Fresenius SE & Co. KGaA

Investor Presentation • Jun 22, 2017

J.P. Morgan European Healthcare Conference

London, 22 June 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 March 31, 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

Capex gross, in % of sales

¹ At actual FX rates for both Net Debt and EBITDA

² Pro Forma acquisitions, before special items

CFFO margin FCF margin (before acquisitions & dividends)

Net Debt / EBITDA1,2

Fresenius Medical Care: Global Dialysis Market Leader

• The world's leading provider of dialysis products and services treating 310,473 patients in 3,654 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 March 31, 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 March 31, 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		20161 Base	2017e1 Previous	Q1/20171 Actual	2017e1 New
		Sales growth (org)	6,007	5% – 7%	7%
		EBIT growth (cc)	1,171	5% – 7%	2%	8%2 6% –
		Sales growth (org)	5,8433	5%3 3% –	5%
		Sales (reported)	5,8433	~8.6 bn4	2.0 bn
		EBIT	6833	1,020–1,0705	255
		Sales growth (org)	1,160	5% – 10%	2%
		EBIT growth	69	5% – 10%	-14%

¹ All data according to IFRS

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 H2/17) 3 HELIOS Kliniken Germany, excluding Quirónsalud

⁴ Thereof Quirónsalud (11 months consolidated): ~€2.5bn 5 Thereof Quirónsalud (11 months consolidated): EBIT of €300 to €320m

€m except otherwise stated		20161 Base	2017e1 Previous	Q1/20171 Actual	2017e1 New
	Sales growth (cc)	29,471	15% – 17%	17%
	Net income2 growth (cc)	1,560	17% – 20%	26%	21%3 19% –

1 All data according to IFRS

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

3 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 H2/17)

Fresenius Group: Ambitious Mid-Term Targets

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

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

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

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

Fresenius Group: Q1/2017 Highlights

Fresenius Kabi's U.S. business well positioned for the next decade: Acquisition of Akorn and Merck KGaA's biosimilars business

HELIOS internationalization: Successful closing of Quirónsalud acquisition

All business segments contributed to strong organic sales growth

Excellent earnings growth

Group earnings guidance raised on a like-for-like basis1

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 H2/17)

Fresenius Group: Q1/2017 Key Financials

Constant currency growth rates Net income attributable to shareholders of Fresenius SE & Co. KGaA

Fresenius Group: Q1/2017 Business Segment Growth

¹ Excluding the agreement with the United States Departments of Veterans Affairs and Justice at Fresenius Medical Care North America

Fresenius Kabi (1/2)

North America

• 4% organic sales growth despite tough Q1/16 comp
• Gradual easing of IV drug shortages: 15 Kabi-marketed products currently designated in shortage vs. 16 at YE 2016
• New product launches: expected to be back-end loaded in FY/17; confirm 10+ target
• 2016 Pharmaceutical Supplier of the Year
• Confirm FY/17 outlook: midsingle-digit organic sales growth

Europe

• 7% organic sales growth
• Improved contract manufacturing business
• Confirm FY/17 outlook: low to mid-single-digit organic sales growth

Fresenius Kabi (2/2)

Emerging Markets

China

• 10% organic sales growth
• New tender rules:
• − 13 out of 31 provinces have concluded a tender process; introduction of new tender policy slower than anticipated; now expected to be mostly completed end of 2017
• − Expect low single-digit price impact in FY/17
• Continued double-digit volume growth projected

Asia-Pacific ex China: strong organic growth of 11%

Latin America/Africa: 14% organic sales growth

Emerging Markets overall

• FY/17 outlook raised: At least 10% organic sales growth

(before: likely double-digit organic sales growth)

Fresenius Kabi: Organic Sales Growth by Regions

€m	Q1/2017	Organic Growth
Europe	544	7%
North America	619	4%
Asia-Pacific	280	10%
Latin America/Africa	161	14%
Asia-Pacific/Latin America/Africa	441	12%
Total sales	1,604	7%

Fresenius Kabi: Organic Sales Growth by Product Segment

€m	Q1/2017	Organic Growth
IV Drugs	702	6%
Infusion Therapy	227	9%
Clinical Nutrition	407	8%
Medical Devices/ Transfusion Technology	268	7%
Total sales	1,604	7%

Fresenius Kabi: EBIT

€m	Q1/2017	Q1 YoY1 Δ
Europe	80	3%
Margin	14.7%	-30 bps
North America	236	-2%
Margin	38.1%	-220 bps
Asia-Pacific/Latin America/Africa	86	26%
Margin	19.5%	170 bps
Corporate and Corporate R&D	-89	-14%
Total EBIT	313	2%
Margin	19.5%	-110 bps

¹ Constant currency growth rates

Margin growth at actual rates

Fresenius Helios

HELIOS Kliniken

• Excellent organic sales growth (+5%) driven by solid admissions growth
• Opening of new hospital building in Duisburg (Germany)

Quirónsalud

• Consolidated since February 1, 2017
• Off to an excellent start: Strong sales and EBIT development
• First proton beam therapy center in Spain

Fresenius Helios: Key Financials

€m	Q1/2017	Δ Q1 YoY
Total sales	2,018	41%
Thereof HELIOS Kliniken	1,528	6%
Thereof Quirónsalud	490	--
Total EBIT Margin	255 12.6%	60% 150 bps
Thereof HELIOS Kliniken Margin	181 11.8%	14% 70 bps
Thereof Quirónsalud Margin	74 15.1%	-- --

Fresenius Vamed

• 2% organic sales growth in Q1/17 reflects typical quarterly fluctuations of project business
• Solid order intake
• Order backlog at all-time high

€m	Q1/2017	Δ
Project business	77	-9%
Service business	146	10%
Total sales	223	2%
Total EBIT	6	-14%
Order intake1	220	-7%

¹ Project business only

² Versus December 31, 2016

	Operating CF		Capex	(net)	Free Cash Flow1
€m	Q1/2017	LTM Margin	Q1/2017	LTM Margin	Q1/2017	LTM Margin
	192	17.4%	-84	-5.7%	108	11.7%
	184	11.5%	-45	-5.5%	139	6.0%3
	-44	0.1%	-1	-0.9%	-45	-0.8%
Corporate/Other	-26	n.a.	-3	n.a.	-29	n.a.
Excl. FMC	306	13.6%2	-133	-5.3%	173	8.3%2
	476	12.1%	-328	-5.2%	148	6.9%

¹ Before acquisitions and dividends

² Margin incl. FMC dividend

³ Understated: 6.5% excluding €37 million of capex commitments from acquisitions

Fresenius Group: Cash Flow

€m	Q1/2017	LTM Margin	Δ YoY
Operating Cash Flow	476	12.1%	41.7%
Capex (net)	-328	-5.2%	1.8%
Free Cash Flow (before acquisitions and dividends)	148	6.9%	--
Acquisitions (net)	-5,468
Dividends	-73
Free Cash Flow (after acquisitions and dividends)	-5,393	-14.3%	--

Fresenius Group: Leverage Ratio

¹ Pro forma acquisitions

² Before special items

³ Pro forma excluding advances made for the acquisition of hospitals from Rhön-Klinikum AG

⁴ Pro forma acquisitions of Akorn, Inc. and Merck KGaA's biosimilars business; before transaction costs of ~€50 million; excluding further potential 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 forwardlooking 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 forward-looking 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

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	Expected by early 2018

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

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

Akorn: Financial Outlook

¹ Akorn announced on April 24, 2017, that based on a preliminary review of Q1 results, it is reaffirming its previously announced 2017 guidance (including revenue of US\$1,010 to 1,060 million and adjusted EBITDA of US\$363 to 401 million), excluding any one-time costs related to the transaction with Fresenius Kabi

² Fresenius Kabi business plan

Biosimilars: Transaction Highlights

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 H2/2017

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?

Combined Implications of Transactions on Group Financials

	12/2017e	12/2018e	12/2019e	12/2020e	12/2021e
Net debt / EBITDA	~3.3	~3.0
Accretion before1		neutral	positive
Accretion loaded2 fully		dilutive		neutral	positive
2020 earnings target confirmed

¹ Before amortization and integration costs

² After amortization and after integration costs

Financial Calendar / Contact

Financial Calendar 2017

01.08.2017 Report on 2nd quarter 2017

02.11.2017 Report on 3rd quarter 2017

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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