Fresenius Group Overview

FAQ

Please find below a selection of frequently asked questions and the respective answers (FAQ). If you cannot find the answer to your question please do not hesitate to contact the Investor Relations team at your convenience.

  • Shares and dividends

    When was the IPO of Fresenius?

     

    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. In January 2011, the legal form of Fresenius SE was changed to a partnership limited by shares (KGaA) and all preference shares were mandatorily converted into ordinary shares.

    Under what quotation symbols are the Fresenius SE & co. KGaA shares to be found?


    Ordinary shares
    Bloomberg-Symbol (XETRA)   FRE GR  
    Reuters-Symbol (XETRA) FREG.de

     

    What class of shares was traded under ISIN DE000A13SS11?

    All ordinary shares issued between January 1, 2017 and May 12, 2017 are listed under ISIN DE000A169Q21 / WKN A169Q2 and traded until the payment of the dividend for fiscal year 2016. They are issued from the Contingent Capital of Fresenius SE & Co. KGaA.

     

    The new ordinary shares, or so called “Young Shares” are not entitled to the dividend payment for fiscal year 2016. Therefore, they had to be listed under a separate ISIN / WKN. A notification on the separate listing is available on the Deutsche Börse Website. Young Shares are created solely after the exercise of stock options under the existing stock option plans of Fresenius SE & Co. KGaA. Further information on the stock option plans are included in the section “Corporate Governance” on our website.

     

    After the dividend payment, which is planned for May 17, 2017, the new ordinary shares will be automatically included in the common ISIN DE0005785604 / WKN 578560 of the Fresenius’ ordinary shares.


    Which indices include the Fresenius share?
    Amongst others, Fresenius shares are included in the following indices:

    Index 

    Fresenius SE & Co. KGaA's
    weighting in %
     

    DAX

    3.11

    HDAX 

     2.62

    EURO STOXX 50

     1.33

    EURO STOXX Health Care 

     12.93

    STOXX Europe 600 

     0.36

    STOXX Europe 600 Health Care 

     2.82

    MSCI Europe 

     0.41

    MSCI Europe Healthcare 

     2.99

    MSCI World 

     0.10

    MSCI World Healthcare 

     0.75

    Source: Deutsche Börse AG, STOXX, MSCI as of September 2016

     

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

    Financial
    year

    Dividend
    per ordinary share
    in € 

    AGM resolution
    passed on

    Date of
    dividend payment

    2015 

    0,55

    13.05.2016

    16.05.2016 

    2014

    0,44

    20.05.2015

    21.05.2015

    2013

    0,42

    16.05.2014

    19.05.2014

    2012

    0,37

    17.05.2013

    20.05.2013

    2011 

    0,32

    11.05.2012 

    14.05.2012 

    2010 

    0,29

    13.05.2011 

    16.05.2011 

     

    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 & Co. KGaA’s capital stock?

     

    WKN

    ISIN

    Nominal
    Value

    Number of shares
    February 28, 2017

    Subscribed Capital 
      February 28, 2017

    Ordinary shares

    578 560

    DE0005785604

    1,00 €

    553,473,235

    553,473,235 €

     

    Who are the principal shareholders of Fresenius SE & Co. KGaA?

    The Else Kröner-Fresenius-Stiftung is the largest shareholder of Fresenius SE & Co. KGaA, holding approximately 26% of the voting capital. An overview of our shareholder structure can be found here.


    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.

  • American Depositary Receipts (ADR)

    The following information does not contain all information that may be important to you. For more complete information, we highly recommend that you read the entire deposit agreement and the form of American Depositary Receipt, which contains the American Depositary Receipts terms.

    What is an American Depositary Receipt (ADR)?

    An American Depositary Receipt (ADR) is a U.S. dollar denominated negotiable certificate that represents ownership of shares in a non-U.S. company.

    Each ADR is issued by a U.S. depositary bank (which is a bank in the United States which oversees all the stock transfer and agency services in connection with a depositary receipt program) and represents one or more shares of a foreign stock or a fraction of a share. If investors own an ADR they have the right to obtain the foreign stock it represents, but U.S. investors usually find it more convenient to own the ADR. The price of an ADR is often close to the price of the foreign stock in its home market, adjusted for the ratio of ADRs to foreign company shares. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors.

    Fresenius ADRs represent Fresenius’ local shares deposited with the depositary bank (Deutsche Bank Trust Company Americas), to underlie such certificates and carry the rights attached to them as detailed in the Depositary Agreement. Holders of ADRs receive dividends in U.S. dollars and have the right to vote on shareholders resolutions, where applicable.


    What is the difference between an ADR and an ADS?

    An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS (American Depositary Share) is the share issued under the ADR agreement which is actually traded. Although the terms ADR and ADS are often used interchangeably, the difference is that an ADR is the certificate while the ADSs are the shares.


    What are the benefits of ADRs to U.S. investors?

    U.S. investors may prefer to purchase ADRs rather than local shares in the issuer’s home market because ADRs trade, clear and settle in U.S. Dollars and according to U.S. market conventions. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information. Holders of ADRs also receive dividends in U.S. dollars.


    What is an ADR ratio?

    The ADR ratio is the relation between the number of ADRs and the number of local shares. Four Fresenius ADRs represent one Fresenius local share, i.e. the ratio is 4:1. The ratio was changed in conjunction with the stock split on August 1, 2014, becoming effective on August 4, 2014. Before that the ADR ratio was 8:1.


    How can I buy Fresenius ADRs?

    Fresenius ADRs can be purchased like any other stocks, through your U.S. banks and brokers.


    Where are Fresenius ADRs traded?

    Fresenius ADRs are traded in the U.S. OTC (over the counter) market under the ticker symbol FSNUY. Since December 2013 Fresenius ADRs are traded on OTCQX International Premier. The Cusip Number is 35804M 105.


    What is an OTC Market?

    The OTC market is the market for over-the-counter securities in the United States. This is where sponsored Level I ADR programs are traded.


    How are dividends paid?

    ADR holders will receive the dividend in U.S. dollars. The depositary bank typically announces the final ADR dividend rate following conversion into U.S. dollars. ADR rates and pay dates will be published on www.adr.db.com


    Where do I get information and updates on Fresenius?

    Financial and stock information is available here.

    Trading information is readily available on our depositary bank’s website and on the website of OTC Markets.


    Who is Fresenius’ depositary bank, transfer agent, registrar and exchange agent for ADR shares?

    Fresenius’ ADR program is administered by Deutsche Bank Trust Company Americas (Deutsche Bank). As the depositary bank, Deutsche Bank performs the following roles for ADR holders as further detailed in the Deposit Agreement:

    - Records and maintains the register of ADR holders,
    - Is the stock transfer agent,
    - Distributes dividends in U.S. dollars,
    - Facilitates the voting process and the exercise of the voting rights of ADR holders at any Company
    - General Meeting if permitted by the Company and the Depositary Agreement,
    - Issues and cancels Fresenius American Depositary Receipts (ADRs),
    - Can distribute Company circulars and General Meetings (including Annual General Meeting) documentation, if applicable.

    For those holders who are not registered because their ADRs are held through a ‘Street name’ (nominee account), your nominee will receive Company documents from time to time from Deutsche Bank to distribute to ADR holders. You need to make arrangements with your nominee if you wish to receive such documents and to be able to exercise your vote through the depositary bank at General Meetings (if applicable).


    How can I contact Deutsche Bank?

    Contact details for ADR brokers & institutional investors:

    US - Tel: +1 212 250 9100
    UK - Tel: +44 207 547 6500
    e-mail: adr@db.com

    Contact details for registered ADR Holders

    Deutsche Bank Shareholder Services
    American Stock Transfer & Trust Company
    Peck Slip Station
    P.O. Box 2050
    New York, NY 10272-2050

    e-mail: DB@amstock.com
    Toll-free number: +1 800 937 5449
    Direct Dial: +1 718 921 8124
    http://www.amstock.com/


    How do I convert my local shares into ADRs?

    Converting local shares into ADRs must be done through a broker, investment advisor or directly through Deutsche Bank Trust Company Americas. You can contact Deutsche Bank broker services desk on +1 212 250 9100 or +44 207 547 6500, or by email on adr@db.com.


    What if I lose my ADR certificate, dividend check or tax voucher?

    If you do not hold via a broker, bank or nominee, please contact our transfer agent:

    Deutsche Bank Shareholder Services
    American Stock Transfer & Trust Company
    Peck Slip Station
    P.O. Box 2050
    New York, NY 10272-2050

    e-mail: DB@amstock.com

    Toll-free number: +1 800 937 5449
    Direct Dial: +1 718 921 8124


    What if I have more than one ADR certificate? Can they be combined?

    Yes. Certificates can be combined by contacting our transfer agent:

    Deutsche Bank Shareholder Services
    American Stock Transfer & Trust Company
    Peck Slip Station
    P.O. Box 2050
    New York, NY 10272-2050

    e-mail: DB@amstock.com

    Toll-free number: +1 800 937 5449
    Direct Dial: +1 718 921 8124

  • Miscellaneous

    Where does Fresenius SE & Co. KGaA 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 & Co. KGaA founded?
    The origins of Fresenius SE & Co. KGaA 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 SE into a partnership limited by shares (KGaA) took effect on January 28, 2011 with the entry of Fresenius SE & Co. KGaA in the commercial register of Bad Homburg municipal court.


    What are Fresenius SE & Co. KGaA’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 & Co. KGaA have?
    The Group had 232,873 employees as of December 2016 (December 31, 2015: 222,305).

     

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

     

    How does Fresenius SE & Co. KGaA draw up its Group financial statement?

    Fresenius SE & Co. KGaA ("Fresenius") reports since January 1, 2017 in accordance with International Financial Reporting Standards (IFRS). The company no longer provides U.S. GAAP financial information.

    Fresenius, as a publicly traded company based in a European Union member country, is required to prepare and publish its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) pursuant to Section 315a of the German Commercial Code (HGB).

     

    How high were total assets and shareholders’ equity?
    The Group had total assets of €46,447 million as of December 31, 2016 (December 31, 2015: €43,170 million) while shareholders’ equity including minority interests amounted to €20,420 million (December 31, 2015: €18,003 million).

     

    What were Fresenius SE & Co. KGaA’s sales?
    Sales of €29,083 million were achieved in the financial year 2016 (December 31, 2015: €27,626 million). 

     

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

    in million € 

    2016 

    2015

    of total sales

    Fresenius Medical Care 

    15,086

    15,086

    56% 

    Fresenius Kabi 

    5,950

    5,950

    20% 

    Fresenius Helios 

    5,578

    5,578

    20% 

    Fresenius Vamed 

    1,118

    1,118

    4%

    Corporate/Other

    -108 

    -106

    0% 

    Fresenius Group

    29,083

    27,626

    100% 

     

    What contributions did the individual regions make to Group sales?

    in million € 

    2016

    2015

    Change

    Orga-
    nic
    sales
    growth

    Cur-
    rency
    trans-
    lation
    effects

    Acqui-
    sitions/
    divesti-
    tures

    % of
    total
    sales

    Nord America 

    13,735

    12,621

    9% 

    7% 

    0% 

    2% 

    47% 

    Europe

    10,839

    10,557

    3% 

    3% 

    0% 

    0% 

    38% 

    Asia-Pacific

    2,928

    2,779

    5% 

    8% 

    -2% 

    -1% 

    10% 

    Latin America 

    1,223

    1,297

    -6% 

    12% 

    -16% 

    -2% 

    4% 

    Africa 

    358

    372

    -4% 

    2% 

    -6% 

    0% 

    1% 

    Total

    29,083

    27,626

    5% 

    6% 

    -1% 

    0% 

    100% 


    How do analysts’ current estimates 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 SE & Co. KGaA to measure performance?

    The Management Board controls the business segments by setting strategic and operating targets and through financial ratios. In line with our growth strategy, sales growth (in constant currency) of the Group and, in our business segments, in particular organic sales growth is of central importance. Operating income (EBIT: earnings before interest and taxes) and the EBIT margin, respectively, are useful yardsticks for measuring the profitability of the business segments. At Group level, we primarily use net income to this end.

    At Group level, we use return on operating assets (ROOA) and return on invested capital (ROIC) as benchmarks for evaluating our business. Another key performance indicator at the Group level is the debt ratio, which is the ratio of net debt to EBITDA.

    For an overview of our performance measures please click here.

    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.

    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 2016 to meet the demands we place on environmental protection. Further information can be found in our Financial Report, which was published on March 16, 2017.

     

  • Annual General Meeting

    When is the next Annual General Meeting due to be held?
    The next Annual General Meeting of Fresenius SE & Co. KGaA will be held on May 12, 2017.

     

    When is the record date for the Annual General Meeting on May 12, 2017?
    The record date for the Annual General Meeting of Fresenius SE & Co. KGaA on May 12, 2017 is April 21, 2017. 

     

    When is the last registration day for the Annual General Meeting on May 12, 2017?
    The registration and proof of eligibility for participation at the Annual General Meeting of Fresenius SE & Co. KGaA on May 12, 2017 had to be received by the Company by May 5, 2017. 

     

    When will the dividend be paid in 2017?
    The dividend payment is scheduled for May 17, 2017, subject to the condition of the approval of the resolution on the allocation of the distributable profit by the Annual General Meeting of Fresenius SE & Co. KGaA.  

     

    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 delivered 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 is broadcasted live via the Internet.
    The video recording and script of the speech is 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.

     

  • Information on conversion of certificates for shares

    All shareholders who own certificates for ordinary shares and preference shares of Fresenius SE & Co. KGaA's predecessor Fresenius SE and hold those by themselves were requested to surrender those certificates to their custodian bank in the period from December 17, 2007, to March 20, 2008. The shares are now evidenced wholly by global certificates deposited with Clearstream Banking AG.

     

    On April 1, 2008, Fresenius published the notice of invalidation. All now incorrect share certificates which have not yet been surrendered for conversion into co-ownership rights in a collective holding of shares of our company maintained with Clearstream Banking AG are declared invalid in accordance with Section 73 of the German stock corporation Act (AktG).

     

    Shareholders who hold their shares in a collective security deposit with a financial institution do not need to take any action.

     

    You are welcome to contact us in case of any questions via phone +49-6172-608-5167 or email ir-fre@fresenius.com.