Fresenius SE & Co. KGaA

Investor Presentation • Aug 31, 2017

Roadshow – Brussels

Brussels, 31 August 2017

This presentation contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements contained in this presentation.

A Global Leader In HealthCare Products And Services

~€29.5 bn in Sales

Strong portfolio of products (30% of sales) and services (70% of sales)

(as of Dec. 31, 2016) Total Shareholder Return: 10-year CAGR: ~17%

Global presence in 100+ countries

260,000+ employees worldwide (as of June 30, 2017)

Strong, Diversified Product And Service Portfolio

Ownership: 31% Ownership: 100% Ownership: 100% Ownership: 77%

Dialysis Products Healthcare Services	Hospital Supplies and Services	Hospital Operations	Hospital Projects and Services
Sales 2016: €16.6 bn	Sales 2016: €6.0 bn	Sales 2016: €5.8 bn	Sales 2016: €1.2 bn
		Sales 2016 pro-forma Quirónsalud: ~€8.4 bn

Total Shareholder Return – CAGR, rounded

Source: Bloomberg; dividends reinvested

Fresenius Group Consistent Cash Generation And Proven Track Record of Deleveraging

CFFO margin FCF margin (before acquisitions & dividends)

Net Debt / EBITDA1,2

Capex gross, in % of sales

¹ At actual FX rates for both Net Debt and EBITDA

² Pro Forma acquisitions, before special items

Fresenius Medical Care: Global Dialysis Market Leader

• The world's leading provider of dialysis products and services treating 315,305 patients1 in 3,690 clinics1
• Provide highest standard of product quality and patient care

Dialysis products

Dialysis services

• Expansion in Care Coordination and global dialysis service opportunities; enter new geographies

Market Dynamics

Global Dialysis Market 2016:

• ~US\$76 bn
• ~6% patient growth p.a.

Growth Drivers:

• Aging population, increasing incidence of diabetes and high blood pressure, treatment quality improvements

¹ As of June 30, 2017

Fresenius Kabi: A Leading Global Hospital Supplier

• Comprehensive product portfolio for critically and chronically ill patients
• Strong Emerging Markets presence
• Leading market positions in four product segments

• Focus on organic growth through geographic product rollouts and new product launches

Market Dynamics

Global Addressable Market 2016:

• >€48 bn

Growth Drivers:

• Patent expirations, rising demand for health care services, higher health care spending in Emerging Markets

Fresenius Helios: Europe's largest private hospital operator Helios Kliniken Germany

• ~6% share in German acute care hospital market
• Solid organic growth based on growing number of admissions and reimbursement rate increases
• Strong track record in hospital acquisitions and operation
• Ranks as quality leader in the German hospital sector: defined quality targets, publication of medical treatment results, peer review processes
• Key medical indicators, e.g. mortality rate for heart failure, pneumonia below German average

¹ German Federal Statistical Office 2016; total costs, gross of the German hospitals less academic research and teaching As of June 30, 2017

Market Dynamics

German Acute Care Hospital Market:

• ~€94 bn1

Growth Drivers:

• Aging population leading to increasing hospital admissions, further market consolidation

Largest network & nationwide presence

• 112 hospitals
• ~35,000 beds
• ~1.3 million inpatient admissions p.a.
• ~3.9 million outpatient admissions p.a.

Fresenius Helios: Europe's largest private hospital operator Quirónsalud Spain

• ~€2.5bn sales in 2016
• ~10% share in Spanish private hospital market
• Market leader in size and quality with excellent growth prospects
• Broad revenue base with privately insured patients, PPPs, self-pay and Occupational Risk Prevention (ORP)
• Strong management team with proven track record
• Cross-selling opportunities

Acute Care

Outpatient

Occupational Risk Prevention

¹ Market data based on company research. Market definition does neither include

Market Dynamics

Spanish Private Hospital Market:

• ~€13 bn1

Growth Drivers:

• Aging population, increasing number of privately insured patients, greenfield projects, market consolidation

Quirónsalud hospitals in every major metropolitan region of Spain

Fresenius Vamed: Leading Global hospital Projects And Services Specialist

• Manages hospital construction/expansion projects (51% of sales) and provides services (49% of sales) for health care facilities worldwide

Projects

• Offers project development, planning, turnkey construction, maintenance as well as technical management, and total operational management
• Strong track record: More than 800 projects in 79 countries completed

Market Dynamics

Growth Drivers:

• Emerging Market demand for building and developing hospital infrastructure
• Outsourcing of non-medical services from public to private operators

Fresenius Group: 2017 Financial Outlook by Business Segment

€m except	otherwise stated		2016 Base	2017e Previous	H1/17 Actual	2017e New
		Sales growth (org)	6,007	5% – 7%	7%
		EBIT growth (cc)	1,171	8%1 6% –	6%5
		Sales growth (org)	5,8432	5%2 3% –	4%2
		Sales (reported)	5,8432	~8.6bn3	4.3bn
		EBIT	6832	1,020–1,0704	537
		Sales growth (org)	1,160	5% – 10%	2%
		EBIT growth	69	5% – 10%	6%

¹ Before transaction costs of ~€50 million for the acquisitions of Akorn, Inc. and Merck KGaA's biosimilars business; before expected expenditures for the further development of Merck KGaA's biosimilars business of ~€50 million (expected closing Q3/17) 2 HELIOS Kliniken Germany, excluding Quirónsalud

³ Thereof Quirónsalud (11 months consolidated): ~€2.5bn 4 Thereof Quirónsalud (11 months consolidated): €300 to €320m

⁵ Before special items

All data according to IFRS

€m except otherwise stated		2016 Base	2017e Previous	H1/17 Actual	2017e New
	Sales growth (cc)	29,471	15% – 17%	17%
	Net income1 growth (cc)	1,560	21%2 19% –	23%3

1 Net income attributable to shareholders of Fresenius SE & Co.KGaA

2 Before transaction costs of ~€50 million for the acquisitions of Akorn, Inc. and Merck KGaA's biosimilars business; before expected expenditures for the further development of Merck KGaA's biosimilars business of ~€50 million (expected closing Q3/17)

3 Before special items

All data according to IFRS

Fresenius Group: Ambitious Mid-Term Targets

¹ Mid-point of the February 2017 sales guidance, adjusted for exchange rates as of February 2017

² Mid-point of the February 2017 net income guidance, adjusted for exchange rates as of February 2017

³ Calculated on the basis of the mid-point of the 2020 target range

At February 2017 exchange rates; excluding strategic acquisitions; at current IFRS rules

Fresenius Kabi: Update Acquisition Projects

• No change in 2018 expectations1
• Transaction offers offensive and defensive merits
• Akorn shareholders approved merger agreement with vast majority

• Closing targeted for 2017

• Closing expected Q3/17

• Improving regulatory environment
• Product pipeline: All studies well on track
• Adalimumab: Filing for European approval expected for Q4/17

¹ Assuming the transaction closes at the end of 2017, Fresenius Kabi projects 2018 sales from this business of US\$1,035 to 1,085 million, and EBITDA before integration costs of approximately US\$380 to 420 million.

Fresenius Group: Q2/17 Highlights

Strong sales growth across all business segments

Fresenius Group: Q2/17 Key Financials

Constant currency growth rates (cc) EBIT and net income before special items

Net income attributable to shareholders of Fresenius SE & Co. KGaA

Fresenius Group: Q2/17 Business Segment Growth

¹ Excluding the agreement with the United States Departments of Veterans Affairs and Justice at Fresenius Medical Care ² Before special items

Fresenius Kabi: Q2/17 Regional Highlights (1/2)

North America

• 9% organic sales growth
• 17 Kabi-marketed IV drugs currently designated in shortage (vs. 15 at Q1/17)
• 4 product launches YTD; confirm 10+ target
• Confirm FY/17 outlook: mid-single-digit organic sales growth

Europe

• 4% organic sales growth
• Confirm FY/17 outlook: low to mid-single-digit organic sales growth

Fresenius Kabi: Q2/17 Regional Highlights (2/2)

Emerging Markets

China

• 12% organic sales growth
• New tender rules:
• − 16 of 31 provinces have concluded a tender process; introduction of new tender policy expected to be mostly completed end of 2017
• − Expect low to mid single-digit price impact in FY/17
• − Continued double-digit volume growth projected

Asia-Pacific ex China: 6% organic sales growth

Latin America/Africa: 8% organic sales growth despite tough comp

Total Emerging Markets

Confirm FY/17 outlook: at least 10% organic sales growth

Fresenius Kabi: Organic Sales Growth by Regions

€m	Q2/17	Δ YoY organic	H1/17	Δ YoY organic
Europe	553	4%	1,097	6%
North America	568	9%	1,187	6%
Asia-Pacific	302	10%	582	10%
Latin America/Africa	175	8%	336	11%
Asia-Pacific/Latin America/Africa	477	10%	918	10%
Total sales	1,598	7%	3,202	7%

Fresenius Kabi: Organic Sales Growth by Product Segment

€m	Q2/17	Δ YoY organic	H1/17	Δ YoY organic
IV Drugs	680	10%	1,382	8%
Infusion Therapy	228	4%	455	7%
Clinical Nutrition	420	8%	827	8%
Medical Devices/ Transfusion Technology	270	3%	538	5%
Total sales	1,598	7%	3,202	7%

Fresenius Kabi: Q2 & H1/17 EBIT Growth

€m	Q2/17	Δ YoY cc	H1/17	Δ YoY cc
Europe	84	0%	164	1%
Margin	15.2%	-50 bps	14.9%	-50 bps
North America	220	11%	456	4%
Margin	38.7%	90 bps	38.4%	-70 bps
Asia-Pacific/Latin America/Africa Margin	86 18.0%	5% -130 bps	172 18.7%	15% 10 bps
Corporate and Corporate R&D	-81	2%	-170	-5%
Total EBIT	309	9%	622	6%
Margin	19.3%	40 bps	19.4%	-40 bps

Before special items

Margin growth at actual rates

For a detailed overview of special items please see the reconciliation tables on slides 26-27.

Fresenius Helios: Q2 & H1/17 Highlights

HELIOS Kliniken

• Wage contracts in place for medical and non-medical employees until end of 2018; average increase of ~2.5% p.a., in line with budget assumptions
• New proton beam therapy center for Berlin-Buch projected, scheduled opening 2021

Quirónsalud

• 11% sales growth in H1/17
• EBIT growth exceeds sales growth; synergies of merger between IDCsalud and Quirón provide tailwind
• Typical summer slump will impact Q3/17 result

Fresenius Helios: Q2 & H1/17 Key Financials

€m	Q2/17	Δ YoY	H1/17	Δ YoY
Total sales	2,238	52%	4,256	46%
Thereof HELIOS Kliniken	1,510	2%	3,038	4%
Thereof Quirónsalud	728	--	1,218	--
Total EBIT Margin	282 12.6%	63% 90 bps	537 12.6%	62% 120 bps
Thereof HELIOS Kliniken Margin	178 11.8%	3% 10 bps	359 11.8%	8% 40 bps
Thereof Quirónsalud Margin	104 14.3%	-- --	178 14.6%	-- --

Quirónsalud: Integration Status and Growth Prospects

Integration process

• Procurement analysis phase successfully completed; implementation phase commenced (e.g. lab disposables)
• Openness to learn from the best e.g. compare experience on medical practices

Growth prospects

• €50m greenfield investment project in Córdoba Andalusia on track:
• − 115 bed hospital provides state-of-the-art medical equipment and care
• − Opening expected for June 2018
• €31m hospital expansion in Pozuelo, Madrid
• − 2 additional operating theatres, 25 new examination rooms, 7 additional intensive care beds, new state-of-the-art MRI

Strong position

• PPP contracts in place up to 2041

• Four Quirónsalud hospitals ranked in Top 10 of Hospital Excellence Index (HEI)

• 2% sales growth in Q2/17 reflects typical quarterly fluctuations of project business

• Solid order intake; order backlog at alltime high
• New projects in Papua New Guinea and Mongolia

€m	Q2/17	Δ YoY	H1/17	Δ YoY
Project business	107	-3%	184	-6%
Service business	151	5%	297	7%
Total sales	258	2%	481	2%
Total EBIT	11	22%	17	6%
Order intake1	192	-16%	412	-11%
Order backlog1			2,188	12%2

¹ Project business only

² Versus December 31, 2016

	Operating CF		Capex	(net)	Free Cash Flow1
€m	Q2/17	LTM Margin	Q2/17	LTM Margin	Q2/17	LTM Margin
	203	16.9%	-82	-5.9%	121	11.0%
	120	9.7%	-79	-5.2%	41	4.5%3
	16	-0.2%	2	-0.5%	18	-0.7%
Corporate/Other	-14	n.a.	-5	n.a.	-19	n.a.
Excl. FMC	325	12.4%2	-164	-5.2%	161	7.2%2
	1,207	12.2%	-357	-5.0%	850	7.2%

¹ Before acquisitions and dividends

² Margin incl. FMC dividend

³ Understated: 5.0% excluding €36 million of capex commitments from acquisitions

€m	Q2/17	LTM Margin	Q2/16	LTM Margin	Δ YoY
Operating Cash Flow	1,207	12.2 %	997	12.0%	21%
Capex (net)	-357	-5.0%	-350	-5.5%	-2%
Free Cash Flow (before acquisitions and dividends)	850	7.2%	647	6.5%	31%
Acquisitions (net)	-380		-68
Dividends	-722		-545
Free Cash Flow (after acquisitions and dividends)	-252	-14.6%	34	3.1%	--

Fresenius Group: Leverage Ratio

¹ Pro forma excluding advances made for the acquisition of hospitals from Rhön-Klinikum AG

² Pro forma acquisitions of Akorn, Inc. and Merck KGaA's biosimilars business; before transaction costs of ~€50 million; excluding further potential acquisitions

Before special items; pro forma acquisitions At annual average FX rates for both EBITDA and net debt

Fresenius Group Debt Maturity Profile¹

¹ March 31, 2017; based on utilization of major financing instruments

Acquisition of Akorn & Merck KGaA's Biosimilars Business

Safe Harbor Statement

THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY.

This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Fresenius SE & Co. KGaA ("Fresenius") or any present or future member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Fresenius or any member of its group or any commitment whatsoever.

In particular, this presentation is not an offer of securities in the United States of America (including its territories and possessions), and securities of Fresenius may not be offered or sold in the United States of America absent registration under the Securities Act of 1933 (which Fresenius does not intend to effect) or pursuant to an exemption from registration.

The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements contained in this presentation may be statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties. In addition to statements which are forward-looking by reason of context, including without limitation, statements referring to risk limitations, operational profitability, financial strength, performance targets, profitable growth opportunities, and risk adequate pricing, as well as the words "may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, or continue", "potential, future, or further", and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements as a result of, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of Fresenius. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Fresenius does not undertake any obligation to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.

Akorn: Transaction Highlights

Complementary product portfolio and pipeline diversifies Fresenius Kabi's IV generics offering

Access to additional distribution channels: retail, clinics and physicians

Adds growth potential in attractive adjacent segments such as ophthalmology and clinical dermatology

Substantial cost and growth synergies paired with limited integration complexity

Fully debt-financed

1 Net income attributable to shareholders of Fresenius SE & Co. KGaA; before integration costs

Akorn: Financially Sound Acquisition

Cash purchase price	US\$4.30 bn for 100% of Akorn shares (US\$34/share)
Assumed net debt1	~US\$0.45 bn
Amortization charge	Initially ~US\$130 m p.a.
Synergies	~US\$100 m p.a. before tax mid-term, progressive ramp-up
Integration costs	~US\$140 m before tax in total for 2018 - 2022
Financing	Broad mix of € and US\$ debt instruments at ~4% p.a.
Tax rate	~35%
EPS2	Accretive in 2018 (excluding integration costs), from 2019 (including integration costs)
Closing	Targeted for 2017

¹ Projected net debt as of December 31, 2017

2 Net income attributable to shareholders of Fresenius SE & Co. KGaA

Akorn: Complementary Product Portfolio and Distribution Channels

Note: Sales mix based on 2016 data

Akorn: Diversified U.S. Portfolio

	Current	Portfolio		Pipeline
Total Products	137	173	55	85
IV Analgesics & Anesthetics				
IV Anti-Infectives				
IV Critical Care				
IV Oncolytics				
Nutrition & IV Solutions			
Ophthalmics				
Topicals				
Orals				
Nasal / Otics / Consumer Health				
Animal Health				

strong medium light

Akorn: Concentrated U.S. Footprint

Akorn: Detailed and Comprehensive Due Diligence

• Bilateral exchange with Akorn since 11/2016
• Very comprehensive due diligence over more than two months covering all functional areas
• Virtual data room, management presentations and expert meetings
• Multiple visits of all manufacturing plants
• Detailed bottom-up business plan
• Internal resources supported by external advisers and specialists in new product areas

Process Addressed areas

• ANDA pipeline, related regulatory approvals and R&D costs
• New distribution channels and Akorn's strengths
• Sales practices, pricing history and related customer perception
• Competition in key product areas
• Plant status (technical and regulatory) and future manufacturing strategy
• Serialization readiness
• Accounting issues and internal control systems
• Current trading

Biosimilars: Transaction Highlights

Strategic step to enhance Fresenius Kabi's position as a leading player in the injectable pharmaceuticals market

Direct access to attractive biosimilars development platform

Experienced team of biosimilars experts with excellent development know-how

Highly variable consideration strictly tied to development targets

EBITDA break-even in 2022

High triple-digit million sales from 2023 onwards

Biosimilars: Sound Risk/Reward Ratio

Purchase price	€170 m upfront payment
Milestone payments	Up to €500 m, strictly tied to achievement of development targets
Sales	First sales in 2019, ramp-up to high triple-digit € million from 2023 onwards
Royalties	Single-digit percentage royalties based on sales
EPS1	Significantly accretive from 2023 onwards
Self-imposed investment ceiling	€1.4 bn incl. upfront and milestone payments as well as ramp-up of R&D and M&S expenses until EBITDA break-even in 2022
Financing	Mainly free cash flow
Closing	Expected in Q3/2017

¹ Net income attributable to shareholders of Fresenius SE & Co. KGaA

Biosimilars: Highly Attractive Platform

Background: Established in 2012 as a Business Unit within the biopharmaceutical development/production network of Merck KGaA

Pipeline: Single-digit number of molecules in oncology and autoimmune diseases

Organization: Core team of >70 experts located in Aubonne and Vevey, Switzerland

Network: External partners supporting development, documentation and regulatory affairs

Merck Biopharma provides support in manufacturing (one production suite reserved for biosimilars), analytics, regulatory, quality, safety and clinical operations.

Expanding U.S. Market Access

Who Brings What to a Great Party?

Financial Calendar / Contact

Financial Calendar 2017

02.11.2017 Report on 3rd quarter 2017 18.05.2018 Annual General Meeting

Please note that these dates could be subject to change.

Contact

Investor Relations Fresenius SE & Co. KGaA phone: +49 6172 608-2485 e-mail: ir-fre@fresenius.com For further information and current news: www.fresenius.com

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