Corporate Governance

The Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, issued the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act in December 2025.

Please find below the 2025 Corporate Governance Declaration and Report of Fresenius SE & Co. KGaA.

Equal opportunities are promoted and practiced throughout the Fresenius Group. We consciously oppose discrimination of any kind. We have firmly anchored these values in our Code of Conduct. We always want to promote employees equally. We are also committed to upholding this principle when filling positions: At Fresenius, qualifications and experience are decisive for every personnel selection, be it recruitment or promotion. We want to ensure that we offer all employees the opportunity to participate in application, selection, and development processes.

Fresenius will comply with all obligations arising from the Act on the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors (FüPoG I) and the Act to Supplement and Amend the Regulations for the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors (FüPoG II):

The statutory regulations stipulate a quota of at least 30% women and 30% men for the Supervisory Board of Fresenius SE & Co. KGaA. The statutory quotas were again met in 2025.

The statutory targets for the Management Board do not apply to either Fresenius Management SE or Fresenius SE & Co. KGaA. Fresenius SE & Co. KGaA does not have a Management Board due to its legal form. Fresenius Management SE is not listed on the stock exchange and is not subject to co-determination. As of December 31, 2025, one woman was a member of the Management Board and the proportion of women was therefore 20%.

Fresenius has adjusted the definition of management levels to include all employees in management positions, regardless of their title, at the highest management levels, and will in future take into account the group of employees included in the CSRD indicator for Group-wide gender distribution at the highest management level in the Sustainability Statement. For the proportion of women in accordance with legal requirements in Germany, the definition therefore includes all employees in management positions at the two levels below the Management Board who have an employment contract with Fresenius SE & Co. KGaA. Fresenius continues to aim for a target of 30% women at both levels. The Management Board resolution provides for the new definition and target to be valid from January 1, 2026, with a target period until December 31, 2030.

For a detailed report on the Management and Supervisory Board members’ compensation please refer to the Compensation Report 2025.

For further information regarding the Compensation System 2023+, please refer to the following document:

The compensation of the members of the Supervisory Board of Fresenius SE & Co. KGaA is governed by Section 13 of the Articles of Association. This ensures that the remuneration of the Supervisory Board members complies with the remuneration system approved by the Annual General Meeting at all times.

Management Board

Fresenius SE & Co. KGaA does not have an own Management Board. The Management Board of the general partner, Fresenius Management SE, is responsible for conducting the business of the KGaA. It formulates strategy, coordinates this with the Supervisory Board of Fresenius SE & Co. KGaA, and sees to its implementation. It is guided solely by the best interests of Fresenius SE & Co. KGaA.

Supervisory Board of Fresenius SE & Co. KGaA

The Supervisory Board of Fresenius SE & Co. KGaA supervises the management of the Company’s business by the general partner and the latter’s Management Board. The Supervisory Board of Fresenius SE & Co. KGaA has 12 members – 6 shareholder representatives and 6 employee representatives It supervises whether corporate decisions are compliant, suitable, and financially sound. The members of the Management Board of the general partner are appointed by the Supervisory Board of Fresenius Management SE, not by the Supervisory Board of the KGaA.

The Supervisory Board of Fresenius SE & Co. KGaA has the following committees:

- Audit Committee
- Nomination Committee
- Joint Committee
- IT Committee

Supervisory Board of Fresenius Management SE

The Supervisory Board of Fresenius Management SE advises and supervises the Management Board in its management of the Company. The Supervisory Board of Fresenius Management SE appoints the members of the Management Board. He consists of six members who are elected by the annual general meeting of Fresenius Management SE Committees.