Report of the Supervisory Board

2024 was a year of profound global upheaval. Economic and political volatility, coupled with rapid technological advances, impacted markets worldwide. Amid these changes, one thing has endured: the essential importance of healthcare. Demand for medical products and services continues to grow. At the same time, the healthcare industry is undergoing radical change, partially driven by cost pressures. Modern technologies, such as artificial intelligence and digitalization, are enhancing efficiency and redefining healthcare quality. We are witnessing a shift towards personalized medicine and a fully digitalized patient journey.

In this dynamic environment, Fresenius has proven to be adaptable and successful. The #FutureFresenius program launched in 2022 is evidently paying off. Focusing on Fresenius Kabi and Fresenius Helios has proven to be the right approach. In 2024, the company delivered strong growth in revenue and earnings, strengthened its financial base through high cash flow and significantly reduced its debt. The company has also become more innovative. One example is the successful launch of new biosimilars targeting autoimmune diseases and cancer – expanding access to affordable, highly effective therapies for more patients worldwide.

In 2025, Fresenius entered the next phase of ­#FutureFresenius. Fresenius has set itself higher goals while strengthening its financial position. In this and the following years, the focus will be on further developing the company’s core business along the three growth platforms of (Bio) Pharma, MedTech, and Care Provision. Driving innovation and further improving patient care will be key. This will create sustainable value for all stakeholders. The Supervisory Board fully supports the Management Board’s strategy under the leadership of Michael Sen. As a modern, global healthcare company, Fresenius is shaping the future of healthcare.

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 7, May 17, October 17, and December 5, and one extraordinary meeting on September 3 in the 2024 fiscal year. The meetings were all 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

Ms. Grit Genster and Mr. Michael Diekmann each did not attend one meeting of the Supervisory Board. Otherwise, all meetings of the Supervisory Board and its committees in 2024 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 2024, the Supervisory Board mostly focused its monitoring and consulting activities on supporting the transformation and the business operations 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:

The Supervisory Board dealt in particular with the following items:

• strategic alignment of the Fresenius Group and its business segments as part of the #FutureFresenius transformation process
• transformation of the Fresenius Group, including restructuring and divestment at Fresenius Vamed
• cost reduction and efficiency improvement measures
• cybersecurity
• budget
• medium-term planning of the Fresenius Group
• further development of the corporate governance management systems (compliance management system, risk management system, internal audit system, and internal control system)

The Management Board of the general partner also regularly informed the Supervisory Board about the risk situation, risk management, and compliance within the Group.

At its meeting on March 7, 2024, the Supervisory Board dealt in detail with the audit and approval of the financial statements, the consolidated financial statement (IFRS), and the Management Report and the Group Management Report of Fresenius SE & Co. KGaA as of December 31, 2023. The results for 2023 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 2023 fiscal year, the Report of the Supervisory Board of Fresenius SE & Co. KGaA for the 2023 fiscal year, the Corporate Governance Declaration of Fresenius SE & Co. KGaA for the 2023 fiscal year, and the separate Group Non-financial Report for the 2023 fiscal year. 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, 2024.

At the meeting on May 17, 2024, the Management Board reported to the general partner on business performance for the months January through April 2024.

The Supervisory Board meeting on September 3, 2024, focused on the strategy within the individual business areas, with particular focus on the hospital business. The Supervisory Board also received information on the progress and development paths of the #FutureFresenius transformation process, the related cultural shift, and the ESG strategy.

At the meeting on October 17, 2024, the members of the Supervisory Board were informed in detail about business performance from January through September 2024. The Supervisory Board also dealt with the declaration of conformity to the Corporate Governance Code and the topic of cybersecurity at Fresenius.

At the meeting on December 5, 2024, information was provided on the 2025 budget, and medium-term planning for the years 2026 to 2027, the 2025 financing budget and the maturities for 2025 to 2027. The Management Board of the general partner also reported on the business performance from January to October 2024. In addition, the Supervisory Board was informed about projects to expand production capacities and the product portfolio. The ESG expert appointed by the Audit Committee provided information about the work of the external Sustainability Committee. Furthermore, the Supervisory Board passed a resolution on the declaration of conformity to the German Corporate Governance Code.

Corporate Governance

In December 2024, 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 the 2024 fiscal year, the Chairman of the Supervisory Board of Fresenius SE & Co. KGaA held discussions with investors on topics specific to the Supervisory Board to the extent permitted by law and in close consultation with the Management Board of the general partner. In this context, the Chairman of the Supervisory Board of Fresenius SE & Co. KGaA again participated in the annual Corporate Governance Roadshow in October 2024.

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 and 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. Among other sessions, internal training in fiscal year 2024 included comprehensive training on the subject of ESG, focused on CSRD and sustainability strategy, with the involvement of trainers from the Fresenius Sustainability Advisory Board, an independent advisory body for sustainability topics. New members of the Supervisory Board are offered onboarding, for example on internal structures and corporate strategy. The onboarding is accompanied by visits to sites.

The Supervisory Board regularly, most recently in the 2024 fiscal year, assesses how effectively it and its committees fulfill their tasks.

For more information on Corporate Governance at Fresenius, please see the Corporate Governance Declaration of the Annual Report. Fresenius has disclosed the information on related parties on page 393 of the Annual Report.

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 meetings in the 2024 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, and 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 2023 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 2024 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 Sustainability 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 and the auditor prior to their publication and discussed the Auditor’s Report on the review of the interim consolidated financial statements and Management Report as at June 30, 2024. 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 2024, the Audit Committee also addressed PwC’s proposed internal rotation planning, which is to be implemented in 2025, and discussed potential risks from the Evergrande case for the 2024 audit.

In 2024, the committee’s work in the area of accounting focused on the restructuring and divestments at Fresenius Vamed and their impact on the consolidated financial statements. At its meeting on November 4, 2024, the Audit Committee was informed for the first time about the random audit of the consolidated financial statements as of December 31, 2023 by the German Federal Financial Supervisory Authority (BaFin). The Audit Committee discussed in detail the regular reports from the officers responsible for compliance, risk management, internal control, and internal audit. With regard to compliance, it was particularly concerned with the development of the new risk area of environmental compliance, the establishment of the new corporate function of data protection, and the implementation of human rights due diligence obligations at Fresenius Vamed. 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, and the further rollout and the planned further development of the systems in the Group. In terms of internal auditing, the committee was primarily concerned with the results of audits and follow-up audits that had been carried out, as well as with risk-oriented audit planning for the years 2025 and 2026. In addition, the Audit Committee discussed in detail the findings from an external assessment of the governance status of the compliance management, risk management, and internal audit system. In the area of sustainability reporting, the focus was on current and future regulatory requirements and their implementation with the help of validated data collection processes – in part due to the failure to transpose the EU CSRD Directive into national law in the previous fiscal year.

The Audit Committee was also informed by the auditor about current regulatory developments in the 2024 fiscal year. The members of the Supervisory Board independently take on necessary training and further education measures relevant to their tasks and are supported by the Company in this.

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 2024. The meeting was held in person. It primarily dealt with the succession planning for the Supervisory Board with a view to the upcoming Supervisory Board elections at the 2025 Annual General Meeting.

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 2024, no transactions were carried out that required its approval. Accordingly, the Joint Committee did not meet in 2024.

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 Declarationof the Annual Report.

PERSONNEL

The employee representative Mr. Konrad Kölbl resigned from the Supervisory Board on July 31, 2024. With effect from August 1, 2024, the member elected by the European Works Council as his substitute, Mr. Harald Steer, became a member of the Supervisory Board. There were no other changes in the composition of the Management Board of the general partner, Fresenius Management SE, or the Supervisory Board of Fresenius SE & Co. KGaA and its committees in the past fiscal year.

FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT 2024

The auditor PwC audited the annual financial statements and Management Report as well as the consolidated financial statements and Group Management Report for the 2024 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, most recently for the 2024 fiscal year, 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 2024 annual and consolidated financial statements at the meetings on October 16, 2024 and December 4, 2024.

At the Audit Committee meeting on February 24, 2025, 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 19, 2025, 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 material weaknesses were reported in the accounting-related internal control system or the early-warning system set up by the Management Board to identify risks. 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 20, 2025 and, since in its opinion there were no objections to the documents submitted by the Management Board, that it approve the annual and consolidated financial statements, as well as the distribution of the retained profit for the 2024 fiscal year reported in the annual financial statement.

On March 20, 2025, 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. The Supervisory Board approved the Management Board’s proposal on the distribution of the retained profit for the 2024 fiscal year reported in the annual financial statement.

SUSTAINABILITY REPORT 2024

Notwithstanding the transposition of the EU CSRD Directive into national law, a Sustainability Report was prepared for the 2024 fiscal year that applies the European Sustainability Reporting Standards (ESRS) as a framework and, at the same time, meets the legal requirements for a separate Group Non-financial Report. PwC subjected the Sustainability Report for the 2024 fiscal year, which has been included in the Group Management Report as a separate section for the first time, 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).

The Audit Committee already received reports on the preparatory work for the first-time reporting in accordance with the provisions of the EU CSRD guidelines at the meetings on October 16, 2024 and December 4, 2024. In particular, the legal framework for sustainability reporting for the 2024 fiscal year and the recording of KPIs and qualitative data points based on the applicable sustainability reporting standards (ESRS) were discussed.

The Sustainability Report and the Auditor’s Report from PwC were made available to each member of the Supervisory Board of the Company in good time. At their meetings on March 19 and 20, 2025, 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 Sustainability Report. At its meeting on March 20, 2025, the Supervisory Board approved the Sustainability 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 2024 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 20, 2025.

The Compensation Report is published on page 43 of the Annual Report and the auditor’s findings are published on page 399 of the Annual Report.

THANKS FROM THE SUPERVISORY BOARD

The Management Board, led by Chairman Michael Sen, and all employees can look back with pride on a year of great success. In 2025, the focus is on driving Fresenius forward and further enhancing its performance in all areas. The Supervisory Board extends its sincere appreciation 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 20, 2025

The Supervisory Board of Fresenius SE & Co. KGaA

Wolfgang Kirsch
Chairman