | -- | -- | -- | 5 | 1 | ||||||||||||
construction | |||||||||||||||||||||||
229 | 9 | -5 | 0 | 233 | 112 | 7 | -3 | 116 | 117 | 117 | |||||||||||||
Financial assets | |||||||||||||||||||||||
Shares in related parties | 10,354 | 1,991 | -1,745 | -399 | 10,201 | 0 | -- | -- | 0 | 10,201 | 10,354 | ||||||||||||
Loans to related parties | 1,844 | 16 | -525 | -- | 1,335 | -- | -- | -- | -- | 1,335 | 1,844 | ||||||||||||
Investments | 3 | 0 | -- | 399 | 402 | -- | -- | -- | -- | 402 | 3 | ||||||||||||
12,201 | 2,007 | -2,270 | -- | 11,938 | 0 | -- | -- | 0 | 11,938 | 12,201 | |||||||||||||
Fixed assets | 12,454 | 2,017 | -2,275 | 0 | 12,196 | 129 | 11 | -3 | 137 | 12,059 | 12,325 |
7
FINANCIAL ASSETS
As of December 31, 2023, Fresenius SE & Co. KGaA owns stakes in the following domestic management companies for business segments:
- Fresenius Medical Care AG, Hof an der Saale
- Fresenius Kabi AG, Bad Homburg v.d.H.
- Fresenius ProServe GmbH, Bad Homburg v.d.H.
Fresenius SE & Co. KGaA continued to hold 100% of the management companies of the business segments Fresenius Kabi (Fresenius Kabi AG) as well as Fresenius Helios and Fresenius Vamed (both held through Fresenius ProServe GmbH) on December 31, 2023. Through Fresenius ProServe GmbH, Fresenius SE & Co. KGaA holds 100% in Helios Kliniken GmbH and in Helios Health GmbH (100% stakeholder of the Quirónsalud Group and the Eugin Group) as well as a 77% stake in Vamed Ak- tiengesellschaft.
Upon entry of the change of legal form in the commercial register on November 30, 2023, the share in Fresenius Medical Care AG's subscribed capital held by Fresenius SE & Co. KGaA is reported as investment in an amount of €399 million. As in the previous year, the percentage amounted to 32.17% as at December 31, 2023.
Fresenius SE & Co. KGaA holds all of the stakes of the following domestic property management and service companies as well as foreign finance companies:
- Fresenius Immobilien-Verwaltungs-GmbH
- Fresenius Immobilien-Verwaltung Objekt Schweinfurt KG
- Fresenius Immobilien-Verwaltung Objekt St. Wendel KG
- Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Friedberg KG
- Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Friedberg 2 KG
- Hyginus Publisher GmbH
- Fresenius Versicherungsvermittlungs GmbH
- Fresenius Medical Care Management AG (zukünftig Fresenius Vermögensverwaltungs AG)
- Fresenius Finance Holdings Ltd.
- Fresenius Finance Ireland PLC
- Fresenius Finance Ireland II PLC
- Fresenius Vamed GmbH
All of the subscribed capital of Fresenius Digital Technology GmbH is indirectly held via Fresenius Versiche- rungsvermittlungs GmbH.
As part of the restructuring of the Irish finance compa- nies, Fresenius Finance Holdings Ltd. sold its wholly- owned shares in Fresenius Finance Ireland PLC and Fresenius Finance Ireland II PLC to Fresenius SE & Co. KGaA for the total amount of €1,706 million. In the course of this transaction, a capital reduction was carried out at Fresenius Finance Holdings Ltd. which led to a reduction in the shares in Fresenius Finance Holdings Ltd. by the same amount. Additionally, Fresenius SE & Co. KGaA contributed US$ 300 million to the additional paid-in capital of Fresenius Finance Ireland II PLC.
Disposals of shares in related parties of €39 million correspond to the liquidation of Fresenius US Finance II Inc. This resulted in foreign exchange gains of €7 million that are included in other operating income in the profit and loss statement.
Furthermore, in the fiscal year 2023 Fresenius SE & Co. KGaA contributed €5 million to the additional paid-in capital of Fresenius Medical Care Management AG.
Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Friedberg 2 KG was founded with contribution of a property at a carrying amount of €2 million.
Moreover, €503 thousand was invested in the Futury Regio Growth GmbH & Co. KG.
Fresenius Immobilien Verwaltung Objekt La Pura GmbH, an direct affiliated company of Fresenius Immo- bilien-Verwaltungs-GmbH, was granted a loan of €12 mil- lion.
Additionally, the loans granted to Vamed Gesundheit Holding Deutschland GmbH in the amount of €480 million were repaid prior to maturity.
8
5. ACCOUNTS RECEIVABLE AND OTHER ASSETS
6. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and cash at banks of €1,508 million (previous year €541 million).
8. SUBSCRIBED CAPITAL
During fiscal year 2023, no stock options were exercised. Consequently, as of December 31, 2023, the subscribed
€ in millions | Dec. 31, 2023 |
Trade accounts receivable | 0 |
(amount with a remaining term of more | ||
than one year) | (--) | |
Accounts receivable from related parties | 4,540 | |
(amount with a remaining term of more | (--) | |
than one year) | ||
Accounts receivable from companies in |
Dec. 31, 2022
0
(--)
4,964
(--)
7. DEFERRED EXPENSE
The deferred expenses of €30 million (previous year €40 million) mainly consist of discounts with a net book value of €24 million as of December 31, 2023 (previous year €35 million).
capital of Fresenius SE & Co. KGaA still consisted of 563,237,277 bearer ordinary shares. The shares are issued as nonpar value shares. The proportionate amount of the subscribed capital is €1.00 per share.
The subscribed capital developed as follows:
which participation is held | 5 | |
(amount with a remaining term of more | (--) | |
than one year) | ||
Other assets | 98 | |
(amount with a remaining term of more | ||
than one year) | (--) | |
4,643 |
--
(--)
151
(62)
5,115
The placement of a convertible bond in January 2017 resulted in a discount of €62 million that will be released on a straight-line basis over the lifetime of the convertible bond. As of December 31, 2023, it is included in deferred expenses with a value of €1 million.
€ in millions
As of January 1
Capital increase in kind with subscription rights in return for the contribution of dividend entitlements (share dividend)
As of December 31
2023 | 2022 |
563 | 558 |
-- | 5 |
563 | 563 |
Accounts receivable from related parties include €4,535 million mainly consisting of loans and financing related accounts in the context of inhouse banking (cash pool) (previ- ous year €4,957 million) as well as €5 million of trade accounts receivables (previous year €7 million).
As part of the transformation of Fresenius Vamed and related to the waiver and compensation agreement con- cluded, in the fiscal year 2023 Fresenius SE & Co. KGaA waived €371 million of cash pool receivables from Vamed subsidiaries.
Other assets mainly contain €9 million (previous year €13 million) VAT receivable (including foreign VAT receiv- able). Social security related receivables were not included. Also included are receivables from corporation tax law
(Körperschaftsteuer) and solidarity surcharge (Solidari- tätszuschlag) as well as business tax (Gewerbesteuer) of €84 million (previous year €34 million). Receivables from income tax (Ertragsteuer) include expected amounts of outstanding tax assessments for previous years and for the assessment and collection year 2023.
The placement of bonds in 2020 resulted in a discount of €16 million that will be released on a straight-line basis over the lifetime of the bonds. As of December 31, 2023, it is included in deferred expenses with a value of €8 million.
Moreover, bonds issued in 2019 resulted in a discount of €8 million that will be released on a straight-line basis over the lifetime of the bonds. As of December 31, 2023, it is included in deferred expenses with a value of €3 million. Discounts of €12 million, which resulted from the issue
of bonds during the fiscal year 2022, will be released on a straight-line basis over the lifetime of the respective bonds. As of December 31, 2023, discounts are included in deferred expenses with a value of €9 million.
The placement of a bond in 2023 resulted in a discount of €3 million that will be released on a straight-line basis over the lifetime of the bond. As of December 31, 2023, it is included in deferred expenses with a value of €3 million.
Furthermore, it includes the prepayment of the Directors & Officers-Insurance (D & O-Insurance) and the accidental and product liability insurance.
9. OWN SHARES
As of December 31, 2023, no own shares were held.
9
10. NOTIFICATION BY SHAREHOLDERS
The following table shows the notifications disclosed in 2023 in accordance with Section 40 (1) of the German Securities Trading Act (WpHG).
Notifying party | Percentage of | |||||||||||
Registered office | Date of exceeding or falling below | Reporting threshold | voting rights | Number of voting rights | Attribution pursuant to WpHG | |||||||
Boston, Massachusetts, | ||||||||||||
Harris Associates Investment Trust | United States | August 10, | 2023 | Falling below 3% | 2.95 | 16,634,431 | section 33 | |||||
Amundi S.A. | Paris, France | April 21, | 2023 | Falling below 3% | 2.44 | 13,770,083 | section 34 |
In cases where holdings reached, exceeded or fell below the thresholds on several occasions, only the most recent notification is mentioned.
The Else Kröner-Fresenius-Stiftung as major shareholder informed Fresenius SE & Co. KGaA on December 30, 2023, that it holds 151,842,509 ordinary shares of Fresenius SE & Co. KGaA representing 27.0% of the subscribed capital on December 31, 2023. All WpHG-notifications by shareholders in 2023 are published on the website of the Company www.fresenius.com/shareholder-structure.
11. AUTHORIZED CAPITAL
By resolution of the Annual General Meeting on May 13, 2022, the previous Authorized Capital I was revoked and a new Authorized Capital I (2022) was approved.
Accordingly, the general partner, Fresenius Management SE, is authorized, with the approval of the Supervisory Board, until May 12, 2027, to increase Fresenius
SE & Co. KGaA 's share capital (subscribed capital) by a total amount of up to €125,000,000 through a single or multiple issues of new bearer ordinary shares against cash contributions and / or contributions in kind (Authorized Capital I (2022)). The number of shares must increase in the same proportion as the subscribed capital. In principle, shareholders must be granted a subscription right . In defined cases, the general partner is authorized, with the
consent of the Supervisory Board, to decide on the exclusion of the shareholders' subscription right (e. g. to eliminate fractional amounts). For cash contributions, the authorization can only be exercised if the issue price is not significantly below the stock exchange price of the already listed shares at the time the issue price is fixed with final effect by the general partner. Furthermore, in case of a capital increase against cash contributions, the proportionate amount of the shares issued with exclusion of subscription rights may not exceed 10% of the subscribed capital. An exclusion of subscription rights in the context of the use of other authorizations concerning the issuance or the sale of the shares of Fresenius SE & Co. KGaA or the issuance of rights which authorize or bind to the subscription of shares of Fresenius SE & Co. KGaA has to be taken into consideration during the duration of the Authorized Capital until its utilization. In the case of a subscription in kind, the subscription right can be excluded only in order to acquire a company, parts of a company or a participation in a com- pany.
The authorizations granted concerning the exclusion of subscription rights can be used by Fresenius Management SE only to such extent that the proportional amount of the total number of shares issued with exclusion of the subscription rights does not exceed 10% of the subscribed capital. An exclusion of subscription rights in the context of the use of other authorizations concerning the issuance or the sale of the shares of Fresenius SE & Co. KGaA or the issuance of rights which authorize or bind to the subscription of shares of Fresenius SE & Co. KGaA has to be taken into consideration during the duration of the Authorized Capital until its utilization.
The changes to the Authorized Capital I became effective upon registration with the commercial register on July 5, 2022.
The Authorized Capital I developed as follows:
€ in millions | 2023 | 2022 | ||
As of January 1 | 125 | 125 | ||
Revocation of previous Authorized Capital I due | -- | -125 | ||
to resolution of the Annual General meeting | ||||
Creation of a new Authorized Capital I due to | ||||
resolution of the Annual General meeting | -- | 125 | ||
As of December 31 | 125 | 125 |
10
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Fresenius SE & Co. KGaA published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2024 15:00:11 UTC.
